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Snyder v. Lowery

January 8, 2008


The opinion of the court was delivered by: James Robertson United States District Judge


Plaintiff Michael Snyder and defendant Dale Lowery are co-adventurers in a pair of closely held corporate entities. Snyder holds a 1/5 share of "CASEtech," a Delaware corporation, and a 1/3 share of "L&S," a D.C. limited liability company. Lowery holds the remaining majority shares of both entities. In November 2005, Snyder and Lowery signed an agreement under which a major real estate asset of L&S would be sold and the proceeds used in large part to pay off the debts of CASEtech. This appears to have been a bad deal for Snyder: his share in the proceeds of the real estate sale was reduced because the L&S profits were used to pay down the debt of another company in which he held a smaller interest, and much of that debt was owed to Lowery. Snyder thus complains in various forms that, although he signed the agreement, it was unfair and the resulting distribution of funds should be undone.

These complaints and associated remedial requests are now presented on cross-motions for summary judgment. They include: (1) breach of fiduciary duty; (2) breach of contract; (3) breach of the covenant of good faith and fair dealing; (4) unjust enrichment; (5) trover and conversion; (6) equitable lien; and (7) judicial dissolution of L&S. If there were a genuine issue of material fact here, it would be, for every claim, whether the deal that Snyder agreed to was voluntary, or whether (on the other hand) he was tricked or abused by his business partner. Because the plaintiff has neither presented evidence nor pointed to anything in the record that would support a finding that he was deceived, however, there is no genuine issue of material fact, and summary judgment must be granted for the defendant.

Factual Background

In March 2005, CASEtech was in considerable debt. It owed $200,000 to National Capitol Bank, $60,000 to Snyder, and $360,000 to Lowery. Amended Complaint [25] at ¶ 16. Snyder does not say that he was ignorant of these debts, and he presumably knew about them, as he threatened to quit at that time unless CASEtech reduced its indebtedness. Id. at ¶ 17. Indeed, Snyder's complaint alleges that Lowery hatched the plan to sell the L&S property at 515 Second Street NE for the express purpose of reducing CASEtech's debts, and that he presented the plan to Snyder as such. Id. at ¶ 21 ("Lowery proposed to Snyder that L&S sell one of its properties . . . and that the money realized from the sale be invested in CASEtech."). To this end, Lowery presented Snyder with an agreement to expend the profits of the sale by first paying off all the debts of CASEtech and then distributing the residual profit pro rata between the two of them. He presented this plan to Snyder on November 4, 2005, in a one-page document called a "Funding Allocation Agreement." See Plaintiff's Statement of Uncontested Facts [18] at ¶ 15; [11, Exhibit A]. Although Snyder's complaint alleges that Lowery convinced him to sign this document "immediately" and "without reading it," Amended Complaint [25] at ¶¶ 24, 26, Snyder does not dispute that the agreement was in fact executed one day later, on November 5, 2005. See Defendant's Statement of Undisputed Facts [11] at ¶ 1; Plaintiff's Statement of Uncontested Facts [18] at 1 ("Snyder agrees with and hereby incorporates by reference Lowery's Uncontested Facts Nos. 1, 3-7, 9-12.").

The Funding Allocation Agreement is succinct, occupying one page and only four small operative paragraphs. It specifies the following distribution for the proceeds of the real estate sale:

FIRST, to pay the costs of the sale . . . .

SECOND, to pay off existing mortgages on [the property].

THIRD, to contribute to the capital of the Corporation [CASEtech] (in the proportions set forth in Article Fourth below) the amount necessary to pay off all short and long term debt of the Corporation. This debt consists primarily of (A) the major part of a $200,000.00 line of credit owed to the National Capitol Bank; and (B) monies used for operating capital and secured by 816 North Carolina Avenue, S.E., a private residence owned by Dale E. Lowery.

FOURTH, any funds remaining after satisfaction of the above obligations shall be distributed to the Partners without encumbrance according to their relative ownership interests in L&S, i.e. 66.7% to Dale E. Lowery and 33.3% to I. Michael Snyder.

[11, Exhibit A]. The schedule of the payout is clear, and the parties agree that it was followed. Defendant's Statement of Undisputed Facts [11] at ¶ 11. Snyder's complaint represents, however, that Lowery pressured Snyder to sign the agreement "right away," and that Lowery represented that "only enough money to pay off the $200,000.00 bank loan would be invested into CASEtech." Amended Complaint [25] at ¶¶ 24, 26.

Taking the allegations in the complaint as true -- and assuming arguendo that the investment in CASEtech was without any value*fn1 -- Lowery's alleged misrepresentation led to an unexpected loss for Snyder of approximately $133,000.*fn2 At some point after the funds were distributed, Snyder decided that the payout was unfair and asked that certain funds be returned to him. Lowery refused.

It is undisputed that Snyder generally had access to the books of both companies, and that he would take them home and review the companies' financial affairs from time to time. Defendant's Statement of Undisputed Facts [11] at ¶ 10. In fact, it was plaintiff who insisted that Lowery take steps to reduce CASEtech's indebtedness. Lowery presented the planned sale of the property to plaintiff as intended to accomplish precisely that result, and plaintiff admits that the payment of CASEtech debts was one contemplated result of the sale -- at least with respect to the $200,000 bank loan. Amended Complaint [25] at ¶¶ 17, 21, 26. Lowery further submits that plaintiff "had knowledge of the debt incurred by CASEtech, including the monies ...

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