BHPH Capital LLC v. JV Wholesalers LLC

District Court, D. Arizona·Decided September 12, 2023·No. 2:22-cv-00143·Unknown

Opinion

1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA

9 BHPH Capital LLC, No. CV-22-00143-PHX-DJH

10 Plaintiff, ORDER

11 v.

12 JV Wholesalers LLC, et al.,

13 Defendants. 14 15 Plaintiff BHPH Capital LLC (“BHPH”) has filed a Motion to Dismiss under Federal 16 Rule of Civil Procedure 12(b)(6) (Doc. 69) with respect to Defendant/Counterclaimant 17 Victor Breen’s (“Mr. Breen”) Counterclaims (Doc. 30). The Motion is unopposed, and the 18 time to file a response has passed. See LRCiv 7.2(c). The Court must decide whether Mr. 19 Breen’s bankruptcy stay affects his counterclaims filed against BHPH. It does not. For 20 the following reasons, the Court will grant the BHPH’s Motion to Dismiss, but allow Mr. 21 Breen leave to amend his Counterclaims. 22 I. Background 23 This case arises out of a complaint for breach of contract. BHPH is a lender that 24 offers business lines of credit for Buy-Here-Pay-Here auto dealerships and/or their related 25 finance companies. (Doc. 1 at ¶ 11). On or about September 8, 2020, Defendant JV 26 Wholesalers (“JVW”) entered into a revolving line of credit arrangement with BHPH under 27 which JVW could borrow up to $1.5 million. (Id. at ¶ 12). JVW borrowed funds from 28 BHPH, securing those funds with loan agreements between JVW and individuals who 1 purchased vehicles from JVW. Mr. Breen was one of the parties to the loan agreements. 2 (Id. at ¶ 13). 3 A. BHPH’s Complaint 4 On January 26, 2022, BHPH filed a Complaint against Mr. Breen for breach of 5 contract, breach of duty of good faith and fair dealing, fraud, misrepresentation, civil 6 conspiracy, and violations of the Civil Racketeer Influenced and Corrupt Organizations 7 (RICO) Act, A.R.S. § 13-2314.04 et seq. (Doc. 1). On June 10, 2022, Mr. Breen, in his 8 individual capacity, filed an Answer and Counterclaims against BHPH. (Doc. 30). On 9 June 24, 2022, BHPH filed a motion to strike Mr. Breen’s Answer and Counterclaims. 10 (Doc. 33). 11 On September 29, 2022, Mr. Breen filed a petition for voluntary bankruptcy in 12 New Jersey, and BHPH filed a Notice of Bankruptcy Case Filing on October 20, 2022. 13 (Doc. 64). The Notice of Bankruptcy Case Filing contains a provision stating that BHPH 14 will not take further action against Mr. Breen unless the automatic stay is lifted or 15 terminated. (Id. at 2). On January 19, 2023, the Court denied BHPH’s Motion to Strike 16 Mr. Breen’s Counterclaims as moot, because Mr. Breen’s bankruptcy filing stayed BHPH’s 17 cause of action against him. (Doc. 65). 18 On February 2, 2023, BHPH filed a Motion to Dismiss Mr. Breen’s Counterclaims. 19 (Doc. 69). BHPH argues that Mr. Breen’s bankruptcy filing stayed BHPH’s claims against 20 Mr. Breen but did not stay the Counterclaim filed by Mr. Breen against BHPH. 21 B. Mr. Breen’s Counterclaims 22 Mr. Breen appears to allege two Counterclaims against BHPH: 23 • Counterclaim one is for breach of contract.1 • Counterclaim two alleges fraudulent conduct and punitive damages in the 24 amount of $1,000,000.2 25 26 1 Paragraphs four, five, six, and nine all appear to allege breach of contract, which the Court 27 will incorporate under one general counterclaim. (Doc. 30 at 2.)

28 2 Paragraphs eight and ten appear to allege fraudulent conduct and punitive damages, which the Court will incorporate under one general counterclaim. (Doc. 30 at 2). 1 (Doc. 30 at 2). BHPH seeks to dismiss these Counterclaims under Rule 12(b)(6).3 2 (Doc. 69 at 2). 3 II. Legal Standards 4 A. Rule 12(b)(6) Standards 5 A motion to dismiss under Rule 12(b)(6) tests the legal sufficiency of a claim. 6 Cook v. Brewer, 637 F.3d 1002, 1004 (9th Cir. 2011). Complaints must include a short 7 and plain statement showing that the pleader is entitled to relief for its claims. 8 Fed. R. Civ. P. 8(a)(2). This standard does not require “‘detailed factual allegations,’ but 9 it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” 10 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 11 544, 555 (2007)). Additionally, there must be “more than a sheer possibility that a 12 defendant has acted unlawfully.” Id. While courts do not generally require “heightened 13 fact pleading of specifics,” a plaintiff must allege facts sufficient to “raise a right to relief 14 above the speculative level.” Twombly, 550 U.S. at 555. A complaint must “state a claim 15 to relief that is plausible on its face.” Id. at 570. “A claim has facial plausibility when the 16 plaintiff pleads factual content that allows the court to draw the reasonable inference that 17 the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678. In addition, 18 “[d]etermining whether a complaint states a plausible claim for relief will . . . be a context- 19 specific task that requires the reviewing court to draw on its judicial experience and 20 common sense.” Id. at 679. 21 Dismissal of a complaint for failure to state a claim may be based on either the “lack 22 of a cognizable legal theory or the absence of sufficient facts alleged under a cognizable 23 legal theory.” Balistreri v. Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 1990). In 24 reviewing a motion to dismiss, courts will “accept factual allegations in the complaint as 25 true and construe the pleadings in the light most favorable to the nonmoving party.” 26 Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). But 27 courts are not required “to accept as true a legal conclusion couched as a factual allegation.”

28 3 Unless where otherwise noted, all Rule references are to the Federal Rules of Civil Procedure. 1 Twombly, 550 U.S. at 555 (quoting Papasan v. Allain, 478 U.S. 265, 286 (1986)). 2 B. Rule 9(b) 3 The federal rules set a heightened pleading standard for allegations of fraud. 4 Rule 9(b) requires that “In alleging fraud . . . a party must state with particularity the 5 circumstances constituting fraud or mistake. Malice, intent, knowledge, and other 6 conditions of a person’s mind may be alleged generally.” Fed. R. Civ. P. 9(b). Further, 7 Rule 9(b) requires that “[a]verments of fraud must be accompanied by the who, what, 8 when, where, and how of the misconduct charged.” Vess v. Ciba-Geigy Corp. USA, 317 9 F.3d 1097, 1106 (9th Cir. 2003) (quotations and citation omitted); Cooper v. Pickett, 137 10 F.3d 616, 627 (9th Cir. 1997). Ordinarily, Rule 9(b)’s heightened pleading standard applies 11 only to averments of fraud; “[t]he rule does not require that allegations supporting a claim 12 be stated with particularity when those allegations describe non-fraudulent conduct.” Vess, 13 317 F.3d at 1104. But “[i]n some cases, the plaintiff may allege a unified course of 14 fraudulent conduct and rely entirely on that course of conduct as the basis of a claim. In 15 that event, the claim is said to be ‘grounded in fraud’ or to ‘sound in fraud,’ and the pleading 16 of that claim as a whole must satisfy the particularity requirement of Rule 9(b).” Id. at 17 1103-04.

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