Jesselson v. Outlet Associates of Williamsburg, Ltd. Partnership

784 F. Supp. 1223, 24 Fed. R. Serv. 3d 730, 1991 U.S. Dist. LEXIS 19420, 1991 WL 315217
CourtDistrict Court, E.D. Virginia
DecidedDecember 16, 1991
DocketCiv. A. 90-1-NN
StatusPublished
Cited by28 cases

This text of 784 F. Supp. 1223 (Jesselson v. Outlet Associates of Williamsburg, Ltd. Partnership) is published on Counsel Stack Legal Research, covering District Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jesselson v. Outlet Associates of Williamsburg, Ltd. Partnership, 784 F. Supp. 1223, 24 Fed. R. Serv. 3d 730, 1991 U.S. Dist. LEXIS 19420, 1991 WL 315217 (E.D. Va. 1991).

Opinion

AMENDED MEMORANDUM OPINION AND ORDER

CLARKE, District Judge.

Plaintiffs Ludwig Jesselson, Erica Jessel-son and Lucy Lang, Trustees of the Jessel-son 1983 Charitable Trust (“Trust” or “Plaintiffs”), pursuant to Rule 72 of the Federal Rules of Civil Procedure, object to the Recommendation of the Magistrate Judge that the ruling on Defendants’ Motion in Limine to exclude certain testimony and documents from evidence not be treated as dispositive. For the reasons set out more fully below, Plaintiffs’ Objections to the Recommendation of the Magistrate Judge are OVERRULED, and Plaintiffs’ Motion that the ruling on Defendants’ Motion in Limine be treated as dispositive is DENIED. Furthermore, the Court finds that the Magistrate’s ruling on the Motion in Limine is not clearly erroneous or contrary to law, and therefore is AFFIRMED.

FACTS

The Trust seeks to recover from the Defendants, Outlet Associates of Williams- *1226 burg, Limited Partnership (“Outlet Associates”) and Williamsburg Outlet Realty Corp. (“Williamsburg Corp.”), the proceeds of a loan allegedly made by the Trust to partially fund Outlet Associates’ acquisition of the Outlets Ltd. Mall (“Mall”) in Williamsburg, Virginia. In support of their claims, Plaintiffs proffered three contract documents: (1) a letter agreement dated November 4, 1988 to the Trust in care of Ludwig Jesselson from Lawrence Rezak, who, at the time these documents were executed, was the President and sole shareholder of Williamsburg Corp., which in turn was 99% owner and general partner of Outlet Associates (“Letter Agreement”); (2) a promissory note dated November 4, 1988, payable to the Trust in the amount of $715,000.00, and executed by Leibel Leder-man, a business associate (“Note”); and (3) a guarantee by Lawrence Rezak, also dated November 4, 1988, guaranteeing to the Trust payment of all amounts due from Leibel Lederman on the Note (“Guarantee”). These documents are referred to by the Plaintiffs as Proposed Joint Exhibits 10, 19 and 20, respectively.

Rezak intended to syndicate ownership of the Mall by the sale of limited partnership interests in the entity which ultimately purchased the Mall. Rezak’s ownership and control of both Defendants is not disputed, however, he signed the Letter Agreement and Guarantee in his individual capacity. Plaintiffs admit that Rezak and Lederman individually are obligated to repay the loan under the Letter Agreement, Guarantee and Note. However they also contend that the “principal source” of repayment was to be the proceeds or return of capital received by any Rezak-owned or controlled entity from syndication of the Mall. See Letter Agreement.

Defendant Outlet Associates purchased the Mall in November 1988. But instead of syndicating its ownership of the Mall, Outlet Associates sold the Mall outright, realizing a profit of $3 million. The Trust attached $1 million incident to this proceeding. The balance of the sales proceeds passed from the limited partnership to a liquidating trust.for Rezak and Lederman’s creditors, as they, as well as both Defendants, have filed petitions in bankruptcy.

Two days prior to the Final Pretrial Conference, the Defendants filed a Motion for Summary Judgment. The following day, the Defendants filed a Motion in Limine which incorporated Defendants’ Memorandum in Support of their Motion for Summary Judgment. The Motion in Limine sought the exclusion of Proposed Joint Exhibits 10, 19 and 20, as well as any related testimony, from evidence on the grounds that they were inadmissible under the parol evidence rule.

At the Final Pretrial Conference, Defendants’ Motion for Summary Judgment was denied as untimely filed. The District Court then referred all objections and the Motion and Limine to a Magistrate Judge for hearing and determination.

At a hearing held on August 26, 1991, the Magistrate Judge granted the Motion in Limine filed by the Defendants in general and specifically held that Proposed Joint Exhibits 10, 19 and 20, which the Trust contends evidenced the overall loan agreement and the Defendants’ repayment obligations, were inadmissible under the parol evidence rule. All testimony offered ■ to bind the Defendants to pay the Trust was also excluded on the same grounds. See Memorandum of Magistrate Judge's Hearing Held August 26, 1991, dated August 29, 1991, p. 1 (“Memorandum of Magistrate’s Hearing”). Plaintiffs then filed a motion asking that the Magistrate Judge find the granting of the Defendants’ Motion in Limine dispositive of a claim or claims of the Trust, pursuant to Federal Rule of Civil Procedure 72(b). In his Memorandum of Magistrate Judge’s Hearings and Report and Recommendation or Order (“Magistrate’s Recommendation or Order”), dated October 3, 1991, the Magistrate Judge recommended 1 to the District *1227 Court that the Motion to treat the ruling on the Motion in Limine as dispositive be denied. The Plaintiffs now seek review of the Magistrate’s Recommendation by this Court.

PROCEDURAL ISSUES

Federal Rule of Civil Procedure 72 provides for review by a district judge of the parties’ objections to a magistrate’s rulings on pretrial matters. However, the standard of review differs according to whether the magistrate’s decision was a dispositive one. Rule 72(a) 2 states:

A magistrate to whom a pretrial matter not dispositive of a claim or defense of a party is referred to hear and determine shall promptly conduct such proceedings as are required and when appropriate enter into the record a written order setting forth the disposition of the matter. The district judge to whom the case is assigned shall consider objections made by the parties ... and shall modify or set aside any portion of the magistrate’s order found to be clearly erroneous or contrary to law. (emphasis added).
Rule 72(b) reads:
A magistrate assigned without consent of the parties to hear a pretrial matter dispositive of a claim or defense of a party ... shall promptly conduct such proceedings as are required____ The magistrate shall enter into the record a recommendation for disposition of the matter, including proposed findings of fact when appropriate____
____Within 10 days after being served with a copy of the recommended disposition, a party may serve and file specific, written objections to the proposed findings and recommendations____ The district judge to whom the case is assigned shall make a de novo determination upon the record, or after additional evidence, of any portion of the magistrate’s disposition to which specific written objection has been made in accordance with this rule.

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Bluebook (online)
784 F. Supp. 1223, 24 Fed. R. Serv. 3d 730, 1991 U.S. Dist. LEXIS 19420, 1991 WL 315217, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jesselson-v-outlet-associates-of-williamsburg-ltd-partnership-vaed-1991.