Gibson v. Geza Scap & JGS Props., LLC, Civil Action No. 3–12–cv–583 (JCH).

960 F.Supp.2d 373

Charles GIBSON, Jr., Plaintiff

v.Geza SCAP and JGS Properties, LLC, Defendants.

Civil Action No. 3–12–cv–583 (JCH).

United States District Court, D. Connecticut.

March 14, 2013.

Charles Gibson, Jr., Tampa, FL, pro se.

Frederic S. Ury, Stephanie Dellolio, Ury & Moskow, Fairfield, CT, Andrew Frank Russo, Rywant, Alvarez, Jones, Russo & Guyton, PA, Tampa, FL, for Defendants.

RULING RE: DEFENDANTS' MOTION TO DISMISS FOR LACK OF JURISDICTION AND/OR IN THE ALTERNATIVE MOTION FOR SUMMARY JUDGMENT (Doc. No. 130) AND DEFENDANT'S MOTION FOR SANCTIONS (Doc. No. 133).

JANET C. HALL, District Judge.

I. INTRODUCTION

Plaintiff Charles Gibson, Jr. (“Gibson”) brings this suit for breach of contract, civil fraud, and unjust enrichment against defendants Geza Scap (“Scap”) and JGS Properties, LLC (“JGS”). Before the court are two motions. First, is Scap and JGS's Motion to Dismiss for Lack of Jurisdiction and/or in the Alternative Motion for Summary Judgment (Doc. No. 130). Scap and JGS argue that: (1) Gibson has failed to plead the necessary amount in controversy to establish subject matter jurisdiction under 28 U.S.C. § 1331; (2) there are no material facts to support Gibson's assertion that he entered into a partnership agreement with Scap; and (3) the Statute of Frauds bars any recovery by Gibson. Second, is Scap and JGS's Motion for Sanctions (Doc. No. 133) pursuant to Rule 11(c) of the Federal Rules of Civil Procedure. They argue that Gibson set forth “factual insufficiencies, frivolous and unfounded claims, and false material statements” in his Complaint, Motion for Contempt, and the parties' Joint Status Report. Defs.' Mot. for Sanctions at 1. For the following reasons, both Motions are denied.

II. STATEMENT OF FACTS

JGS is a family owned manufacturing company in Stratford, Connecticut, of which Scap is a member. Pl.'s Local Rule (L.R.) 56(a)(2) St. at ¶ 1. JGS took ownership of RA Lalli Company, an aerospace sheet metal and precision machine manufacturer.¹Id. at ¶ 2.

In October 1997, Gibson was employed by Luscombe Aircraft Corporation (“Luscombe”) as a Senior Vice President for Sales, Marketing, and Customer Service. Id. at ¶ 4. At that time, Gibson solicited Scap to become a distributor and independent sales representative for Luscombe Aircraft Corporation (“Luscombe”).² Defs.' L.R. 56(a)(1) St. at ¶ 3. During August 2000, Scap entered into a regional sales representative agreement with Luscombe. Pl.'s L.R. 56(a)(2) St. at ¶ 5. In May 2003, Luscombe President/Chief Operating Officer John S. Daniel terminated Luscombe's sales agreements, including that of Scap. Id. at ¶ 6. According to Scap, the agreement was terminated due to Luscombe's allegations of Gibson's conflicts of interest and self-dealing.” Defs.' L.R. 56(a)(1) St. at ¶ 7. According to Gibson, claims of his conflicts of interest and self-dealing were untrue. Pl.'s L.R. 56(a)(2) St. at 7. On May 23, 2003, Gibson filed suit against Luscombe in the District Court of Nevada.³ Defs.' L.R. 56(a)(1) St. at ¶ 8.

According to Scap, over the ensuing years, Gibson continued to offer Scap his services in “brokering certain deals.” Defs.' L.R. 56(a)(1) St. at ¶ 9. According to Gibson, other than the deal that is at issue in this suit, the only other time he presented Scap with an investment opportunity was in May 2009. The aviation opportunity was in Lake, Florida and entitled “Globe Fiberglas.” Pl.'s L.R. 56(a)(2) St. at ¶¶ 9–11. The deal did not go through. Id. at ¶ 12.

In October 2009, Scap received a notice that Quartz Mountain Aerospace, Inc. (“Quartz”) was filing for Chapter 7 bankruptcy. Id. at ¶ 13. According to Gibson, Scap invited him to become a “joint venture partner” and acquire the Quartz assets and manufacture the aircraft in Lakeland, Florida at the former Piper Aircraft Facility. Gibson Aff. ¶ 10. Gibson accepted Scap's offer. Id. at ¶ 11. According to Gibson, they agreed that Gibson would acquire the Quartz assets and Scap would fund the venture by providing a credit facility of up to $3 million. Id. If any profit were earned, Gibson and Scap would split the profits 50/50. Id.

According to Scap, he never entered into a partnership agreement with Gibson. Defs.' L.R. 56(a)(1) at ¶ 16. Scap asserts that Gibson—without having any authority to do so—held himself out as an agent of the partnership to third parties, including the FDIC, the Federal Aviation Administration, auctioneers, and “economic developers.” Id. at ¶ 17. Further, according to Scap, the FDIC conducted an auction of Quartz's assets, Defs.' L.R. 56(a)(1) at ¶ 14, and on January 25, 2011, he—alone—placed a bid with the FDIC agent and purchased the Quartz aircraft assets for $49,910. Id. at ¶¶ 20–21. Scap asserts that this was the only bid Scap ever submitted for this auction. Id. at ¶ 23. Scap, then, received the bill of sale from the auctioneer. Id. at ¶ 22.

However, Gibson asserts that three entities attempted to hold auctions of Quartz's assets: first, Starman Auctioneers, then Bankruptcy Trustee Janice Loyd (“Loyd”), and then the FDIC. Pl.'s L.R. 56(a)(2) at ¶ 14. According to Gibson, Scap told him that Scap bid $488,750 for the assets at the Starman auction in Oklahoma and at the auction run by Loyd, but both bids were not accepted. Id. After the Starman action, Scap informed Gibson to try to acquire the assets directly from Loyd. Id.; Gibson Aff. ¶ 20.⁴ Scap also told Gibson to contact the FDIC regarding the sale of the assets. Gibson Aff. ¶ 25. After the third auction, run by the FDIC, produced no bids, Gibson negotiated a “private treaty” with the FDIC to secure the assets for $50,000. Id. at ¶ 28. Gibson directed Scap to pay $50,000 for the assets, which Scap did. Id. at ¶ 29. Gibson then prepared the bill of sale, with the auctioneer, in the name of RA Lalli. Id. at ¶ 30. On February 8, 2011, Scap received correspondence from Gibson's representative claiming an ownership interest in the Quartz assets.⁵ Defs.' L.R. 56(a)(1) at ¶ 24.

III. STANDARD OF REVIEWA. Motion to Dismiss Pursuant to Rule 12(b)(1)

Under Fed.R.Civ.P 12(b)(1), the court dismisses a complaint for lack of subject matter jurisdiction when it lacks constitutional authority to adjudicate the suit. Makarova v. United States, 201 F.3d 110, 113 (2d Cir.2000). In assessing a motion to dismiss for lack of subject matter jurisdiction, the court “accept[s] as true all material factual allegations in the complaint.” Shipping Fin. Serv. Corp. v. Drakos, 140 F.3d 129, 131 (2d Cir.1998) (citing Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974)). However, the court refrains from “drawing from the pleadings inferences favorable to the party asserting [jurisdiction].” Id. (citing Norton v. Larney, 266 U.S. 511, 515, 45 S.Ct. 145, 69 L.Ed. 413 (1925)). On a motion to dismiss pursuant to Rule 12(b)(1), the plaintiff must establish by a preponderance of the evidence that the court has subject matter jurisdiction over the complaint. Makarova, 201 F.3d at 113;see also Malik v. Meissner, 82 F.3d 560, 562 (2d Cir.1996); In re Joint E. & So. Dist. Asbestos Litig., 14 F.3d 726, 730 (2d Cir.1993). Courts evaluating Rule 12(b)(1) motions “may resolve the disputed jurisdictional fact issues by reference to evidence outside the pleadings, such as affidavits.” Zappia Middle East Const. Co. Ltd. v. Emirate of Abu Dhabi, 215 F.3d 247, 253 (2d Cir.2000).

B. Motion for Summary Judgment

Under Rule 12(b) of the Federal Rules of Civil Procedure, “[i]f, on a motion ... to dismiss for failure of the pleading to state a claim upon which relief can be granted, matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment ...” Fed.R.Civ.P. 12(b). The defendants in this case filed their motion as a motion to dismiss for lack of subject matter jurisdiction or, in the alternative, as a motion for summary judgment. In so doing, they filed affidavits and a statement of facts. Gibson responded to the Motion by submitting affidavits and a statement of facts. The submission of these materials and their consideration by the court require that the Motion be deemed a Motion for Summary Judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure. Dacourt Group, Inc. v. Babcock Indus., 747 F.Supp. 157, 159–60 (D.Conn.1990).

A motion for summary judgment “may properly be granted ... only where there is no genuine issue of material fact to be tried, and the facts as to which there is no such issue warrant judgment for the moving party as a matter of law.” In re Dana Corp., 574 F.3d 129, 151 (2d Cir.2009). Thus, the role of a district court in considering such a motion “is not to resolve disputed questions of fact but only to determine whether, as to any material issue, a genuine factual dispute exists.” Id. In making this determination, the trial court must resolve all ambiguities and draw all inferences in favor of the party against whom summary judgment is sought. See Loeffler v. Staten Island Univ. Hosp., 582 F.3d 268, 274 (2d Cir.2009).

“[T]he moving party bears the burden of showing that he or she is entitled to summary judgment.” United Transp. Union v. Nat'l R.R. Passenger Corp., 588 F.3d 805, 809 (2d Cir.2009). Once the moving party has satisfied that burden, in order to defeat the motion, “the party opposing summary judgment ... must set forth ‘specific facts' demonstrating that there is ‘a genuine issue for trial.’ ” Wright v. Goord, 554 F.3d 255, 266 (2d Cir.2009) (quoting Fed.R.Civ.P. 56(e)). “A dispute about a ‘genuine issue’ exists for summary judgment purposes where the evidence is such that a reasonable jury could decide in the non-movant's favor.” Beyer v. County of Nassau, 524 F.3d 160, 163 (2d Cir.2008) (quoting Guilbert v. Gardner, 480 F.3d 140, 145 (2d Cir.2007)); see also Havey v. Homebound Mortg., Inc., 547 F.3d 158, 163 (2d Cir.2008) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252, 106 S.Ct. 2505, 91...