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Armenian Genocide Museum and Memorial, Inc. v. Cafesjian Family Foundation

April 15, 2009

ARMENIAN GENOCIDE MUSEUM AND MEMORIAL, INC., PLAINTIFF,
v.
THE CAFESJIAN FAMILY FOUNDATION, INC., ET AL., DEFENDANTS.



The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge

MEMORANDUM OPINION

This case, filed by The Armenian Genocide Museum & Memorial, Inc. ("AGM&M"), has its origins in a dispute related to the construction of an Armenian museum and memorial in Washington, D.C. On February 5, 2009, the Court granted-in-part and denied-in-part a Motion to Dismiss Counts I, III, and IV of the Second Amended Complaint filed by three of the four named Defendants in this case. Currently pending before the Court is a Motion to Dismiss filed by the fourth named Defendant, John Waters, Sr., relating to Count II of the Second Amended Complaint. After a searching review of the parties' submissions, all relevant case law, statutory authority, and the entire record of the case as a whole, the Court shall DENY Defendant's [62] Motion to Dismiss, for the reasons set forth below.

I. BACKGROUND

The following facts are drawn from AGM&M's Second Amended Complaint and are not based on any findings of fact made by the Court.

Beginning in the 1990s, a non-party advocacy group called the Armenian Assembly of America (the "Assembly") began investigating the construction of a permanent museum and memorial in Washington, D.C., dedicated to the victims and survivors of the Armenian Genocide. See Second Am. Compl. ¶¶ 8, 9. In 1999, the Assembly located a possible site for the museum and memorial at the National Bank of Washington Building at 14th and G Streets in Washington, D.C. Id. ¶ 10. In order to fund the purchase of this site, the Assembly sought donations and pledges from various sources, including from Gerard L. Cafesjian ("Cafesjian"), the President and Director of The Cafesjian Family Foundation, Inc. ("CFF").

On November 1, 2003, the Assembly executed a Grant Agreement with CFF and Cafesjian that, among other provisions, set forth the terms and conditions of two donations made by Cafesjian to purchase the Bank of Washington Building and four adjacent properties. Id. ¶ 13. Pursuant to the Grant Agreement, CFF and the Assembly were required to, and did, create Plaintiff AGM&M as a non-profit corporation, to which the Assembly was required to transfer all of the "right, title, and interest" in assets and pledges contributed to the Assembly for the museum and memorial project. Id. John Waters, Sr. "represented AGM&M in connection with the acquisition of the [properties adjacent to the Bank of Washington Building] by AGM&M."

Id. ¶ 31. See also id. ¶ 50 ("Waters Sr. represented AGM&M in connection with the acquisition of the properties by AGM&M").

AGM&M is governed, managed, and controlled by a Board of Trustees, as set forth in its Articles of Incorporation and By-Laws. Id. ¶¶ 23-25. On October 23, 2006, without the direction and consent of the Board of Trustees, John Waters, Jr. (an officer of both CFF and AGM&M) "executed, purportedly as an authorized officer of both [AGM&M] and CFF, a Memorandum of Agreement ["MOA"] Reserving Rights . . . purportedly between [AGM&M] and CFF." Id. ¶ 30. Because the Board of Trustees did not authorize Waters, Jr. to execute and record the MOA on behalf of AGM&M, "Waters, Jr. did not have the authority to execute the [MOA] on behalf of [AGM&M] or to file and record the [MOA] with the Recorder of Deeds on behalf of [AGM&M]." Id. ¶ 33. Once the other Trustees learned of the MOA, they demanded that Defendants have it rescinded and removed from the District of Columbia's land records, which Defendants refused to do.*fn1 Id. ¶ 34.

Prior to executing and filing the MOA, Waters, Sr. "consulted with" and "assisted" Waters, Jr. Id. ¶¶ 31, 51. In addition, Waters Sr. was aware that the execution and recording of the [MOA] would harm AGM&M, but nevertheless assisted Waters Jr. with the filing of the [MOA], failed to advise any independent members of the Board of Trustees of AGM&M of either the execution or the recording of the [MOA], and failed to take reasonable steps to protect AGM&M's interests with respect to the Properties.

Id. ¶ 51.

AGM&M initiated this suit on July 16, 2007. Count II of the Second Amended Complaint alleges that Waters, Sr. breached his fiduciary duties to AGM&M. Id. ¶¶ 49-52. AGM&M also alleges that it suffered damages arising from Waters, Sr.'s acts, including fees and costs associated with "the delay in the development of the museum, and damages related to additional difficulty in securing insurance and financing related to" the properties. Id. ¶ 52.

Waters, Sr. filed the instant Motion to Dismiss for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), and for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). AGM&M filed an Opposition and Waters, Sr. has filed a Reply. Defendant's Motion to Dismiss is therefore fully briefed and ripe for decision.

II. LEGAL STANDARD

A. Federal Rule of Civil ...


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