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Natomas Gardens Investment Group, LLC v. Sinadinos

April 22, 2010

NATOMAS GARDENS INVESTMENT GROUP, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, ORCHARD PARK DEVELOPMENT, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, PLAINTIFFS,
v.
JOHN G. SINADINOS, STANLEY J. FOONDOS, STEPHEN FOONDOS, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Frank C. Damrell, Jr. United States District Judge

MEMORANDUM AND ORDER

This matter is before the court on third-party defendant Eric Solorio's ("Solorio") motion for judgment on the pleadings regarding defendant/counter- and third-party claimant Larry Deane's ("Deane") complaint against him.*fn1 Deane brings individual claims against Solorio for express indemnity, breach of contract, implied indemnity, and equitable indemnity and derivative claims on behalf of plaintiff Natomas Gardens Investment Group, LLC ("Natomas") for breach of fiduciary duty, breach of contract and interference with prospective economic advantage. By this motion, Solorio seeks a judgment on the pleadings, or in the alternative, a partial judgment on the pleadings, pursuant to Federal Rule of Civil Procedure 12(c)*fn2 ,

arguing Deane has no cognizable claims for relief against him. Deane opposes the motion.

For the reasons set forth below, Solorio's motion is GRANTED in part and DENIED in part. To the extent the motion is granted, Deane is permitted leave to amend his third-party claim against Solorio.*fn3

BACKGROUND*fn4

Deane's counter- and third-party claim arise out of a business dispute between Solorio and Deane. Solorio and Deane together own a majority interest in a real estate holding company, Natomas. (CC, ¶ 7.) The purpose of this company was to acquire and develop real property for profit. (Id.) Natomas held a 45% interest in two development companies known as Village Capital Group, LLC and Vintage Creek, LLC (collectively "the LLCs"). (Id.) The LLCs own interests in real property which they are attempting to develop into usable land for subdivision home construction. (Id.)

Deane has a 34.28% share in Natomas and Solorio has a 57.13% interest, with the rest of Natomas' ownership divided amongst non-controlling members who were only entitled to capital returns. (Id. at ¶ 11.) Solorio is the controlling manager of Natomas and as such has exclusive control over the daily operations. (Id. at ¶ 12.) However, there are significant operational decisions that require the consent of Deane. (Id.) Natomas initially began strong, negotiating multi-million dollar land and development contracts. (Id. at ¶ 14.) But, as the real estate market faltered in 2007, two large developers, Tim Lewis Communities and Shea Homes (collectively "the developers"), that Natomas and the LLCs contracted with walked away from the projects. (Id. at ¶¶ 15-16.) As this occurred, Solorio decided he no longer wanted to continue as an owner in Natomas and hired a law firm to assist him in negotiating a buyout. (Id. at ¶ 18.)

It is at this point that Deane alleges Solorio began to act in the interest of seeking a larger buyout for himself rather than in the interest of Natomas. (Id. at ¶¶ 19-22.) Deane alleges that the negotiations fell apart due to Solorio's implacable demands. (Id. at ¶ 20.) Deane asserts Solorio engaged in a pattern of activities designed for the purpose of obstructing Natomas' and the LLCs' business in order to secure a larger buyout. (Id. at ¶¶ 19-22.) Specifically, Deane alleges that:

(1) Solorio began obstructing the business by conducting improper and wasteful investigations of various members of Natomas and the LLCs; (2) these investigations wasted Natomas' resources and prevented the company from selling any properties; (3) Solorio began defaming the members of both Natomas and the LLCs to various possible investors and to the public at large; (4) on multiple occasions Solorio worked against deals from other investors that the rest of Natomas' members favored; (5) Solorio unreasonably refused to participate in the activities of Natomas; and (6) Solorio enlisted third parties to purchase notes and trust deeds held against the LLCs in order to foreclose upon the LLCs' interests. (Id. at ¶¶ 19-22.)

There have been multiple claims filed amongst all of the parties to this action including Deane, Solorio and numerous investors in the LLCs. Originally, related litigation was filed in Sacramento Superior Court. In that action, the state court appointed a receiver over Natomas, but he was later discharged. At the present time, there is no receiver over Natomas, and the state action has been stayed pending the outcome of this action.

STANDARD

Solorio argues that Deane's complaint fails to state any individual claim upon which relief can be granted, and as such, it should be dismissed pursuant to Rule 12(c). The standard governing a Rule 12(c) motion for judgment on the pleadings is basically the same as that which governs Rule 12(b) motions. The motion should be granted if, accepting as true all material allegations contained in the nonmoving party's pleadings, the moving party is entitled to judgment as a matter of law. See Hal Roach Studios v. Richard Feiner & Co., Inc., 896 F.2d 1542, 1550 (9th Cir. 1989).

On a Rule 12(b) motion to dismiss, the court is bound to give the plaintiff the benefit of every reasonable inference to be drawn from the "well-pleaded" allegations of the complaint. Retail Clerks Int'l Ass'n v. Schermerhorn, 373 U.S. 746, 753 n.6 (1963). A plaintiff need not allege "'specific facts' beyond those necessary to state his claim and the grounds showing entitlement to relief. Bell Atlantic v. Twombly, 550 U.S. 544 570 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009).

Nevertheless, the court "need not assume the truth of legal conclusions cast in the form of factual allegations." United States ex rel. Chunie v. Ringrose, 788 F.2d 638, 643 n.2 (9th Cir. 1986). While Rule 8(a) does not require detailed factual allegations, "it demands more than an unadorned, the defendant-unlawfully-harmed-me accusation." Iqbal, 129 S.Ct. at 1949. A pleading is insufficient if it offers mere "labels and conclusions" or "a formulaic recitation of the elements of a cause of action." Twombly, 550 U.S. at 555; Iqbal, 129 S.Ct. at 1950 ("Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice."). Moreover, it is inappropriate to assume that the plaintiff "can prove facts which it has not ...


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