Salvaggio v. JCS 2, LLC.

CourtSuperior Court of Maine
DecidedAugust 20, 2014
DocketCUMcv-12-392
StatusUnpublished

This text of Salvaggio v. JCS 2, LLC. (Salvaggio v. JCS 2, 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
Salvaggio v. JCS 2, LLC., (Me. Super. Ct. 2014).

Opinion

i EN TERED AUG 2 9 2014 I ~c.'

STATE OF MAINE SUPERlOR COURT CUMBERLAND, ss CIVIL ACTION DOCKET NO. CV-12-392

PAULA R. SALVAGGIO d/b/a, JAAAMM'S ASSOCIATES, uftM~-GUV!- en-J.o14- Plaintiff ORDER ON MOTION FOR v. SUMMARY ruDGMENT

JCS 2, LLC, Defendant ·AUG 2 o 2G'a4

This matter is before the Court on Defendant's motion for summary judgment on

all counts of the complaint. Defendant filed the motion on September 11, 2013. After

the court conducted on July 16, 2013 a Ru1e 26(g) discovery conference and ordered

plaintiffto produce all financial information requested in discovery, Plaintiff filed on

August 30, 2013 a motion to dismiss without prejudice. That motion was based on

Michael Salvaggio Jr.'s (Michael Jr.) unavailability to sort out the business records in

order to produce then to defendant. On October 25, 2013, the court denied plaintiffs

motion but gave plaintiff until November 22, 2013 to respond to the motion for summary

judgment. Plaintiff filed an opposition to defendant's motion for summary judgment on

November 22, 2013. Defendant filed its reply and the motion was argued before the

court on January 2, 2014.

FACTUALANDPROCEDURALBACKGROUND

The following facts are not controverted, unless the court indicates otherwise.

Many of defendant's statements of material fact were deemed admitted because plaintiff

failed to properly qualify or deny the statement. The genesis of this action was the foreclosure of real property located at 29

School Street in Gorham, Maine (29 School Street) that was formerly owned by Bedford

Falls Associates, LLC. (SMF ~ 1.) Bedford Falls Associates, LLC, (Bedford Falls) is

now a dissolved LLC with Michael Salvaggio (Michael Sr.) as the prior owner. 1 (SMF ~

2.) The plaintiff Paula Salvaggio (Paula) is Michael's wife. (SMF ~ 3.) Michael Jr. is

their son.

Paula Salvaggio is the sole member of JAAAMM'S Associates, LLC.

(JAAAMM'S) (SMF ~ 4.) JAAAMM'S was a property management company set up by

Paula and Michael Salvaggio without the assistance of a lawyer about August 5, 2009.

(SMF ~ 5.) JAAAMM'S was set up to run multiple businesses out of the 29 School

Street, a former church, including a short-lived church performing arts center, the Bella

Chiesa Banquet Center, and a Sons ofltaly Lodge. (SMF ~ 6.) All of these businesses

were established in order to have functions, weddings, and anything else where people

needed space. (SMF ~ 7.) Paula initially capitalized JAAAMM'S with her own personal

funds. (SMF ~ 8.) Paula was the only person with authority to sign checks on behalf of

JAAAMM'S bank, Town and Country Federal Credit Union. (SMF ~ 9.)

The church performing arts center, Bella Chiesa Banquet Center, and Sons of

Italy Lodge were rurJ and managed by Michael Jr. with the assistance of Michael Sr.

(SMF ~ 10.) Michael Jr. had no ownership interest in JAAAMM's, could not sign

checks, is not a member, and had no personal money at stake in the business. (SMF ~

11.)

1 See Jim's Plumbing & Heating, Inc. v. Home Loan Investment Bank & Michael Salvaggio, 2012 ME 124,55 A. 3d 419 and the Superior Court decision Jim's Plumbing

2 About March 3, 2011, Paula on behalf of JAAAMM'S signed a lease to rent a

portion of the premises at 29 School Street from Bedford Falls for a term of ten years and

with a base rent payment of$1,500 per month. (SMF ~ 12.) The business location listed

for JAAAMM'S was the home of Paula and Michael Salvaggio in Falmouth, Maine.

(SMF ~ 13.)

On May 24, 2012, 29 School Street was sold at a foreclosure auction sale. (SMF~

14.) Jonathan Smith (Smith), the managing partner of JCS 2, LLC (JCS2) was the

successful bidder at the auction. (SMF ~ 15.) JCS 2 was set up to hold and manage 29

School Street. (SMF ~ 16.)

On the day of the auction, Michael Sr. called Smith to ask "what about my brides"

and other scheduled events. The day after the foreclosure sale, Smith met with Michael

and Michael Jr. to discuss among other things that an event center was being run out of

the recently purchased 29 School Street. (SMF ~ 17.) At no point during the meeting

between Smith, Michael, and Michael Jr. did Smith state that Michael and Michael Jr.

would need to vacate the premises. (SMF ~ 18.) 2

JCS 2 closed on the purchase of29 School Street on July 9, 2012. (SMF ~ 19.)

On July 11,2012, Attorney John Sawyer ofthe law firm Sawyer, Sawyer & Minot, P.A.,

as attorney for JCS 2, wrote a "notice to immediately quit and surrender" 29 School

Street premises to JAAAMM's. (SMF ~ 20.) Attorney Sawyer did not follow the

mandates of Maine's forcible entry and detainer statute. (ld.) Within a couple of days

after the time of the notice to quit and surrender the premises was delivered to

JAAAMM's, it was also given a new set of keys to the building because the locks were

Although plaintiff qualifies her response to SMF ~ 18, she does not controvert the 2

statement of material fact so it is deemed admitted.

3 changed following the foreclosure sale closing. (SMF, 21.) Arrangements were made

to allow the tenants of the former foreclosed upon entity to continue to have access to the

property. JCS 2 consented to the continued occupation by its tenants despite the

provision of the notice to quit and surrender the premises. (SMF, 22.)

Following the notice to quit and surrender, Michael Sr. contacted Smith to discuss

an upcoming birthday party that was booked at JAAAMM's leased premises at 29 School

Street. (SMF, 23.) Smith stated to Michael that the booked event could be held and

Smith was willing to work out any difficulties. (SMF, 24.) At the same time, Michael

discussed the events that were to take place or were planned for 29 School Street. 3

JAAAMM's and the Salvaggios were given the opportunity to lease the space at

29 School Street that they were occupying before the foreclosure sale. (SMF, 26.)

Smith met with Michael Sr. on July 24, 2012, and at this meeting, Michael, on behalf of

JAAAMM's told Smith that although he was very interested in entering a new lease, he

would not be able to lease the premises due to the fact that he could not afford the rent.

(SMF, 27l At this meeting, Michael also gave to Smith a list of property he intended

to take out of the leased premises or sell to JCS 2. (SMF, 28.) On the next day, July 25,

2012, Smith had the locks changed because there were items on the list Smith did not

think Michael or JAAAMM's were entitled to take. (SMF, 29.) JCS 2 and Smith made

the premises available to JAAAMM's and the Salvaggios after changing the locks

provided they went through Smith to retrieve their items, but it took months for the

3 Although plaintiff qualifies or denies SMF, 25, she does not properly deny it because her response does not directly controvert the statement and as such SMF , 25 is deemed admitted. Notwithstanding this, the court has treated the information contained in plaintiffs response true for the purposes of the motion for summary judgment. Plaintiffs qualification does not controvert this statement of material fact; therefore, the statement is deemed admitted.

4 JAAAMM's or the Salvaggios to remove the items. 5 (SMF, 30.) The parties disagree

about why it took so long to remove plaintiff's property; however, this dispute does not

involve a material fact.

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