Al-Sabah v. World Bus. Lenders

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ALIA SALEM AL-SABAH, Plaintiff, v. WORLD BUSINESS LENDERS, LLC, Defendant.

CIVIL No. 18-cv-02958-SAG

United States District Court, D. Maryland

January 24, 2024

MEMORANDUM OF DECISION

Stephanie A. Gallagher United States District Judge

Plaintiff Alia Salem Al-Sabah (“Al-Sabah”) brought this action against Defendant World Business Lenders, LLC (“WBL”), alleging in Count II of her Complaint ECF 1, that WBL aided and abetted a fraud committed by Jean Agbodjogbe (“Agbodjogbe”). Al-Sabah has also alleged in Count VII that even if WBL did not aid and abet Agbodjogbe's fraud, it was nonetheless unjustly enriched by its lending activities. This Court held a four-day bench trial from October 23 to October 27, 2023, and received post-trial briefing from both parties. ECF 212, 213.

This Court has heard and considered all the evidence, both testimonial and documentary. For the following reasons, that evidence partially supports Al-Sabah's claims of aiding and abetting. Accordingly, this Court partially finds in favor of Al-Sabah as to Count II and finds for WBL as to Count VII.

I. Findings of Fact

This Court finds the facts stated herein based on its evaluation of the evidence, including the credibility of the witnesses and the inferences that the Court has found reasonable to draw from the evidence.

A. Al-Sabah's First Meeting with Agbodjogbe

1. On or about June 30, 2014, Al-Sabah first met Agbodjogbe at a restaurant located at 306 N. Howard Street in Baltimore called “Nailah's Kitchen.” Al-Sabah Trial Testimony (Oct. 25, 2023).^[1]

2. Al-Sabah is a member of the Kuwaiti royal family and traveled to Baltimore at the time to visit her daughter at Johns Hopkins University. Id.

3. Prior to returning to Kuwait, Al-Sabah wanted to donate money to a local mosque during the holy month of Ramadan. Id.

4. Al-Sabah found a local mosque in downtown Baltimore. Upon her arrival, the mosque directed her to Nailah's Kitchen across the street, where she could purchase food for donation to the mosque during Ramadan. Id.

5. Al-Sabah met Agbodjogbe, the owner of Nailah's Kitchen, and inquired about his ability to provide food from the restaurant to the mosque. After speaking with Agbodjogbe and observing his busy restaurant, Al-Sabah purchased $10,000 worth of food as a continuous donation during Ramadan and the Eid al-Fitr holiday. Id.

6. Al-Sabah returned to Kuwait that evening. Id.

7. To verify her continuous donation, Al-Sabah requested and received from Agbodjogbe daily photographs and/or videos of food that Nailah's Kitchen prepared and delivered to the mosque. Id.

8. Al-Sabah and Agbodjogbe continued remote communications via WhatsApp and FaceTime during Ramadan. Id.

B. Funds Al-Sabah Transferred to Agbodjogbe for N&A Kitchen

9. During their communications, Agbodjogbe expressed to Al-Sabah a desire to expand his restaurant. They agreed that he would convert his existing business into a new business called N&A Kitchen, LLC (“N&A Kitchen”). Id.

10. Al-Sabah understood N&A Kitchen to stand for “Nailah's and Alia's Kitchen.” Id.

11. Al-Sabah accepted the opportunity to invest in N&A Kitchen in exchange for 50% ownership. Id.

12. Al-Sabah had never previously invested in a prospective business opportunity like this one. Id.

13. On July 17, 2014, Al-Sabah received an email from Agbodjogbe providing her with background information about him and his family. In this email, Agbodjogbe provided Al-Sabah with his driver's license, copies of his business licenses and credit cards, and a 2013 U.S. federal income tax return for Nailah's Kitchen. Agbodjogbe also expressed willingness to “go through a background check if necessary.” Pl's Trial Ex. 604.

14. Upon receiving this email, Al-Sabah believed Agbodjogbe was honest, genuine, and transparent about himself and his intentions to expand his restaurants with her as a business partner. Al-Sabah Trial Testimony (Oct. 25, 2023).

15. Accordingly, Al-Sabah did not perform a background check on Agbodjogbe. See id.

16. On August 8, 2014, Al-Sabah received an email from Agbodjogbe attaching draft articles of organization and an operating agreement for N&A Kitchen prepared by a lawyer, Jeffrey P. Rogyom. Pl's Trial Ex. 60.

17. Al-Sabah reviewed the draft articles of organization and operating agreement, which identified her as a member of N&A Kitchen and represented that she would have a 50% membership interest in the company. Id.; Al-Sabah Trial Testimony (Oct. 25, 2023).

18. The draft agreement defined “Membership Interest” to include “(a) a right of a Member to receive distributions of revenues, allocations of income and loss and distributions of liquidation proceeds under” the operating agreement and “(b) any management rights, voting rights, rights to consent, and the right to information concerning the business and affairs of the Company.” Pl's Trial Ex. 60.

19. With the draft articles of organization and operating agreement, Al-Sabah believed Agbodjogbe was setting up N&A Kitchen according to her expectations. Al-Sabah Trial Testimony (Oct. 25, 2023).

20. On August 26, 2014, Agbodjogbe emailed Al-Sabah with a copy of a notice from the Internal Revenue Service (“IRS”) assigning N&A Kitchen an employer identification number. Pl's Trial Ex. 108.

21. On August 28, 2014, Agbodjogbe shared with Al-Sabah bank account information for N&A Kitchen. Pl's Trial Ex. 109.

22. On September 2, 2014, Agbodjogbe forwarded to Al-Sabah an unexecuted contribution agreement for N&A Kitchen. Pl's Trial Ex. 110. This contribution agreement, drafted by Rogyom, confirmed Al-Sabah's intent to contribute $150,000 to N&A Kitchen and to retain a 50% interest in the business. Id.

23. On September 3, 2014, Al-Sabah received an email from Agbodjogbe with (1) a partially executed contribution agreement signed by Agbodjogbe and (2) instructions for her to sign the agreement, obtain a witness signature, and retain a copy for her files. Pl's Trial Ex. 16.

24. On September 9, 2014, Al-Sabah wired $150,000 to N&A Kitchen as her initial investment in the business. See Al-Sabah Trial Testimony (Oct. 25, 2023).

25. On September 16, 2014, Agbodjogbe sent Al-Sabah a physical copy of the draft operating agreement for N&A Kitchen via FedEx. After receiving this package, Al-Sabah signed the document and sent a photograph of her signature page back to Agbodjogbe. See Pl's Trial Exs 1, 15; Al-Sabah Trial Testimony (Oct. 25, 2023).

26. On September 30, 2014, Al-Sabah wired N&A Kitchen an additional $50,000 for purchase of a food truck. Al-Sabah Trial Testimony (Oct. 25, 2023).

C. Funds Al-Sabah Transferred to Agbodjogbe for the Purchase of, and Investment in, Various Properties in the Name of 9 Jewels

27. On October 16, 2014, Al-Sabah wired another $825,000 to N&A Kitchen, which she intended to be used to purchase, renovate, and rent an old apartment building in Baltimore. Id.

28. Al-Sabah later understood that her $825,000 would be used to purchase, renovate, and rent a property located at 400 N. Howard Street in Baltimore, with any leftover proceeds to be used for restaurant operations at N&A Kitchen. Id.

29. Al-Sabah desired that the property located at 400 N. Howard Street be titled in the name of a separate company, wholly owned by Al-Sabah, named 9 Jewels, LLC (“9 Jewels”) after her nine daughters. Id.

30. Al-Sabah did not intend for Agbodjogbe to use any portion of the $825,000 for his personal benefit. Id.

31. Agbodjogbe sent Al-Sabah pictures of 400 N. Howard Street, which she recalled appeared to be in a “very bad” condition. Id.

32. In November, 2014, Agbodjogbe transmitted to Al-Sabah a booklet depicting how the property at 400 N. Howard Street would look after renovations. Id. 33. On December 4, 2014, Agbodjogbe forwarded an email to Al-Sabah from a developer requesting that Agbodjogbe provide proof of funding available to complete the 400 N. Howard Street project. Pl's Trial Ex. 17.

34. On January 16, 2015, Agbodjogbe emailed Al-Sabah informing her that the 400 N. Howard Street project “will be tough,” given its location near downtown Baltimore and noting that the property could double in price if investors found out about her involvement in buying the property, given her wealth. Pl's Trial Ex. 18; Al-Sabah Trial Testimony (Oct. 25, 2023).^[2]

35. In the same email, Agbodjogbe identified two additional properties at 5722 York Road and 327 N. Eutaw Street in Baltimore for purchase. Pl's Trial Ex. 18.

36. Al-Sabah understood from this email that Nailah's Kitchen would move to 327 N. Eutaw Street because it did not have necessary gas service at its existing location at 306 N. Howard Street. Al-Sabah Trial Testimony (Oct. 25, 2023).

37. Al-Sabah also understood from this email that the property at 5722 York Road would be purchased to house an upscale restaurant as an expansion of Nailah's Kitchen. Id.

38. Al-Sabah intended and understood that these two additional properties would be wholly owned by her company, 9 Jewels. Id.

39. A short time after receiving Agbodjogbe's email, Al-Sabah wired N&A Kitchen $305,966 for the purchase of 327 N. Eutaw Street. Id.

40. On or about January 28, 2015, and unbeknownst to Al-Sabah, Agbodjogbe purchased a residential home located at 103 Mt. Wilson Lane in Pikesville, Maryland for $469,990.00 in cash. ECF 178 at 34 (Joint Stipulations of Fact);^[3]see Al-Sabah Trial Testimony (Oct. 25, 2023).

41. On or about February 9, 2015, “N&A Kitchen” (not 9 Jewels) purchased the real property located at 327 N. Eutaw Street in Baltimore, Maryland for $180,000.000 in cash. ECF 178 at 34 (Joint Stipulations of Fact).

42. On February 10, 2015, Al-Sabah wired N&A Kitchen an additional $1,000,000 to support construction at 400 N Howard Street. Al-Sabah...