NOT RECOMMENDED FOR PUBLICATION

File Name: 19a0452n.06

No. 18-5543

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

CHARLESTON LABORATORIES, INC.,

Plaintiff-Appellee,

v.

JOHN F. AMELING,

Defendant,

SIDIS CORP.; PRIME DP, LLC,

Defendants-Appellants.

)

)

)

)

)

)

)

)

)

)

)

ON APPEAL FROM THE 

UNITED STATES DISTRICT 

COURT FOR THE EASTERN 

DISTRICT OF KENTUCKY

BEFORE: COLE, Chief Judge; BATCHELDER and DONALD, Circuit Judges.

ALICE M. BATCHELDER, Circuit Judge. Defendant SIDIS Corp. appeals the orders 

of the district court granting Plaintiff Charleston Labs’s motion for judgment on the pleadings and 

denying SIDIS Corp.’s motion for judgment on the pleadings. Defendant Ameling does not appeal 

the dismissal of his crossclaim. Charleston Labs’s claim arises from a contractual dispute 

regarding a Stockholder’s Agreement among the founders of the company, including Ameling. 

Charleston Labs alleges that a separate contract, the Settlement Agreement, between Ameling and 

SIDIS Corp., violated the Stockholder’s Agreement between Ameling and Charleston Labs. 

Under the Settlement Agreement, Ameling pledged a portion of the proceeds of any future 

sale of his shares of Charleston Labs’s stock to SIDIS Corp. as consideration for settlement of an 

unrelated dispute. The Settlement Agreement did not transfer ownership or control of any of 

Ameling’s shares; it merely pledged a portion of proceeds of any future sale of the shares. The
No. 18-5543, Charleston Labs, Inc., v. Ameling

-2-

pre-existing Stockholder’s Agreement between Charleston Labs and Ameling, however,

prohibited the sale, pledge, encumbrance, or transfer of any interest in shares of the company’s 

stock without Charleston Labs’s consent.

Applying Delaware law, through the choice-of-law provision under the Stockholder’s 

Agreement, the district court held that (1) the right to receive proceeds from the sale of stock is an 

interest in the underlying stock, and (2) such a transfer restriction is valid. Accordingly, the district 

court held that the Settlement Agreement violated the Stockholders Agreement and granted 

Charleston Labs’s motion for judgment on the pleadings with respect to its request for declaratory 

judgment that the Settlement Agreement between the Defendants is void. The district court also 

denied the SIDIS Corp.’s motion for judgment on the pleadings with respect to its four-count 

counterclaim for tortious interference with a contract, fraudulent transfer, civil conspiracy, and 

punitive damages. 

Having carefully considered the record on appeal, the briefs of the parties, and the 

applicable law, we conclude that the district court’s opinion and orders, granting Charleston Labs’s

motion for judgment on the pleadings and denying SIDIS Corp.’s motion for judgment on the 

pleadings, thoroughly and accurately set out the undisputed facts, properly interpreted the contracts 

among the parties, and properly applied the governing law. Because the issuance of a full opinion 

would serve no jurisprudential purpose and would be duplicative, we AFFIRM on the basis of the 

district court’s well-reasoned opinion and orders.