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ELECTRONICALLY FILED
COURT OF COMMON PLEAS
Thursday, June 3, 2021 2:16:41 PM
CASE_D SCR
CASE_ TYPE
CASE NUMBER: 2020 CV 01749 Docket ID: 35501029
2020 CV 01749
CV
MIKE FOLEY
DOCKET_ CODE
FORMSGEN YES
WORDDOC YES
CLERK OF COURTS MONTGOMERY COUNTY OHIO
IN THE COMMON PLEAS COURT OF MONTGOMERY COUNTY, OHIO
CIVIL DIVISION
PETRORUSSIA HOLDING LTD. et al, CASE NO.: 2020 CV 01749
Court
Plaintiffs, JUDGE MARY E. MONTGOMERY
Pleas
-vs-
ORDER AND ENTRY STAYING THIS
ADIL BAGUIROV et al, MATTER PENDING PROCEEDINGS IN
COURTS OF THE BRITISH VIRGIN
Common
Defendants. ISLANDS AND PANAMA
General Division
This case presents the following threshold issue: who has the authority to bring suit on behalf of the
plaintiff corporate entities? Those who filed suit in this matter seek pre-suit discovery from Defendants Adil
County
Baguirov (“Mr. Baguirov”) and Turbillion, LLC (“Turbillion”) (collectively, “Defendants”) pursuant to R.C.
2317.48. The plaintiffs are three corporate entities registered with the Territory of the British Virgin Islands
Montgomery
(“BVI”): PetroRussia Holding Ltd. (“PetroRussia”), Petroinvest Holding LTD (“Petroinvest”) and Nobel
Brothers Pictures, Inc. (“Nobel Brothers”) (collectively, “Plaintiffs”). Mr. Baguirov is a resident of
Montgomery County, Ohio. Turbillion is a Wyoming limited liability company.
Plaintiffs allege that their previous owner passed away in 2019 and that their new owners are seeking
to confirm the terms of certain monetary transfers from Plaintiffs to Defendants in the amount of $6.3 million.
Plaintiffs allege that some of these transfers were loans, and that Plaintiffs have a potential cause of action to
recover loan payments. Plaintiffs seek an order, pursuant to R.C. 2317.48, requiring Defendants to respond to
certain interrogatories. Defendants argue that the “new owners” of Plaintiffs do not have the authority under
the applicable law to control Plaintiffs.
The record in this matter reveals the following pertinent facts. Petroinvest is the 100% member and
shareholder of PetroRussia and is the 90% member and shareholder of Nobel Brothers. Prior to March 27,
2019, the sole member and shareholder of Petroinvest was Cherryville, Inc. (“Cherryville”), a Panamanian
corporation. The sole shareholder of Cherryville was Togrul Bagirov (“Togrul”). Togrul died intestate on
January 29, 2019, leaving as his sole heirs his wife, Sevindj Bagirova (“Sevindj”), and their children Fidan
Baguirova (“Fidan”) and Mr. Baguirov. Subsequently, certain documentation was signed on March 27, 2019
that purported to transfer control of Plaintiffs from Cherryville to Sevindj and Fidan. Defendants argue,
however, that Sevindj and Fidan did not follow the proper procedures under BVI and Panamanian law to take
control of the Plaintiff entities. Plaintiffs contend that Sevindj and Fidan are the rightful shareholders of the
Plaintiff entities and that Plaintiffs therefore have the authority to bring this action.
I. PROCEDURAL HISTORY
There are four matters currently pending before the Court. After Plaintiffs filed suit on April 16, 2020,
Defendants filed their Motion to Dismiss on June 19, 2020. Attached to Defendants’ Motion to Dismiss was,
among other things, an affidavit of Mr. Baguirov (the “First Baguirov Affidavit”). On July 3, 2020, Plaintiffs
filed their Plaintiffs’ Brief in Opposition to Defendants’ Motion to Dismiss (“Response to Motion to Dismiss”).
Attached to Plaintiffs’ Response to Motion to Dismiss as Exhibit A was an unnotarized affidavit of Sevindj.
On July 7, 2020, Plaintiffs filed a notice of substitution of a notarized affidavit of Sevindj. Thereafter, on July
10, 2020, Defendants filed their Reply in Support of Motion to Dismiss. Also on July 10, 2020, Defendants
separately filed a second affidavit of Mr. Baguirov (the “Second Baguirov Affidavit”).
On July 14, 2020, Plaintiffs moved for leave to file a sur-reply to Defendants’ Motion to Dismiss. On
July 15, 2020, the Court entered an order granting Plaintiffs such leave. Plaintiffs filed their Sur-Reply to
Motion to Dismiss (“Sur-reply”) on July 24, 2020. Thereafter, in a filing submitted on August 14, 2020,
Plaintiffs moved for leave to file supplemental evidence in support of their opposition to Defendants’ Motion
to Dismiss. In an order filed on August 20, 2020, the Court granted Plaintiffs’ motion for leave to file such
supplemental evidence. In the same August 20, 2020 order, the Court also: (1) notified the parties that it
would be treating Defendants’ Motion to Dismiss as a motion for summary judgment; (2) set deadlines for the
parties to file supplemental memoranda in opposition to and in support of the Motion to Dismiss; and
2
(3) ordered that Defendants not file any additional affidavit of Mr. Baguirov in support of their Motion to
Dismiss without leave of Court.1
Plaintiffs filed their Plaintiffs’ Supplemental Memorandum in Opposition to Defendants’ Motion to
Dismiss on August 28, 2020. Defendants filed their Defendants’ Supplemental Memorandum in Support of
Motion to Dismiss on September 4, 2020. Also on September 4, 2020, Defendants separately filed three
affidavits: an affidavit of Manual Jose Berrocal; an Affidavit of Cyril Troyanov; and an Affidavit of Alvaro
Javier Guilar Alfu, which was not notarized. On September 17, 2020, Defendants filed a corrected, notarized
version of Mr. Alfu’s affidavit.
The three other matters pending before the Court are motions to strike filed by Plaintiffs. On July 24,
2020, Plaintiffs filed their Plaintiffs’ Motion to Strike Affidavit of Adil Baguirov and Exhibits to Defendants’
Reply in Support of Motion to Dismiss (“First Motion to Strike”). Therein, Plaintiffs moved to strike the
Second Baguirov Affidavit. Defendants filed their Response to Motion to Strike on August 7, 2020.
Defendants attached to their response a third affidavit of Mr. Baguirov (the “Third Baguirov Affidavit”). On
August 14, 2020, in the same filing (the “August 14 Reply and Motions”) in which Plaintiffs moved for leave
to file supplemental evidence in support of their opposition to Defendants’ Motion to Dismiss, Plaintiffs filed
their reply in support of their First Motion to Strike.
In addition, in their August 14 Reply and Motions, Plaintiffs moved to strike the Third Baguirov
Affidavit. The Court will refer herein to this motion to strike as Plaintiffs’ “Second Motion to Strike.” No
response to Plaintiffs’ Second Motion to Strike was filed by Defendants.
Finally, on September 17, 2020, Plaintiffs filed their Plaintiffs’ Motion to Strike New Affidavits
Submitted by Defendants (“Third Motion to Strike”). Therein, Plaintiffs moved to strike the affidavits of Mr.
Berrocal, Mr. Troyanov, and Mr. Alfu that Defendants had filed in conjunction with their Defendants’
Supplemental Memorandum in Support of Motion to Dismiss. In an order filed on September 22, 2020, the
Court set submission dates on Plaintiffs’ Third Motion to Strike and ordered the parties not to submit any
additional evidence as to Defendants’ Motion to Dismiss or as to Plaintiffs’ Third Motion to Strike. On October
1
On August 7, 2020, before the Court entered its August 20, 2020 order, Defendants had filed a third affidavit
of Mr. Baguirov.
3
1, 2020, Defendants filed their Response in Opposition to Third Motion to Strike. Thereafter, on October 8,
2020, Plaintiffs filed their Reply in Support of Third Motion to Strike.
II. LAW AND ANALYSIS
Defendants seek an order of summary judgment in this matter, on two bases. First, Defendants contend
that Plaintiffs lack the capacity to sue. Second, Defendants contend that this matter should be dismissed under
the doctrine of forum non conveniens. Plaintiffs argue, inter alia, that the Court is barred under the internal
affairs doctrine from addressing Defendants’ arguments regarding Plaintiffs’ alleged lack of capacity.
Plaintiffs contend that BVI or Panamanian courts must decide any issues as to the identity of the person or
persons who own and/or are shareholders of the Plaintiff entities. See Sur-reply at 4, citing Bracha Found. v.
Warren Steel Holdings, LLC, 11th Dist. Trumbull No. 2015-T-0121, 2017-Ohio-7557, ¶ 34-35; Pls.’ Supp.
Memo. at 5, citing Bracha Found. at ¶ 34-35. Plaintiffs contend that because this Court cannot determine these
issues, Defendants’ argument as to lack of capacity fails, and the Court should deny Defendants’ Motion to
Dismiss.
The Court agrees with Plaintiffs that the internal affairs doctrine applies in this matter. However, the
Court disagrees with Plaintiffs that application of the internal affairs doctrine requires the Court to deny
Defendants’ Motion to Dismiss. Instead, the Court finds that before it may permit this matter to proceed, the
issue as to the person or persons who have the authority to control the Plaintiff entities must be resolved by
BVI and Panamanian courts. Resolution of this issue will either significantly narrow or will dispose of the
issues presented in the parties’ pending motions.
“‘The internal affairs doctrine is a conflict of laws principle which recognizes that only one State
should have the authority to regulate a corporation’s internal affairs—matters peculiar to the relationships
among or between the corporation and its current officers, directors, and shareholders—because otherwise a
corporation could be faced with conflicting demands.’” State ex rel. Petro v. Gold, 166 Ohio App.3d 371,
2006-Ohio-943, 850 N.E.2d 1218, ¶ 47 (10th Dist.), quoting Edgar v. Mite Corp., 457 U.S. 624, 645, 102 S.Ct.
2629, 73 L.Ed.2d 269 (1982), citing Restatement of the Law 2d, Conflict of Laws, Section 302, Comment b at
307-308 (1971). Under this doctrine, “‘the law of the state of incorporation normally determines issues relating
to the internal affairs of a corporation.’” Id., quoting First Natl. City Bank v. Banco para el Comercio Exterior
de Cuba, 462 U.S. 611, 621, 103 S.Ct. 2591, 77 L.Ed.2d 46 (1983), citing Restatement, Section 302,
4
Comments a and e. However, the internal affairs doctrine does not apply when rights of third parties external
to the corporation are at issue. See id., quoting First Natl. City Bank at 621, citing Restatement, Section 301.
The identity of the person or persons who own and/or are shareholders of a corporation is an issue that
falls squarely within the internal affairs doctrine. Therefore, any issues involving whether Sevindj and Fidan
are the sole members or shareholders of the Plaintiff entities must be resolved under BVI law. And any issues
involving the authority of Cherryville to transfer its shares to Sevindj and Fidan must be decided under
Panamanian law. The next question for the Court to consider is whether it may apply BVI and Panamanian
law and decide those issues. The Court concludes that it cannot and that the parties must instead go to the
proper courts in the BVI and Panama to litigate these matters of internal governance.
The formulation of the internal affairs doctrine under Ohio law is as follows:
1. Comity and the necessity for uniformity of decision require that the courts of one state shall
not exercise visitorial powers over a corporation created by or domiciled in another state.
2. Courts of Ohio are without jurisdiction to entertain an action against a foreign corporation
where the result of granting the relief asked would be to interfere with the management of
such corporation or the exercise by the board of directors of such corporation of a discretion
vested in them by the laws of the state of creation or domicile of the corporation.
Relief Ass'n of the Union Works v. Equitable Life Assur. Soc., 140 Ohio St. 68, 42 N.E.2d 653 (1942),
paragraphs one and two of the syllabus. Under Relief Association of the Union Works, the internal affairs
doctrine does not merely present a forum non conveniens situation. See Global Launch v. Wisehart, 156 Ohio
Misc.2d 1, 2010-Ohio-1457, 925 N.E.2d 698 (Franklin C.P.), ¶ 16 (“Some [states] treat internal-affairs cases
as presenting a forum nonconveniens situation in which the question is whether to exercise jurisdiction, not
whether judicial power exists at all”), citing Belk v. Belk's Dep't Store, Inc., 250 N.C. 99, 104, 108 S.E.2d 131
(1959). Rather, the rule set forth at paragraph two of the syllabus in Relief Association of the Union Works
presents a jurisdictional bar to an Ohio court deciding issues relating to the internal affairs of a foreign
corporation. See Global Launch at ¶ 14-17 (finding that the rule set forth in Relief Association of the Union
Works remains good law); Newcomer v. Newcomer, 6th Dist. Lucas No. L-11-1183, 2013-Ohio-5627, ¶ 60
(question of whether rule in Relief Association of the Union Works should be abandoned was beyond the
purview of the Sixth District Court of Appeals).
In Global Launch, the Franklin County Court of Common Pleas was presented with an issue analogous
to the one before this Court. The plaintiff corporation, Global Launch, was incorporated under Delaware law.
5
See Global Launch at ¶ 1. Global Launch sought to recover certain intellectual property that the corporation
asserted was being held improperly in the custody of defendant Frank Wisehart. See id. at ¶ 1. Two lawyers
appeared at a replevin hearing asserting the authority to represent Global Launch. See id. at ¶ 3. A third
lawyer, who represented Wisehart, asserted that: Wisehart was a member of the board of directors of Global
Launch; the allegations against Wisehart were false; the lawyer who filed suit was not authorized to speak on
behalf of Global Launch; and another lawyer was the only authorized lawyer for the corporation. See id. at
¶ 1, 3. Wisehart filed a motion to dismiss, and the parties filed a number of motions to disqualify the opposing
party’s counsel. See id. at ¶ 4. The parties also filed a number of responsive memoranda, affidavits, and
corporate documents. See id. at ¶ 4.
The court in Global Launch found that before it could reach the issues presented by the parties’
motions, it had to determine “which set of corporate directors legally holds office in Global Launch.” See id.
at ¶ 5. The court found that the internal affairs doctrine applied to this issue, and that Delaware corporate law
therefore had to be applied to resolve the issue. See id. at ¶ 10. However, the court found that pursuant to the
jurisdictional rule set forth in Relief Association of the Union Works, it did not have jurisdiction to resolve the
issue. See id. at ¶ 10-17.
The court in Global Launch noted that it had the power to stay proceedings pending a decision in
another court. See id. at ¶ 18, citing Landis v. N. Am. Co., 299 U.S. 248, 254, 57 S.Ct. 163, 81 L.Ed. 153
(1936) and Norwood v. Horney, 110 Ohio St.3d 353, 2006-Ohio-3799, 853 N.E.2d 1115, ¶ 118. The court
ordered the case stayed pending initiation of a proceeding before the Delaware Chancery Court, or before such
other court that may have authority to settle the corporate-control question at issue. See id. at ¶ 19.
This Court does not have jurisdiction to proceed absent a determination of questions of corporate
governance by courts of the BVI and Panama. Like the court in Global Launch, this Court finds that imposing
a stay is a sensible use of the Court’s authority.
III. CONCLUSION
This matter is hereby stayed and is placed on the Court’s inactive docket pending the initiation of
proceedings before courts of the BVI and Panama that have authority to settle the corporate-control questions
presented here. If no such proceeding is initiated in the BVI or in Panama within 90 days, this matter will be
dismissed without prejudice. If such a proceeding is initiated in the BVI and/or in Panama within 90 days, this
6
matter will remain stayed, and on this Court’s inactive docket, pending a final determination as to which person
or persons are the legal shareholders and/or members of the Plaintiff entities and legally control Plaintiffs’
internal affairs.
SO ORDERED:
JUDGE MARY E. MONTGOMERY
This document is electronically filed by using the Clerk of Courts e-Filing system. The system will post a record of the
filing to the e-Filing account "Notifications" tab of the following case participants:
MELISSA A JONES
(216) 515-1660
Attorney for Plaintiffs, Petrorussia Holding Ltd., Petroinvest Holding Ltd., Nobel Brothers Pictures Inc.
TODD E. BRYANT
(937) 581-3792
Attorney for Defendants, Adil Baguirov and Turbillion LLC
Julene Powers, Bailiff
(937) 225-4055 Julene.Powers@montcourt.oh.gov
7
General Divison
Montgomery County Common Pleas Court
41 N. Perry Street, Dayton, Ohio 45422
Case Number: Case Title:
2020 CV 01749 PETRORUSSIA HOLDING LTD. vs ADIL BAGUIROV
Type: Order:
So Ordered,
Electronically signed by montgomm on 06/03/2021 02:18:41 PM Page 8 of 8
Preview
ELECTRONICALLY FILED COURT OF COMMON PLEAS Thursday, June 3, 2021 2:16:41 PM CASE_D SCR CASE_ TYPE CASE NUMBER: 2020 CV 01749 Docket ID: 35501029 2020 CV 01749 CV MIKE FOLEY DOCKET_ CODE FORMSGEN YES WORDDOC YES CLERK OF COURTS MONTGOMERY COUNTY OHIO IN THE COMMON PLEAS COURT OF MONTGOMERY COUNTY, OHIO CIVIL DIVISION PETRORUSSIA HOLDING LTD. et al, CASE NO.: 2020 CV 01749 Court Plaintiffs, JUDGE MARY E. MONTGOMERY Pleas -vs- ORDER AND ENTRY STAYING THIS ADIL BAGUIROV et al, MATTER PENDING PROCEEDINGS IN COURTS OF THE BRITISH VIRGIN Common Defendants. ISLANDS AND PANAMA General Division This case presents the following threshold issue: who has the authority to bring suit on behalf of the plaintiff corporate entities? Those who filed suit in this matter seek pre-suit discovery from Defendants Adil County Baguirov (“Mr. Baguirov”) and Turbillion, LLC (“Turbillion”) (collectively, “Defendants”) pursuant to R.C. 2317.48. The plaintiffs are three corporate entities registered with the Territory of the British Virgin Islands Montgomery (“BVI”): PetroRussia Holding Ltd. (“PetroRussia”), Petroinvest Holding LTD (“Petroinvest”) and Nobel Brothers Pictures, Inc. (“Nobel Brothers”) (collectively, “Plaintiffs”). Mr. Baguirov is a resident of Montgomery County, Ohio. Turbillion is a Wyoming limited liability company. Plaintiffs allege that their previous owner passed away in 2019 and that their new owners are seeking to confirm the terms of certain monetary transfers from Plaintiffs to Defendants in the amount of $6.3 million. Plaintiffs allege that some of these transfers were loans, and that Plaintiffs have a potential cause of action to recover loan payments. Plaintiffs seek an order, pursuant to R.C. 2317.48, requiring Defendants to respond to certain interrogatories. Defendants argue that the “new owners” of Plaintiffs do not have the authority under the applicable law to control Plaintiffs. The record in this matter reveals the following pertinent facts. Petroinvest is the 100% member and shareholder of PetroRussia and is the 90% member and shareholder of Nobel Brothers. Prior to March 27, 2019, the sole member and shareholder of Petroinvest was Cherryville, Inc. (“Cherryville”), a Panamanian corporation. The sole shareholder of Cherryville was Togrul Bagirov (“Togrul”). Togrul died intestate on January 29, 2019, leaving as his sole heirs his wife, Sevindj Bagirova (“Sevindj”), and their children Fidan Baguirova (“Fidan”) and Mr. Baguirov. Subsequently, certain documentation was signed on March 27, 2019 that purported to transfer control of Plaintiffs from Cherryville to Sevindj and Fidan. Defendants argue, however, that Sevindj and Fidan did not follow the proper procedures under BVI and Panamanian law to take control of the Plaintiff entities. Plaintiffs contend that Sevindj and Fidan are the rightful shareholders of the Plaintiff entities and that Plaintiffs therefore have the authority to bring this action. I. PROCEDURAL HISTORY There are four matters currently pending before the Court. After Plaintiffs filed suit on April 16, 2020, Defendants filed their Motion to Dismiss on June 19, 2020. Attached to Defendants’ Motion to Dismiss was, among other things, an affidavit of Mr. Baguirov (the “First Baguirov Affidavit”). On July 3, 2020, Plaintiffs filed their Plaintiffs’ Brief in Opposition to Defendants’ Motion to Dismiss (“Response to Motion to Dismiss”). Attached to Plaintiffs’ Response to Motion to Dismiss as Exhibit A was an unnotarized affidavit of Sevindj. On July 7, 2020, Plaintiffs filed a notice of substitution of a notarized affidavit of Sevindj. Thereafter, on July 10, 2020, Defendants filed their Reply in Support of Motion to Dismiss. Also on July 10, 2020, Defendants separately filed a second affidavit of Mr. Baguirov (the “Second Baguirov Affidavit”). On July 14, 2020, Plaintiffs moved for leave to file a sur-reply to Defendants’ Motion to Dismiss. On July 15, 2020, the Court entered an order granting Plaintiffs such leave. Plaintiffs filed their Sur-Reply to Motion to Dismiss (“Sur-reply”) on July 24, 2020. Thereafter, in a filing submitted on August 14, 2020, Plaintiffs moved for leave to file supplemental evidence in support of their opposition to Defendants’ Motion to Dismiss. In an order filed on August 20, 2020, the Court granted Plaintiffs’ motion for leave to file such supplemental evidence. In the same August 20, 2020 order, the Court also: (1) notified the parties that it would be treating Defendants’ Motion to Dismiss as a motion for summary judgment; (2) set deadlines for the parties to file supplemental memoranda in opposition to and in support of the Motion to Dismiss; and 2 (3) ordered that Defendants not file any additional affidavit of Mr. Baguirov in support of their Motion to Dismiss without leave of Court.1 Plaintiffs filed their Plaintiffs’ Supplemental Memorandum in Opposition to Defendants’ Motion to Dismiss on August 28, 2020. Defendants filed their Defendants’ Supplemental Memorandum in Support of Motion to Dismiss on September 4, 2020. Also on September 4, 2020, Defendants separately filed three affidavits: an affidavit of Manual Jose Berrocal; an Affidavit of Cyril Troyanov; and an Affidavit of Alvaro Javier Guilar Alfu, which was not notarized. On September 17, 2020, Defendants filed a corrected, notarized version of Mr. Alfu’s affidavit. The three other matters pending before the Court are motions to strike filed by Plaintiffs. On July 24, 2020, Plaintiffs filed their Plaintiffs’ Motion to Strike Affidavit of Adil Baguirov and Exhibits to Defendants’ Reply in Support of Motion to Dismiss (“First Motion to Strike”). Therein, Plaintiffs moved to strike the Second Baguirov Affidavit. Defendants filed their Response to Motion to Strike on August 7, 2020. Defendants attached to their response a third affidavit of Mr. Baguirov (the “Third Baguirov Affidavit”). On August 14, 2020, in the same filing (the “August 14 Reply and Motions”) in which Plaintiffs moved for leave to file supplemental evidence in support of their opposition to Defendants’ Motion to Dismiss, Plaintiffs filed their reply in support of their First Motion to Strike. In addition, in their August 14 Reply and Motions, Plaintiffs moved to strike the Third Baguirov Affidavit. The Court will refer herein to this motion to strike as Plaintiffs’ “Second Motion to Strike.” No response to Plaintiffs’ Second Motion to Strike was filed by Defendants. Finally, on September 17, 2020, Plaintiffs filed their Plaintiffs’ Motion to Strike New Affidavits Submitted by Defendants (“Third Motion to Strike”). Therein, Plaintiffs moved to strike the affidavits of Mr. Berrocal, Mr. Troyanov, and Mr. Alfu that Defendants had filed in conjunction with their Defendants’ Supplemental Memorandum in Support of Motion to Dismiss. In an order filed on September 22, 2020, the Court set submission dates on Plaintiffs’ Third Motion to Strike and ordered the parties not to submit any additional evidence as to Defendants’ Motion to Dismiss or as to Plaintiffs’ Third Motion to Strike. On October 1 On August 7, 2020, before the Court entered its August 20, 2020 order, Defendants had filed a third affidavit of Mr. Baguirov. 3 1, 2020, Defendants filed their Response in Opposition to Third Motion to Strike. Thereafter, on October 8, 2020, Plaintiffs filed their Reply in Support of Third Motion to Strike. II. LAW AND ANALYSIS Defendants seek an order of summary judgment in this matter, on two bases. First, Defendants contend that Plaintiffs lack the capacity to sue. Second, Defendants contend that this matter should be dismissed under the doctrine of forum non conveniens. Plaintiffs argue, inter alia, that the Court is barred under the internal affairs doctrine from addressing Defendants’ arguments regarding Plaintiffs’ alleged lack of capacity. Plaintiffs contend that BVI or Panamanian courts must decide any issues as to the identity of the person or persons who own and/or are shareholders of the Plaintiff entities. See Sur-reply at 4, citing Bracha Found. v. Warren Steel Holdings, LLC, 11th Dist. Trumbull No. 2015-T-0121, 2017-Ohio-7557, ¶ 34-35; Pls.’ Supp. Memo. at 5, citing Bracha Found. at ¶ 34-35. Plaintiffs contend that because this Court cannot determine these issues, Defendants’ argument as to lack of capacity fails, and the Court should deny Defendants’ Motion to Dismiss. The Court agrees with Plaintiffs that the internal affairs doctrine applies in this matter. However, the Court disagrees with Plaintiffs that application of the internal affairs doctrine requires the Court to deny Defendants’ Motion to Dismiss. Instead, the Court finds that before it may permit this matter to proceed, the issue as to the person or persons who have the authority to control the Plaintiff entities must be resolved by BVI and Panamanian courts. Resolution of this issue will either significantly narrow or will dispose of the issues presented in the parties’ pending motions. “‘The internal affairs doctrine is a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.’” State ex rel. Petro v. Gold, 166 Ohio App.3d 371, 2006-Ohio-943, 850 N.E.2d 1218, ¶ 47 (10th Dist.), quoting Edgar v. Mite Corp., 457 U.S. 624, 645, 102 S.Ct. 2629, 73 L.Ed.2d 269 (1982), citing Restatement of the Law 2d, Conflict of Laws, Section 302, Comment b at 307-308 (1971). Under this doctrine, “‘the law of the state of incorporation normally determines issues relating to the internal affairs of a corporation.’” Id., quoting First Natl. City Bank v. Banco para el Comercio Exterior de Cuba, 462 U.S. 611, 621, 103 S.Ct. 2591, 77 L.Ed.2d 46 (1983), citing Restatement, Section 302, 4 Comments a and e. However, the internal affairs doctrine does not apply when rights of third parties external to the corporation are at issue. See id., quoting First Natl. City Bank at 621, citing Restatement, Section 301. The identity of the person or persons who own and/or are shareholders of a corporation is an issue that falls squarely within the internal affairs doctrine. Therefore, any issues involving whether Sevindj and Fidan are the sole members or shareholders of the Plaintiff entities must be resolved under BVI law. And any issues involving the authority of Cherryville to transfer its shares to Sevindj and Fidan must be decided under Panamanian law. The next question for the Court to consider is whether it may apply BVI and Panamanian law and decide those issues. The Court concludes that it cannot and that the parties must instead go to the proper courts in the BVI and Panama to litigate these matters of internal governance. The formulation of the internal affairs doctrine under Ohio law is as follows: 1. Comity and the necessity for uniformity of decision require that the courts of one state shall not exercise visitorial powers over a corporation created by or domiciled in another state. 2. Courts of Ohio are without jurisdiction to entertain an action against a foreign corporation where the result of granting the relief asked would be to interfere with the management of such corporation or the exercise by the board of directors of such corporation of a discretion vested in them by the laws of the state of creation or domicile of the corporation. Relief Ass'n of the Union Works v. Equitable Life Assur. Soc., 140 Ohio St. 68, 42 N.E.2d 653 (1942), paragraphs one and two of the syllabus. Under Relief Association of the Union Works, the internal affairs doctrine does not merely present a forum non conveniens situation. See Global Launch v. Wisehart, 156 Ohio Misc.2d 1, 2010-Ohio-1457, 925 N.E.2d 698 (Franklin C.P.), ¶ 16 (“Some [states] treat internal-affairs cases as presenting a forum nonconveniens situation in which the question is whether to exercise jurisdiction, not whether judicial power exists at all”), citing Belk v. Belk's Dep't Store, Inc., 250 N.C. 99, 104, 108 S.E.2d 131 (1959). Rather, the rule set forth at paragraph two of the syllabus in Relief Association of the Union Works presents a jurisdictional bar to an Ohio court deciding issues relating to the internal affairs of a foreign corporation. See Global Launch at ¶ 14-17 (finding that the rule set forth in Relief Association of the Union Works remains good law); Newcomer v. Newcomer, 6th Dist. Lucas No. L-11-1183, 2013-Ohio-5627, ¶ 60 (question of whether rule in Relief Association of the Union Works should be abandoned was beyond the purview of the Sixth District Court of Appeals). In Global Launch, the Franklin County Court of Common Pleas was presented with an issue analogous to the one before this Court. The plaintiff corporation, Global Launch, was incorporated under Delaware law. 5 See Global Launch at ¶ 1. Global Launch sought to recover certain intellectual property that the corporation asserted was being held improperly in the custody of defendant Frank Wisehart. See id. at ¶ 1. Two lawyers appeared at a replevin hearing asserting the authority to represent Global Launch. See id. at ¶ 3. A third lawyer, who represented Wisehart, asserted that: Wisehart was a member of the board of directors of Global Launch; the allegations against Wisehart were false; the lawyer who filed suit was not authorized to speak on behalf of Global Launch; and another lawyer was the only authorized lawyer for the corporation. See id. at ¶ 1, 3. Wisehart filed a motion to dismiss, and the parties filed a number of motions to disqualify the opposing party’s counsel. See id. at ¶ 4. The parties also filed a number of responsive memoranda, affidavits, and corporate documents. See id. at ¶ 4. The court in Global Launch found that before it could reach the issues presented by the parties’ motions, it had to determine “which set of corporate directors legally holds office in Global Launch.” See id. at ¶ 5. The court found that the internal affairs doctrine applied to this issue, and that Delaware corporate law therefore had to be applied to resolve the issue. See id. at ¶ 10. However, the court found that pursuant to the jurisdictional rule set forth in Relief Association of the Union Works, it did not have jurisdiction to resolve the issue. See id. at ¶ 10-17. The court in Global Launch noted that it had the power to stay proceedings pending a decision in another court. See id. at ¶ 18, citing Landis v. N. Am. Co., 299 U.S. 248, 254, 57 S.Ct. 163, 81 L.Ed. 153 (1936) and Norwood v. Horney, 110 Ohio St.3d 353, 2006-Ohio-3799, 853 N.E.2d 1115, ¶ 118. The court ordered the case stayed pending initiation of a proceeding before the Delaware Chancery Court, or before such other court that may have authority to settle the corporate-control question at issue. See id. at ¶ 19. This Court does not have jurisdiction to proceed absent a determination of questions of corporate governance by courts of the BVI and Panama. Like the court in Global Launch, this Court finds that imposing a stay is a sensible use of the Court’s authority. III. CONCLUSION This matter is hereby stayed and is placed on the Court’s inactive docket pending the initiation of proceedings before courts of the BVI and Panama that have authority to settle the corporate-control questions presented here. If no such proceeding is initiated in the BVI or in Panama within 90 days, this matter will be dismissed without prejudice. If such a proceeding is initiated in the BVI and/or in Panama within 90 days, this 6 matter will remain stayed, and on this Court’s inactive docket, pending a final determination as to which person or persons are the legal shareholders and/or members of the Plaintiff entities and legally control Plaintiffs’ internal affairs. SO ORDERED: JUDGE MARY E. MONTGOMERY This document is electronically filed by using the Clerk of Courts e-Filing system. The system will post a record of the filing to the e-Filing account "Notifications" tab of the following case participants: MELISSA A JONES (216) 515-1660 Attorney for Plaintiffs, Petrorussia Holding Ltd., Petroinvest Holding Ltd., Nobel Brothers Pictures Inc. TODD E. BRYANT (937) 581-3792 Attorney for Defendants, Adil Baguirov and Turbillion LLC Julene Powers, Bailiff (937) 225-4055 Julene.Powers@montcourt.oh.gov 7 General Divison Montgomery County Common Pleas Court 41 N. Perry Street, Dayton, Ohio 45422 Case Number: Case Title: 2020 CV 01749 PETRORUSSIA HOLDING LTD. vs ADIL BAGUIROV Type: Order: So Ordered, Electronically signed by montgomm on 06/03/2021 02:18:41 PM Page 8 of 8