Balt International this week escaped a lawsuit brought by Neurvana Medical accusing Balt, its U.S. subsidiary and two executives of reneging on a $16 million deal for its Titan neurovascular catheter in scheme to “sabotage and destroy” Neurvana.
In September 2016, the French company acquired Blockade Medical, including its Barricade coil and a facility in Irvine, Calif., that became the headquarters for Balt’s newly formed American subsidiary.
Balt International CEO Pascal Girin took the same role at Balt USA, with Blockade co-founder, president & CTO David Ferrera as president & COO of Balt USA. Neurvana was then spun out to continue development of three devices that weren’t included in the Barricade purchase, according to the lawsuit, filed earlier this year in the Delaware Chancery Court.
Ferrera was named chairman of Neurvana, which was simultaneously pursing regulatory approvals and a buyer for its Titan device. The company chose Balt USA over Johnson & Johnson (NYSE:JNJ) unit Cerenovus, in a deal that included $16 million in milestones pegged to approvals in Europe and the U.S., according to the complaint.
The relationship between Ferrera and Neurvana soured, the company alleged, and in the fall of 2017 it asked him to resign as chairman while retaining his ownership stake.
“Incensed by his ouster from Neurvana’s board, Ferrera has sought to sabotage Neurvana and starve it of funds, hoping to cause the young start-up to collapse so he and/or Balt can acquire its valuable assets for far less than they are worth,” according to the complaint, which also accused Ferrera of spiking a crucial supply deal and demanding repayment of $264,000 “for expenditures purportedly made by Balt USA on Neurvana’s behalf immediately after it was spun out.”
The defendants bid to dismiss the complaint in February, with Balt International, Ferrera and Girin moving to dismiss for lack of personal jurisdiction and Balt USA for failure to state a claim. The Balt USA motion is in abeyance pending “supplemental briefing,” according to court documents.
The Delaware court, ruling on the Balt International personal jurisdiction motion, found Sept. 18 that Neurvana failed to meet either of the state’s criteria for binding a non-signatory to an agreement if the non-signing party is “closely related” to the deal. Under Delaware law, a party is “closely related” if it either receives a direct benefit from the agreement or it was foreseeable that the party would be bound by the agreement, according to the ruling.
“Plaintiff creates the impression that Balt International’s role in the transaction was as significant as Balt USA’s by referring to both entities collectively as ‘Balt’ in its complaint, but that trick does not persuade,” the court found. “Plaintiff does not allege that Balt International affirmatively invoked provisions of the purchase agreement. Nor does plaintiff provide any sort of meaningful indication that Balt International was involved in the negotiation and planning of the deal.”
Neurvana also failed to establish an agency relationship between the French parent and U.S. subsidiary, according to the Chancery Court.
“The crux of plaintiff’s argument is that because Balt USA and Balt International operate ‘as two arms of the same business’ on different continents, an agency relationship should be inferred. This argument is not persuasive, as it fails to identify any sort of meaningful nexus between the two entities. The complaint lacks any well-pleaded allegations that Balt International ‘controls and dominates [Balt USA’s] activities.’ Accordingly, this court declines to find that jurisdiction over Balt International exists based on agency,” the court ruled.
