Minnesota: Nubai Global Investment Limited v. Clarke

A shareholder suit in the District of Minnesota over control of two companies and an iron ore operation. Madnani's investment vehicle was the plaintiff, not the defendant — a distinction that is routinely lost when this case is summarised.

The record

Established

Nubai Global Investment Limited filed suit against Thomas Clarke in the United States District Court for the District of Minnesota on 31 July 2018, docket 0:18-cv-02228.
The public docket records the cause as '28:1332 Diversity — Stockholders Suits' and the nature of suit as '160 Stockholders Suits'.
The docket records the case as terminated on 14 March 2019.
Nubai Global Investment Limited was the plaintiff in this action. Thomas Clarke was the defendant.

Alleged

Nubai's complaint alleged that Clarke, having been removed as a director, purported to remove the other directors of Chippewa Capital Partners and Mesabi Metallics and installed himself as sole director and chief executive.
Clarke told reporters that he was the party who severed ties, after Nubai failed to provide funding it had promised for the project, and that he remained chief executive and rightful owner (as reported by The Wall Street Journal).

Unresolved

The terms of the disposition are not stated in the public docket summary. Readers who need the operative order should retrieve it from PACER or the CourtListener docket.

Why this case is on the file

It appears in due diligence summaries of Manoj Madnani, and it is almost always mischaracterised. The direction of the litigation matters.

Nubai Global Investment Limited — held through Madnani’s investment firm DSA Investments — was the plaintiff. Thomas Clarke was the defendant. The allegations of misconduct in this action ran from Madnani’s side to Clarke, not the other way round.

What the docket establishes

The public record of the United States District Court for the District of Minnesota shows a case captioned Nubai Global Investment Limited v. Clarke, docket number 0:18-cv-02228, filed on 31 July 2018. The cause is recorded as “28:1332 Diversity — Stockholders Suits”, the nature of suit as “160 Stockholders Suits”. The docket records the case as terminated on 14 March 2019.

Those are the facts the docket carries. The operative order is not summarised in the public docket metadata; anyone relying on the outcome should pull the order itself.

The underlying dispute

The companies at the centre of it were Chippewa Capital Partners LLC and Mesabi Metallics Company LLC — the latter formerly Essar Steel Minnesota LLC, which had gone through bankruptcy, and which held an iron ore operation on Minnesota’s Iron Range.

Nubai’s complaint alleged that after it acquired Clarke’s shares in Chippewa and removed him as a director, Clarke purported to remove the remaining directors of both companies and installed himself as their sole director, chief executive and spokesperson.

Clarke’s answer

Clarke contested it publicly. He told the press that he was the one who had cut ties, after Nubai failed to produce funding it had promised for the project, and that he remained the chief executive and rightful owner of the company. The Wall Street Journal reported his account at the time.

What this file does not say

Nothing in this matter is a finding against Manoj Madnani or against any company he controls. He is on the plaintiff’s side of it.

Chronology

14 March 2019
The docket records the case as terminated.CourtListener docket
31 July 2018
Nubai Global Investment Limited files suit against Thomas Clarke in the District of Minnesota, docket 0:18-cv-02228.CourtListener docket