Semiconductor Global Solutions v. Capital Asset Exchange and Trading

Background

Semiconductor Global Solutions (SGS) alleged that it paid $2 million to Capital Asset Exchange and Trading, LLC (CAET) for two used or salvaged scanning electron microscopes. According to the amended complaint, CAE represented that it had located the equipment and could deliver it to China within three days, but it did not deliver the equipment. SGS alleged that CAE later cited export-control restrictions and SGS’s affiliation with Semiconductor Manufacturing International Corporation as reasons for refusing to perform or refund the payment.

SGS sued CAET, CAE Online LLC (CAEO), Ryan Franzke Jacob, and Jeffrey Scott Robbins for breach of contract, repudiation or anticipatory repudiation, promissory estoppel, fraudulent inducement and fraudulent misrepresentation, and unjust enrichment. The defendants moved to dismiss several claims and all claims against the individual defendants. They also moved to stay the action while the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) considered CAET’s asserted application for a license to refund SGS’s payment.

Motion to Stay

The court was not persuaded that the primary-jurisdiction doctrine required a stay. That doctrine can allow an agency to address issues requiring specialized expertise or uniform administration, but the court found that the OFAC application involved interpreting a limited number of export-control regulations as applied to a single license application.

The court deferred ruling on whether to issue a separate discretionary stay while awaiting a status report about the OFAC application. The defendants were ordered to file that report within one week of the order, by March 17, 2026.

Motion to Dismiss

The court dismissed SGS’s breach-of-contract and repudiation claims against CAEO. The invoice and purchase order identified CAET as the seller or vendor and did not identify CAEO or CAE Online as a party. The court concluded that SGS had not plausibly alleged a contractual relationship with CAEO.

The court dismissed all claims against Jacob and Robbins because SGS had not adequately pleaded alter-ego liability. Alter ego is an exception to the general rule that a corporation and its owners or managers are separate legal entities. The court found that SGS had largely recited general factors and conclusions rather than providing enough specific facts showing that the defendants disregarded the companies’ separate corporate forms.

The court dismissed SGS’s promissory-estoppel and unjust-enrichment claims against all defendants. It reasoned that the parties did not dispute the existence of a valid, consideration-backed contract covering the transaction, and SGS had not adequately alleged why it lacked an adequate legal remedy.

The court also dismissed SGS’s fraudulent-inducement and fraudulent-misrepresentation claims against all defendants. Although fraud based on an affirmative misrepresentation that induces a contract may sometimes proceed alongside a contract claim, the court found that SGS had not alleged harm beyond purely economic losses arising from the alleged failure to perform the contract. The court therefore concluded that the contract claims comprehensively covered the alleged harm.

Disposition

Judge Haywood S. Gilliam, Jr. granted the defendants’ partial motion to dismiss, with leave to amend. The court deferred ruling on the motion to stay pending the defendants’ status report. SGS’s amended complaint was due March 31, 2026. The opinion does not expressly state whether the dismissed claims were dismissed with or without prejudice.