Autumn Nails, LLC v. CP Westbook, LLC

CourtSuperior Court of Maine
DecidedAugust 22, 2022
DocketCUMcv-20-529
StatusUnpublished

This text of Autumn Nails, LLC v. CP Westbook, LLC (Autumn Nails, LLC v. CP Westbook, LLC) is published on Counsel Stack Legal Research, covering Superior Court of Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Autumn Nails, LLC v. CP Westbook, LLC, (Me. Super. Ct. 2022).

Opinion

STATE OF MAINE SUPERIOR COURT CUMBERLAND, ss. CIVIL ACTION Docket No. CV-2020-529 ) AUTUMN NAILS, LLC, ) ) Plaintiff, ) ) V. ) ) CP WESTBROOK, LLC, ) ORDER ON THIRD-PARTY ) DEFENDANT TIMOTHY HILTZ'S Defendant/Third­ ) MOTION FOR SUMMARY Party Plaintiff, ) JUDGMENT ) v. ) ) TIMOTHY HILTZ, ) ) Third-Party Defendant. )

Before the Court is Third-Party Defendant Timothy Hiltz's ("Hiltz") Motion for

Summary Judgment. Third-Party Plaintiff CP Westbrook, LLC ("CP") opposes the

motion. For the following reasons, the Court grants the motion and enters summary

judgment in favor of Hiltz on CP's Third-Party Complaint.

I. Facts

The following is drawn from each of the parties' statements of material facts and

responses to the statements of material facts. 1

The subject premises is located at 64 Auburn Street ("the Property"). (Hiltz's

S.M.F. 'lI 1.) Among other structures, the Property includes a two-story building with

1 The Court notes that Hiltz included numerous facts that are irrelevant to the single count of tortious interference with a contract at issue in this motion. Additionally, Hiltz frequently provided incorrect citations to the record in his statement of material facts, which were corrected only in his reply. The Court takes this opportunity to remind counsel and the parties that M.R. Civ. P. 56(h)(l) requires a "short[] and concise" statement, and that"strict adherence to [M.R. Civ. P. 56's] requirements is necessary to ensure that the process is both predictable and just." Cach, LLC v. Kulas, 2011 ME 70, 'I[ 12, 21 A.3d 1015 (quoting Deutsche Bank Nat'l Tr. Co. v. Raggiani, 2009 ME 120, 'I[ 7, 985 A.2d 1).

Page 1 of 10 nearly two thousand square feet of retail space on its first floor ("the Rental Space").

(Hiltz's S.M.F. 'l[ 14.)

CP is a Maine-based company formed and managed by Samuel Eakin ("Eakin").

(Hiltz's S.M.F. 'l[ 4.) CP operates as a "leasing conduit" for the Property. (Hiltz's S.M.F. 'l[

4; CP's Resp. to Hiltz's S.M.F. 'l[ 4.)

Anndavy Sim ("Sim") is the sole owner and manager of Plaintiff Autumn Nails,

LLC ("Autumn Nails"). (Hiltz's S.M.F. 'l[ 29.) Sim is a Cambodian immigrant. (Hiltz's

S.M.F. 'l[ 20.) She speaks Cambodian as her first language and has some difficulty

understanding English. (Hiltz's S.M.F. 'l[ 21.) Sim acquired her salon business in 2017.

(Hiltz's S.M.F. 'l[ 22.)

Hiltz and his wife were longtime customers of Autumn Nails. (Hiltz's S.M.F. 'l[ 23.)

Hiltz had experience starting and selling companies. (Hiltz's S.M.F. 'l[ 25.) Sim turned to

Hiltz to assist her in opening her salon, filling out business documents, and teaching her

about fundamental business and record keeping practices. (Hiltz's S.M.F. 'l[ 28.) Hiltz did

not loan money to Sim, apart from two personal loans for purchasing a used car. (Hiltz's

S.M.F. 'l['l[ 106, 121.)

In the late summer of 2018, Eakin listed the Rental Space with a broker on behalf

of CP. (Hiltz's S.M.F. 'l[ 29.) In late 2018, Autumn Nails, with the assistance of a broker,

began searching for a space for its business. (Hiltz's S.M.F. 'l[ 18.) With the assistance of

Attorney Stephen Bither, then-counsel for Autumn Nails, Sim entered into a five-year,

triple net lease for the Rental Space on behalf of Autumn Nails. (Hiltz's S.M.F. 'l[ 33.)

Hiltz first met Eakin when he was "checking out" the Rental Space for Sim. (Hiltz's

S.M.F. 'l[ 30.) Hiltz provided Eakin with some background information about Autumn

Nails. (Hiltz's S.M.F. 'l[ 31.) Eakin learned that Hiltz was acting as a friend to Sim and did

not represent Autumn Nails. (Hiltz's S.M.F. 'l[ 32.)

Page 2 of 10 Hiltz and Eakin continued to cross paths thereafter. (Hiltz's S.M.F. 'l[ 34.) Hiltz and

Eakin would meet over lunch to discuss general topics. (Hiltz's S.M.F. 'l[ 34.) Although

the purpose of the meetings was not to discuss Autumn Nails, they would sometimes

discuss the salon's operations. (Hiltz's S.M.F. 'l[ 34; CP's Resp. to Hiltz's S.M.F. 'l[ 34.) At

some point, Hiltz told Eakin that he loaned $30,000 to Autumn Nails, but this statement

was false. (CP's S.M.F. 'l[ 1.)

Eakin viewed Hiltz as a conduit to communicate Eakin's concerns about Sim's

operation of Autumn Nails. (Hiltz's S.M.F. 'l[ 35.) On several occasions, Eakin emailed

Hiltz about his concerns regarding the salon's business model. (Hiltz' s S.M.F. 'l['l[ 40, 45,

48, 57-61.) Eakin never thought Hiltz had the authority to make changes to how Autumn

Nails conducted its business. (Hiltz's S.M.F. 'l[ 36.)

In Eakin's experience, Hiltz was a "bully." (Hiltz's S.M.F. 'l[ 94.) When Hiltz and

Eakin encountered each other in a parking lot around Thanksgiving 2019, Hiltz told Eakin

that he was going to sue Eakin. (Hiltz's S.M.F. 'l['l[ 97, 99.) Hiltz believed that Eakin was

stealing electricity from Autumn Nails and abusing Sim. (Hiltz's S.M.F. 'l[ 98.)

On December 27, 2019, Eakin issued a Notice of Default and Termination letter

("Notice Letter") to Autumn Nails on behalf of CP after its rent check for December

bounced. (Hiltz's S.M.F. 'l['l[ 56-62.) The Notice Letter stated that the lease was terminated,

and that unless a new lease was formalized, Autumn Nails must vacate the Property

within thirty days. (Hiltz's S.M.F. 'l[ 63.) The Notice Letter set forth seven terms to be

included in a new lease and set a deadline to execute a new lease of January 12. (Hiltz's

S.M.F. 'l['l[ 65, 66.)

On January 6, 2020, a meeting was convened between Eakin and Sim, along with

Attorney Bither and an interpreter, at the salon. (Hiltz's S.M.F. 'l[ 77.) The parties

discussed a construction plan to refit the Rental Space. (Hiltz's S.M.F. 'l[ 79.) At the

Page 3 of 10 conclusion of the meeting, Eakin believed the parties reached a binding agreement

regarding the lease. (Hiltz's S.M.F. '[ 80.) Sim believed that she agreed to a reduction in

rent, but she wanted time to fully understand the proposal and discuss with Hiltz before

agreeing to other terms. (Hiltz's S.M.F. '[ 76.)

After the meeting, the next step was for Attorney Bither, representing Autumn

Nails, to write up "something that sort of identified the issues or points of agreement."

(CP's S.M.F. '[ 17; Hiltz's Resp. to CP's S.M.F. '[ 17.) Attorney Bither's understanding was

that Eakin was responsible for drafting the modified lease because he was the landlord.

(Hiltz's S.M.F. '['[ 89-90.) Attorney Bither began drafting the parameters of the agreement,

but he did not finish the draft. (CP's S.M.F. '[ 18.)

In the weeks following the January 6th meeting, Hiltz and Attorney Bither had a

phone conversation during which they discussed a range of topics relating to Autumn

Nails, including Attorney Bither's account of the earlier meeting.2 (Hiltz's S.M.F. '[ 84.)

Hiltz told Attorney Bither that he disagreed with the terms of the modification. (CP's

S.M.F. '[ 10.) Hiltz expressed concerns about the timing of construction for refitting the

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