Many of these issues will turn on the credibility of witnesses and the sufficiency of the evidence and, at a minimum, present "fair ground for litigation." See Watkins, 346 F.3d at 844 (quoting Loveridge v. Plaintiffs argue Rapid Link has not fully paid the compensation owed, while Rapid Link claims Plaintiffs have been fully compensated and that it may dispose of One Ring as it sees fit. The SPA expressly provides that Rapid Link may not dispose of One Ring until it has paid the compensation due to Plaintiffs under the SPA. ![]() Planned Parenthood Minnesota, North Dakota, South Dakota v. Only where the movant shows a "substantial likelihood of success on the merits" does a district court proceed to weigh the other Dataphase factors. ![]() Plaintiffs claim the evidence before the Court clearly establishes the likelihood of their success on the merits. Probability of Success on the Merits, and the Public Interest ![]() A preliminary injunction is considered an extraordinary remedy, and the burden of proving each of the Dataphase factors lies with the party seeking the injunction. A district court should weigh "(1) the threat of irreparable harm to the movant (2) the state of the balance between this harm and the injury that granting the injunction will inflict on other parties litigant (3) the probability that movant will succeed on the merits and (4) the public interest." Id. In determining whether a preliminary injunction should issue, the Court is required to consider the factors set forth in Dataphase Systems, Inc. ( Id.) Plaintiffs also argue that Rapid Link's disposal of One Ring will render Rapid Link judgment proof. 3 at 2.) Plaintiffs claim that the transaction between Rapid Link and Blackbird is a "reverse merger" that will create a corporate entity free of the obligations imposed in the SPA. Plaintiffs seek a preliminary injunction on the grounds that they will be irreparably harmed by the merger, because, if it is allowed to proceed, Rapid Link will spin off One Ring and dispose of other valuable assets. However, the filing occurred in October of 2009 and both parties agree the actual closing date was scheduled for March of 2010. The 8-K states "March 31, 2009," is the anticipated closing date. ¶¶ 22, 24, 25.) Plaintiffs assert causes of action for breach of contract, unjust enrichment, attorney fees, and equitable accounting, and seek money damages as well as disclosure of Rapid Link's books and records. ( Id.) Plaintiffs allege that this transaction is in direct contravention of the SPA, and Plaintiffs will be unable to collect the compensation owed under the SPA because the merger will eliminate most of Rapid Link's assets. 1-2 ("Form 8-K") at 2.) According to the 8-K, the transaction between Rapid Link and Blackbird is to close on March 31, 2010. (SPA at 35.) The Form 8-K indicates that Rapid Link intends to acquire all the shares of Blackbird Corporation ("Blackbird") by transferring 80% of Rapid Link's then-issued and outstanding shares of common stock to Blackbird's shareholders. The SPA required Rapid Link to maintain One Ring as a wholly owned subsidiary until the Defendant paid the agreed purchase price. ¶ 19.) Further, Plaintiffs claim Rapid Link has failed to pay Plaintiffs in excess of $600,000, plus shares, based on Rapid Link's allegedly understated revenues. ¶ 18 SPA at 6-7.) Plaintiffs allege that Rapid Link, in a Form 8-K ("8-K") filing with the Securities and Exchange Commission ("SEC"), understated the revenue on which the "true up" calculation was based. ¶ 17.) The "true up" compensation was to be based on certain revenue. ¶¶ 15-16 SPA at 6-7.) Plaintiffs allege that Rapid Link has failed to pay the "true up" portion of the agreed compensation described in the SPA. 1-1 ("SPA").) Under the terms of the SPA, Plaintiffs became shareholders of Rapid Link and were to be paid certain compensation. 25 at 15.) Rapid Link entered into a Stock Purchase Agreement ("SPA") with One Ring and its shareholders. ![]() ("Rapid Link") purchased the shares of One Ring. 1, Complaint ¶ 12.) On March 28, 2008, Defendant Rapid Link, Inc. Plaintiffs Matthew Liotta, Dennis Liotta, John Liotta, Cynthia Stedeford, and Harry Riggs (collectively "Plaintiffs") were shareholders in One Ring Networks, Inc. After considering briefs and evidence filed by the parties, and hearing arguments on January 15, 2010, the Court concludes that Plaintiffs' motion should be denied. This matter is before the Court on Plaintiffs' Motion for Preliminary Injunction (Filing No.
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