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1
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DEFENDANTS REPLY MEMORANDUM IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
COURT TAFAZOLLI DISMISS DEFENDANT MOTION FIRST-FILED RULE FORUM SUPPORT WFI DEL CHANCERY CASTLE COUNTY WIRELESS FACILITIES WILMINGTON CALIFORNIA DELAWARE LAW PLAINTIFF MEMORANDUM DAVID BRAND PRICKETT KING STREET ATTORNEYS DOCTRINE JURISDICTION CONVENIENS CENG MIEE AUTHORITIES |
IN THE COURT (OF CHANCERY OF THE STATE OF DE.LAWARE
IN AND FOR NEW CASTLE COUNTY
RAHIM TAFAZOLLI, BSc, MSc, PhD, :
CEng, MIEE, MIEEE,
Plaintiff,
V. C.A.No. 18204:NC
WIRELESS FACILITIES, INC., :
a Delaware Corporation,
Defendant. :
DEFENDANT'S REPLY MEMORANDUM
IN SUPPORT OF ITS MOTION TO DISMISS OR
IN STAY
DAVID E. BRAND (ID #201)
Prickett, Jones & Elliott
1310 King Street
P. 0. Box 1328
Wilmington, DE 19899
(302) 888-6514
Attorneys for Defendant
DAT:E: N'ovember 1.3, 2000
TABLEOFCONTENTS
Table of Authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Argument
1-7
1. Tafazolli either misunderstands or ignores key differences
between the first-f&d rule and the forum non conueniens doctrine................1
2. The California court is capable of rendering prompt and
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2
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DEFENDANTS REPLY MEMORANDUM IN SUPPORT OF MOTION FOR PROTECTIVE ORDER
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EXTRACTED KEY WORDS
MOTION TAFAZOLLI WFI PROTECTIVE ORDER CALIFORNIA DISCOVERY LITIGATION DISMISS COUNSEL RESPONSE PENDING MOTION REQUESTS HAGUE CONVENTION FACTS PREJUDICE PAR OPENING PARTIES PARTY COURT RESOLVE RESOLUTION DELAY SKEEN AFF APP SUPPORTING INCORRECT DUPLICATION PAY |
IN THE COURT CF CHANCERY 0:F THE STATE: OF DELAWARE
IN AND FOR NEW CASTLE COUNTY /5
RAHIM TAFAZOLLI, EISc, MSc, PhD,
CEng, MIEE, MIEEE,
Plaintiff:
V. C. A. No. 18204NC .
WIRELESS FACILITIES, INC.,
a Delaware Corporation,
Defend.ant.
DEFENDANT'S
- RlEPLY
- MEMORANDUM IN SUPPORT OF ITS
MO'T'ION FOR PROTlj:CTIVE ORlm
Tafazolli's response to WFI's Motion for Protective Order misconstrues
certaia key facts and makes other statements which do not prove true.
I. If it was truly urgent for Tafazolli to resolve this matter he could
have voluntarily accepted service in the California Action back in
July, and been well on the way to resolution on the merits.
Tafazolli's own actions belie his assertion that he has a "tremendous
need" for quick resolution and, accordingly, that he will be unduly prejudiced
if the protective order WFI seeks is entered. Tafazolli now maintains "there
is a tremendous need to litigate these issues at the first possible time."
Tafazolli's Response in Opp'n to WFI's Motion for Protective Order, 6. He
must have thought differently in July of 2000 when he refused to accept
service in the Califorma Action, and instead caused delay with his forum-
shopping. See Skeen Aff., par. S., app. 1 to WFI's Opening Brief supporting
17533.1\12457Yvl I
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3
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MEMORANDUM OF LAW IN OPPOSITION TO MOTION TO DISMISS
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EXTRACTED KEY WORDS
COURT TAFAZOLLI DELAWARE MOTION DISMISS COMPLAINT LAW JURISDICTION WFNY WFI STOCK SUFFER PLAINTIFF WIRELESS FACILITIES BASIS RESPECTFULLY REQUESTS PROSECUTION LITIGATION PROFESSOR RAHIM DOCTRINE CONSULTING STOCK CERTIFICATE WITNESSES PRINCIPALS UNITED KINGDOM BUSINESS LITIGATING INCONVENIENCE DEFENDANT |
IN THE #COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RAI IIh4 T/U~A%OLLI. BSc, MSc, I'hD. )
Cl::lg. .\/1IE.E:, MIEEE 1
Plaintiff,
\`. CA. No. 18204-NC
i
Vv'IRlXESS FACILITIES. INC., 1
a I~ela~~~m Corporation
i
Defendant. )
MEMORANDUM OF LAW IN OPPOSITION
TO DEFENDANT'S MOTION TO DISMISS OR, IN THE ALTERNATIVE, TO STAY
-__ --.-
1. IN'TRODUCTION
Although seeking the protection of the laws of Dclawarc 1~) incorporating in this state.
dcii-ndant Wireless Facilities. Inc. ("WFI") asserts that the complaint in this action should bc
dismissed or stayed because it would suffer "inuon\,enieiice" by deknding in this jurisdiction.
Iio\vr:~~er. the sole basis for WFI's assertion -.. an action it liled against Professor Rahim
Tafazolli ("Professor `I`a~xzolli") in its "home"jurisdiction of California two weeks p'-ior to
in:,titution of this action ~ dots not justif), either the dismissal or stay of this action based
application of either the "first-filed" rule or the doctrine of,$vwm .VOM cnr7venie17s.
l~nfcssor I`afazolli respectfully requests that WFI's Motion bc denied and that he be permitted
continue the prosecution of this acrion.
II. FAC:TL!AL, BACKGROUND
~_
In October 1996, Massih and Masood Taycbi. principals of WFI, trawled to the United
I< ngciom to meet with Professor l'afazolli, a respected and well-known electrical engineer ill
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4
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RESPONSE TO MOTION
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EXTRACTED KEY WORDS
DISCOVERY WFI PROFESSOR TAFAZOLLI COURT CALIFORNIA DISMISS PLAINTIFF RESPONDING JURISDICTION DEFENDANT REQUESTS COMPLAINT EXHIBIT DEL LITIGATION STOCK CERTIFICATE WIRELESS FACILITIES PROTECTIVE ORDER DELAWARE HERETO FORUM JUSTIFY CIV COUNSEL PROFESSOR TAFAZOLLI ADMITS QUASH SERVICE SUMMONS REASONS PENSIONSKASSE DER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
XN AND FOR NEW CASTLE COUNTY
RAHIM TAFAZOLLI, BSc, MSc, PhD, )
CEng, MIEE, MIEEE
i
Plaintiff,
,'
V. C.A. No. 18204-NC _
,'
WIRELESS FACILITIES, INC.,
a Delaware Corporation i
Defendant.
RESPON§E TO MOTION
TO: David E. Brand, Esquire
PRICKETT, JONES & ELLIOTT
1310 King Szeet
P.O. Box 1328
Wilmington, DE. 19899
PLE:ASE TAKE NOTICE that the attached Response in Opposition to Defendant's
Motion for Protective Order will be presented to this Honorable Court at a time convenient to
Court and counsel.
SAUL EWING LLP
By:`yH-k_--/l/-ik
( ,
Michael F. Bonkowski (Id. O. 2219)
222 Delaware Avenue, Suite 1200
Wilmington, DE 19899
(302) 422-6863
Attorneys for Plaintiff, Rahirn Tafazolli
Dated: October 19, 2000
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
HN AND FOR NEW CASTLE COUNTY
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5
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OPENING BRIEF IN SUPPORT OF MOTION TO DISMISS OR STAY
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EXTRACTED KEY WORDS
COURT TAFAZOLLI CALIFORNIA DISMISS DEL DEFENDANT WIRELESS FACILITIES SUPPORT COUNTY PARTIES PLAINTIFFS FORUM RAHIM TAFAZOLLI OPENING KING STREET WILMINGTON WITNESSES WFI DELAWARE LAW DAVID PRICKETT CHANDLER STOCK INCENTIVE PLAN JURISDICTION CASTLE COUNTY MSC CENG MIEE ATTORNEYS |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE :
IN AND FOR NEW CASTLE COUNTY
RAHIM TAFAZOLLI, RSc, MSc, PhD, :
CEng. MIEE, MIEE:E,
Plaintiff,
V. C. A. No. 18204NC
WIRELESS FACILITIES, INC., :
a Delaware Corporation,
Defendant.
OPENING BRIEF IN SUPPORT OF DEFENDANT'S
M O T I O N TO DISMISS OR STAY
DAVID E. BRA4ND (ID #201)
Prickett, Jones & Elliott
1310 King Street
P. 0. Box 1328
Wilmington, DE 19899
(302) 888-6514
Attorneys for Defendant
DAT:E: Cktohcr 6, ;!OOO
TABLE OF CONTENTS
`I'.rlBL,E OF AUTHC~RITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.............................. .ll-111
STATE:LfENT OF THE NATURE AND
STAGE OF THE I'ROCE EDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . 1
S'I'ilTEMENT OF FACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . ..__ 2:
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6
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INC. VERIFIED COMPLAINT
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EXTRACTED KEY WORDS
PROFESSOR TAFAZOLLI STOCK STOCK CERTIFICATE SHARES CONSULTING SERVICES TAYEBI WIRELESS FACILITIES EQUITY COURT RAHIM TAFAZOLLI DELAWARE PLAINTIFF EXCHANGE MASOOD DEFENDANT WIRELESS FACILITIES ELECTRICAL ENGINEER PRINCIPALS REPRESENTATION STOCK SPLIT COMMON STOCK WIRELESS COMMUNICATIONS JUDGMENT DECLARING PROFESSOR INCORPORATION IMPOSING COSTS COURT DEEMS CENG MIEE MIEEE APPROACHED PROFESSOR |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
RAHIM TAFAZOLLI, BSc, MSc, PhD, )
CEng, MIEE, MIEEE ,
;
Plaintiff, 1
V .
WIRELESS FACILITIES, INC.,
a Delaware Corporation,
Defendant. )
VERIFIED COMPLAINT
-
INTRODUCTION
Plaintiff, Rahim Tafazolli, BSc, MSc, PhD, CEng, MIEE, MIEEE, is a
respected and well-known electrical engineer in the wireless communications field who is a
professor at the University of Surrey in Surrey, England. In 1996, Massih and Masood
Tayebi, principals of defendant Wireless Facilities, Inc. ("WFI"), approached Professor
Tafazolli and asked that he perform consulting services for WFI. In exchange for Professor
Tafazolli foregoing the opportunity to perform services for others, and for his agreeing to
perform consulting services for WFI at a reduced rate, Professor Tafazolli was promised an
equity interest in WFI. In November 1996, Massih Tayebi personally hand delivered
certificate number 99 for 15,000 shares of WFI stock (the "Stock Certificate") to Professor
Tafazolli in England.
The defendant now seeks to deprive Professor Tafazolli of the value of his
equity interest in WFI. By this Complaint, Professor Tafazolli requests that the Court order
WFI to reissu.e his stock certificate pursuant to Delaware Business Corporation law; to issue an
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