Sunday's Child, LLC v. Irongate AZREP BW LLC
This text of 327 F. Supp. 3d 1322 (Sunday's Child, LLC v. Irongate AZREP BW LLC) is published on Counsel Stack Legal Research, covering District Court, D. Hawaii primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
Opinion
Derrick K. Watson, United States District Judge *1327INTRODUCTION
Irongate seeks summary judgment on the Sunday's Companies'1 remaining claims for breach of contract, conversion, and unjust enrichment, as well as on its own Counterclaim for breach of contract arising out of the failure of the Sunday's Companies to close on the sale of four condominium units in Honolulu, Hawaii.
The Sunday's Companies' claims each turn on the parties' intent with respect to the material terms of a 2011 Agreement. Consistent with the Ninth Circuit's direction on remand, the parties present evidence on summary judgment of their intent and understanding of the material terms of the 2011 Agreement, terms that the Ninth Circuit determined were ambiguous. That evidence reveals that although Wang, the Sunday's Companies' owner, did not read or understand the 2011 Agreement that she admittedly executed, her attorneys negotiating the Agreement on her behalf understood its terms. Contemporaneous with the Agreement, these attorneys advised Wang that the Agreement waived and released Plaintiffs' claims to recover their original deposits paid for the four units in 2006. Irongate's interpretation was no different. Accordingly, because Plaintiffs' instant claims each seek the return of those original deposits released by the 2011 Agreement, the Court GRANTS Irongate's Motion for Summary Judgment on Plaintiffs' First Amended Complaint (Dkt. No. 132).
The evidence is equally unequivocal that the Sunday's Companies breached the 2011 Agreement by failing to make additional non-refundable payments when due and failing to close. As a result, Irongate is likewise entitled to summary judgment on its Counterclaim for Plaintiffs' Breach of Contract for Failure to Make the Additional Nonrefundable Payment (Dkt. No. 134).
Finally, because Wang and certain Plaintiffs' counsel, with full knowledge of the parties' intent with respect to the 2011 Agreement, advanced untenable theories of liability, interpreting the 2011 Agreement contrary to the undisputed evidence, and certified pleadings to the Court based upon what can only be seen as a misrepresentation, the Court GRANTS IN PART Irongate's Motion for Sanctions (Dkt. No. 202).
BACKGROUND
I. Factual Background
The Sunday's Companies seek to recover deposits paid under Sales Contracts for four condominium units in the Trump International Hotel & Tower at Waikiki Beach Walk (the "Project"). As a result of the Sunday's Companies' failure to close, Irongate, the Project's developer, contends that it is entitled to retain the original deposits and the additional non-refundable payment made by Plaintiffs following a 2011 Agreement between the parties. Irongate also seeks the balance of the additional *1328non-refundable payments due under the Agreement that were never made.
A. 2006 Sales Contracts and 2011 Agreement
On November 9, 2006, the Sunday's Companies executed separate Sales Contracts to purchase four Project units, advancing twenty percent of the collective purchase price as a deposit to Irongate. Irongate Ex. X, Dkt. No. 133-25. These original deposits totaled $1,439,320, and the Sales Contracts indicated a cash purchase that was not conditioned on buyer financing. Id. ; 12/12/17 Jason Grosfeld Dep. Tr. 60, Dkt. No. 133-7. The Project was scheduled for construction and completion within six years, and under the identical Sales Contracts, Irongate could determine the closing date. In the event of default by the Sunday's Companies, Irongate was permitted to terminate, and Section D.37 of the Sales Contracts generally permitted Irongate to retain fifteen percent of the sales prices of the units with any deposit overage being returned to the purchaser.2 Wang did not read the Sales Contracts before signing them. 10/6/17 Wang Dep. Tr. 33, 254-55, Dkt. No. 162-2.
In July 2009, a series of disputes arose between Irongate and several purchasers, including the Sunday's Companies. Several *1329prospective purchasers filed at least two lawsuits against Irongate (the "Buyers' Suits"), alleging statutory and common law claims, based upon misrepresentations during the sales process. The plaintiff purchasers in the Buyers' Suits sought to nullify and rescind their Sales Contracts and obtain return of their deposits.3 The plaintiffs in these suits were represented by Hawaii attorney Warren Price. The Sunday's Companies were not named parties in the Buyers' Suits, but were represented by Price, and by agreement of counsel, preserved their rights to pursue claims made or asserted in the Buyers' Suits and postponed their closing dates.
Wang was introduced to Price by her attorney, Lyle Hosoda. Hosoda previously represented Wang on other real estate matters, but did not have a formal engagement agreement with her with respect to the acquisition of the four units in the Project.4 10/6/17 Wang Dep. Tr. 80-83; 12/5/17 Lyle Hosoda Dep. Tr. 14-15, Dkt. No. 133-5; 12/15/17 Warren Price Dep. Tr. 17-20, Dkt. No. 133-6. Wang retained Price to represent the Sunday's Companies in connection with Irongate and the Project units sometime in 2009. 12/15/17 Price Dep. Tr. 19-20. Beginning in early 2011, several of Price's clients, including Wang, attempted to close under their original Sales Contracts, rather than attempt to recover their deposits in litigation. 12/15/17 Price Dep. Tr. 23-24. Wang signed a Confidentiality Agreement and reached out to negotiate directly with Irongate's principal, Jason Grosfeld, to achieve an agreement regarding the Project units. Irongate Ex. G (Confidentiality Agreement), Dkt. No. 133-8; 10/6/17 Wang Dep. Tr. 67-68, 73, 103-105. Wang met with Grosfeld in January 2011 at Irongate's offices in Los Angeles. 10/6/17 Wang Dep. Tr. 103-105.
By 2011, Wang did not have sufficient assets to pay cash for the four units because the value of her assets had decreased between 50 to 70% since the signing of the Sales Contracts. As a result, she intended to finance the remainder of the purchase. 10/6/17 Wang Dep. Tr. 46-47. During her meeting with Grosfeld, she says he told her that Irongate would not provide the financing that Plaintiffs needed. 10/6/17 Wang Dep. Tr. 105. Despite that, she never expressed to her counsel that she lacked the financial resources to close. 10/6/17 Wang Dep. Tr. 107.
On March 31, 2011, Grosfeld sent Wang an email with two possible options for closing on Plaintiffs' units: both offers were subject to an additional non-refundable down payment of 10% of the purchase price, a 30-day closing period, and a mutual *1330release of all claims. Irongate Ex. H (3/31/11 Email); Dkt. No. 133-9. On April 6, 2011, Grosfeld followed up, sending an email to Wang, Hosoda, and Price, stating that "we must sign a deal very shortly or I will be forced to begin the steps toward default and termination of your contracts." Sunday's Companies' Ex. R (4/6/11 Email), Dkt. No. 162-18. Wang acknowledged that if no deal was made soon, Irongate would terminate the Sales Contracts and pursue remedies for default. 10/6/17 Wang Dep. Tr. 123-24.
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Derrick K. Watson, United States District Judge *1327INTRODUCTION
Irongate seeks summary judgment on the Sunday's Companies'1 remaining claims for breach of contract, conversion, and unjust enrichment, as well as on its own Counterclaim for breach of contract arising out of the failure of the Sunday's Companies to close on the sale of four condominium units in Honolulu, Hawaii.
The Sunday's Companies' claims each turn on the parties' intent with respect to the material terms of a 2011 Agreement. Consistent with the Ninth Circuit's direction on remand, the parties present evidence on summary judgment of their intent and understanding of the material terms of the 2011 Agreement, terms that the Ninth Circuit determined were ambiguous. That evidence reveals that although Wang, the Sunday's Companies' owner, did not read or understand the 2011 Agreement that she admittedly executed, her attorneys negotiating the Agreement on her behalf understood its terms. Contemporaneous with the Agreement, these attorneys advised Wang that the Agreement waived and released Plaintiffs' claims to recover their original deposits paid for the four units in 2006. Irongate's interpretation was no different. Accordingly, because Plaintiffs' instant claims each seek the return of those original deposits released by the 2011 Agreement, the Court GRANTS Irongate's Motion for Summary Judgment on Plaintiffs' First Amended Complaint (Dkt. No. 132).
The evidence is equally unequivocal that the Sunday's Companies breached the 2011 Agreement by failing to make additional non-refundable payments when due and failing to close. As a result, Irongate is likewise entitled to summary judgment on its Counterclaim for Plaintiffs' Breach of Contract for Failure to Make the Additional Nonrefundable Payment (Dkt. No. 134).
Finally, because Wang and certain Plaintiffs' counsel, with full knowledge of the parties' intent with respect to the 2011 Agreement, advanced untenable theories of liability, interpreting the 2011 Agreement contrary to the undisputed evidence, and certified pleadings to the Court based upon what can only be seen as a misrepresentation, the Court GRANTS IN PART Irongate's Motion for Sanctions (Dkt. No. 202).
BACKGROUND
I. Factual Background
The Sunday's Companies seek to recover deposits paid under Sales Contracts for four condominium units in the Trump International Hotel & Tower at Waikiki Beach Walk (the "Project"). As a result of the Sunday's Companies' failure to close, Irongate, the Project's developer, contends that it is entitled to retain the original deposits and the additional non-refundable payment made by Plaintiffs following a 2011 Agreement between the parties. Irongate also seeks the balance of the additional *1328non-refundable payments due under the Agreement that were never made.
A. 2006 Sales Contracts and 2011 Agreement
On November 9, 2006, the Sunday's Companies executed separate Sales Contracts to purchase four Project units, advancing twenty percent of the collective purchase price as a deposit to Irongate. Irongate Ex. X, Dkt. No. 133-25. These original deposits totaled $1,439,320, and the Sales Contracts indicated a cash purchase that was not conditioned on buyer financing. Id. ; 12/12/17 Jason Grosfeld Dep. Tr. 60, Dkt. No. 133-7. The Project was scheduled for construction and completion within six years, and under the identical Sales Contracts, Irongate could determine the closing date. In the event of default by the Sunday's Companies, Irongate was permitted to terminate, and Section D.37 of the Sales Contracts generally permitted Irongate to retain fifteen percent of the sales prices of the units with any deposit overage being returned to the purchaser.2 Wang did not read the Sales Contracts before signing them. 10/6/17 Wang Dep. Tr. 33, 254-55, Dkt. No. 162-2.
In July 2009, a series of disputes arose between Irongate and several purchasers, including the Sunday's Companies. Several *1329prospective purchasers filed at least two lawsuits against Irongate (the "Buyers' Suits"), alleging statutory and common law claims, based upon misrepresentations during the sales process. The plaintiff purchasers in the Buyers' Suits sought to nullify and rescind their Sales Contracts and obtain return of their deposits.3 The plaintiffs in these suits were represented by Hawaii attorney Warren Price. The Sunday's Companies were not named parties in the Buyers' Suits, but were represented by Price, and by agreement of counsel, preserved their rights to pursue claims made or asserted in the Buyers' Suits and postponed their closing dates.
Wang was introduced to Price by her attorney, Lyle Hosoda. Hosoda previously represented Wang on other real estate matters, but did not have a formal engagement agreement with her with respect to the acquisition of the four units in the Project.4 10/6/17 Wang Dep. Tr. 80-83; 12/5/17 Lyle Hosoda Dep. Tr. 14-15, Dkt. No. 133-5; 12/15/17 Warren Price Dep. Tr. 17-20, Dkt. No. 133-6. Wang retained Price to represent the Sunday's Companies in connection with Irongate and the Project units sometime in 2009. 12/15/17 Price Dep. Tr. 19-20. Beginning in early 2011, several of Price's clients, including Wang, attempted to close under their original Sales Contracts, rather than attempt to recover their deposits in litigation. 12/15/17 Price Dep. Tr. 23-24. Wang signed a Confidentiality Agreement and reached out to negotiate directly with Irongate's principal, Jason Grosfeld, to achieve an agreement regarding the Project units. Irongate Ex. G (Confidentiality Agreement), Dkt. No. 133-8; 10/6/17 Wang Dep. Tr. 67-68, 73, 103-105. Wang met with Grosfeld in January 2011 at Irongate's offices in Los Angeles. 10/6/17 Wang Dep. Tr. 103-105.
By 2011, Wang did not have sufficient assets to pay cash for the four units because the value of her assets had decreased between 50 to 70% since the signing of the Sales Contracts. As a result, she intended to finance the remainder of the purchase. 10/6/17 Wang Dep. Tr. 46-47. During her meeting with Grosfeld, she says he told her that Irongate would not provide the financing that Plaintiffs needed. 10/6/17 Wang Dep. Tr. 105. Despite that, she never expressed to her counsel that she lacked the financial resources to close. 10/6/17 Wang Dep. Tr. 107.
On March 31, 2011, Grosfeld sent Wang an email with two possible options for closing on Plaintiffs' units: both offers were subject to an additional non-refundable down payment of 10% of the purchase price, a 30-day closing period, and a mutual *1330release of all claims. Irongate Ex. H (3/31/11 Email); Dkt. No. 133-9. On April 6, 2011, Grosfeld followed up, sending an email to Wang, Hosoda, and Price, stating that "we must sign a deal very shortly or I will be forced to begin the steps toward default and termination of your contracts." Sunday's Companies' Ex. R (4/6/11 Email), Dkt. No. 162-18. Wang acknowledged that if no deal was made soon, Irongate would terminate the Sales Contracts and pursue remedies for default. 10/6/17 Wang Dep. Tr. 123-24.
Concerned that she would lose her original deposits of nearly $1.5 million (10/6/17 Wang Dep. Tr. 88), Wang sent Grosfeld a counteroffer by email on April 6, 2011 with four options. Among other things, her counter included asking for a "straightforward return" of the original deposits. It also proposed as an alternative "clos[ing] on two of my three studio units, and we can swap unit # 3607 for the same size unit on floors 30-34 which I understand have an average sales price of $2.5M. And, swap one studio unit for a one bedroom suite which has an average sales price of $1.5M." Irongate Ex. I (4/6/11 Email), Dkt. No. 133-10. Grosfeld left a voicemail message for Wang on April 11, 2011, advising her that her fourth proposed option might work for Irongate, but that he needed to clarify some matters with her. Irongate Ex. K (4/11/11 Email), Dkt. No. 133-12.
On May 5, Grosfeld sent an email to Wang accepting option four subject to "(i) a non-refundable down payment of 10% of the purchase price upon signing of the definitive agreement; (ii) a 30 day close; the contract amendment will provide for an extended closing option for an additional 30 days for a fee of $1000 per day; and (iii) a mutual release of any and all claims." Irongate Ex. L (5/5/11 Email), Dkt. No. 133-13. The balance due at closing was $5,757,280 plus closing costs, and "must be a cash purchase or a purchase financed by an institution other than Beach Walk Mortgage LLC ("BWM"), [Irongate's] wholly owned mortgage company." Id. A closing agreement was attached to the email, to be signed by May 9, 2011. Section 4 of the proposed agreement entitled "Extended Closing Date" provided that the purchaser "agrees to deposit into escrow an additional non-refundable payment" upon execution of the agreement. Grosfeld's email instructed: "if we don't hear from you or you reject this offer, we will begin the process of contract termination." Id. Wang received a revised agreement the next day from Price's office, correcting errors in the prior version of the agreement sent by Grosfeld. Irongate Ex. M (5/6/11 Email), Dkt. No. 133-14. Wang responded to Grosfeld on the May 9, 2011 deadline, asking to swap unit # 3607 for a lower floor unit at a lower price. Irongate Ex. N (5/9/11 Email), Dkt. No. 133-15. Grosfeld responded to Wang by email that same day, agreeing to swap the unit and offering her several options, while informing her that his offer would expire on May 10, 2011. Irongate Ex. O (5/9/11 Email), Dkt. No. 133-16.
On May 10, at Wang's direction, Hosoda accepted Grosfeld's May 9 offer, and Price's office informed Grosfeld of the identity of the replacement unit to be swapped. Irongate Ex. P (5/10/11 Email), Dkt. No. 133-17. On May 11, Wang and Hosoda received the 2011 Agreement from Price for her signature, to be returned by May 12. Irongate Ex. Q (5/11/11 Email), Dkt. No. 133-18. The email from Price's office stated "As you can see from the Agreement, the additional funds are required at the same time," by the close of business on May 12, 2011. Id. Wang executed the 2011 Agreement on May 12, but did not send the balance of funds due at that time. Irongate Ex. B, Dkt. No. 133-3.5
*1331Instead, on May 12, Wang's assistant sent an email to Hosoda, indicating that she wished to amend the amount of additional payment due to $308,170.00, rather than $566,607.00. Irongate Ex. R (5/12/11 Email), Dkt. No. 133-19. Hosoda's office responded by email that same day, writing that $566,607.00 was due under Section 4 of the Agreement by the close of business, and informing Wang that her "failure to do so could jeopardize the settlement of this matter and subject you to significant exposure, the likes of which Lyle has explained to you in numerous prior discussions." Irongate Ex. R. Nonetheless, Irongate appeared willing to accept Wang's modified proposal, and requested Price's office to have her make an immediate payment towards the $308,170.00 as a sign of good-faith. Irongate Ex. S (5/12/11 Email), Dkt. No. 133-20. Wang, however, made only one payment of $50,000, on May 18, 2011, towards the $308,170.00. Irongate Ex. T (5/23/11 Email), Dkt. No. 133-21.
Under the May 2011 Agreement, the Sunday's Companies were to pay Irongate "additional non-refundable payment[s]" in order to secure an extended closing for the units.6 If the Sunday's Companies were unable to timely close on the units, under Section 4 of the Agreement, they would forfeit these additional non-refundable payments and further "release all rights and claims pursuant to [S]ection 8." Section 8 of the Agreement reads:
Purchaser's Release. Each Releasor and each of such Releasor's members, successors, heirs, assigns, parents, owners, investors, managers, agents, officers, directors, employees, attorneys, lenders, insurers and affiliates (collectively, "Releasor") hereby releases Releasee and each of Releasee's members, successors, heirs, assigns, parents, owners, investors, managers, agents, officers, directors, employees, attorneys, lenders, insurers and affiliates (collectively, "Released Parties") from the claims made or asserted, or that could have been made *1332or asserted, in the Litigation, including but not limited to claims for equitable and/or legal relief and including damages of any and all kind; provided, however, that this release does not include or release claims that Releasor may have arising (a) after the execution of this Agreement, (b) out of any design or construction defect claims, known or unknown, and (c) out of the contractual duties, rights or obligations of the Released Parties, if any, relating in any way to the (i) management and/or operation of the Front Desk Unit, (ii) the Home Owners Association ("HOA"), including without limitation any claims made by or on behalf of the HOA, and any claims made against the HOA, and/or (iii) the assignment or non-assignment of the Trump License to the HOA. In other words, upon the execution of this Agreement, this release is intended to forever release and waive any and all claims by the Releasor arising out of the purchase and sale of the Units and the Litigation, but is not intended to release, limit or impair in any respect Releasor's claims as owner of the Units existing after the execution this Agreement, subject to and limited only by the release described in this paragraph. To the extent Releasor is a party to the Litigation, Releasor also agrees to execute a stipulation for dismissal with prejudice of any and all claims that have been, or could have been, made or asserted in accordance with the terms of this release.
Irongate Ex. B (2011 Agreement), Dkt. No. 133-3. Section 12 of the Agreement states: "This Agreement supersedes, cancels and replaces all prior discussions or agreements to supplement or amend the Sales Contract, and the Sales Contract is in all respects enforceable according to its terms, except as modified herein." Id.
When the Sunday's Companies did not make the additional payments due under the Agreement, Hosoda and Price each communicated to Wang that Plaintiffs were in breach of the Agreement she had just executed on May 12, and at risk of losing the units and all payments previously made to Irongate. Irongate Ex. T (5/23/11 Email from Hosoda) ("My strong sense is that if you don't follow through with at least the $308,000 that you put yourself at serious risk of losing the purchases."); Irongate Ex. U (5/25/11 Email from Price), Dkt. No. 133-22 ("You defaulted when you failed to make the payment required in the 'Agreement' you entered with Irongate on May 12, 2011, copy attached. Because of this default, you not only lost your right to purchase the units in Trump, but you also lost any claim for the return of your deposits on these units.").
Price secured a brief extension of time for the Sunday's Companies, until June 6, 2011 to perform under the Agreement by making the required additional non-refundable payments. In a May 25, 2011 letter to Wang, Price explained to her: "Under the terms of this Agreement, you released Irongate from any claims on behalf of Your LLCs arising out of the Sales Contracts, or relating to the sale of these units, in exchange for various considerations from Irongate." Irongate Ex. U (5/25/11 Letter attached to Email from Price). The letter directs her to wire funds to Irongate and informs her of the consequences of further failure to comply with the Agreement:
In an effort to give you one last chance not to lose your chance to buy these units, and not to lose your deposits, we have obtained an agreement from Irongate to give you an additional ten (10) days to 'cure' your default in not making the above payments. This will require that you wire the above funds to the appropriate escrow accounts at Title Guaranty Escrow Services no later *1333than close of business Hawaii time on Monday, June 6, 2011. If you do, the remainder of the provisions of the Agreement will remain in full force and effect.
Allowing you this period to 'cure' the breach of the Agreement that occurred on May 12, 2011, is a major concession by Irongate. Irongate has made clear, however, that there will be no more time given, and this will mean that if this money is not received in time, not only will you lose the right to purchase these units, but you will lose the deposits paid on these units by Your LLCs that were quite substantial. Accordingly, we cannot emphasize enough how important it is for you to 'cure' this breach of the Agreement so we can move forward.
Id. On May 31, when Plaintiffs did not make any additional payments, Irongate notified them that they were in default and allowed an additional twenty-day period of time to cure. This further extension, however, had no effect. The Sunday's Companies again failed to remedy the default, and Irongate sent a notice of termination on June 23, 2011. Irongate Ex. K to Counterclaim MSJ (6/27/11 Notice of Termination), Dkt. No. 135-12. Irongate declared Plaintiffs in default under Section D.37 of the Sales Contracts and refused to return any of the $1,439,320.00 in original deposits, relying on Section 8 of the 2011 Agreement. Id.
On July 22, 2011, Plaintiffs' current counsel, J. Patrick Fleming, sent a letter to Irongate demanding the return of the original deposits paid under the Sales Contracts totaling $1,439,320.00, and the additional $50,000.00 paid into escrow under the 2011 Agreement. Irongate Ex. V (7/22/11 Demand Letter), Dkt. No. 133-23. According to the Sunday's Companies, the 2011 Agreement did not modify the Sales Contracts, including Irongate's obligation to return any deposits exceeding fifteen percent of the sales price in the event of termination.
II. Procedural Background
Plaintiffs' filed their original complaint in 2013. In a February 4, 2014 Order, the Court granted Irongate's motion to dismiss, finding that, because the claims asserted in this action arise out of the purchase and sale of the units, the Sunday's Companies waived and released their deposit and escrow claims when they entered into the 2011 Agreement. See Dkt. No. 22 (2/4/14 Order). In a November 15, 2016 memorandum disposition, the Ninth Circuit reversed the Court's February 4, 2014 Order, concluding instead that the 2011 Agreement's release terms were ambiguous, and remanded for further proceedings. See Sunday's Child, LLC v. Irongate AZREP BW LLC ,
The Ninth Circuit's November 15, 2016 decision explained that relevant portions of the 2011 Agreement were ambiguous, including "Section 8(a) of the Settlement Agreement preserving claims arising 'after the execution of [the 2011] Agreement.'
*1334Here, Sunday's Child's claims arose after the signing of the Settlement Agreement: Sunday's Child failed to make its required payments under the Agreement after it was signed, Irongate decided to declare Sunday's Child in default before the purchase and sale were complete, and Irongate then refused to return any portion of the deposits."
the Agreement "is intended to forever release and waive any and all claims by [Sunday's Child] arising out of the purchase and sale of the Units and the Litigation." The use of the conjunctive here makes it possible to interpret this phrase in its entirety as releasing claims relating to the purchase and sale which were set forth, or which could have been set forth, in the Litigation . The claims at issue here, although they relate in a general sense to the purchase and sale of the condominium units, post-date the Litigation and the signing of the Settlement Agreement. Per Section 8(a), Sunday's Child may not have released its right to seek a partial refund of deposits-or to raise related claims-based on events arising "after the execution of [the Settlement] Agreement."
The Ninth Circuit's decision also addressed the relationship between Sections 4 and 8 of the 2011 Agreement, with respect to Irongate's argument that Section 4 modified the 2006 Sales Contracts, notably Section D.37, such that Irongate was allowed to keep all deposits made, no longer requiring it to refund deposit monies remaining after subtracting 15% of the purchase price. The Ninth Circuit panel found Section 4 ambiguous as to whether it "changed Section D.37 of the Sales Contracts, allowing Irongate to keep all deposits ever made by Sunday's Child."
Presently before the Court are two Motions for Summary Judgment filed by Irongate (1) on all remaining claims in Plaintiffs' First Amended Complaint (Dkt. No. 132) and (2) on its Counterclaim for Plaintiffs' breach of contract for failure to make the additional nonrefundable payment (Dkt. No. 134). Irongate summarizes its argument on Plaintiffs' claims as follows:
The evidence now before the Court conclusively establishes that there is no ambiguity in the May 2011 Closing and Settlement Agreement in that: (1) if Plaintiffs failed to close, Plaintiffs would lose all payments made by them under the Agreement; (2) the May 2011 Closing and Settlement Agreement contained no liquidated damages limitation or other restriction limiting Irongate to 15% of all payments; (3) Plaintiffs waived and released all claims under the 2006 Sales Contracts; and (4) Plaintiffs' sole representative, Ingrid Wang, never read-or read only limited portions of-the May 2011 Closing and Settlement Agreement and relied entirely on her former counsel, Messrs. Price and Hosoda, concerning the meaning and interpretation of the May 2011 Closing and Settlement Agreement. Therefore, Plaintiffs are legally bound by former *1335counsels' understanding of that Agreement.
Mot. for Summ. J. at 4, Dkt. No. 132.
In its motion for summary judgment on its Counterclaim for breach of contract, Irongate "requests that the Court find that, pursuant to Section 4 of the May 2011 Closing and Settlement Agreement, Sundays was required to pay Irongate $566,607.00 as an 'additional nonrefundable payment' toward closing. It is undisputed that Sundays only paid $50,000, and thus owes Irongate an additional $516,607.00." Mot. for Summ. J. on Counterclaim at 2, Dkt. No. 134.
In addition to summary judgment, Irongate seeks sanctions under Federal Rule of Civil Procedure 11 and the Court's inherent authority against Plaintiffs' counsel, J. Patrick Fleming, Esq., and Plaintiffs' sole member, Wang. Sanctions Mot., Dkt. No. 202.
DISCUSSION
Irongate meets its summary judgment burden both as to Plaintiffs' claims for the return of the original deposits and on its own Counterclaim for breach of the 2011 Agreement. First, the record demonstrates that all parties intended the 2011 Agreement to waive and release all claims relating to the Sunday's Companies' recovery of their original deposits. Second, Plaintiffs breached the 2011 Agreement when they failed to make the additional non-refundable payments necessary to close on the four units. Finally, because Plaintiffs' counsel, J. Patrick Fleming, Esq., and Wang knew or reasonably should have known at all relevant times that Plaintiffs' claims were factually and legally baseless in light of the intent of the parties with respect to the material terms of the 2011 Agreement-yet continued to advocate for a contrary meaning even after the Ninth Circuit determined that the terms were ambiguous and that the parties' intent would control-the Court grants in part Irongate's Motion for Sanctions.
I. Irongate Is Entitled to Summary Judgment on Plaintiffs' Claims
Because Plaintiffs' claims for breach of contract and related declaratory relief (Counts I and II), conversion (Count III), and unjust enrichment (Count IV) all turn on the meaning of the Agreement,8 the Court first addresses the intent of the parties to determine the meaning of portions of the Agreement previously identified as ambiguous by the Ninth Circuit. The evidence before the Court now reveals that during the course of negotiating the 2011 Agreement and its extensions, both Price and Hosoda, Wang's attorneys, intended and understood that the Agreement released all claims that the Sunday's Companies had to recover any of their deposits, including the original deposits under the 2006 Sales Contracts, in exchange for curing their default, allowing additional time to close, swapping the units to be purchased, and applying the 2006 deposits to the modified transaction. The evidence is equally clear that no one associated with the Agreement's negotiations had any contrary understanding. Accordingly, pursuant to Federal Rule of Civil Procedure 56(a), the Court grants Irongate's Motion for Summary Judgment on Plaintiffs' First Amended Complaint. Dkt. No. 132.
A. Legal Framework
In light of the Ninth Circuit's determination that relevant provisions of the *13362011 Agreement are ambiguous as a matter of law, the Court may resolve the ambiguity by examining extrinsic evidence to explain the intent or understanding of the parties and the circumstances under which the Agreement was executed. See Found. Int'l, Inc. v. E.T. Ige Const., Inc. ,
Where, as here, "an ambiguity exists in [the Agreement], its proper means of construction remains to be determined as a matter of law[,]" by examining "extrinsic evidence, i.e. , all evidence outside of the writing including parol evidence, ... to determine the true intent of the parties if there is any doubt or controversy as to the meaning of the language embodying their bargain." Hokama ,
Therefore, it is invariably necessary before a court can give any meaning to the words of a contract and can select one meaning rather than other possible ones as the basis for the determination of rights and other legal effects, that extrinsic evidence shall be heard to make the court aware of the "surrounding circumstances," including the persons, objects, and events to which the words can be applied and which caused the words to be used.
Hokama ,
The Court turns to consideration of the entire record, including extrinsic evidence, in order to determine the intent of the parties and resolve the ambiguities in the Agreement identified by the Ninth Circuit in its November 15, 2016 decision.
B. Irongate Is Entitled To Summary Judgment
The evidence, briefly summarized, demonstrates that: (1) Wang either did not read the 2011 Agreement or read only parts of it; (2) even if she read it, Wang testified at deposition that she had no understanding of the Agreement's terms beyond the understanding of her counsel, Price and Hosoda; (3) Price and Hosoda advised Wang, contemporaneous with the Agreement, on multiple occasions, both orally and in writing, that the Sunday's Companies would forfeit all of their deposits, including those made in 2006, if they did not timely close under the 2011 Agreement; (4) The Sunday's Companies did not timely close under the 2011 Agreement; and (5) Price and Hosoda confirmed in writing to Wang contemporaneous with the 2011 Agreement that the Agreement released *1337the Sunday's Companies' claims to deposits under the 2006 Sales Contracts, correspondence that pre-dated the filing of the instant action. These facts doom Plaintiffs' claims.
Because the Sunday's Companies, through their sole owner and member Wang, have no independent recall or understanding of the terms or content of the 2011 Agreement, see 10/7/17 Wang Dep. Tr. 210-16, Dkt. No. 171-4, the Court looks to the evidence of surrounding circumstances, including the knowledge and intent of Price and Hosoda, the attorneys who advised Wang regarding the meaning and understanding of those terms. See Alt v. Krueger ,
*1338First, Section 8 of the 2011 Agreement releases the Sunday's Companies' claims "made or asserted, or that could have been made or asserted, in the Litigation," which Price explained were the claims to recover initial deposits asserted in the Buyers' Suits. See 1/15/18 Price Dep. Tr. 159-160, Dkt. No. 171-5. ("Litigation is our case against Irongate and their case-from paragraph eight, it was our claim against Irongate. The only claim was to get our deposits back."). Price's uncontroverted testimony establishes that the entire purpose of the Buyers' Suits was for those plaintiff purchasers to recover their original deposits. 1/15/18 Price Dep. Tr. 13-14. And claims to such deposits were precisely what the Sunday's Companies were relinquishing by virtue of their entering into the 2011 Agreement. 1/15/18 Price Dep. Tr. 160.
Price elaborated further:
When [Wang] signed the-the [2011] agreement and went down the path of closing, she released her claims for her deposits because keeping that claim alive and closing were mutually exclusive. And she had released that now. So, whatever chance we would have had in the original case to recover any of that, that was erased by her decision to settle and agree, going forward, that she had no claim for her deposits. But she got credit for her deposits in her agreement with Irongate, and we made sure of that.
12/15/17 Price Dep. Tr. 60. Price also testified that "because [Wang] is now going to actually buy the units [following execution of the 2011 Agreement], she's giving up her claim to get her deposits back in exchange for the fact that her deposits are credited against her purchase of those units." 12/15/17 Price Dep. Tr. 71. Although the Sunday's Companies released their claims against Irongate related to the purchase of the units, including claims related to the right to recover deposits, they retained the right to bring any claims related to their status as owners of the units. Price clarified the specific ambiguity identified by the Ninth Circuit during his deposition:
Q: So whether you read ["]purchase and sale of the [U]nits["] separately or conjunctively with the [L]itigation, is it clear to you that release encompassed any rights [Plaintiffs] had under the purchase agreement as the purchaser-
A. Yes.
1/15/18 Price Dep. Tr. 161.
Second, Price's testimony also establishes that the parties intended that the 2011 Agreement modify the 2006 Sales Contracts, in particular, Section D.37, and therefore, by executing the 2011 Agreement, Plaintiffs forfeited their original deposits made under the 2006 Sales Contracts. Price explained:
A: With this agreement, generally-and I can't speak about other agreements with other clients-I made sure that the specific performance claim was released by Irongate. I made sure that the client's deposits were all fully credited towards the purchase price.
****
Claims [Irongate] had under the sales agreement, which was specific performance. [Section] D.37, they could try and get their liquidated damages. They could also try to get specific performance. In Mrs. Wang's case, they could try and sue her, force her to close on the four units that she had originally signed up for, for full price. I saw that as a very *1339big potential downside to Mrs. Wang, and I made sure that that was released in this document.
****
D.37 is not a basis to make a claim. D.37 is the seller's remedy upon the default of the buyer. Okay? Once she defaults, the remedies are liquidated damages or specific performance. That, that was superseded by all of this because-and this made sure that they would never be able to come back and sue her for specific performance. She was releasing her claims against them for deposits. We made sure that they released their claims against her for specific performance, and this covers it.
1/15/18 Price Dep. Tr. 130-33. Hosoda's testimony was no different: he did not consider the 2011 Agreement's terms to be ambiguous, and he understood that the Sunday's Companies released claims to all deposits through that Agreement. 12/5/17 Hosoda Dep. Tr. 59-60, 63.
Price and Hosoda's testimony is confirmed by multiple communications sent to Wang before and after she executed the 2011 Agreement. See Irongate Ex. Y (2/22/11 Price Email to Wang), Dkt. No. 180; Ex. Z (2/28/11 Hosoda Letter), Dkt. No. 181); Ex. EE (4/8/11 Price Email and Memorandum), Dkt. No. 182; Irongate Ex. R (5/12/11 Email), Dkt. No. 133-19. Most significantly, on May 25, 2011, Price clearly told her: "Under the terms of this Agreement, you released Irongate from any claims on behalf of Your LLCs arising out of the Sales Contracts, or relating to the sale of these units, in exchange for various considerations from Irongate." Irongate Ex. U (5/25/11 Letter attached to Email from Price). The letter directs her to wire funds to Irongate and informs her of the consequences of further failure to comply with the Agreement:
In an effort to give you one last chance not to lose your chance to buy these units, and not to lose your deposits , we have obtained an agreement from Irongate to give you an additional ten (10) days to 'cure' your default in not making the above payments.
****
Allowing you this period to 'cure' the breach of the Agreement that occurred on May 12, 2011, is a major concession by Irongate. Irongate has made clear, however, that there will be no more time given, and this will mean that if this money is not received in time, not only will you lose the right to purchase these units, but you will lose the deposits paid on these units by Your LLCs that were quite substantial. Accordingly, we cannot emphasize enough how important it is for you to 'cure' this breach of the Agreement so we can move forward.
Hosoda, moreover, testified that Wang understood the terms of the 2011 Agreement and the consequences of her failure to cure following receipt of that May 25 letter from Price:
Q: This is the May 25, 2011, letter from [Price] that you had reviewed with [Wang]. And I'm asking you to look at this because it's really a follow-on in the questions that were just asked you about what did you tell her and how did you read things? .... "Under the terms of this agreement, you released Irongate from any claims on behalf of your LLCs arising out of the sales contracts or relating to the sale of *1340these units in exchange for various considerations from Irongate." It goes on. Is it your recollection that this is essentially what you told her before she signed as far as one of the material terms?
A. In general.
****
A. She was informed of the consequences if she did not follow through pursuant to the terms of this agreement. And the biggest one-and why all the scurrying around was happening-was the forfeiture and the loss of her deposits.
12/5/17 Hosoda Dep. Tr. 93-95.
In short, the Sunday's Companies, based upon these unequivocal communications to Wang, knew or should have known what their attorneys clearly knew: that the 2011 Agreement waived and released any claims against Irongate for the return of the original deposits made by the Sunday's Companies in 2006. Plaintiffs' arguments to the contrary are not only unpersuasive but are disingenuous-both Price and Hosoda's litigation testimony is amply corroborated by their contemporaneous communications with Wang-and Wang's testimony creates no question of fact for purposes of determining the parties' intent and understanding of the ambiguous terms of the 2011 Agreement.
Likewise, Irongate understood and intended that by executing the 2011 Agreement, Plaintiffs were releasing all claims related to the purchase of the units, and in the event of forfeiture, would lose all deposits made. See 1/19/18 Federman Dep. Tr. 60-61, Dkt. No. 171-7 ("[D]eposits that were originally [made] under the [Sales Contracts] are used towards closing under this new structure, and these purchasers would have rights as owners only going forward. But there was a release and a waiver of all previous purchaser rights, including deposits."). In light of the totality of the evidence before the Court, Plaintiffs "knew or reasonably should have known that the other party construed the term in a particular fashion, [therefore] that interpretation will control." Found. Int'l, Inc. v. E.T. Ige Const., Inc. ,
In view of the entire summary judgment record, the Court determines the parties' understanding of the material terms and resolves as a matter of law the ambiguities identified by the Ninth Circuit in its November 15, 2016 decision: the 2011 Agreement released any claims relating to the Sunday's Companies' original deposits, including the claims made in this action. Because Plaintiffs released such claims, Irongate is entitled to summary judgment on all of the causes of action raised in the FAC seeking the return of the original deposits.
II. Irongate Is Entitled to Summary Judgment on Its Counterclaim
Irongate seeks summary judgment on its Counterclaim that the Sunday's Companies breached Section 4 of the 2011 Agreement when they did not make the additional non-refundable payments required *1341to close on the four units. Irongate has established the elements of its breach of contract Counterclaim. That is, there is no dispute that Irongate performed its obligations under the 2011 Agreement, and the Sunday's Companies did not.11 The Sunday's Companies "acknowledge that they did not pay all the non-refundable payments upon execution of the Agreement, and so were in default." Mem. in Opp'n at 9, Dkt. No. 164. More specifically, the Sunday's Companies only paid $50,000 of the $566,670 in mandatory non-refundable payments contemplated by the 2011 Agreement, and failed to close on the four units. See also Pls.' Answer ¶¶ 6-7, Dkt. No. 120. Nonetheless, Plaintiffs argue that summary judgment should be denied on Irongate's Counterclaim based on the affirmative defenses of unjust enrichment, unconscionability, unclean hands, and duress. The Court disagrees.12
First, the Court rejects the Sunday's Companies' attempt to invoke unjust enrichment as an affirmative defense -without citation to any legal authority-where, as here, there are adequate remedies at law. Bill Darrah Builders, Inc. v. Hall at Makena Place, LLC , CV No. 15-00518 JMS-KSC,
Second, neither the facts nor the law support Plaintiffs' duress defense.13 The Sunday's Companies attempt to demonstrate that Irongate used an "improper *1342threat that left [them] with no reasonable alternative but to agree to the contract." Mem. in Opp'n at 17 (citing Hawaii Civil Jury Instruction 15.25). They assert that Wang was under duress during the negotiations with Irongate because of its "sudden demands to close within a short time, and its threats to terminate the sales contracts and retain all deposit monies."
Third, the Court rejects Plaintiffs' unconscionability15 and unclean *1343hands defenses. The Sunday's Companies argue that Irongate used the threat of termination and retention of the original deposits to pressure Wang into entering a one-sided and inequitable agreement, which was substantively and procedurally unconscionable. The record demonstrates neither. Wang was personally involved in the negotiations with Grosfeld beginning in January 2011 and culminating in May 2011, advised by counsel throughout the process, and swapped units and changed the amount of the additional non-refundable payments up until the moment of execution. None of this evidences procedural unconscionability.16 See Irongate Ex. A (4/1/11 Email from Wang), Dkt. No. 176; Ex. B (4/8/11 Price Memorandum), Dkt. No. 177; Ex. C (4/6/11 Hosoda Email), Dkt. No. 178; Ex. N (5/9/11 Email from Wang), Dkt. No. 133-15. Nor have Plaintiffs established that any aspect of the 2011 Agreement was substantively unconscionable. "Substantive unconscionability focuses on the one-sidedness of the agreement," yet Plaintiffs identify no terms in the 2011 Agreement that were oppressive or even unreasonably favorable to Irongate, under the circumstances and specific course of dealing between the parties. Narayan v. The Ritz-Carlton Dev. Co., Inc. ,
Under the 2011 Agreement, the Sunday's Companies were obligated to make additional non-refundable payments and close by a certain date and are in breach of these requirements. Accordingly, the Court grants Irongate's Motion for Summary Judgment on its Counterclaim for breach of contract.
III. Irongate's Motion for Sanctions Is Granted in Part
Irongate seeks the following sanctions against Fleming, Sunday's Companies' counsel, and Wang, under Rule 11 of the Federal Rules of Civil Procedure and the Court's inherent authority:
(1) Appropriate Monetary Sanctions against Mr. Fleming and Ms. Wang;
(2) Revocation of Mr. Fleming's Pro Hac Vice ; and
(3) An order that Mr. Fleming and Ms. Wang are jointly and severally liable for payment of any attorneys' fees and *1344costs awarded to Irongate as the prevailing party in this litigation.
Mot. for Sanctions at 3, Dkt. No. 202.
Irongate asserts that Wang and Fleming, with full knowledge of the facts set forth above regarding the 2011 Agreement, initiated and maintained Plaintiffs' baseless lawsuit, resulting in over five years of wasteful litigation and expense. Irongate identifies in the evidentiary record several communications between Wang and her former counsel-all provided to Fleming by no later than early 2012-unequivocally setting forth the parties' representations of their intent and demonstrating their understanding of the 2011 Agreement. Notwithstanding this knowledge regarding their present claims, Plaintiffs and Fleming persisted in advancing a theory of liability based upon a distortion of the parties' intent and omission of material facts with respect to the 2011 Agreement. In the face of the attorney-client communications demonstrating their inaccuracy, Plaintiffs and their counsel continued, unrelenting, to certify in their pleadings and argue before this Court, that the 2011 Agreement should be interpreted contrary to the undisputed evidence.17 That conduct is not only untenable but warrants sanctions.
A. Legal Framework for Rule 11 Sanctions 18
Rule 11 requires an attorney or unrepresented party to certify that "the claims, defenses, and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law[.]" Fed. R. Civ. P. 11(b)(2).19 " Rule 11 imposes a duty on attorneys to certify that they have conducted a reasonable inquiry and have determined *1345that any papers filed with the court are well grounded in fact, legally tenable, and not interposed for any improper purpose." Cooter & Gell v. Hartmarx Corp. ,
In determining whether a party has violated Rule 11, the Court applies an objective reasonableness standard. Yagman v. Republic Ins. ,
As applied to complaints, the Ninth Circuit has interpreted the Rule 11 standard as requiring a " 'a two-prong inquiry to determine (1) whether the complaint is legally or factually baseless from an objective perspective, and (2) if the attorney has conducted a reasonable and competent inquiry before signing and filing it.' " Holgate v. Baldwin ,
B. Sanctions Are Warranted Against Fleming
Upon careful consideration of the entire record, the Court finds the FAC, filed on November 2, 2017, to be baseless in light of the facts known to Fleming at the time of filing.21 Indeed, the Sunday's *1346Companies' own lawyers told Wang several times, and no later than May 25, 2011, that the 2011 Agreement waived and released claims for the Sunday's Companies' original deposits and that they forfeited any claim for the return of deposits by defaulting on the Agreement. See Irongate Ex. U (5/25/11 Email and from Price). Sometime shortly after Price sent Wang the May 25, 2011 letter, Plaintiffs' relationship with Price and Hosoda terminated,22 and Fleming began representing the Sunday's Companies. Decl. of J. Patrick Fleming, Jr. ¶ 6, Dkt. No. 216-1. In June 2011, Price attempted to communicate with Fleming about the 2011 Agreement, leaving him several telephone messages. Fleming, however, "was suspicious about Mr. Price's motives, and saw no immediate need to get back to him," and never returned his calls. Fleming Decl. ¶ 10. On December 22, 2011, Fleming requested that Price provide him a copy of the contents of Price's client file for the Sunday's Companies. Price complied by March 29, 2012. Fleming Decl. ¶¶ 13, 15.
Significantly, Fleming acknowledges that Price's file contained the May 25, 2011 email and letter advising Wang that under the terms of the 2011 Agreement, the Sunday's Companies "released certain claims." Fleming Decl. ¶ 17. Fleming concedes that "the letter further informed Ms. Wang that Irongate was asserting that a failure to cure would mean that Plaintiffs would lose the right to purchase the units and would lose the deposits. Admittedly, Mr. Price's letter stated that by defaulting Plaintiffs had lost any claim for return of the deposits." Fleming Decl. ¶ 17.
Although Fleming counters that Price's letter "was not consistent with [Fleming's] understanding of the law concerning liquidated damages provisions or the plain language of the Agreement," Fleming Decl. ¶ 17, the Ninth Circuit determined on November 15, 2016 that the 2011 Agreement was, on its face, ambiguous and therefore, "the intent of the parties is a question for the trier of fact."
*1347First, for many of the reasons discussed above, Plaintiffs' claims under various theories for the return of any portion of their original deposits are factually and legally baseless in view of Fleming's acknowledged possession of the relevant attorney-client communications and copies of communications between Wang and Grosfeld demonstrating the course of dealing and intent of the parties governing this Court's interpretation of the 2011 Agreement. See Fleming Decl. ¶ 23.
Second, the "reasonable inquiry test is meant to assist courts in discovering whether an attorney, after conducting an objectively reasonable inquiry into the facts and law, would have found the complaint to be well-founded." Holgate ,
Fleming, in light of his undisputed knowledge of the facts from the inception of the litigation, could not objectively believe that the claims in the FAC are well-founded.23 It is clear that "sanctions are not appropriate in every case in which summary judgment is granted, and that the failure of a plaintiff's factual allegations to find sufficient support in the record to survive summary judgment is not, in and of itself, sanctionable." Schrag v. Dinges ,
By determining that Plaintiffs' counsel fails this inquiry, the Court recognizes that Rule 11 should not be used to *1348discourage appropriately zealous advocacy or to deter novel legal arguments. See In re Keegan Mgmt. Co. Sec. Litig. ,
In sum, based on the information known to Fleming at the time he filed the FAC and later advocated in support of Plaintiffs' claims in opposition to Irongate's summary judgment motions, the Court concludes that Fleming's conduct warrants the imposition of Rule 11 sanctions.
C. Sanctions Are Warranted Against Wang
For similar reasons, the Court determines that sanctions are warranted against Plaintiffs' sole member/manager, Wang. First, sanctions are warranted under Rule 11(b)(3) because Wang was clearly responsible for Plaintiffs' role in the filing of pleadings and papers, including supporting affidavits, deposition testimony, and exhibits, that had no factual basis.24 In light of the evidence detailed above, and revealed (1) during the depositions of Wang, Price, and Hosoda, and (2) in the attorney-client communications produced in response to Irongate's Motion to Compel, Wang knew or reasonably should have known from the inception of this case in 2013 that Plaintiffs' claims for the return of her deposits were brought without evidentiary support and without any reasonable expectation that the discovery process would produce any evidentiary support for these claims.25 See, e.g., In re BankAtlantic Bancorp, Inc. Sec. Litig. ,
*1349("Sanctions against a represented party are warranted when the party knew or should have known that the allegations contained in the complaint were frivolous.... A client may also be subject to sanctions when it is clear that he is the mastermind behind a frivolous case.").
Second, under the Court's inherent authority, it may also sanction a represented party for conduct related to initiating and conducting litigation. See Chambers v. NASCO, Inc. ,
Because Wang herself is responsible for the aforementioned lapses, for engaging in dilatory conduct, and for the reasons detailed in the records filed under seal in support of Irongate's Motion for Sanctions (see Dkt. Nos. 202, 211, 222, 223), the Court imposes sanctions under its inherent authority on Wang individually. The four LLC Plaintiffs are devoid of significant assets, and were formed exclusively for the purpose of purchasing the four Project Units. 10/7/17 Wang Dep. Tr. 255. Although Wang is not a party to the litigation, she is the sole owner and member of the Sunday's Companies,
*1350See, e.g. , Aldmyr Sys., Inc. v. Friedman ,
In light of the foregoing, the Court finds that sanctions are appropriate against Wang individually.
D. Monetary Sanctions Are Appropriate Under the Circumstances
A determination of sanctions under Rule 11 is largely within the discretion of the Court, guided by these principles:
A sanction imposed under this rule must be limited to what suffices to deter repetition of the conduct or comparable conduct by others similarly situated. The sanction may include nonmonetary directives; an order to pay a penalty into court; or, if imposed on motion and warranted for effective deterrence, an order directing payment to the movant of part or all of the reasonable attorney's fees and other expenses directly resulting from the violation.
Fed. R. Civ. P. 11(c)(4).
Weighing the extent of the violations as well as the need to deter repetition of similar conduct in both this action and in other actions, the Court finds that monetary sanctions against Fleming and Wang are warranted.27 Specifically, the Court *1351finds appropriate a monetary sanction against each in the amount of $850.00 payable to the Court. This monetary sanction is limited but nonetheless appropriate to deter future conduct in this and other actions, and to deter comparable conduct by others similarly situated. See, e.g. , Rey v. Countrywide Home Loans, Inc. , Civ. No. 11-00142 JMS,
The Court accordingly imposes monetary sanctions against Plaintiffs' counsel, Fleming, pursuant to Rule 11. Under Rule 11 and its inherent authority, the Court exercises its discretion to impose the same sanction against Wang. The Court declines Irongate's request to revoke Fleming's permission to appear in this case pro hac vice. The Court also denies without prejudice as premature the request for an order that Fleming and Wang are "jointly and severally liable for payment of any attorneys' fees and costs awarded to Irongate as the prevailing party in this litigation"-any such request may be addressed as part of an appropriate motion for fees and costs.
CONCLUSION
For the foregoing reasons, the Court GRANTS Irongate's Motion for Summary Judgment on Plaintiffs' First Amended Complaint (Dkt. No. 132), and Irongate's Motion for Summary Judgment on Irongate's Counterclaim for Plaintiffs' Breach of Contract for Failure to Make the Additional Nonrefundable Payment (Dkt. No. 134).
The Court GRANTS IN PART Irongate's Motion for Sanctions Pursuant to Rule 11 of the Federal Rules of Civil Procedure (Dkt. No. 202), and sanctions Fleming and Wang, individually, $850.00 each. By July 2, 2018, Fleming and Wang shall each deliver a check for $850.00, payable to "
*1352Clerk, U.S. District Court." Each check should reflect the notation "Civ. No. 13-00502 DKW-RLP" and should be accompanied by a copy of this Order.
IT IS SO ORDERED.
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