Nextech, Inc. v. Amazon Natural Treasures, Inc.

MEMORANDUM

Amazon Natural Treasures appeals the district court’s grant of summary judgment to Nextech, Inc. The district court ordered Amazon to register the transfer of 224,000 shares of Amazon to Nextech. Ruling on a motion for damages for unreasonable delay, the district court also awarded Nextech $98,000 in losses and $45,130.13 in attorney’s fees. For the reasons assigned, we reverse.

BACKGROUND

In July 1995, Amazon issued a certificate for certain restricted investment secu *526 rities to Charles Kricfalusi. Amazon contends that the securities were to be “voting only” stock which could not be traded, sold, negotiated, pledged or transferred. Upon the happening of such an event, the stock was to be immediately cancelled and all rights to the stock further terminated. The stock certificate carried no valid endorsement, was not signed by any officer of Amazon, and contained a specific Rule 144 restriction statement. Some time later, Kricfalusi transferred 224,000 Amazon shares to his wife, Wanda Kricfalusi. The certificate for those shares was issued by Amazon’s transfer agent, Fidelity Transfer Company. The stock certificate issued to Wanda Kricfalusi contains two dates:…