Preview:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

LISA, S.A., a Panamanian Corporation, Plaintiff, v. JUAN JOSE GUTIERREZ MAYORGA, CAMPERO USA CORP., a Delaware Corporation, CAMPERO, INC., a Delaware Corporation, COMPARO INTERNATIONAL S.A., a Panamanian Corporation, CAMPERO INTERNATIONAL LTD., a Barbados Corporation, Defendants.

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

C.A. No. 2571-VCL

MEMORANDUM OPINION AND ORDER Submitted: March 16, 2009 Decided: June 22, 2009

Peter B. Ladig, Esquire, BAYARD, P.A., Wilmington, Delaware; Bruce W. Sanford, Esquire, Mark A. Cymrot, Esquire, Ronald F. Wick, Esquire, BAKER & HOSTETLER LLP, Washington, D.C., Attorneys for the Plaintiff.

Arthur L. Dent, Esquire, Brian C. Ralston, Esquire, Kirsten A. Lynch, Esquire, POTTER ANDERSON & CORROON LLP, Wilmington, Delaware; Edward H. Davis, Jr., Esquire, Edward M. Mullins, Esquire, Annette C. Escobar, Esquire, ASTIGARRAGA DAVIS, Miami, Florida, Attorneys for the Defendants.

LAMB, Vice Chancellor.

This action, filed in 2006, relates to a 1992 sale of shares in a group of family-owned corporations organized under the laws of Guatemala and El Salvador. The plaintiff is a Panamanian corporation. The defendants are a Panamanian corporation, a Barbados corporation, and two Delaware corporations that were organized more than a decade after the alleged fraud. Also named as a defendant is a Guatemalan national and resident who is an officer and/or director of the corporate defendants. In 2007, the court stayed this action in favor of related litigation pending in state and federal courts in Florida. When those actions were all dismissed, the defendants renewed their motions to dismiss this action on various grounds, most of which stem from the lack of connection between Delaware and the underlying claim of fraud. The court now concludes that Delaware courts lack personal jurisdiction over any of the defendants other than the two late-created Delaware entities. The court also concludes that a number of the counts in the complaint fail to state a claim upon which relief can be granted against either of those Delaware entities and that, in addition, all claims against them must be dismissed on grounds of forum non conveniens.

1

I. A. The Parties Plaintiff Lisa, S.A. is a corporation, organized under the laws of the Republic of Panama, which represents the interests of the family of Juan Arturo Gutierrez Strauss (the "Gutierrez Strauss family"). Defendant Campero International S.A. ("Campero Panama") is a corporation organized under the laws of the Republic of Panama. Campero Panama franchised the Pollo Campero chain of restaurants in the United States from 2001 to 2003. Defendant Campero International, Ltd. ("Campero Barbados") is a corporation organized under the laws of Barbados and a wholly owned subsidiary of Campero Panama. Defendant Campero, Inc. ("Campero Delaware") is a Delaware corporation and a wholly owned subsidiary of Campero Barbados. Defendant Campero USA Corp. ("Campero USA") is a Delaware corporation and a wholly owned subsidiary of Campero Delaware. Campero USA is the franchiser of Pollo Campero restaurants in the United States. Pollo Campero has franchises in California, New York, Illinois, Maryland, Texas, Virginia, and Washington, D.C.

2

Defendant Juan Jose Gutierrez Mayorga ("Juan Jose Gutierrez") is an officer and/or director of all of the defendant corporations, and is President of Pollo Campero, S.A. B. The Facts The following facts are drawn from the well-pleaded allegations in the amended complaint, which the court assumes to be true for the purposes of the motion to dismiss.1 1. Relevant Non-Parties

Pollo Campero, S.A. ("Pollo Campero Guatemala") is a corporation organized under the laws of the Republic of Guatemala. Pollo Campero Guatemala is the originator of the Pollo Campero chicken restaurant concept. During the relevant period, Pollo Campero Guatemala owned the Pollo Campero name and recipes and operated Pollo Campero restaurants in Guatemala and elsewhere. Avicola Salvadore

Download 123420.pdf

Delaware Law