Opera Gallery investor suit moves twice after venue fight
A judge sent the $2 million investor dispute to Delaware after Opera Gallery argued the case did not belong in Florida.
Law and Crime
An investor lawsuit over a $2 million Opera Gallery deal has moved twice because the gallery has fought from the start over where the case should be heard, first out of Florida state court and then out of Florida entirely.
Agorive, S.A., a Belgian company, filed the lawsuit on January 22 in Florida state court in Miami against Opera Gallery Holding USA Inc. Opera Gallery moved the case to Miami federal court in February and then persuaded a judge to send it to Delaware instead of letting it continue in Florida.
The claims have not been dismissed, but Opera Gallery won an early fight over where the case will be heard. The dispute shifted to the state where the parties agreed fights over the 2015 shareholders agreement should take place.
The move puts the case in a forum more closely tied to the holding company being sued than to the Miami gallery location. While the gallery has a location in Florida, the holding company being sued is incorporated in Delaware and is mainly run from New York.
Delaware is also the country’s central forum for corporate disputes, putting the case in a court system deeply familiar with fights over shareholder agreements.
Chief U.S. District Judge Cecilia M. Altonaga ordered the transfer on May 11. The case opened in Delaware the next day and was assigned on May 13 to U.S. District Judge Maryellen Noreika in Wilmington.
The lawsuit stems from Agorive’s 2015 investment in Opera Gallery. According to removal papers previously detailed by Urgent Matter, Agorive received an equity stake in the company in exchange for $2 million and negotiated a “put right,” a provision that could require Opera Gallery to buy back its shares if certain conditions were met.
Belgian investor sues Opera Gallery over $2M deal
Opera Gallery removed the case from a state court in Florida to federal court, and said it would seek to have the case dismissed.
Adam Schrader
Opera Gallery said those conditions were never met. The company said the agreement required Opera Gallery to have cash reserves equal to five times Agorive’s original investment before Agorive could force a buyback.
It also required subsidiaries to hold artwork inventory equal to at least 60% of current-year sales before a full buyback could be required.
Opera Gallery has described Agorive’s demand as an attempt to obtain a “$6 million windfall,” according to the gallery’s earlier removal papers. Agorive’s full complaint has not been fully public, and much of the early record was redacted.
Opera Gallery first asked the Florida federal court on March 2 to dismiss the case, arguing that Florida was the wrong venue, that Delaware was the proper forum, and that Agorive had not stated a valid claim.
Follow along with other lawsuits at Urgent Matter's art lawsuit tracker.
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