United States District Court, D. Columbia.
RANDOLPH W. RENCHARD, Plaintiff,
PRINCE WILLIAM MARINE SALES, INC., et al., Defendants
For RANDOLPH W RENCHARD, Plaintiff: James J. Fournier, LEAD ATTORNEY, LAW OFFICE OF JAMES FOURNIER, Washington, DC.
For PRINCE WILLIAM MARINE SALES, INC., PRINCE WILLIAM MARINA, INC., FRANK FIORINA, Defendants: Eugene A. Burcher, WALSH, COLUCCI, LUBELEY, EMRICH & WALSH, PC, Woodbridge, VA.
BERYL A. HOWELL, United States District Judge.
Pending before the Court in this breach of contract and tort suit are three motions: a Motion to Transfer this Case to the Eastern District of Virginia (" Defs.' Mot. Transfer" ), ECF No. 4, filed by all defendants; Defendants Prince William Marina, Inc. (" PWM" ) and Prince William Marine Sales, Inc.'s (" PWMS" ) Motion to Dismiss for failure to state a claim (" PWM Defs.' Mot. Dismiss" ), ECF No. 5; and Defendant Frank Fiorina's Motion to Dismiss for failure to state a claim (" Def. Fiorina's Mot. Dismiss" ), ECF No. 6. For the reasons set forth below, the Motion to Transfer is denied; Defendant Fiorina's Motion to Dismiss is granted; and Defendants PWM and PWMS' (collectively, the " PWM Defendants" ) Motion to Dismiss is granted in part and denied in part without prejudice.
The plaintiff, Randolph W. Renchard, is " profoundly and pre-linguistically deaf and uses American Sign Language for daily communication" such that " [t]o communicate with Plaintiff effectively in business or other important situations, a qualified sign interpreter is required."  Compl. ¶ 20, ECF No. 1-1. The plaintiff also " has learning and reading disabilities and cannot write or read unless small words are used." Id. ¶ 19. In November 2009, the plaintiff purchased a yacht from the PWM Defendants for approximately $1.4 million dollars. Id. ¶ 25. To facilitate the purchase, on May 19, 2009, the plaintiff had liquidated his living trust and wired $516,481.28 to Defendant PWMS " as a cash deposit toward the purchase of the yacht." Id. ¶ 22; see Compl. Ex. 1. The plaintiff traded in his existing boat, valued at $210,000, and the sale closed in mid-November 2009. Compl. ¶ 25. The plaintiff received a mortgage on the boat for the remaining balance, $699,861.74, listing defendant PWMS as the mortgagee dated December 29, 2009. Id. Ex. 5 at 54. The mortgage states that " [t]o the extent that state law rather than federal law is
deemed to apply to any provision of this mortgage, the parties elect to apply the laws of the State of Maryland." Id. at 56.
After obtaining the mortgage, the plaintiff financed " the balance of the purchase by entering into a Retail Installment Contract and Security Agreement [the " First Installment Contract" ] with Plaintiff for $692,246.00 on December 30, 2009." Compl. ¶ 28; see Compl. Ex. 3 at 42. The First Installment Contract required the plaintiff to pay $5,471.35 for thirty-five months, with a final balloon payment of $647,644.25 due at the end of the thirty-sixth month. Compl. Ex. 3 at 42. The First Installment Contract contains no forum selection clause or choice of law provision. See id. at 42-45.
At all relevant times to this action, the plaintiff contends that the yacht " was slipped in Columbia Island Marina, located in the District of Columbia" and that the District of Columbia " remains [the yacht's] hailing port as of the time of the filing of" the Complaint. Id. ¶ ¶ 76; 79. Subsequent to the purchase, the plaintiff " made requests for maintenance and repairs to the yacht, via a video relay service, from Columbia Island Marina in Washington, D.C." where the yacht was moored. Compl. ¶ 33; see id. ¶ 23 (discussing transport of yacht to Columbia Island Marina " where [the yacht] would be slipped" ). The plaintiff alleges that, to facilitate these maintenance requests, Defendant PWM retained " a set of keys . . . unbeknownst to Plaintiff, to the yacht and the gate securing" the marina. Compl. ¶ 34. The cost of these maintenance and repair requests, as claimed by the PWM Defendants, was $25,283.71. Id. ¶ 41. The plaintiff informed the PWM Defendants that he would be unable to pay for the maintenance in a single lump sum and the parties " orally agreed that Plaintiff would be allowed to pay $500.00 per month towards the maintenance and repair fees, although Plaintiff had questions about some of the fees but could not ask due to communication difficulties." Id. ¶ 42. The parties did not discuss whet law would apply to any disputes as to this oral agreement, or in what forum such disputes would be resolved. See id. The repairs occurred " on at least fifteen different occasions" in the District of Columbia. Id. ¶ 40. The $500 payments began in February, 2010, were made by automatic deduction from the plaintiff's bank account, id. ¶ 43, and totaled $9,000 over the ensuing eighteen months, id. ¶ 44.
In November, 2010, the PWM Defendants discovered that the boat the plaintiff traded in 2009 still had an outstanding mortgage, on which the plaintiff was continuing to make payments. See id. ¶ ¶ 45-48. The PWM Defendants informed the plaintiff he would need to pay off the mortgage " so that PWM could sell it." Id. ¶ 46. The plaintiff averred that he was unable to pay the entire mortgage, but that he was continuing to make payments on it and " that no one at PWM had asked him whether there was a balance owed on the [trade-in boat] or told him that he had to pay it off at the time he purchased the yacht." Id. ¶ 47. The trade-in boat's mortgage amounted to just over $26,000 in November 2010. Id. ¶ 48. The PWM Defendants apparently paid off the mortgage themselves and " informed Plaintiff . . .
that the $26,387.08 paid to [the mortgagee] would be added to the repair and maintenance bills and that Plaintiff should continue making $500.00 monthly payments towards [sic] the entire amount, now approximately $51,000." Id. ¶ 49.
During the first half of 2011, the plaintiff " incurred additional fees for purported repairs and maintenance to the yacht totaling $21,039.94." Id. ¶ 50. Invoices provided by the plaintiff show that as of August 3, 2011, the plaintiff owed $73,427.93 to Defendant PWMS, separate from the nearly $700,000 owed under the financing arrangement on the boat. See Compl. Ex. 9 at 94.
The plaintiff signed another Retail Installment Contract and Security Agreement (the " Second Installment Contract" ) with Defendant PWMS dated July 15, 2011, at the Defendant PWMS' request. See Compl. Ex. 4 at 47-51. Defendant PWMS requested the plaintiff sign this new contract, without dating it, on February 11, 2010  because Defendant PWMS was " changing all of [its] bank contracts to a more professional contract." Id. at 47. In the request to the plaintiff, Defendant PWMS noted that, " the [monthly] payment did not change, however, the balloon, final payment is lower than the last contract" since the Second Installment Contract had a slightly longer term than the First Installment Contract. See id. This new contract was supposed to end on August 15, 2013, eight months later than the First Installment Contract. Compare Second Installment Contract at 48 (listing last payment date as August 15, 2013) with First Installment Contract (listing last payment date as December 27, 2012). The Second Installment Contract also applied a lower interest rate than the First Installment Contract. Compare Second Installment Contract at 48 (listing interest rate as 6.0 percent) with First Installment Contract (listing interest rate as 7.25 percent).
The Second Installment Contract stated, in the section marked " Remedies," that the PWM Defendants " may not accelerate payment or repossess any Property described in this Contract on account of late payment or non-payment of an installment if you make payment (together with any agreed late charge) within 10 days of the date on which the installment was due." Second Installment Contract at 50. Finally, the Second Installment Contract stated that " [t]he law of Virginia will govern this transaction. It is also governed by applicable federal law and regulations. In the event of a dispute, the exclusive forum, venue, and place of jurisdiction will be in Virginia, unless otherwise required by law." Id. There is no indication in the Second Installment Contract that the maintenance charges and trade-in mortgage costs incurred since the purchase of the yacht in November, 2009, were included in the amount financed under the Second Installment Contract. See id. at 48 (listing amount financed as $668,000); compare with First Installment Contract at 43 (listing amount financed as $692,246.00).
The plaintiff received an email from Defendant PWMS' business manager, Brandy Espinosa, on August 24, 2011, stating that " we need payment for the service work you have had done by next Wednesday ( $73,000). If you do not have the balance due you need to turn your yacht in to" the PWM Defendants' owner, Carlton Phillips (" Phillips" ). See Compl. ¶ 52; see also Compl. Ex. 10 at 97. The plaintiff attempted to secure a loan to pay the
balance but was unsuccessful. Compl. ¶ 53.
On September 16, 2011, the plaintiff received an e-mail message from a PWM representative noting that Defendant PWM had " picked up the boat and it is now back here (PWM)[; ] we will be putting it up for sale." Id. ¶ 56; see also Compl. Ex. 11 at 99. The plaintiff avers that no lien was filed on the yacht, nor was any attempt made " to otherwise comply with District of Columbia law governing repossession." Compl. ¶ 54-56. Three weeks later, the same PWM representative sent the plaintiff another email notifying him that he would need to " remove [his] personal belongings from the boat" which was being held at the PWM Defendants' place of business. Id. ¶ 59; see also Compl. Ex. 12 at 101. On October 15, 2011, the plaintiff received a notice by mail from the PWM Defendants stating " [t]his letter is to inform you and confirm verbal discussion about your 2008 Sea Ray 58DB #Y1591. This is formal notice that the boat has been taken for satisfaction of your debt to Prince William Marine Sales and we have put the boat up for sale. Once the boat is sold depending on the actual deal situation, we will work out the possibility of putting you into another smaller boat." Compl. Ex. 13 at 103. The plaintiff avers that he " could not understand what PWM was doing or had done and continued making payments on the [Second Installment Contract] for the yacht even after PWM had seized it." Compl. ¶ 63.
In April 2012, Defendant PWMS asked the plaintiff to execute a document labelled " Bill of Sale" for the yacht. Id. ¶ 64; see also Compl. Ex. 15 at 108-09. The plaintiff signed the document on April 20, 2012, although the plaintiff contends that " he thought he was required to do so but did not understand its purpose." Compl. ¶ 65. Two months later, the plaintiff met with Phillips and his secretary, Michelle Price, without a sign language interpreter, and was told that the yacht had been " sold." Id. ¶ ¶ 66-67. During this meeting, the plaintiff was informed that he would be receiving no money back from the " sale" because the yacht had depreciated in value-- from $1.4 million to between $700,000 and $800,000--while the plaintiff's debt to Defendant PWMS was " 825K." Id. ¶ ¶ 68-70. Notably, the plaintiff alleges that the PWM Defendants told him the boat had been " repossessed," despite the plaintiff having not missed a payment on the Second Installment Contract or on the maintenance fees. Id. ¶ 68-69. The plaintiff later learned that the yacht had been part of a " trade" with Defendant Fiorina and, for the purposes of that trade, the yacht had been valued at $1,280,000, not the $700,000-800,000 he had been informed the yacht was worth at the June meeting with the PWM Defendants. Id. at 72-74.
The plaintiff filed suit against the defendants in the Superior Court for the District of Columbia on April 17, 2013, stating ten causes of action including common law torts, violation of the District of Columbia Consumer Protection Procedures Act, breach of contract, fraud, and conspiracy. See Compl. ¶ ¶ 81-168. The defendants timely removed the action to this Court pursuant to 28 U.S.C. § § 1332, 1441, and 1446. See Not. of Removal at 1. On the date of removal, the defendants filed their motion to transfer this matter to the Eastern District of Virginia pursuant to the forum selection clause in the Second Installment Contract and their motions to dismiss for failure to state a claim upon which relief can be granted. See Defs.' Mot. Transfer; PWM Defs.' Mot. Dismiss; Def. Fiorina's Mot. Dismiss, generally.
In his opposition to Defendant Fiorina's Motion to Dismiss, (" Pl.'s ...