Raimbeault v. Accurate Machine & Tool, LLC

302 F.R.D. 675, 2014 WL 5795187, 2014 U.S. Dist. LEXIS 140318
CourtDistrict Court, S.D. Florida
DecidedOctober 2, 2014
DocketCase No. 14-CIV-20136
StatusPublished
Cited by23 cases

This text of 302 F.R.D. 675 (Raimbeault v. Accurate Machine & Tool, LLC) is published on Counsel Stack Legal Research, covering District Court, S.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Raimbeault v. Accurate Machine & Tool, LLC, 302 F.R.D. 675, 2014 WL 5795187, 2014 U.S. Dist. LEXIS 140318 (S.D. Fla. 2014).

Opinion

ORDER DENYING DEFENDANTS’ MOTION TO DISMISS

BETH BLOOM, District Judge.

THIS CAUSE came before the Court on Defendants Accurate Machine & Tool, LLC (“Accurate”) and Sunbelt Diversified Enterprises, LLC’s (“Sunbelt”, together with Accurate, the “Moving Defendants”) Motion to Dismiss Plaintiffs Sean Raimbeault and Lori-Ann Raimbeault’s (“Plaintiffs”) First Amended Complaint, ECF No. [45], for failure to join an indispensable party (the “Motion”, ECF No. [52]). The Court has reviewed the Motion, all supporting and opposing filings, considered the oral arguments at the September 29, 2014 hearing, the record in this case, and is otherwise fully advised in the premises. For the reasons set forth below, the Court denies the Motion.

I. PROCEDURAL BACKGROUND

Plaintiffs filed their original complaint on April 24, 2013 in the Circuit Court of Dor-chester County, South Carolina, captioned Raimbeault v. Accurate Machine & Tool, LLC, et al, Case No.2013-CP-18-76, asserting claims based on fraud, constructive fraud, unjust enrichment, violation of the South Carolina Unfair Trade Practices Act, S.C.Code § 39-5-10 et seq., and breach of contract. See ECF No. [1]. On June 21, 2013, Defendants Accurate and Sunbelt removed the action to the District Court for the District of South Carolina. Id. Accurate and Sunbelt then filed a motion to transfer venue to the Southern District of Florida on the basis of a choice of law and forum selection clause in an Asset Purchase Agreement (the “APA”) dated as of September 15, 2012, entered into between Plaintiffs and Accurate and subject of several of the claims asserted by Plaintiffs. See ECF No. [6]. After staying that motion pending resolution by the Supreme Court of Atlantic Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Tex., — U.S. -, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013), and following Plaintiffs’ consent to transfer venue in exchange for Defendants’ consent to amendment of the complaint, on January 13, 2014, the District Court for the District of South Carolina transferred the action to this Court. See ECF No. [15]. Plaintiffs filed their First Amended Complaint on June 18, 2014, through which they added 1848 Capital Partners LLC (“1848 [678]*678Capital”), James Tolzien, Joseph E. DaGrosa, Jr., David Neithardt, James Wilder and John Sicilian as Defendants. See ECF No. [45].

Plaintiffs assert the following claims in the First Amended Complaint: (i) civil conspiracy to commit fraud, against Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian; (ii) damages based on non-payment owed under a note, against Accurate; (iii) damages based on non-payment owed under a guarantee, against Sunbelt; (iv) alter ego, against 1848 Capital; (v) fraud, against Accurate, Sunbelt, 1848 Capital, Tol-zien, Wilder, DaGrosa, Neithardt and Sicilian; (vi) constructive fraud, against Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaG-rosa, Neithardt and Sicilian; (vii) unjust enrichment, against Accurate, Sunbelt and 1848 Capital; (viii) violation of the Florida Unfair and Deceptive Trade Practice Act, Fla. Stat. § 501.201 et seq. (“FUDTPA”), by Accurate, Sunbelt, 1848 Capital, Tolzien, Wilder, DaGrosa, Neithardt and Sicilian; and (ix) breach of contract as to a consulting agreement, against Accurate. See ECF No. [45].

Defendants filed the instant Motion to dismiss the First Amended Complaint pursuant to Fed.R.Civ.P. 12(b)(7), for failure to join an indispensable party as required by Fed. R.Civ.P. 19, or in the alternative, to join that party to this action. Plaintiffs timely responded, ECF No. [58] (the “Response”), and the Moving Defendants timely replied, ECF No. [64] (the “Reply”). In addition, the parties appeared before the Court for oral arguments on September 29, 2014. ECF No. [84],

II. RELEVANT FACTS AS ALLEGED

This suit arises from a transaction in September 2012 through which Plaintiffs sold business assets to Accurate. Plaintiffs allege that the Defendants together conspired to defraud Plaintiffs and obtain possession of those business assets. See Am. Compl. ¶ 18.

A. The Laurentec Transaction

WDCI, LLC f/k/a Laurentec, LLC (“Lau-rentec”) is a limited liability company organized and existing under the laws of the State of South Carolina. Id. ¶ 19. Plaintiffs, both citizens and residents of South Carolina, were the sole shareholders of Laurentec. Id. ¶ 20. Laurentec was engaged in the production, fabrication, machining, subcontracting and sale of industrial and military defense parts on a contract basis. Id. ¶ 21.

Accurate and Sunbelt are both Florida LLCs, with Accurate’s principal place of business in Raleigh, North Carolina, and Sunbelt’s in Miami, Florida. Id. ¶¶ 2-3. 1848 Capital, a Delaware LLC with its principal place of business in Miami, Florida, is an equity owner of, partner in, and creditor of Sunbelt and Accurate. Id. ¶¶ 5-6. The remaining Defendants are principals and/or officers of the corporate Defendants. Id. ¶¶ 10-15.

In July 2012, Sunbelt approached Plaintiffs regarding acquiring Laurentec on behalf of 1848 Capital. Id. ¶ 22. Sunbelt and Plaintiffs ultimately executed a Letter of Intent, ECF No. [45-1] (“Letter of Intent”), in August 2012 providing for the acquisition of Laurentec’s assets by Sunbelt for a purchase price of $2.1 million. Am. Compl. ¶ 27, 30; Ltr. of Intent at 2. That total consideration was to include a $700,000 cash component, a three-year $650,000 promissory note issued by Sunbelt (and containing specific payment provisions), and a commission arrangement giving Plaintiffs 5% of sales made to certain existing customers up to $750,000. Ltr. of Intent at 2. As inducement for Plaintiffs to accept deferred consideration, Plaintiffs would be provided a security interest in the purchased equipment expiring upon Plaintiffs’ collection of $1 million in total consideration. Id.

In September 2012, Sunbelt informed Plaintiffs that the proposed transaction would require the approval of Chatham Capital Management III, LLC (“Chatham”), whom Sunbelt described as Sunbelt and Accurate’s unrelated third-party senior lender. Am. Compl. ¶ 36. Sunbelt represented that Chatham and/or 1848 Capital refused to allow Plaintiff to retain a security interest in [679]*679Laurentec’s equipment. Id. ¶ 38. The transaction was modified to substitute Accurate as the purchaser, and Defendants convinced Plaintiffs to accept, in lieu of a security interest, an unconditional and irrevocable guarantee from Sunbelt. Id.

The Letter of Intent expired by its own terms on September 15, 2012. Am Comp. ¶ 40. To prove their good faith intent to move forward with the transaction, Accurate wired Plaintiffs $35,000 as a “no strings attached deposit” later in September 2012. Id. ¶¶ 40-41. On or about November 20, 2012, Accurate as buyer, Laurentee as seller and Plaintiffs as Laurentec’s shareholders executed the APA, pursuant to which significantly all of Laurentec’s assets were sold to Accurate. Id. ¶ 49; APA, ECF No. [45-2] at 1.

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302 F.R.D. 675, 2014 WL 5795187, 2014 U.S. Dist. LEXIS 140318, Counsel Stack Legal Research, https://law.counselstack.com/opinion/raimbeault-v-accurate-machine-tool-llc-flsd-2014.