The Seren Fashion Art and Interiors v. Sands

Background

Sehra Waheed brought this action against Everett K. Sands, identified as Lendistry, LLC’s chief executive officer. She sought to hold Sands responsible for Lendistry’s failure to complete a loan to Waheed’s company under a letter of intent. The opinion states that Judge Clarke had already dismissed an earlier lawsuit by Waheed and her company against Lendistry concerning the same failure to make the loan.

Waheed, who appeared to be representing herself, filed an emergency affidavit asking for immediate review of her amended complaint and an expedited order. The Court construed that filing as an application for a preliminary injunction, which is an extraordinary temporary remedy issued before final judgment.

Reasons for the ruling

To obtain a preliminary injunction, Waheed had to show a likelihood of success on the merits, or sufficiently serious questions for litigation combined with a strongly favorable balance of hardships; a likelihood of irreparable injury; a favorable balance of hardships; and consistency with the public interest.

The Court held that Waheed had not shown a likelihood of success or even serious questions about the merits. The Court reasoned that if Waheed could not succeed against Lendistry, there was no likelihood that she could succeed against Lendistry’s chief executive officer. The Court also noted that Waheed did not attempt to demonstrate the likelihood of success on her claim.

The Court identified additional defenses that Waheed had not addressed. It found no showing that the Court had personal jurisdiction over Sands, meaning legal authority over him in this case, based on either general or specific jurisdiction. The Court also explained that corporate executives generally are not personally liable for their corporations’ contracts when acting within the scope of their employment, absent bad faith or fraud. In addition, Waheed had not shown Sands’s specific involvement in Lendistry’s failure to make the loan.

The Court further noted that the loan would have been made to Waheed’s company rather than to Waheed personally. Because Waheed appeared to be representing herself, she could not represent the company in court. Finally, the Court found no showing of irreparable injury. The alleged loss of income could be addressed through money damages, so it did not satisfy the requirement that the injury be actual, imminent, and not adequately repairable through financial compensation.

Disposition

The Court denied Waheed’s application for a preliminary injunction. The opinion did not state that the application was denied with or without prejudice. Judge John G. Koeltl also stated that arguments not specifically addressed were either moot or without merit.