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GHAHREMANI v. UPTOWN PARTNERS

November 13, 2005.

SAMAN GHAHREMANI, Plaintiff,
v.
UPTOWN PARTNERS, L.L.C., Defendant.



The opinion of the court was delivered by: COLLEEN KOLLAR-KOTELLY, District Judge

MEMORANDUM OPINION

Plaintiff Saman Ghahremani brought this action on June 23, 2005, against Defendant Uptown Partners, L.L.C., seeking to enforce a Condominium Unit Purchase Agreement (the "Contract") for a condominium located at 1390 V Street, N.W., Washington, D.C. 20009, Unit 321 (the "Unit"). Implicitly, Plaintiff's Complaint also alleges breach of contract and unjust enrichment against Defendant. In response, Defendant filed a Motion to Dismiss Plaintiff's Complaint for failure to state a claim, pursuant to Federal Rule of Civil Procedure 12(b)(6), and for failure to join an indispensable party, pursuant to 12(b)(7), and also filed a Motion to Strike Notice of Pendency of Action ("Lis Pendens") and to Quash the Encumbrance Created By Its Filing. Upon a consideration of Defendant's motions, Plaintiff's Opposition, Defendant's Reply, Plaintiff's exhibits attached to his Complaint, and the relevant case law, the Court shall grant Defendant's Motion to Dismiss for failure to state a claim and shall quash the relevant encumbrance.

I: BACKGROUND

  On December 13, 2002, Plaintiff and his friend, Farzel Davarya, entered into a real estate contract with Defendant, pursuant to which Defendant was to sell the purchasers Unit 321 at the Langston Hughes Lofts, a condominium building which was in the process of being built at the intersection of 14th and V Streets, N.W., Washington, D.C. Compl. ¶¶ 5-6; see id., Ex. 1 (December 13, 2002 Contract). Prior to the signing of the December 13, 2002 Contract, Plaintiff contends that he and Mr. Davarya met with one of Defendant's real estate agents, who suggested that Mr. Davarya be shown on the Contract as one of the purchasers because he was already on a waiting list for a unit in the building, while Plaintiff was not on such a list. Id. ¶ 6. According to Plaintiff, the agent assured them that there was no problem with including Mr. Davarya on the agreement, and that the deed would be prepared to show Plaintiff as the sole purchaser at closing. Id. However, because of the waiting list problem, the December 13, 2002 Contract explicitly lists Plaintiff and Mr. Davarya as the "purchasers" of the Unit, and both individuals signed the actual document. Id., Ex. 1 (December 13, 2002 Contract) at 9.

  The December 13, 2002 Contract contains several provisions that are relevant to this suit. In particular, two provisions place certain obligations on the purchaser(s) of a unit within the Langston Hughes Loft. First, Section 22(a) provides, in relevant part, "Purchaser shall have no right to assign this Agreement without the prior written consent of Seller. Any purported assignment of this Agreement by Purchaser in violation hereof shall be voidable at the option of Seller." Id., Ex. 1 (December 13, 2002 Contract) at § 22(a). Second, Section 22(h) emphasizes that

  PURCHASER HEREBY REPRESENTS AND WARRANTS THAT PURCHASER INTENDS TO OCCUPY THE PROPERTY AS A PRIMARY RESIDENCE. ANY MISREPRESENTATION REGARDING PURCHASER'S INTENTION TO RESIDE IN THE UNIT SHALL CONSTITUTE A DEFAULT BY PURCHASER PURSUANT TO PARAGRAPH 15(a) HEREOF. Id., Ex. 1 (December 13, 2002 Contract) at § 22(h) (emphasis in original). Both Plaintiff and Mr. Davarya placed their initials next to Section 22(h) of the Contract, signifying their understanding of the provision. See id.

  Additionally, the December 13, 2002 Contract contains two other provisions that provide certain protections to Defendant. First, Section 22(c) ensures that:
Purchaser is expressly prohibited from recording, and covenants not to record, this Agreement, any memorandum thereof of any list [sic] pendens, whether or not Seller is at any time in default hereof, and upon any recordation and attempted recordation, Purchaser shall be in default of this Agreement, and Seller shall have all rights and remedies to which it is entitled pursuant to Paragraph 15(a) hereof with respect to such default.
Id., Ex. 1 (December 13, 2002 Contract) at § 22(c). Second, Section 22(e) notes that
 
This Agreement is not severable except with the prior written consent of Seller. If any part of this Agreement is unenforceable or severed for any reason, then at Seller's election this Agreement may be terminated upon written notice to Purchaser and upon such termination Seller shall return Purchaser's Deposition and any other monies paid Seller hereunder and not then expended in connection with the Property, in which event the parties hereto shall be relieved of any and all further liability hereunder.
Id., Ex. 1 (December 13, 2002 Contract) at § 22(e). The Contract is governed by and interpreted in accordance with the laws of the District of Columbia. Id., Ex. 1 (December 13, 2002 Contract) at § 22(q).*fn1 In September 2003, the parties entered into a price amendment related to certain options to be added to the Unit. Id. ¶ 8; see also id., Ex. 3 (September 3, 2003 Price Amendment). However, despite not being a "purchaser" listed on the December 12, 2002 Contract, Plaintiff's wife was the only individual who formally signed off on this amendment. Id. ¶ 8; see also id., Ex. 3 (September 3, 2003 Price Amendment) at 3. On April 2, 2005, another "price restate addendum" was entered into by the parties, modifying the final price of the Unit. Id. ¶ 7; see also id., Ex. 2 (April 2, 2005 Price Restate Addendum). In the April 2, 2005 Price Restate Addendum, both Plaintiff and Mr. Davarya were explicitly listed as the "purchasers" of the Unit, although apparently Plaintiff was the only purchaser who signed the document. Id., Ex. 2 (April 2, 2005 Price Restate Addendum) at 2.

  By a letter dated May 18, 2005, Defendant gave notice through its real estate broker that it had scheduled settlement for June 1, 2005, and that settlement would be conducted by Regional Title, Inc., at its Washington, D.C. offices. Id. ¶ 10; see also id., Ex. 4 (May 18, 2005 Settlement Notice). However, when Plaintiff and his wife appeared at the offices of Regional Title for settlement on June 1, 2005 "ready, willing and able to perform all of [the] obligations under the contract," they were informed by Regional Title that Defendant would not settle because Plaintiff "was asking for title `in the wrong name.'" Id. ¶ 12. Defendant's reasoning was further explained in a letter from Defendant's real estate broker to Plaintiff and Mr. Davarya dated June 10, 2005, which announced that: Seller has instructed us to send you this formal notification that you are in default of Paragraph 22(h) of your Purchase Agreement to buy Condominium Unit 321 at Langston Lofts Condominium. You indicated that it was to be your primary residence as required under the contract.

 Id. ¶ 13; see also id., Ex. 5 (June 10, 2005 Default Letter).

  Apparently, Defendant did not believe that Mr. Davarya — who was not present at closing — intended to occupy the Unit as his primary residence. Moreover, Defendant did not believe that Plaintiff and his family intended to occupy the Unit as their primary residence, as required by Section 22(h). At the time of closing, Plaintiff's family included himself, a wife, and two children — one of which was born between the December 13, 2002 Contract and the day scheduled for closing. Compl. ¶ 14. Public records show that the Unit is a one bedroom condominium unit of less than 900 square feet. See Def.'s Mot. to Dismiss at 1 n. 1. According to records of the Maryland State Department of Assessments and Taxation, Plaintiff purchased a 4,400 square foot single family home in Clarksville, Maryland, a mere three (3) months prior to the signing of the Contract to purchase the Unit. Id.*fn2 Due to its belief that the purchasers, and Plaintiff specifically, had violated Section 22(h) of the Contract, Defendant informed Plaintiff that it was willing to return his deposit of $13,000.00 and his options payment of $2,960.00 at his request but was otherwise terminating the Contract based on Plaintiff's breach. Compl., Ex. 5 (June 10, 2005 Default Letter) at 1.

  Plaintiff now contends that Defendant's stated justification for terminating the Contract is a pretext for illegitimate ulterior motives. In support of this theory, Plaintiff notes that at the time he and Mr. Davarya signed the Contract on December 13, 2002, Defendant's real estate broker was aware that Mr. Davarya had already signed another Condominium Unit Purchase Agreement for a separate unit in the Langston Hughes Lofts. See Pl.'s Opp'n, Ex. 1 (Davarya Aff.) at 1, ¶ 6. Therefore, Plaintiff argues that Defendant's representative was aware that Mr. Davarya could not occupy both units as his "primary" residence. Id. at 6-7. Moreover, Plaintiff claims that the Unit's market value "has gone up substantially since 2002 and [Defendant] can sell the Unit for approximately twice the amount . . . in the Contract," Compl. ¶ 18, giving Defendant extra economic incentive to find a breach on the part of Plaintiff. Finally, Plaintiff asserts that Section 22(h) did not require that the Unit be used as the purchaser's primary residence, and instead only required a representation that in 2002 Plaintiff intended the condominium to be his primary residence. Id. ¶ 14. Because Plaintiff notes that he intended the Unit to be his family's primary residence at the time of the initial contract signing on December 13, 2002, he argues that no violation of Section 22(h) actually occurred. Id.*fn3

  Given these contentions, Plaintiff asserts that it is Defendant who has defaulted and, as such, he is the equitable owner of the Unit and is entitled to a lis pendens until this matter is adjudicated. Id. ¶ 22. Plaintiff requests that this Court enter: (1) "[i]njunctive relief prohibiting the sale or encumbrance of the Property during these proceedings"; (2) "[a] declaration . . . that [Plaintiff] is the equitable owner of the subject property"; (3) "[a]n Order . . . requiring specific performance of the Contract" by Defendant; (4) "[a]n award of damages"; and (5) an award for costs and reasonable attorney's fees. Id. at 5 (Prayer for Relief). In response, Defendant contends that dismissal of Plaintiff's action is warranted because he has violated multiple provisions within the Contract and is entitled to no further relief outside of a return of his deposit and options payment. See generally Def.'s Mot. to Dismiss.

  II: LEGAL STANDARDS

  In general, a motion to dismiss under Federal Rule of Civil Procedure 12(b) should not prevail "unless plaintiffs can prove no set of facts in support of their claim that would entitle them to relief." Kowal v. MCI Commc'n Corp., 16 F.3d 1271, 1276 (D.C. Cir. 1994) (citing Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)). In evaluating a Rule 12(b)(6) motion to dismiss for failure to state a claim, unlike resolving a motion under Rule 12(b)(1), the court must construe the complaint in a light most favorable to the plaintiff and must accept as true all reasonable factual inferences drawn from well-pleaded factual allegations. In re United Mine Workers of Am. Employee Benefit Plans Litig., 854 F. Supp. 914, 915 (D.D.C. 1994); see also Schuler v. United States, 617 F.2d 605, 608 (D.C. Cir. 1979) ("The complaint must be `liberally construed in favor of the plaintiff,' who must be granted the benefit of all inferences that can be derived from the facts alleged."). While the court must construe the Complaint in the Plaintiff's favor, it "need not accept inferences drawn by the plaintiff[] if such inferences are not supported by the facts set out in the complaint." Kowal, 16 F.3d at 1276. Moreover, the court is not bound to accept the legal conclusions of the non-moving party. See Taylor v. FDIC, 132 F.3d 753, 762 (D.C. Cir. 1997).

  The court is limited to considering facts alleged in the complaint, any documents attached to or incorporated in the complaint, matters of which the court may take judicial notice, and matters of public record. See E.E.O.C. v. St. Francis Xavier Parochial Sch., 117 F.3d 621, 624 (D.C. Cir. 1997); Marshall County Health Care Auth. v. Shalala, 988 F.2d 1221, 1226 n. 6 (D.C. Cir. 1993); Fed.R.Civ.P. 10(c) ("A copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes"). Factual allegations in briefs of memoranda of law may not be considered when deciding a Rule 12(b)(6) motion, particularly when the facts they contain contradict those alleged in the complaint. Henthorn v. Dep't of Navy, 29 F.3d 682, 688 (D.C. Cir. 1994); cf. Behrens v. Pelletier, 516 U.S. 299, 309, 116 S.Ct. 834, 133 L.Ed.2d 773 (1996) (when a motion to dismiss is based on the complaint, the facts alleged in the complaint control).

  Accordingly, the court may dismiss a complaint for failure to state a claim only if it is clear that no relief could be granted under any set of facts that could be proved consistent with the allegations. Hishon v. King & Spalding, 467 U.S. 69, 73, 104 S.Ct. 2229, 81 L.Ed.2d 59 (1984); Atchinson v. Dist. of Columbia, 73 F.3d 418, 422 (D.C. Cir. 1996). However, the court should grant a motion to dismiss "if an affirmative defense or other bar to relief appears on the face of the complaint." Garrett v. Commonwealth Mortgage Corp., 938 F.2d 591, 594 (5th Cir. 1991) (citing Landry v. Air Line Pilots Ass'n Int'l AFL-CIO, 901 F.2d 404, 435 (5th Cir. 1990)), cert. denied, 498 U.S. 895, 111 S.Ct. 244, 112 L.Ed.2d 203 (1990); ...


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