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Vila v. Inter-American Inv. Corp.

United States District Court, D. Columbia.

March 16, 2015

JORGE VILA, Plaintiff,

For JORGE VILA, Plaintiff: F. Douglas Hartnett, LEAD ATTORNEY, ELITOK & HARTNETT AT LAW, PLLC, Washington, DC.

For INTER-AMERICAN INVESTMENT CORPORATION, Defendant: Jonathan Louis Stern, Nancy L. Perkins, LEAD ATTORNEYS, Joshua M. Davis, ARNOLD & PORTER LLP, Washington, DC.


REGGIE B. WALTON, United States District Judge.

The plaintiff in this civil matter asserts a claim of unjust enrichment against the defendant because the defendant allegedly " failed to compensate him for consulting services delivered to [the] [d]efendant." [1] Amended Complaint for Damages (" Am. Compl." ) ¶ 5. Currently before the Court is the Defendant's Motion for Summary Judgment (" Def.'s Mot." ) on this claim. After careful consideration of the parties' submissions, the Court concludes for the following reasons that it must deny the defendant's motion.[2]


The defendant is an " international organization whose mission is to promote economic development in Latin America and the Caribbean with a focus on small and medium-sized businesses in those regions." Def.'s Facts ¶ 1; see also Pl.'s Facts ¶ 1. One method by which the defendant " achieves this mission" is by coordinating business loans through the use of third-party co-financing, commonly referred to as " A-B loans." Def.'s Facts ¶ 2; see also Pl.'s Facts ¶ 2. " An A-B loan has two components: the A-loan is a direct loan from the [defendant] to the borrower, and the B-loan is an individual or syndicated loan funded by financial institutions." Def.'s Facts ¶ 3; see also Pl.'s Facts ¶ 3.

In 2001 and 2002, the defendant retained the plaintiff as an independent consultant. Def.'s Facts ¶ 5; see also Pl.'s Facts ¶ 5. In this capacity, the plaintiff " assisted the [defendant] in arranging A-B loans, including by identifying potential B-loan lenders and encouraging them to participate in A-B loans with the [defendant]." Def.'s Facts ¶ 6; see also Pl.'s Facts ¶ 6. According to the plaintiff, he was also responsible for " reporting on market conditions in co-financing activities, evaluating the structure of new [defendant] co-financing transactions, present[ing] to the [defendant] possible co-financing transactions, and assist[ing] in obtaining regulatory approvals for [the defendant's] activities in non-borrowing member countries." Pl.'s Facts ¶ 6.

According to the defendant, the plaintiff conducted these services pursuant to three written agreements, all of which " provided for compensation based on a 'success fee'--a contingency fee awarded to [the plaintiff] if the A-B loan he was working towards was successful." Def.'s Facts ¶ 7. The second of the three contracts also " provided for . . . a monthly retainer in the amount of $4,000 per month . . ., in addition to the possibility of a success fee." Id. ¶ 8. The plaintiff earned this monthly retainer for ten of the nineteen months of his tenure with the defendant, " representing 53% of the total time." Pl.'s Facts ¶ 7.

According to the plaintiff, " [i]n 2003, [the] [d]efendant again requested [the] [p]laintiff to provide his services." Pl.'s Opp'n at 9; see also Def.'s Mem. at 4. The defendant contends that the scope of this new request was for the plaintiff's " assistance in connection with two potential . . . co-financing projects: one for Banco Safra (a Brazilian bank) and one for Sunset Beach Resorts (a Jamaican resort)." Def.'s Mem. at 4-5 (citation omitted). With respect to the proposed A-B loan for Banco Safra, the plaintiff asserts that he worked to " obtain[] a mandate from Banco Safra . . ., arrange[d] a syndicated credit facility for Banco Safra, identif[ied] potential participants, negotiate[ed] terms and conditions with Banco Safra and potential participants, and . . . draft[ed], review[ed,] and distribute[d] relevant confidential documentation." Pl.'s Opp'n at 12-13. While the defendant " signed an A-B Loan agreement" with Banco Safra, " no B-loan participation agreements were signed by any B-loan lenders" and thus, the defendant asserts that this project was not successful. Def.'s Mem. at 6.

With respect to the loan for Sunset Beach, the plaintiff claims that he " identified a co-financier for a . . . loan . . ., negotiate[ed] terms and conditions with the co-financier and [a] Sunset Beach sponsor[,] and . . . draft[ed], review[ed,] and distribute[d] relevant confidential documentation." Pl.'s Opp'n at 13. According to the defendant, these efforts were also unsuccessful because the plaintiff " identified only one potential lender (Scotiabank Toronto)[,] which indicated it would be willing to provide only 'parallel financing,' 'NOT . . . a B Loan." Def.'s Mem. at 6 (citation omitted). " In other words, the potential lender considered providing direct financing to Sunset Beach alongside a direct loan from the [defendant], not as part of an A-B loan." Id. The plaintiff notes, however, that he informed the defendant of the lender's intentions to provide direct financing in April 2003, and the defendant's " officers did not raise any objections." Pl.'s Facts ¶ 16. The plaintiff " continued to work actively with [the defendant's] officers on Sunset Beach until" the defendant approved parallel financing in July 2003. Id.[3]

In addition to these efforts, the defendant requested the plaintiff's services beyond the identification of potential B-Lenders during the period of time under which the parties operated without a formal written agreement. See Pl.'s Opp'n at 9. First, the plaintiff assisted in the administration of a ratified A-B Loan for Invertec Pesquera Mar de Chiloe, S.A. (" Invertec" ). Def.'s Mem. at 7. Following the defendant's disbursement of the A-loan to Invertec, but prior to the third-party financier's disbursement of the B-loans, Invertec fell out of " compliance with certain financial ratios it was required to maintain under the A-B Loan." Id. In an attempt to preserve the B-loan financing, the defendant asked the plaintiff to seek waivers from the third-party financiers. Id. The defendant characterizes these efforts as unsuccessful because " both of the B loan lenders rejected the waiver request." Id. The defendant also asked the plaintiff to prepare a " basic description of the [A-B Loan] program" that it could provide to potential A-B Loan customers. See id. at 7-8. The defendant contends that this summary " played no role whatsoever in any A-B loans approved by the [defendant]," id. at 8, but the plaintiff argues that the summary was used for " marketing [the] [d]efendant's A-B Loan program in Brazil," Pl.'s Opp'n at 9.

For the purposes of its motion, the defendant acknowledges the plaintiff's allegations that " no specific compensation structure was discussed" between the parties, but that the defendant informed the plaintiff that he would be " compensated on the same basis as [his] prior contractual arrangements." Def.'s Mem. at 5 (citation and internal quotation marks omitted).[4] According to the plaintiff, Victor Moscoso, an employee of the defendant, " described the 'same basis' of compensation as 'a combination of a success fee and a monthly retainer, calculated according to the type of services required and the success achieved.'" Id. at 4-5 (citations omitted); see also Pl.'s Opp'n at 12. The plaintiff further contends that these verbal conversations " did not define 'success,' nor did they specify that [the] [p]laintiff would be compensated only if [the] [p]laintiff identified B-loan lenders and B[-]loans were disbursed." Pl.'s Opp'n at 12.

The defendant declined to compensate the plaintiff for his services, see Def.'s Mem. at 2 (" [the plaintiff] allegedly performed services related to the [defendant's] projects and was not paid to do so" ), and the plaintiff brought this action asserting a common law claim of unjust enrichment against the defendant. Am. Compl. ΒΆ 5. ...

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