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GARY A. MCINTOSH v. AMANDA K. GILLEY

November 30, 2010

GARY A. MCINTOSH, PLAINTIFF,
v.
AMANDA K. GILLEY, ET AL., DEFENDANTS.



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

MEMORANDUM OPINION

Plaintiff Gary McIntosh ("McIntosh") brings the above-captioned action against Amanda Gilley, her parents David & Linda Gilley, and her brother and sister-in-law Jeff & Kristin Gilley (collectively "Defendants") pursuant to this Court's diversity jurisdiction under 28 U.S.C. § 1332. McIntosh's claims arise out of an alleged general partnership with his former girlfriend, Amanda Gilley, in a business known as AKG Photography ("AKG"). McIntosh asserts an unjust enrichment claim against Amanda Gilley, seeking to recover his investments in AKG and his share of AKG's profits. McIntosh also asserts a libel claim against David & Linda Gilley for an allegedly defamatory email that they sent to McIntosh's superior officer in the U.S. Navy. Finally, McIntosh named Jeff & Kristin Gilley as defendants in the Complaint because Amanda Gilley allegedly moved AKG's operations and equipment into their home.

Currently before the Court are Jeff & Kristin Gilley's [4] Motion to Dismiss under Rule 12(b)(6), which included a motion for sanctions under 28 U.S.C. § 1927 ("§ 1927"); David & Linda Gilley's [6] Motion to Dismiss under Rule 12(b)(2); Amanda Gilley's [17] Motion to Dismiss under Rule 12(b)(1) or, in the alternative, Motion for Summary Judgment, which also included a motion for sanctions under § 1927; and McIntosh's construed motion for sanctions under § 1927 included in his [5] Opposition to Jeff & Kristin Gilley's Motion to Dismiss.

For the reasons set forth below, the Court shall (1) GRANT Jeff & Kristin Gilley's motion to dismiss because the Complaint does not state a claim against them; (2) GRANT David & Linda Gilley's motion to dismiss because McIntosh has not alleged sufficient facts to establish personal jurisdiction under D.C.'s long-arm statute; (3) GRANT Amanda Gilley's motion to dismiss for lack of subject matter jurisdiction because the Court is very confident that, based on the facts presented, McIntosh will not recover in excess of $75,000 from Amanda Gilley under his unjust enrichment claim; and (4) DENY Amanda Gilley's, McIntosh's, and Jeff & Kristin Gilley's motions for sanctions.

I. BACKGROUND

McIntosh alleges that he and Amanda Gilley formed AKG as a general partnership, pursuant to the District of Columbia Uniform Partnership Act, on September 24, 2007. Compl.

¶¶ 6-7, 18-24, Docket No. [1].*fn1 According to their unwritten agreement, McIntosh claims that he was to provide AKG's capital and Amanda Gilley was to run AKG as a photography business. Id. ¶ 21. The Complaint lists several of McIntosh's alleged investments in AKG, including $10,000 in start-up funding; $5000 to move Amanda Gilley and AKG from Texas to Ft. Belvoir, Virginia; $6335 per month from November 2007 to May 2008 to provide a "home office" for AKG at Ft. Belvoir; $182,175.74 for a condominium in the District of Columbia ("District" or "D.C.") that functioned as AKG's "home office" from May 2008 to November 2008; and funding for AKG's equipment and website. Id. ¶¶9-14; Pl.'s Opp'n to Amanda Gilley's Mot., Ex. A (Declaration of McIntosh*fn2 (hereinafter "McIntosh Decl.")), at 3. McIntosh contends that Amanda Gilley agreed to repay him for his investments in AKG, Compl. ¶ 15, and that she in fact made two repayments totaling $775, McIntosh Decl. at 2.

In regard to the condominium, the parties disagree as to its use and purpose. According to McIntosh, he purchased the condominium, a month before beginning a three year deployment in Japan, with the understanding that it would function as AKG's "home office" and Amanda Gilley would also reside there. Id. at 3. McIntosh further avers that Amanda Gilley agreed to pay the condominium's expenses, including mortgage and utilities, as one of AKG's business expenses. Id. Amanda Gilley, in contrast, does not characterize the condominium as AKG's "home office," but rather as a residence for herself, McIntosh, and, at times, McIntosh's mother. See Amanda Gilley's Mot. to Dismiss ("Amanda Gilley's Mot."), Ex. A (Declaration of Amanda Gilley (hereinafter "First Amanda Gilley Decl.")), ¶ 14.

Despite the parties' disagreement as to the purpose of the condominium, several facts regarding the condominium are undisputed. First, the condominium's mortgage has always been exclusively in McIntosh's name. See First Amanda Gilley Decl. ¶ 14; McIntosh Decl. at 3. Second, when McIntosh purchased the condominium in May 2008, he initially placed Amanda Gilley's name, along with his own, on the condominium's title. See First Amanda Gilley Decl.

¶ 14; McIntosh Decl. at 3. Third, although Amanda Gilley paid the condominium's mortgage for the several months she resided there, in October 2008 she ceased paying the condominium's mortgage, vacated the premises, removed AKG's equipment from the premises, and ended her personal relationship with McIntosh. See Compl. ¶ 13, First Amanda Gilley Decl. ¶¶ 14-15; McIntosh Decl. at 3. Finally, Amanda Gilley's name was removed from the condominium's title in December 2008. First Amanda Gilley Decl. ¶ 19; McIntosh Decl. at 6.

McIntosh alleges that after vacating the condominium, Amanda Gilley moved all of AKG's equipment and files into Jeff & Kristin Gilley's residence in Silver Spring, Maryland. Compl. ¶¶ 13, 15. According to McIntosh, Jeff & Kristin Gilley allowed Amanda Gilley to move AKG into their home in order "to prevent [McIntosh]'s involvement in the AKG Partnership." Id. ¶ 17. McIntosh further avers that since Amanda Gilley moved AKG, she has refused to communicate with him, has failed to repay him for his investments in AKG, and that her retention of such investments constitutes unjust enrichment. See id. ¶¶ 15, 33-38.

McIntosh also alleges that Amanda Gilley's parents, David & Linda Gilley, committed libel by sending an email to McIntosh's commanding officer in the U.S. Navy, which claimed that McIntosh was harassing Amanda Gilley through his attempts to procure repayment of his investments in AKG. Id. ¶¶ 16, 25, 27. McIntosh avers that this email contained false statements that injured his military career, caused him disgrace and reputational damage, prevented him from receiving a promotion, and will force him to retire from the U.S. Navy earlier than expected. Id. ¶¶ 30-32; see also McIntosh Decl. at 8-9.

On January 21, 2010, McIntosh filed the instant Complaint, asserting diversity jurisdiction under 28 U.S.C. § 1332 and venue under 28 U.S.C. § 1391. Compl. at 1-2. The Complaint does not enumerate separate counts against the various Defendants. Rather, after alleging some introductory facts, the Complaint alleges additional facts under two headings: (1) "Libel," immediately under which is the additional heading "Defamation Against Parents of Defendant Amanda Gilley;" and (2) "Unjust Enrichment." Id. at 5-6. The Complaint seeks the following relief: (1) appraisal of AKG and award of McIntosh's share of AKG's profits; (2) appointment of a trustee to account for AKG's proceeds; (3) recovery of $272,000 in investments and profits in AKG for breach of the partnership agreement; (4) recovery of $272,000 under an unjust enrichment claim for benefits conferred to AKG; and (5) $500,000 in damages under his libel claim. Id. at 6-7.

In response to the Complaint, Jeff & Kristin Gilley filed a [4] Motion to Dismiss under Rule 12(b)(6) and for sanctions ("Defs. J. & K. Gilley's Mot."). McIntosh responded with an [5] opposition ("Pl.'s Opp'n to Defs. J. & K. Gilley's Mot."), which also included a motion for sanctions, and Jeff & Kristin Gilley filed a [7] reply ("Defs. J. & K. Gilley's Reply"). Subsequently, David & Linda Gilley filed a [6] Motion to Dismiss under Rule 12(b)(2) ("Defs. D. & L. Gilley's Mot."), attaching as exhibits thereto affidavits disavowing that they have any contacts with the District on which jurisdiction may be based. McIntosh then filed an [8] opposition ("Pl.'s Opp'n to Defs. D. & L. Gilley's Mot.") and David & Linda Gilley filed a [9] reply ("Defs. D. & L. Gilley's Reply"). Finally, Amanda Gilley filed a [17] Motion to Dismiss under Rule 12(b)(1) or, in the alternative, a Motion for Summary Judgment ("Def. A. Gilley's Mot."), which also included a motion for sanctions. Amanda Gilley attached various exhibits to her Motion to Dismiss, including a Declaration of Amanda Gilley ("First Amanda Gilley Decl."), Def. A. Gilley's Mot., Ex. A, and several email messages purportedly written by McIntosh after Amanda Gilley moved out of the condominium, id., Exs. C-E. McIntosh then filed an [19] opposition ("Pl.'s Opp'n to Def. A. Gilley's Mot."), attaching his own declaration ("McIntosh Decl.") responding to Amanda Gilley's declaration and detailing his alleged investments in AKG. Finally, Amanda Gilley filed a [20] reply ("Def. A. Gilley's Reply"), along with another Declaration of Amanda Gilley (hereinafter "Second Amanda Gilley Decl.") attesting to AKG's profits since its founding in 2007. The parties' briefing on the pending motions is now complete, and the matter is therefore ripe for review and resolution by this Court.*fn3

II. LEGAL ANALYSIS

A. Motion to Dismiss Pursuant to Federal Rule of Civil Procedure 12(b)(1)

A plaintiff bears the burden of establishing that a federal court has subject matter jurisdiction. Moms Against Mercury v. FDA, 483 F.3d 824, 828 (D.C. Cir. 2007); see also Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994) ("Federal courts are courts of limited jurisdiction . . . [and it] is to be presumed that a cause lies outside this limited jurisdiction."). In evaluating a motion to dismiss under Rule 12(b)(1), a court may "consider the complaint supplemented by undisputed facts evidenced in the record, or the complaint supplemented by undisputed facts plus the court's resolution of disputed facts." Coalition for Underground Expansion v. Mineta, 333 F.3d 193, 198 (D.C. Cir. 2003) (citations omitted); see also Jerome Stevens Pharm., Inc. v. FDA, 402 F.3d 1249, 1253 (D.C. Cir. 2005) ("[T]he district court may consider materials outside the pleadings in deciding whether to grant a motion to dismiss for lack of jurisdiction."). A court must, however, accept as true all factual allegations contained in the complaint and afford the plaintiff the benefit of all favorable inferences that can be drawn from the alleged facts. Leatherman v. Tarrant Cnty. Narcotics Intelligence & Coordination Unit, 507 U.S. 163, 164 (1993).

Nonetheless, "[w]hen the defendant challenges the jurisdictional amount, [the] plaintiff must come forward with some facts in support of her assertion that the jurisdictional amount has been met." Mace v. Domash, 550 F. Supp. 2d 101, 104 (D.D.C. 2008); see also Gomez v. Wilson, 477 F.2d 411, 420 (D.C. Cir. 1973) ("[W]hen, as here, a formal allegation of jurisdictional amount . . . is controverted, a factual issue emerges and the burden of establishing jurisdictional amount is thrust upon the claimant."). The Supreme Court has provided that:

The rule governing dismissal for want of jurisdiction in cases brought in the federal court is that unless the law gives a different rule, the sum claimed by the plaintiff controls if the claim is apparently made in good faith. It must appear to a legal certainty that the claim is really for less than the jurisdictional amount to justify dismissal.The inability of plaintiff to recover an amount adequate to give the court jurisdiction does not show his bad faith or oust the jurisdiction. . . . But if, from the face of the pleadings, it is apparent, to a legal certainty, that the plaintiff cannot recover the amount claimed or if, from the proofs, the court is satisfied to a like certainty that the plaintiff never was entitled to recover that amount, and that his claim was therefore colorable for the purpose of conferring jurisdiction, the suit will be dismissed.

St. Paul Mercury Indem. Co. v. Red Cab Co. ("St. Paul Mercury"), 303 interpreted St. Paul Mercury as requiring courts to be "very confident that a party cannot recover the jurisdictional amount before dismissing the case for want of jurisdiction." Rosenboro v. Kim, 994 F.2d 13, 17 (D.C. Cir. 1993).

B. Motion to Dismiss Pursuant to Federal Rule of Civil Procedure 12(b)(2)

A plaintiff bears the burden of establishing a factual basis for asserting personal jurisdiction over a defendant. See Crane v. N.Y. Zoological Soc'y, 894 F.2d 454, 456 (D.C. Cir. 1990). "The plaintiff, however, cannot rest on bare allegations or conclusory statements and must allege specific facts connecting each defendant with the forum." GTE New Media Servs., Inc. v. Ameritech Corp., 21 F. Supp. 2d 27, 36 (D.D.C. 1998); see also Second Amendment Found. v. U.S. Conference of Mayors, 274 F.3d 521, 524 (D.C. Cir. 2001) (same). "To make such a showing, the plaintiff is not required to adduce evidence that meets the standards of admissibility reserved for summary judgment and trial; rather she may rest her arguments on the pleadings, 'bolstered by such affidavits and other written materials as [she] can otherwise obtain.' " Urban Inst. v. FINCON Servs., 681 F. Supp. 2d 41, 44 (D.D.C. 2010) (quoting Mwani v. bin Laden, 417 F.3d 1, 7 (D.C. Cir. 2005)) (alteration in original). When determining whether personal jurisdiction exists over a defendant, the Court need not treat all of a plaintiff's allegations as true. Instead, the Court "may receive and weigh affidavits and any other relevant matter to assist it in determining the jurisdictional facts." United States v. Philip Morris, Inc., 116 F. Supp. 2d 116, 120 n.4 (D.D.C. 2000) (citation omitted). Any factual discrepancies with regard to the existence of personal jurisdiction, however, must be resolved in favor of the plaintiff. See Crane, 894 F.2d at 456.

C. Motion to Dismiss Pursuant to Federal Rule of Civil Procedure 12(b)(6)

Under the Federal Rules of Civil Procedure, a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief," Fed. R. Civ. P. (8)(a), "in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'" Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). Although "detailed factual allegations" are not necessary to withstand a Rule 12(b)(6) motion to dismiss for failure to state a claim, a plaintiff must furnish "more than labels and conclusions" or "a formulaic recitation of the elements of a cause of action." Id. "Nor does a complaint suffice if it tenders 'naked assertion[s]' devoid of 'further factual enhancement.' " Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (quoting Twombly, 550 U.S. at 557). Rather, a complaint must contain sufficient factual allegations that if accepted as true, "state a claim to relief that is plausible on its face." Twombly, 550 U.S. at 570. "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." Iqbal, 129 S.Ct. at 1949 (citing Twombly, 550 U.S. at 556).

When considering a motion to dismiss for failure to state a claim, 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. Emp. 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.") (internal quotation omitted). However, a plaintiff must provide more than just "a sheer possibility that a defendant has acted unlawfully." Iqbal, 129 S.Ct. at 1950. When a complaint's well-pleaded facts do not ...


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