David Fagin v. Doby George, Llc

MEMORANDUM

Plaintiffs appeal the district court’s order granting Defendants’ motion for summary judgment as to Plaintiffs’ claims of conspiracy and breach of fiduciary duty. We affirm.

The district court determined that the law of Yukon, Canada applied to Plaintiffs’ derivative claims, brought as shareholders on behalf of Western Exploration and Development Limited (“WEX”), because WEX was incorporated under Yukon law. That decision was correct. See Restatement (Second) of Conflict of Laws § 309 (1971) (providing that the local law of the state of incorporation shall determine the liability of directors to the corporation and its shareholders); see also Dictor v. Creative Mgmt. Servs., LLC., 223 P.3d 332, 335 (Nev.2010) (noting that Nevada has adopted the Second Restatement as the relevant authority for its choice-of-law jurisprudence in tort cases).

Yukon law requires that a plaintiff seek certification with the Supreme Court of Yukon prior to commencing a derivative action on behalf of a corporation. Yukon Business Corporations Act, R.S.Y.2002, c. 20, § 241 (Can.). Plaintiffs sought no such certification. We therefore affirm the district court as to Plaintiffs’ derivative…