Gregory W. Genovese, Jr. v. Kimberly A. Hansen and Michael R. Hansen, individually and on behalf of their marital community

• Court: District Court, W.D. Washington
• Decided: October 30, 2025
• Docket: 2:24-cv-01096
• Status: Unknown

Opinion

1 2 3

4 5 UNITED STATES DISTRICT COURT 6 WESTERN DISTRICT OF WASHINGTON AT TACOMA 7 GREGORY W. GENOVESE, JR., an Case No. 2:24-cv-01096-TMC 8 individual, ORDER DENYING THIRD-PARTY 9 Plaintiff, DEFENDANT USG REALTY CAPITAL, LLC’S MOTION FOR PARTIAL 10 v. SUMMARY JUDGMENT

11 KIMBERLY A. HANSEN and MICHAEL R. HANSEN, individually and on behalf of their 12 marital community,

13 Defendants.

KIMBERLY A. HANSEN, individually and 15 derivatively as a member of USG Realty Capital LLC, 16

Counterclaim Plaintiff, 17

v. 18

GREGORY W. GENOVESE, JR., an 19 individual,

20 Counterclaim Defendant.

21 22 23 24 1 KIMBERLY A. HANSEN, individually and derivatively as a member of USG Realty 2 Capital LLC,

3 Third-Party Plaintiffs,

4 v.

5 USG REALTY CAPITAL LLC, a Delaware limited liability company, 6 Third-Party Defendant. 7

8 I. INTRODUCTION 9 Before the Court is Third-Party Defendant USG Realty Capital, LLC’s (“USG”) motion 10 for partial summary judgment against Defendant and Third-Party Plaintiff Kimberly Hansen. 11 USG seeks a declaration that Hansen, who formed USG alongside Plaintiff Gregory Genovese, 12 Jr., ceased being a member of USG as of March 21, 2024. Dkt. 33 at 1. 13 The Court concludes that there is a genuine dispute of material fact regarding the date of 14 Hansen’s withdrawal from USG and therefore DENIES USG’s motion for partial summary 15 judgment. 16 II. BACKGROUND 17 A. Facts 18 Genovese and Hansen formed USG in 2020, with both parties as members and Genovese 19 as manager. Dkt. 33-3 ¶ 2; Dkt. 39 ¶¶ 3, 5. From September 2020 onward, Genovese held an 80 20 percent share in USG, and Hansen held a 20 percent share. Dkt. 33-3 ¶ 2; Dkt. 39 ¶ 6. Between 21 September 2020 and November 2021, Hansen paid $170,000 in initial capital contributions to the 22 company. Dkt. 39 ¶ 3. 23 24 1 In 2024, Genovese and Hansen began discussing the possibility of Genovese transferring 2 his entire interest in USG to Hansen. Dkt. 39 ¶¶ 7–9; Dkt. 38-1 at 2. The negotiations fell 3 through, and on March 12, 2024, Hansen emailed Genovese to inform him that she was

4 “withdrawing [her] term sheet to purchase USG” and to express her intent “to be completely 5 withdrawn from the company effective April 1, 2024.” Dkt. 39-1 at 3; Dkt. 39 ¶¶ 10–17; 6 Dkt. 33-3 ¶ 3. In the email, she requested that Genovese’s attorney send her a term sheet “with 7 [her] complete indemnification and release from liability.” Dkt. 39-1 at 3. 8 Genovese responded two days later, indicating that he “accept[ed] [Hansen’s] 9 resignation.” Dkt. 39-1 at 2. In subsequent communications, Hansen explained that her initial 10 email was not a resignation, and she reiterated her request for “full release from [her] interest in 11 USG including all liabilities.” Dkt. 39-2 at 2–3. On March 21, Genovese sent Hansen a letter 12 revoking her authority to act on behalf of USG or access company accounts. Dkt. 33-3 ¶ 3;

13 Dkt. 39 ¶ 20. On April 5, however, Genovese expressed to Hansen that “[n]ot working for USG 14 doesn’t dissolve you of your partnership interest or your duties to the partnership” but that he 15 was “more than willing to consider” Hansen’s removal from the company. Dkt. 38-3 at 2–3. 16 B. Procedural history On July 23, 2024, Genovese filed a complaint against Hansen and her husband, Michael 17 Hansen, alleging breach of contract, breach of fiduciary duty, and misuse of USG funds. Dkt. 1 18 ¶¶ 28–54. He further claimed that Hansen had failed to “contribute[] her share of funding of 19 USG’s obligations and liabilities.” Id. ¶ 50. He asserted that “Hansen continues to hold a 20 minority (20%) membership interest in USG.” Id. ¶ 27. 21 In September 2024, Hansen filed an answer denying the allegation that she continued to 22 hold a membership interest in USG. Dkt. 10 at 6 ¶ 27. She then brought counterclaims against 23 Genovese and third-party claims against USG. Id. at 18–25 ¶¶ 40–108. In relevant part, she 24 1 sought a declaration against both parties “that she ceased to be a member of USG no later than 2 March 21, 2024, when Genovese removed her from access to any USG accounts and records and 3 instructed her that she could not act on behalf of USG in any way.” Id. at 19 ¶¶ 45–47; 25 ¶ 3.

4 She also raised claims for promissory estoppel and injunctive relief against Genovese, based on 5 the premise that she had relinquished her membership interest in USG as of the date specified. 6 Id. at 21–23 ¶¶ 66–69, 76–90. 7 In October 2024, First Fed Bank (“First Fed”), which had issued a commercial line of 8 credit to USG, notified Hansen and Genovese that USG had defaulted on its line of credit and 9 that both Hansen and Genovese were guarantors for USG’s obligations to the bank.1 Dkt. 38-4 at 10 2–4. A few weeks later, Genovese’s attorney sent a letter to Hansen’s counsel demanding that 11 Hansen pay 50 percent of the balance owed to First Fed. Dkt. 38-6 at 2–3. The letter asserted that 12 Hansen and Genovese were “both responsible for this loan jointly and should honor their 13 contractual obligations, despite their respective claims against each other.” Id. at 2. In December, 14 First Fed sued USG, Hansen, and Genovese for repayment and replevin. Dkt. 38-5 at 2–7. 15 In March 2025, counsel for Genovese and USG sent a proposed stipulation and order to 16 Hansen, agreeing that her “withdrawal from USG on March 21, 2024, was effective for all 17 purposes, including the relinquishment of her membership interest.” Dkt. 33-2 ¶¶ 4–5. Hansen 18 refused to consent to the proposed stipulation and order. Id. ¶ 6. 19 On May 13, Genovese filed an amended complaint, in which he removed the allegation 20 that Hansen maintained a minority stake in USG. Dkt. 32. The same day, USG moved for partial 21 summary judgment against Hansen, requesting a declaration that Hansen ceased being a member 22 1 First Fed extended the line of credit to USG OZI, LLC, which is a separate entity from USG. 23 Dkt. 38-4 at 2; Dkt. 38-5 at 9. USG was named as a guarantor for all of USG OZI, LLC’s obligations to First Fed. Dkt. 38-4 at 2; Dkt. 38-5 at 11. Neither party addresses the distinction 24 between these two entities in the briefing. 1 of USG on March 21, 2024. Dkt. 33 at 2. In support of the motion, USG pointed to the 2 statements in Hansen’s pleadings disclaiming any ongoing membership interest in the company. 3 Id. at 3-4; Dkt. 33-2 ¶ 2; see Dkt. 10 at 6, 19, 21–23, 25.

4 Two weeks later, Hansen filed an amended answer, counterclaims, and third-party 5 complaint. Dkt. 36. In the amended pleading, she alleged that she had requested complete 6 indemnity and release of liabilities as consideration for her withdrawal from USG and 7 relinquishment of her membership interest. Id. at 20–21 ¶¶ 48–52; 23–25 ¶¶ 71–73, 80–94. She 8 then removed her prior counterclaim/third-party claim for declaratory relief, seeking instead a 9 declaration against both Genovese and USG “that she either remains a member of USG or, in the 10 alternative, that (i) Genovese/USG owe her complete indemnity for/release from all company 11 liabilities; and (ii) Genovese/USG must repay amounts Hansen contributed to [USG].” Id. at 21 12 ¶ 52. She also amended her claims for promissory estoppel and injunctive relief against

13 Genovese to reflect her changed factual allegations. Id. at 23–25 ¶¶ 71–73, 80–94. 14 III. LEGAL STANDARD “The court shall grant summary judgment if the movant shows that there is no genuine 15 dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. 16 Civ. P. 56(a). A dispute as to a material fact is genuine “if the evidence is such that a reasonable 17 jury could return a verdict for the nonmoving party.” Villiarimo v. Aloha Island Air, Inc., 281 18 F.3d 1054, 1061 (9th Cir. 2002) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 19 (1986)). The moving party has the initial burden of “‘showing’—that is, pointing out to the 20 district court—that there is an absence of evidence to support the nonmoving party’s case.” 21 Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986). If the moving party meets its initial burden, 22 the non-moving party must go beyond the pleadings and “set forth specific facts showing that 23 there is a genuine issue for trial.” Anderson, 477 U.S. at 248 (quoting First Nat’l Bank of Ariz. v. 24 1 Cities Serv. Co., 391 U.S. 253, 288 (1968)). In assessing a motion for summary judgment, the 2 Court must view the evidence presented “in the light most favorable to the non-moving party.” 3 Cascadia Wildlands v. U.S. Bureau of Land Mgmt., 153 F.4th 869, 892 (9th Cir. 2025) (quoting

4 Siino v. Foresters Life Ins. & Annuity Co., 133 F.4th 936, 943 (9th Cir. 2025)). 5 IV. DISCUSSION USG argues that the representations in Hansen’s original pleading preclude any material 6 factual dispute that she remained a member of USG after March 21, 2024. Dkt. 33 at 6–7; 7 Dkt. 44 at 4–5. It contends that her subsequent amended pleading does not create a genuine 8 dispute of material fact. Dkt. 44 at 4–5. 9 Hansen responds that her withdrawal as a member of USG was contingent on Genovese 10 and USG’s agreement to indemnify her, release her from USG liabilities, and repay the money 11 that she had contributed to the company. Dkt. 37 at 7–8. She asserts that she amended her factual 12 allegations and relief sought against Genovese and USG because she realized that they had not 13 agreed to meet those conditions. Id. at 8–9. 14 For the reasons set forth below, the Court concludes that the statements in Hansen’s 15 initial pleading are not binding, and Hansen has presented sufficient evidence to avoid summary 16 judgment. 17 18 A. The statements in Hansen’s initial pleading do not establish the date of her withdrawal from USG because those statements have since been amended. 19 In general, “[a] statement in a pleading can constitute a judicial admission, which has ‘the 20 effect of withdrawing a fact from issue and dispensing wholly with the need for proof of the 21 fact.’” Indem. Ins. Co. of N. Am. v. Expeditors Int’l of Wash., Inc., No. C15-2001JLR, 2016 WL 22 1430066, at *3 (W.D. Wash. Apr. 8, 2016) (quoting Am. Title Ins. Co. v. Lacelaw Corp., 861 23 F.2d 224, 226 (9th Cir. 1988)). However, “[w]hen a pleading is amended or withdrawn, the 24 1 superseded portion ceases to be a conclusive judicial admission.” Huey v. Honeywell, Inc., 82 2 F.3d 327, 333 (9th Cir. 1996) (quoting Kunglig Jarnvagsstyrelsen v. Dexter & Carpenter, 32 3 F.2d 195, 198 (2d Cir. 1929)). Such statements then become “competent evidence of the facts

4 stated, though controvertible, like any other extrajudicial admission made by a party or his 5 agent.” Id. (quoting Kunglig Jarnvagsstyrelsen, 32 F.2d at 198). And if “the party making an 6 ostensible judicial admission explains the error in a subsequent pleading or by amendment, the 7 trial court must accord the explanation due weight.” Sicor Ltd. v. Cetus Corp., 51 F.3d 848, 859– 8 60 (9th Cir. 1995). A party may make this explanation in an opposition to a motion for summary 9 judgment. Id. at 860. 10 Here, Hansen amended her original pleading to remove the assertion that she withdrew 11 from USG no later than March 21, 2024. Dkt. 36 at 20–21 ¶¶ 48–52; 23–25 ¶¶ 71–73, 80–94. In 12 the declaration accompanying her opposition brief, Hansen explains that when she filed her

13 initial answer, she mistakenly believed that Genovese and USG had agreed to indemnify her, 14 release her from company liabilities, and repay her monetary contributions to the company, and 15 she amended her pleading only after learning that was not the case. Dkt. 39 ¶¶ 24–27. Hansen 16 supports this explanation with email correspondence showing her repeated requests for 17 indemnity and release of liabilities. Dkt. 39-1 at 3; Dkt. 39-2 at 2–3. According due weight to 18 Hansen’s explanation, the Court declines to treat her since-amended statements as binding 19 judicial admissions. Instead, those assertions remain only as “competent evidence of the facts 20 stated.”2 21 22 2 USG relies on Kennedy v. Allied Mutual Insurance Co. for the Ninth Circuit’s “general rule . . . 23 that a party cannot create an issue of fact by an affidavit contradicting his prior deposition testimony.” 952 F.2d 262, 266 (9th Cir. 1991); see Dkt. 44 at 5. But that case specifically 24 concerned deposition testimony and has limited application here. Kennedy, 952 F.2d at 266–67. 1 B. There is a genuine dispute of material fact regarding whether Hansen withdrew from USG effective March 21, 2024. 2 To support its motion for summary judgment, USG points to the assertions in Hansen’s 3 initial pleading, which the Court treats as evidence of the facts stated. Dkt. 33 at 6–7; Dkt. 33-2 4 ¶ 2; Dkt. 33-3 ¶¶ 5–7; Dkt. 44 at 4–5. In opposition, Hansen submits emails demonstrating that 5 she asked for indemnification and release of liabilities when she initially expressed her intent to 6 withdraw from the company, as well as a communication from Genovese after March 21 7 suggesting that he believed she still had duties to the company at that time. Dkt. 39-1 at 3; 8 Dkt. 39-2 at 2–3; Dkt. 38-3 at 2–3. Hansen also submits evidence related to the First Fed lawsuit 9 showing that Genovese and USG had not agreed to indemnification and release of liabilities. 10 Dkt. 38-4 at 2–4; Dkt. 38-6 at 2–3; Dkt. 38-5 at 2–7. In addition, Hansen’s declaration asserts 11 that Genovese and USG do not intend to repay her for her contributions to the company. Dkt. 39 12 ¶ 26. 13 This evidence, when viewed in the light most favorable to Hansen, sets forth specific 14 facts demonstrating a genuine issue for trial. The court further notes that USG has also changed 15 its position on this issue over the course of the litigation, and USG’s own contradictory 16 statements support the conclusion that there is a genuine dispute of material fact. Huey, 82 F.3d 17 at 333 (concluding that admissions that were later amended created an issue of material fact); 18 Lawshe v. Amerus Life Ins. Co., 19 F. App’x 692, 693–95 (9th Cir. 2001) (concluding that a 19 genuine dispute of material fact existed where a declaration in support of summary judgment 20 contradicted an earlier statement in the party’s answer). Because there is a genuine issue of 21 material fact regarding the date of Hansen’s withdrawal from USG, and USG is not entitled to 22 judgment as a matter of law on this issue, the Court DENIES USG’s motion for partial summary 23 judgment. 24 l Vv. CONCLUSION Third-Party Defendant USG Realty Capital, LLC’s motion for partial summary judgment 3 is DENIED.

4 Dated this 30th day of October, 2025.

6 Tiffany. Cartwright United States District Judge 7 8 9 10 1] 12 13 14 15 16 17 18 19 20 21 22 23 24 ORDER DENYING THIRD-PARTY DEFENDANT USG REALTY CAPITAL, LLC’S MOTION FOR PARTIAL