Cityview Towne Crossing Shopping Ctr. Fort Worth Tx. Ltd. P'ship v. Aissa Med. Res. L.P.

474 F.Supp.3d 586

CITYVIEW TOWNE CROSSING SHOPPING CENTER FORT WORTH TX. LIMITED PARTNERSHIP a/k/a City View Towne Crossing Shopping Center Forth Worth, Tx. Limited Partnership, Plaintiff,

v.AISSA MEDICAL RESOURCES L.P. and Dr. Ramin R. Samadi, Defendants.

6:20-CV-06002 EAW

United States District Court, W.D. New York.

Signed June 10, 2020

Dale A. Worrall, Harris Beach LLP, Pittsford, NY, Lee E. Woodard, Brian D. Roy, Harris Beach PLLC, Syracuse, NY, for Plaintiff.

Jeff P. Prostok, Dylan T.F. Ross, Forshey & Prostok, LLP, Fort Worth, TX, Sean C. McPhee, Phillips Lytle LLP, Buffalo, NY, for Defendants.

DECISION AND ORDER

ELIZABETH A. WOLFORD, United States District Judge

INTRODUCTION

Plaintiff CityView Towne Crossing Shopping Center Fort Worth Tx. Limited Partnership a/k/a City View Towne Crossing Shopping Center Forth Worth, Tx. Limited Partnership ("City View" or "Plaintiff"), commenced this action on January 29, 2019, in New York State Supreme Court, Monroe County, alleging breach of contract and seeking attorneys’ fees and expenses. (Dkt. 1 at ¶ 1 & Dkt. 1-2 at 3-9).

On January 2, 2020, defendant Aissa Medical Resources, L.P. ("Aissa") removed the action to federal court. (Dkt. 1). Presently before the Court are Aissa's motion to transfer venue to the Northern District of Texas (Dkt. 7) and Plaintiff's motion for remand, abstention and costs (Dkt. 12). For the reasons discussed below, Plaintiff's motion is granted, and Aissa's motion is denied as moot.

BACKGROUND

I. Factual Background ¹

Plaintiff is a New York limited partnership that has its principal place of business in New York, and owns the City View Towne Crossing Shopping Center ("the shopping center"), located in Fort Worth, Texas. (Dkt. 1-2 at 391, ¶¶ 2-3). Aissa is a limited partnership organized and doing business in Texas, and defendant Dr. Ramin R. Samadi ("Samadi") is a resident of Texas. (Id. at 392, ¶¶ 4-5). Plaintiff and Aissa are parties to two leases: the April 23, 2008 lease and December 18, 2002 lease. (Id. at 392-93, ¶¶ 6, 18). Plaintiff and Samadi entered into a lease guaranty in connection with the 2008 lease, pursuant to which Samadi guaranteed the satisfaction and performance of all the terms and conditions of the 2008 lease. (Id. at 392, ¶¶ 8-9).

Pursuant to the 2008 lease, Aissa operated a medical, health and well-being facility in the shopping center. (Id. at ¶ 7). Article 12.02 of the 2008 lease required Aissa, upon the expiration of the lease, to "remove all such trade fixtures, equipment, alterations, decorations, additions and improvements, and restore the leased premises as provided in Section 13.03 hereof." (Id. at ¶ 11). Section 13.03 of the 2008 lease states:

At the expiration of the tenancy hereby created, Tenant shall surrender the leased premises in the same condition as the leased premises were in upon delivery of possession thereto under this Lease, reasonable wear and tear excepted. Tenant shall remove all its trade fixtures and any alterations or improvements as provided in Section 12.02 hereof, before surrendering the leased premises as aforesaid and shall repair any damage to the leased premises caused thereby. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the term of this Lease.

(Id. at 392-93, ¶ 12).

On September 27, 2018, Plaintiff notified Aissa of its surrender obligations under the 2008 lease, which would expire on September 30, 2018. (Id. at ¶¶ 10, 14). Specifically, Plaintiff informed Aissa that it was required to remove all trade fixtures and alterations or improvements made to the leased premises. (See id. at 432-33). However, Aissa allegedly failed to satisfy its surrender obligations under the lease, and Plaintiff issued notices of default on January 8, 2019. (Id. at 393, ¶ 15). On January 23, 2019, Plaintiff demanded payment for its damages in the amount of $71,401.37. (Id. at ¶ 16). Defendants failed to pay the alleged damages. (Id. at ¶ 17).

Pursuant to the 2002 lease, Aissa operated an urgent care medical facility at the shopping center. (Id. at ¶ 19). The lease was amended on three occasions (id. at ¶ 18), and pursuant to the third amendment, the term of the lease was extended for 60 months, until September 30, 2023 (id. at 394, ¶ 20). Aissa hired a real estate broker and/or brokerage firm to negotiate the third amendment to the 2002 lease. (Id. at ¶ 21). As a result, Plaintiff paid a real estate broker's commission. (Id. at ¶ 22). The 2002 lease requires Aissa to reimburse Plaintiff for any real estate broker's commission, but Aissa has allegedly failed to reimburse Plaintiff. (Id. at ¶¶ 23-24).

Plaintiff alleges four causes of action: (1) breach of the 2008 lease against Aissa, based on its failure to surrender the leased premises in the condition required by the lease; (2) breach of the 2008 lease guaranty by Samadi; (3) breach of the 2002 lease against Aissa, based on its failure to reimburse Plaintiff for real estate broker commissions; and (4) reimbursement of attorneys’ fees and expenses by both Defendants, as under the terms of the 2002 lease and the 2008 lease and guaranty, they are jointly and severally liable to Plaintiff for any and all reasonable expenses resulting from the breach of the leases and guaranty, including attorneys’ fees. (Id. at 394-96, ¶¶ 25-43).

II. Procedural Background

Plaintiff filed its Complaint on January 29, 2019, in New York State Supreme Court, Monroe County ("Monroe County Supreme Court"). (Dkt. 1-2 at 3-9). Thereafter, on May 15, 2019, Plaintiff filed an Amended Complaint. (See Dkt. 13 at 10-11; see also Dkt. 1-2 at 391-97). On January 2, 2020, Aissa filed a Notice of Removal, seeking removal of the action to federal court. (Dkt. 1). In its Notice of Removal, Aissa states that on January 2, 2020, it filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the Northern District of Texas, Fort Worth Division. (Id. at ¶ 8). Aissa alleges that removal is proper pursuant to 28 U.S.C. § 1452, which "allows state law claims related to bankruptcy to be removed where federal jurisdiction arises under 28 U.S.C. § 1334." (Id. at ¶ 9). Section 1452(a) provides:

A party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit's police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title.

(Id. ). Section 1334(b) provides that "the district courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11." (Id. at ¶ 10). Aissa alleges that removal is proper because (1) Aissa is a defendant in the state court action, Plaintiff's claims seek recovery of property from Aissa's bankruptcy estate, and therefore the state court action is a "core proceeding," under 28 U.S.C. § 157(b), that "arises in" or "arises under" the Bankruptcy Code, and (2) the state court action "relates to" the bankruptcy case because it "conceivably could affect" Aissa's bankruptcy estate. (Id. at ¶¶ 11-12). Aissa further contends that venue is proper, as the Monroe County Supreme Court is within the jurisdiction of this Court. (Id. at ¶ 16).

Concurrently with the Notice of Removal, on January 2, 2020, Aissa filed a motion to transfer venue to the United States District Court for the Northern District of Texas. (Dkt. 7). Aissa argues that transfer to the Northern District of Texas is proper because following such a transfer, the action will automatically be referred to that district's bankruptcy court, where Aissa's bankruptcy case is pending. (Dkt. 8 at ¶ 1). Aissa contends that "this Civil Action is unlikely to be efficiently or speedily resolved if it is not transferred and the Debtor is not in a position to fund an out-of-state lawsuit, handicapping and hindering [its] efforts to reorganize." (Id. ).

On January 16, 2020, Plaintiff filed a motion for remand, abstention and costs, and an opposition to Aissa's motion to transfer venue. (Dkt. 12). Plaintiff argues that remand to Monroe County Supreme Court is proper because: (1) the 2008 and 2002 lease forum selection clauses require remand to state court; (2) mandatory abstention is required, pursuant to 28 U.S.C. § 1334(c)(2) ; (3) permissive abstention is required, pursuant to 28 U.S.C. § 1334(c)(1) ; and (4) remand is appropriate on equitable grounds, pursuant to 28 U.S.C. § 1452(b). (See Dkt. 12 & 13 at 2). Plaintiff also seeks its attorneys’ fees, costs, and expenses associated with its motion to remand and in opposing Aissa's motion to transfer venue. (Id. at 7).

Aissa filed its response on February 4, 2020. (Dkt. 17). In its response, Aissa does not make any substantive argument opposing the specific arguments raised by Plaintiff's motion to remand. Rather, Aissa argues that removal to this Court was proper, but that it "anticipates that an order dismissing the Bankruptcy Case will be entered soon." (Id. at 3). Aissa includes the following request in its response papers:

Notwithstanding any resolution or dismissal of the Bankruptcy Case, [Aissa] is still willing to resolve the dispute underlying this action with a consent judgment for the full amount of damages Plaintiff seeks, plus reasonable attorneys’ fees.

Indeed, while this Court retains jurisdiction and the authority over this action and to ensure a swift and effective resolution of this action, which otherwise will be remanded to State Court upon the dismissal of the Bankruptcy Case, [Aissa] suggests that the parties resolve their disputes now. [Aissa] requests that this Court enter a consent judgment against [Aissa] and Dr. Samadi for the full amount of damages Plaintiff seeks in this action,

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