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Englewood Lending Inc. v. G&G Coachella Investments

August 17, 2009

ENGLEWOOD LENDING INC., PLAINTIFF,
v.
G&G COACHELLA INVESTMENTS, LLC, ET AL., DEFENDANTS.
G&G COACHELLA INVESTMENTS, LLC, ET AL., COUNTERCLAIMANTS,
v.
ENGLEWOOD LENDING INC., PLAINFIELD SPECIALTY HOLDINGS I INC., COUNTERDEFENDANTS.



The opinion of the court was delivered by: VIRGINIA A. Phillips United States District Judge

[Motion filed on July 8, 2009]

ORDER GRANTING MOTION TO DISMISS COUNTERCLAIMS AND THIRD PARTY CLAIMS

The "Motion by Plaintiff and Counterdefendant Englewood Lending Inc. and Third Party Defendant Plainfield Specialty Holdings I Inc. to Dismiss Counterclaims and Third Party Claim" ("Mot.") filed by Plaintiff and Counterdefendant Englewood Lending Inc. ("Englewood") and Third Party Defendant Plainfield Specialty Holdings I, Inc. ("Plainfield Specialty") came before the Court for hearing on August 17, 2009. After reviewing and considering all papers filed in support of, and in opposition to, the Motion, as well as the arguments advanced by counsel at the hearing, the Court GRANTS the Motion and dismisses the two counterclaims and third party claims ("Counterclaims") filed by G&G Coachella Investments, LLC, 350 RC, LLC, Stone Water LLC and Gibralt U.S., Inc. ("Gibralt"), (collectively "Borrowers").

I. BACKGROUND

A. Procedural History

On May 22, 2009, Englewood filed its First Amended Complaint ("FAC") against the Borrowers asserting the following claims: (1) Judicial Foreclosure against Defendant G&G Coachella Investments, LLC; (2) Judicial Foreclosure against Defendant Stone Water, LLC; (3) Judicial Foreclosure against Defendant 350 RC, LLC; (4) Breach of Contract against Defendant G&G Coachella Investments, LLC; (5) Breach of Contract against Defendant Stone Water, LLC; (6) Breach of Contract against Defendant 350 RC, LLC; (7) Breach of Contract against Defendant Gibralt U.S., Inc.; and (8) Fraudulent Transfer against Defendant Gibralt U.S., Inc. and DOE 1.

On June 3, 2009, the Borrowers filed their "Answer and Counterclaims by G&G Coachella Investments, LLC, 350 RC, LLC, Stone Water LLC and Gibralt US, Inc." ("Answer" and "Countercl.")

The Court recently considered the motion for judgment on the pleadings filed by the Borrowers. The Court determined California law applied to the claims in the FAC and denied judgment on the pleadings. (Order Denying Motion on the Pleadings 10.)

B. Factual Allegations

In October 2007, the Borrowers entered into several contracts with Plainfield West, Inc., Plainfield West III, Inc., and Plainfield West IV, Inc. for $55,000,000. (Countercl. page 19 (unnumbered paragraph), ¶¶ 118-121, 139-42; Answer ¶¶ 15, 17, 21, 23, 27, 29, 34-37.) The Borrowers refer to these contracts as the "Purported Loan" in the Counterclaim and here they are referred to as "the Obligations." (See Countercl. ¶ 141.) On July 1, 2008, Plainfield West, Inc., Plainfield West III, Inc., and Plainfield West IV, Inc. merged with and into Englewood. (Order Denying Motion on the Pleadings 3.)

The entities which merged into Englewood and their affiliates advanced sums to the Borrowers and received management rights, quarterly payments, and proceeds in return, among other benefits. (Countercl. ¶¶ 141, 149-50, 153, 155.) Gibralt executed the Gibralt Limited Guarantee for certain of the Borrowers' Obligations. (Countercl. ¶¶ 160, 169-174.)

The Borrowers defaulted on the Obligations. (Countercl. at pages 19-20 (unnumbered paragraphs).)

II. LEGAL STANDARD

Under Rule 12(b)(6), a party may bring a motion to dismiss for failure to state a claim upon which relief can be granted. As a general matter, the Federal Rules require only that a plaintiff provide "'a short and plain statement of the claim' that will give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests." Conley v. Gibson, 355 U.S. 41, 47 (1957) (quoting Fed. R. Civ. P. 8(a)(2)); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 1964 (2007). In addition, the Court must accept all material allegations in the complaint - as well as any reasonable inferences to be drawn from them - as true. See Doe v. United States, 419 F.3d 1058, 1062 (9th Cir. 2005); ARC Ecology v. U.S. Dep't of Air Force, 411 F.3d 1092, 1096 (9th Cir. 2005).

"While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the 'grounds' of his 'entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atlantic, 127 S.Ct. at 1964-65 (citations omitted). Rather, the allegations in the complaint "must be enough to raise a right to relief above the speculative level." Id. at 1965. "[T]he pleading standard Rule 8 ...


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