Judge: Lisa K. Sepe-Wiesenfeld, Case: 22SMCV02450, Date: 2023-10-31 Tentative Ruling

Case Number: 22SMCV02450    Hearing Date: January 25, 2024    Dept: N

TENTATIVE RULING

Defendants NMS Fin Holdings, LLC, NMS Capital Advisors, LLC dba HB Securities, LLC, NMS Capital Group, LLC, BDMGMT Partners, LLC, and Trevor Saliba’s Motion to Dismiss Plaintiff’s (A Permanently Revoked Corporation) First Amended Complaint is DENIED.

Defendants NMS Fin Holdings, LLC, NMS Capital Advisors, LLC dba HB Securities, LLC, NMS Capital Group, LLC, BDMGMT Partners, LLC, and Trevor Saliba to give notice.

REASONING

Defendants NMS Fin Holdings, LLC, NMS Capital Advisors, LLC dba HB Securities, LLC, NMS Capital Group, LLC, BDMGMT Partners, LLC, and Trevor Saliba (“Defendants”) have moved the Court for an order dismissing Plaintiff J&C Global Holdings, Inc. (“Plaintiff”)’s First Amended Complaint if Plaintiff did not cure its lack of capacity and present proof of the same to this Court. This motion first came on for hearing on October 31, 2023, and December 1, 2023, and the Court issued an order continuing the hearing on the motion and giving Plaintiff the opportunity to cure its revoked corporate status and render the corporate entity as existing in good standing. The Court further ordered Plaintiff to file evidence that it is an active corporation in good standing, with a final certified copy, or Plaintiff’s complaint would be dismissed, and its default would be entered.

On December 19, 2023, Plaintiff filed a Notice of Plaintiff J&C Global Holdings, Inc.’s Revival, which included two certified copy attachments showing that Plaintiff is now an active corporation in good standing in Nevada, as evidenced by a Certificate of Reinstatement/Revival, certified by the State of Nevada, Office of the Secretary of State, showing Plaintiff’s active entity status, and a Certificate of Existence with Status in Good Standing from the State of Nevada Secretary of State. In a status conference statement filed on January 19, 2024, Defendants argue that Plaintiff’s revival paperwork is false, but the certificate shows it is certified by the Secretary of State, and the ability of Corinne Allain to serve as President, Secretary, Treasurer, and Director of Plaintiff is not a matter properly considered in the context of this motion to dismiss based on corporate revival. The Court also will not reject these documents due to a difference in last name because this is a matter for the Secretary of State to consider in determining whether the revival is proper. The Court finds that Plaintiff is an active corporation who may continue in this action. Accordingly, Defendants NMS Fin Holdings, LLC, NMS Capital Advisors, LLC dba HB Securities, LLC, NMS Capital Group, LLC, BDMGMT Partners, LLC, and Trevor Saliba’s Motion to Dismiss Plaintiff’s (A Permanently Revoked Corporation) First Amended Complaint is DENIED.