IN RE: NAVIDEA BIOPHARMACEUTICALS LITIGATION
- Valerie Caproni
- 1:19-cv-01578
- U.S. District Court · Southern District of New York
- 2
In re Navidea Biopharmaceuticals Litigation: Judge Caproni ordered discussion of damages and possible specific performance at the final pretrial conference.
Dr. Goldberg and Navidea, the parties whose damages and specific-performance issues were scheduled for discussion at the final pretrial conference.
What happened
In In re: Navidea Biopharmaceuticals Litigation, the joint pretrial order stated that Dr. Goldberg seeks damages for Navidea’s alleged breach of the August Agreement, or, alternatively, specific performance—a court order requiring the promised performance rather than money damages.
The court noted that Navidea represented that it had deregistered certain stock and was insolvent, including being unable to pay its debts as they came due. The court also noted that some courts have awarded specific performance for failure to deliver convertible stock in unusual circumstances, such as insolvency or when money damages would not be enough.
Judge Valerie Caproni ordered the parties to be prepared to discuss damages, whether specific performance is an appropriate remedy, and what factual questions a jury would need to decide at the final pretrial conference. The order did not decide whether specific performance will be granted.
The detailed version
- IN RE: NAVIDEA BIOPHARMACEUTICALS LITIGATION · No. 1:19-cv-01578
- Valerie Caproni
- Nov. 26, 2024
Background
The joint pretrial order stated that Dr. Goldberg seeks damages for Navidea’s breach of the August Agreement, with the amount calculated by his expert witness. It also stated that Dr. Goldberg seeks specific performance in the alternative. Specific performance is a court-ordered remedy requiring a party to carry out an agreement rather than pay money damages.
The court noted that some courts have awarded specific performance when a defendant failed to deliver convertible stock, including circumstances involving insolvency or an item whose value could not adequately be replaced with money. The court cited decisions from the Southern District of New York discussing those circumstances.
Information Concerning Navidea
Navidea represented to the court that it deregistered its common stock, preferred stock purchase rights, and Series K preferred stock on January 26, 2024. Navidea also represented that it was insolvent: unable to pay debts as they became due, unable to satisfy all outstanding liabilities, and in default on a line of credit secured by its assets. The order presents these as Navidea’s representations and does not independently resolve their accuracy.
Order
Judge Valerie Caproni ordered the parties to be prepared to discuss at the December 12, 2024 final pretrial conference: (1) damages; (2) whether specific performance is an appropriate remedy; and (3) what, if any, factual findings a jury would need to make for specific performance to be appropriate.
The order did not award or deny damages, decide whether specific performance is appropriate, or determine what factual findings a jury must make. It is a pretrial case-management order directing discussion of those issues.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.