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I think that the present court case is about the confirmation of the arbitration
award that has already been granted by the JAMS court Judge. From what
I've read the award isn't debatable, maybe I'm wrong but that's what I got
out of the present case.
D_DOG
I owe you an apology, your timeline seems more realistic. Originally my thoughts were
that this would have been streamlined and moved through the system quickly.
WHF was I thinking....LOL
Courts n lawyers work at their own pace.
D_DOG
Tuesday, April 23, 2024
47 MOTION Request for Oral Argument re45 MOTION to Confirm Arbitration Award by Redhawk Medical Products & Services L L C. Motions referred to Carol B Whitehurst. Motion Ripe Deadline set for 4/23/2024.(aty,Hargett, Jacob)
Att: 1 Proposed order
Monday, April 22, 2024
46 notice Notice of Motion Setting Mon 04/22 10:49 AM
NOTICE of Motion Setting regarding:45 MOTION to Confirm Arbitration Award. Motions referred to Judge David C Joseph. (crt,Bunting, M)
Friday, April 19, 2024
45 17 pgs motion Miscellaneous Relief
Fri 04/19 10:41 AM
MOTION to Confirm Arbitration Award by Redhawk Medical Products & Services L L C. Motions referred to Carol B Whitehurst. Motion Ripe Deadline set for 4/19/2024.(aty,Hargett, Jacob) Modified docket text on 4/19/2024 (Bunting, M).
Att: 1 Proposed order Order,
Att: 2 Exhibit A,
Att: 3 Exhibit B,
Att: 4 Exhibit C,
Att: 5 Exhibit D,
Att: 6 Exhibit E,
Att: 7 Exhibit F,
Att: 8 Exhibit G,
Att: 9 3 pgs Exhibit H,
Att: 10 3 pgs Exhibit I,
Att: 11 Exhibit J,
Att: 12 Exhibit K,
Att: 13 1 pgs Exhibit L,
Att: 14 3 pgs Exhibit M,
Att: 15 Exhibit N,
Att: 16 Exhibit O,
Att: 17 Exhibit P,
Att: 18 Exhibit Q
D_DOG
Somethings cooking in the court room the past few days.
TIC TOK
D_DOG
Does anyone know what ever happened to Matt Miller or where he works these days.
I haven't heard much about what he's been up to, he did have a few friends
that seemed to be active in business but I haven't heard anything lately.
D_DOG
As I remember AEG was the parent company with CGP as a partner, I think
they may have had the actual connections and most likely the funding.
N95 Shield was a wholly-owned subsidiary of AEG.
"Moreover, a parent corporation may be liable on a contract signed by its subsidiary if the subsidiary is shown to be a mere shell dominated and controlled by the parent for the parent’s own purposes. In re Sbarro Holding, Inc., 91 A.D.2d 613 (2d Dept. 1982), a holding company sought to stay an arbitration proceeding against it and other related corporations on the ground that the agreement that called for arbitration was between a franchisee and its subsidiary. The court held that all the related corporations could be compelled to participate in the arbitration proceeding, although they were not signatories of the contract. The court explained that:
The corporate veil will be pierced (1) to achieve equity, even absent fraud, where the officers and employees of a parent corporation exercise control over the daily operations of a subsidiary corporation and act as the true prime movers behind the subsidiary’s actions, and/or (2) where a parent corporation conducts business through a subsidiary which exists solely to serve the parent.
Sbarro, 91 A.D.2d at 614 (citations omitted).
Additionally, where a shareholder uses a corporation for the transaction of the shareholder’s personal business, as distinct from the corporate business, the courts have held the shareholder liable for acts of the corporation. See Rapid Tr. Subway Constr. Co. v. City of N.Y., 259 N.Y. 472 (1932). The determinative factor is whether “the corporation is a ‘dummy’ for its individual stockholders who are in reality carrying on the business in their personal capacities for purely personal rather than corporate ends.” Walkovszky v. Carlton, 18 N.Y.2d 414, 418 (1966).
Apart from the foregoing rules, a parent corporation can be held liable for the actions of its subsidiary under veil piercing or alter ego liability principles.
The alter ego doctrine has been applied to pierce the veil between corporations when subsidiary corporations are used by a dominating parent corporation to engage in fraudulent or wrongful conduct. Under New York law, a corporation is considered to be a “mere alter ego when it ‘has been so dominated by . . . another corporation . . . and its separate identity so disregarded, that it primarily transacted the dominator’s business rather than its own.’” Trabucco v. Intesa Sanpaolo, S.p.A, 695 F. Supp. 2d 98, 107 (S.D.N.Y. 2010). When that occurs, “the dominating corporation will be held liable for the actions of its subsidiary ….” Id."
https://fhnylaw.com/the-parent-and-the-subsidiary-when-is-the-former-liable-for-the-actions-of-the-latter/
Accountability of the parent company could become a factor in the future.
Yes N95 wasn't a holding company it was an LLC, I wonder if something
like this could be used to pierce their corporate veil
Maybeeeeee
IMO
D_DOG
I'm not 100% sure of the validity of everything in this article but I have heard
and read for many years about the over priced items that our tax dollars have
paid for everyday items.
https://www.latimes.com/archives/la-xpm-1986-07-30-vw-18804-story.html
So no the government doesn't get or even seek the best price for too
many items.
D_DOG
Yes there are many things that are becoming clearer once all
of the info became public.
D_DOG
The Government puts out bids to buy products, they often pay way
more than the actual cost of the product.
A friend of mine worked at the VA years ago and saw what they paid
for items, it was higher than what he could have bought at a local
store.
So no the government doesn't get the best price.
D_DOG
Actually it isn't possible for just anyone to buy that large of an order from
3M at that price, large lot allocation holders are used as the go between
in many instances:
7) The reason N-95 Shield needed Redhawk is because the manufacturer, 3M, does not sell
its masks to individual companies. Instead, 3M only deals with large lot allocation holders
who deal in hundreds of millions to billions of units. Redhawk had contacts with a 3M
Mask allocation holder and had previously negotiated for the purchase of 1 billion 3M
masks.10 Prior to negotiations with Redhawk, N-95 Shield did not have a connection with
any of the 3M allocation holders, like the Mahler Law Group, LLC, to be able to purchase
3M masks in this quantity and at the advantageous price point per unit.
8) On May 16, 2021, Redhawk introduced N-95 Shield and Matt Miller to the allocation
holder, Melissa Mahler at the Mahler Law Group, LLC.11 In that email, Matt Miller stated
“[M]y Hospitals have been aggressively searching for a real supplier and proper channel.”
Id.
D_DOG
From talking to a few folks I'm thinking that they screwed up big time when
they closed up shop as an LLC. Where ever that $600 million ended up it
should be fair game to fulfill the award.
The next month or so should bring some clarity to this issue, I believe they
have 30 days after the Judge makes his proclamation to go forward with a
very expensive appeal if they chose.
$600,000,000.00 is out there somewhere waiting to be tapped.
D_DOG
Yes it will
D_DOG
Our banking institutions these days track every transaction over $600, so I think
following the money trail of N95's $600,000,000.00 should be an easy task for
Redhawk's lawyers.
D_DOG
With that I see Redhawk has given the Judge every bit of information pertaining to
the transaction so he can move forward to confirm the Arbitration Award.
Also I'd say that confirmation should take place before the middle of next month
if not sooner. What happens at that point depends on if N95 choses to appeal and put
up a sizable bond that includes 25% on top of the total of the award.
The funny part is that N95 had $600,000,000.00 in their bank account during the
transaction, that amount of money isn't hard to track these days.
I wonder where that money ended up?
I'd be willing to bet that during the discovery process going forward that will become
apparent.
TIC TOK
D_DOG
From reading through the filing again I see more the second and third time.
N95 was set to make a nice $90,000,000.00 on the mask transaction that they
claimed that they already had buyers lined up.
"In March of 2021, N-95 Shield and Advanced Energy Group (“AEG”) executed a
memorandum of understanding (“MOU”) stating that N-95 Shield would bring the
financing and AEG would bring the buyers, Hospitals.7 Indeed, AEG and N-95
Shield had buyers lined up for the 3M Masks, who sell to the Government, FEMA,
Federal, State & Private Healthcare, 1st Responders, Medical Workers, Federal
Employees, and/ or other Non-Retail users.8
6) In May of 2021, N-95 Shield’s attorney, Jennifer Asare, sent a letter of attestation (“LOA”)
to Redhawk affirming that N-95 Shield is “ready, willing, and able, and N-95 Shield’s bank
account has been have independently verified in the amount of $600,000,000.00.9
7) The reason N-95 Shield needed Redhawk is because the manufacturer, 3M, does not sell
its masks to individual companies. Instead, 3M only deals with large lot allocation holders
who deal in hundreds of millions to billions of units. Redhawk had contacts with a 3M
Mask allocation holder and had previously negotiated for the purchase of 1 billion 3M
masks.10 Prior to negotiations with Redhawk, N-95 Shield did not have a connection with
any of the 3M allocation holders, like the Mahler Law Group, LLC, to be able to purchase
3M masks in this quantity and at the advantageous price point per unit.
8) On May 16, 2021, Redhawk introduced N-95 Shield and Matt Miller to the allocation
holder, Melissa Mahler at the Mahler Law Group, LLC.11 In that email, Matt Miller stated
“[M]y Hospitals have been aggressively searching for a real supplier and proper channel.”
Id.
9) On June 2, 2021, N-95 Shield executed a Purchase Order for the purchase of 300 million
boxes of 3M Mask.12 The next day, June 3, 2021, N-95 Shield executed an Irrevocable
Corporate Purchase Order (“ICPO”) for the purchase of an additional 200 million boxes of
3M Masks at a total purchase price of $398,000,000.00.13
10) On June 3, 2021, N-95 Shield’s attorney, Jennifer Asare, sent another LOA to Redhawk
affirming that N-95 Shield is “ready, willing, and able to proceed to closing on the purchase
of five hundred Million (500,000,000) Authentic 1860 respirator masks.”14 That LOA
confirmed that N-95 Shield had available funds in excess of TWENTY-FOUR BILLION
FOUR HUNDRED MILLION UNITED STATES DOLLARS ($24,400,000,000.00) for
the purchase of authentic PPE products for the sale, supply & distribution to the
Government, FEMA, Federal, State & Private Healthcare, 1st Responders, Medical
Workers, Federal Employees, and or other Non-Retail users and its affiliates. Id.
11) On June 3, 2021, Matt Miller sent a WhatsApp message to Darcy Klug stating that N-95
Shield had the full 500 Million Masks presold.15
12) On June 4, 2021, Redhawk provides an Invoice to N95 for 500m masks and Redhawk’s
ICPO to Mahler Group’s Allocation Holder client.
13) On June 5, 2021, Matt Miller again confirms that all 500m masks are sold and the parties
agree to proceed forward.
14) In June of 2021, Per N95 Shield’s request, Redhawk negotiates with the 3M Allocation
Holders, as to the Standard Operating Procedures. The parties agreed that the Standard
Operating Procedures will call for: (1) a “buy-side” sales price of $1.81 per mask with a
“sell-side” sales price of $1.99 per mask; (2) the transaction to be funded by a deposit of
1% of the purchase price into escrow ($9,500,000); and (3) Proof of Life documentation,
including SGS reports and inspection, will occur after deposit is received into escrow. The
parties continue exchanging preliminary documentation in preparation for the closing of
this transaction.16
15) The Sales & Purchase Agreement was executed on June 22, 2021.17
16) Under the terms of the Sales & Purchase Agreement, within one (1) business day following
the execution and exchange of the Agreement, or June 23, 2021, N95 Shield, LLC, was
required to deposit $9.5 million into the designated escrow account.
17) The contract was breached on the end of the day June 23, 2021, when N95 Shield, LLC,
failed to transfer $9.5 million into an escrow account, as required by the agreement.
18) After N-95 Shield breached the SPA, Redhawk attempted to work with N-95 Shield, LLC,
for months to complete the 500 million 3M Mask deal.
That $90,000,000 was a lot of money that N95 walked away from, especially since they had the
sales set and the cash to go forward with the deal. Everything in that contract sure seems like
there was a lot of verification every step of the way.
D_DOG
Plus 25% added to the total for the normal bond rate.
D_DOG
That sounds like a nice chunk of change..
D_DOG
I do not think that anyone is expecting a check in the mail.
D_DOG
I do like the WORD SETTLEMENT.......
TIC TOK
D_DOG
Wednesday, April 17, 2024
44 respm Reply to Response to Motion Wed 04/17 4:14 PM
REPLY to Response to Motion re25 MOTION to Vacate Arbitration Award filed by Redhawk Medical Products & Services L L C.(aty,Hargett, Jacob)
Att: 1 Exhibit A,
Att: 2 Exhibit B,
Att: 3 Exhibit C
https://www.pacermonitor.com/public/case/49808015/Redhawk_Medical_Products__Services,_LLC_v_N95_Shield,_LLC
D_DOG
I did not get a chance to read yesterdays filing, does it include the
Motion to Confirm Arbitration Award or is this strictly responding to
the Motion to Vacate Arbitration Award by N95 Shield that was
filed back in November?
D_DOG
For what it's worth if I had a compound interest of 8.75% being added to my
money I wouldn't be in a hurry to cash that out too soon.
I'd like to see confirmation from the company to clarify the ongoing status of
the JAMS Award with a plan to collect said award and guidance going forward.
D_DOG
We're coming up on the one year mark since the final award, lets see if we get
any action by that point.
From what I figured the judicial interest is close to $11,000.00 per day X 365 =
over $4,000.000.00 if you go by what is listed in the final award from the JAMS
(Judicial Arbitration and Mediation Services)
I'm guessing the Motion to Confirm should be filed soon.
Final Award
[66].
1. Claimant RedHawk Medical Products & Services, LLC has established its right to recover damages for breach of contract in the amount of forty-four million nine-hundred-fifty thousand dollars ($44,950,000.00).
2. Claimant is entitled to an award of attorneys’ fees and costs against Respondents in the amount of $68,614.31.
3. Claimant is entitled to an award of pre-award interest on contract damages in the amount of $3,365,092.47.
4. Claimant is entitled to an award of post-award interest on the sum awarded to it for contract damages, attorneys' fees, and costs ($68,614.31), at the Louisiana judicial interest rate, in a total amount to be determined as of the time of payment or the entry of an order confirming this award.
This Final Award resolves all issues submitted for decision in this proceeding.
Dated: May 1, 2023
D_DOG
You're asking the wrong guy...
D_DOG
Welcome back Uber
WOW, THAT'S FUKIN JUST WRONG.
The man has passed and you choose to speak ill of him.
There is a special place for some.
My last and final post to you
D_DOG
Yes, Miles from NC passed away on May 25, 2020
RIP
D_DOG
I miss MILESP52
"I WAS an omni shareholder when Eckerd and Klug came to omni..my wife and
I drove to Lafayette La. from NC.. Darcy showed us around omni's yard and gave
an overview of his plan for omni. He brought in companies in the same industry
under omni's roof using the same model as at redhawk..secured a 500 million
dollar loan.Eckerd and Klug turned the company around..their story was so great
omni's management rang the opening bell at the nasdaq,,in the aftermath of katrina,
they secured contracts using their clean-up equipment.. Darcy headed a fund drive
for victims,millions of dollars were donated Long story short, I sold my 50 cent stock
for $11.58. I see the same picture, only greater here at REDHAWK..."
D_DOG
You're claiming that the Judges gave Darcy an ultimatum???
"The Judges, shit or get of the pot worked"
Is that actually in writing or is that just another one of
your claims
Inquiring minds wana know
D_DOG
THANK YOU KIND SIR
D_DOG
You seem to care about this more than those that
are actually invested here.
BLESS YOUR HEART
THANKS FOR CARING
D_DOG
RE: "Redhawk Did Not Lose the Opportunity to Sell Masks"
I'm sure that you know a market that is willing to buy
500,000,000.for close to a billion dollars. That is just an
insane defense to assume that someone can just sell that
many masks. This was a brokered deal, and from what
I got out of it Redhawk was a go between for the deal. That's
how most deals work, a new car dealer does not own the cars
they sell. The manufacturer works through authorized dealers
to sell their products.
WEAK AF DEFENSE
D_DOG
Yes but access to the actual doc isn't always available
easily or without a cost. He deff has access to a lot of
info about the ongoing case, more than I for sure.
D_DOG
Totally understand but I like to think that there is still hope for everyone.
After all it was Bowie that gave us the actual doc showing that it was
N95 that caused the default by not sending the $9.5 mil to the escrow
agent
https://drive.google.com/file/d/17spRa4N_6Rz5m3vGAcaSuZATOvsGhR1a/view
D_DOG
Once again you offer your opinion,
the world will still spin long after
we are all gone and everyone's
opinion in the end means nothing.
It seems that some have a different
opinion but you seem to think that
only yours matters.
Best of Luck
D_DOG
My apologies, I thought you said that it did not happen.
Not the $895,500,000.00, the initial $9.5 mil is what I
was talking about.
At that point is when the deal fell apart.
D_DOG
No the info that you posted clearly stated that N95 failed in the first
escrow payment of $9.5 million, it collapsed at that point.
The moneys that you speak of were secondary and the $45 mil to Redhawk
were also never going to happen because of step one failure.
Step One Failure:
Purchaser shall transfer (or have a third-party transfer on its behalf) $9,500,000.00, into the
Moseley & Lester Escrow Account
Thanks again for the full SALES AND PURCHASE AGREEMENT
D_DOG
I did not see your response to my previous post thanking you for acknowledging
the fact that it was N95 that initiated the default by not forwarding the $9.5 million
to the escrow agent.
It was at that point the ball was dropped by N95 and it was up to them to move
forward to correct that issue.
You are an intelligent individual that does bring a lot of info to the board along with
your claims and opinions.
It's all good, having a different opinion is a right, making claims, that can be a
problem for some.
Anywho, I'm glad that you finally do see that it was N95 that caused their own
problems with the Redhawk/N95 contract.
Thanks Again
D_DOG
I do not know.
D_DOG
Exactly, thank you for clarifying the fact that it all was dependent on the initial deposit confirmation:
"3.3 Within one (1) business day of deposit confirmation by the Escrow Agent, Mahler will provide Seller and Purchaser, via Mahler’s Counsel, copies of all the following documentation"
Thank You
D_DOG