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Muncy v. InterCloud Systems, Inc.

United States District Court, E.D. Kentucky, Central Division

March 10, 2015

ROBERT B. MUNCY, JR., PLAINTIFF
v.
INTERCLOUD SYSTEMS, INC., et al., DEFENDANTS

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For Robert B. Muncy, Jr., D.M.D., Plaintiff: Eva Christine Trout, LEAD ATTORNEY, Trout Law Office, PLLC, Lexington, KY; J. Kent Wicker, LEAD ATTORNEY, Dressman Benzinger LaVelle PSC - Louisville, Louisville, KY.

For Intercloud Systems, Inc., Defendant: Culver V. Halliday, LEAD ATTORNEY, Stoll, Keenon & Ogden, PLLC - Louisville, Louisville, KY; Eric D. Dowell, Scott C. Ross, LEAD ATTORNEYS, PRO HAC VICE, Pryor Cashman LLP - NY, New York, NY.

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MEMORANDUM OPINION AND ORDER

David L. Bunning, United States District Judge.

Plaintiff Robert Muncy alleges that Defendant InterCloud Systems, Inc. violated federal and state securities laws when Defendant Billy Caudill and former-Defendant Russell Cornett[1] sold him InterCloud stock. InterCloud contends that it is not liable for Caudill's and Cornett's actions and has moved to dismiss under Fed.R.Civ.P. 12(b)(2) for lack of personal jurisdiction and Fed.R.Civ.P. 12(b)(6) for failure to state a claim. This matter is fully briefed and ripe for review. (Docs. ## 20, 23, 27). For the following reasons, the Court will deny InterCloud's Rule 12(b)(2) motion, and grant in part and deny in part its Rule 12(b)(6) motion.

I. Factual and Procedural Background

The following facts are taken either fro the Plaintiff's Amended Complaint or from relevant public records and corporate filings. Bovee v. Coopers & Lybrand C.P.A., 272 F.3d 356, 360-61 (6th Cir. 2001) ( " [T]his Court may consider the full text of the SEC filings, prospectus, analysts' reports and statements 'integral to the complaint,' even if not attached, without converting the [Rule 12(b)(6)] motion into one for summary judgment." ).

In October 2012, Plaintiff Robert Muncy, D.M.D., met with Defendant Billy Caudill and former-Defendant Russell Cornett at a restaurant in Lexington, KY. (Doc. # 11 at ¶ 12). Caudill is the former President of Genesis Group Holdings Company, which changed its name to InterCloud in January 2013.[2] (Doc. # 20 at Exs. A, D). InterCloud is a Delaware Corporation that engages in internet data storage and has its principal office in New Jersey. (Doc. # 11 at ΒΆ 3). Caudill joined Genesis in 2010 when it acquired Defendant Digital Comm, Inc. (Doc. # ...


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