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Doan v. Singh

United States District Court, Ninth Circuit

October 18, 2013

KEVIN DOAN, et al., Plaintiffs,
v.
NIRMAL SINGH, et. al., Defendants.

ORDER DISMISSING REQUEST FOR ATTORNEY FEES

LAWRENCE J. O'NEILL, District Judge.

PRELIMINARY STATEMENT TO THE PARTIES AND COUNSEL

Judges in the Eastern District of California carry the heaviest caseload in the nation, and this Court is unable to devote inordinate time and resources to individual cases and matters. This Court cannot address all arguments, evidence and matters raised by parties and addresses only the arguments, evidence and matters necessary to reach the decision in this order given the shortage of district judges and staff. The parties and counsel are encouraged to contact United States Senators Dianne Feinstein and Barbara Boxer to address this Court's inability to accommodate the parties and this action.

BACKGROUND

On August 29, 2013, this Court granted motions to dismiss the First Amended Complaint of Plaintiffs Kevin and Pauline Doan ("Plaintiffs"). Doc. 34. Now before the Court is a motion for attorney fees filed by Defendants Nirmal Singh, Paul Raj Chadha, and Chadha Construction ("Defendants") on the grounds that they are "part[ies] prevailing on the contract" as defined in the applicable California attorneys' fee statute, California Civil Code §1717. Doc. 36.

A more detailed summary of the procedural history of this litigation, including other cases in state court and federal district court, appears in the Court's August 29 order granting the motions to dismiss the FAC. Here, the Court begins with Plaintiffs' complaint in this case, filed on April 13, 2013. Doc. 1. While the Court acknowledged the difficulty in parsing "a litany of factual allegations that are confusing and disorganized at best, " it determined that Plaintiffs had attempted to allege a single federal claim (a violation of RICO) as well as a variety of California claims, including breach of contract.[1] Ruling on the motions to dismiss, the Court found, inter alia, that Plaintiffs had failed to allege that they were parties to, or third party beneficiaries of, any contract with Defendants Chadha and Chadha Construction, and it dismissed without prejudice the claims against these two defendants for breach of contract and for violation of the implied covenant of good faith and fair dealing. The Court also dismissed the RICO claim, without prejudice, for failure to plead all necessary elements.

Plaintiffs filed their FAC on July 15, 2013. They re-alleged the RICO claim in greater detail, and also re-alleged two contract-related claims against Defendants Singh, Chadha, Chadha Construction, and "Mid-Valley." The FAC referred to a handful of contracts, as follows:

The first of these was a May 2011 contract or "joint venture agreement" between Plaintiffs, Singh, and Watsonville Inc. for the purchase of land in Watsonville and its development into an AM/PM. Plaintiffs have attached this agreement as Exhibit 56 to their complaint. The Court notes that Harpreet Dhaliwal is also a party. The Court also notes the following attorneys' fee provision: "If litigation is required to resolve or interpret any portion of this Funding and Joint Venture Agreement, then the prevailing party shall be entitled to reasonable and prudent attorney's fees and costs." Doc 24-2, page 9.

Second, there was a one-year promissory note secured by deeds of trust dated May 2011, by which borrowers Singh and Dhaliwal promised repayment to Plaintiffs ("Promissory Note"). Plaintiffs have attached this as Exhibit 59 to their complaint. The attorneys' fee provision is unilateral, providing only for payment of fees by the borrowers (Singh and Dhaliwal) to the Doans. Doc 24-5, page 6.

Third, Plaintiffs stated that the joint venture agreement made them third-party beneficiaries to two contracts made by Watsonville, Inc. Of these, only one is relevant here-a construction contract between Watsonville Inc. and Defendants Chadha and Chadha Construction. Plaintiffs have attached this agreement as Exhibit 28. It provides, "In the event the parties become involved in litigation... with each other arising out [of] this Agreement or other performance thereof... the prevailing party shall be fully compensated for the cost of its participation in such proceedings including the cost incurred for attorney's fees..."

Fourth, on August 1, 2011 Plaintiffs contracted with Singh for purchase of shares of a company which holds an AM/PM on Hatch Road in Ceres, CA ("General Partnership agreement"). Plaintiffs have attached this agreement as Exhibit 58 to their complaint. It contains the same attorneys' fee provision as the May 2011 joint venture agreement cited above. Doc. 24-4, page 9.

Plaintiffs alleged that Singh breached the August 2011 partnership agreement. Plaintiffs also referred to a breach by Singh, Chadha, and Chadha Construction of "the agreement as to the Watsonville Arco AM/PM, " but it is not exactly clear which agreement Plaintiffs have in mind, since they identified three such agreements. From context, it appears that Plaintiffs meant to hold all three defendants-Singh, Chadha, and Chadha Construction-accountable for both the May 2011 joint venture agreement between Plaintiffs and Singh as well as for the construction contract between Watsonville, Chadha, and Chadha Construction. (For example, Plaintiffs refer to a promise made by Singh to Plaintiffs to "obtain a $2, 800, 000.00 permanent take out loan, " yet they name all three of the moving Defendants in connection with the breach of this promise.)

The common theme among these allegations is that they refer only in passing to terms of specific contracts; otherwise, they essentially duplicate the alleged RICO violations. For example, in violating the August 2011 partnership agreement, Singh allegedly failed to make monthly payments of $15, 000 to Plaintiffs as specified in that agreement, and also committed a variety of closely related, generally fraudulent acts: he embezzled from the corporate accounts, he obtained fraudulent lines of credit, he used the money to pay "personal and/or other business expenses, " he shut down bank accounts to prevent Plaintiffs from accessing their money, etc. FAC at ¶120. The same is true of the alleged contractual violations by Singh, Chadha, and Chadha Construction. For example, the FAC alleges the following contractual violations by these Defendants:

• "creating a false Chadha Construction Inc. and used it interchangeably with Chadha Construction to receive money Defendant Singh ...

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