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Lankford v. Irby

September 29, 2006

RAYMOND LANKFORD, ET AL., PLAINTIFFS,
v.
E. ALBERT IRBY, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Simandle, District Judge

OPINION

This matter is before the Court on plaintiffs Raymond and Yolanda Lankford's ("Plaintiffs") motion for summary judgment as to Plaintiffs' breach of contract, fraud, breach of fiduciary duty, and unauthorized appropriations claims against Defendants Vintage Mortgage Corporation ("Vintage") and Lawrence D. Lewis ("Lewis")(Vintage and Lewis, collectively, shall be referred to as the "Defendants.") Plaintiffs move for summary judgment pursuant to Rule 56, Fed. R. Civ. P., and for sanctions of Defendants Vintage and Lewis pursuant to Rule 11, Fed. R. Civ. P. For the reasons expressed below, this Court will grant in part and deny in part Plaintiffs' motion for summary judgment. Plaintiffs are entitled to judgment as a matter of law regarding their breach of contract claim against Vintage but have failed to provide any facts or argument regarding their claims of fraud or breach of fiduciary duty against either Vintage and Lewis. However, because Plaintiffs have failed to provide the Court with a coherent and understandable breakdown of damages Plaintiffs seek, the Court will require additional submissions from Plaintiffs detailing the exact damages Plaintiffs seek. The Court will also deny Plaintiffs' motion for sanctions under Rule 11, Fed. R. Civ. P.

I. BACKGROUND*fn1

A. The Short-Term Loans

Between December 1, 1999 and October 30, 2002, E. Albert Irby ("Irby") and First Round Sports, Inc. served as a sports agent and financial manager for plaintiff Raymond Lankford.*fn2 (Pl. Statement of Facts ("SOF") ¶ 1.) Co-defendants Irby and Lewis shared office space where, in December of 1999, the two discussed Lewis' company's (Vintage Mortgage Company) need for short-term capitalization. (Pl. SOF ¶ 2.) To this end, on December 22, 1999 Irby, on behalf of Lankford, loaned Vintage $200,000 from Lankford's account to serve as the capitalization of Vintage. (Pl. Ex. 1; Pl. SOF ¶ 3.) In connection with the loan, Lewis executed a promissory note stating that the $200,000 would be repaid in 30 days with interest. (Pl. Ex. 2.) On January 14, 2000, Lewis repaid the loan. (Pl. Ex. 3, Deposition Transcript of Lawrence Lewis, at 66.) On December 29, 2000, Lewis again requested and obtained a short-term loan from Irby from Lankford's account this time for $250,000. (Lewis Dep. Trans. at 80.) Again Lewis executed a promissory note setting payment with interest to be made in 30 days. (Id.) On January 12, 2001, Lewis repaid the loan by writing a check on behalf of Vintage to Lankford in the amount of $251,800, and delivered that check to Irby. (Pl. Ex. 6.)

B. The Long-Term Loan

In July 2002, Lewis approached Irby about a long-term loan from Lankford that would be used for "growth" and "marketing" purposes. (Lewis Dep. Trans. at 87-88.) Lewis requested that his attorney prepare a note and mortgage*fn3 on July 24, 2002 in favor of Lankford to secure the loan. (Id.) Those documents were never executed, but they included terms providing for interest payments, a final due date of August 1, 2007 and an acceleration clause that would make all funds due immediately upon default. (Pl. Ex. 9.) Those documents also included a provision providing that Lewis would be responsible for attorney fees in the event he defaulted on the loan. (Id.) Lewis states that those documents were never executed because no agreement was made, and that any discussions of a mortgage lien were in negotiations. (Defs. Br. at 9.)

In September or October of 2002, Lankford commissioned an audit of his financial matters being handled by Irby. (Affidavit of Raymond Lankford ¶ 4.) Lankford states that it was during this audit he discovered the payments made to Lewis and Vintage in 2000 and 2002, including the long-term loan, that Lankford claims he did not authorize. (Def. SOF ¶ 16.) At that time, Lankford retained Stanley King, Esq. to recover any unauthorized expenditures. (Id. at 6.)

After King met with Lewis and demanded repayment, King received a check from Vintage in the amount of $7,787.63, allegedly representing interest from August 2002 through January, 1, 2003. (Pl. Ex. 10.) By letter dated February 3, 2003, King acknowledged receipt of Vintage's check, and restated that Lankford did not authorize the long-term loan and demanded repayment in full. (Pl. Ex. 10.)

Defendants notes dated August 20, 2003 show that a "new deal" was made where Lewis would make monthly interest payments of $1,458.33 and quarterly principal payments of $25,000. (Pl. Ex. 11.) Plaintiffs allege that Defendants were also to execute and record a second mortgage in favor of Plaintiffs. (Pl. Br. at 7.) According to Vintage's internal records, Vintage made payments of $1,458.33 each month for March, April, May and June of 2003. (Pl. Ex. 11-13.) Further, on July 19, 2003, Vintage sent a check for $10,000 labeled "principal payment" to Lankford. (Pl. Ex. 12.) Lewis wrote a note accompanying that payment, saying that the remainder of the quarterly principal payment would be made by the end of July, 2003. (Pl. Ex. 12, Memorandum from Lawrence Lewis to Stanley King dated 7/18/2003.) Defendants continued to make interest payments for July and August 2003. (Pl. Ex. 13.) Following those interest payments, no further payment was received by Plaintiffs, and no mortgage was recorded by Defendants. (Pl. SOF ¶ 25.)

C. The July 7, 2004 Agreement

Plaintiffs retained the services of Roland G. Hardy, Jr., Esq., to initiate legal action against Defendants. On February 3, 2004, Hardy sent Lewis a letter demanding full repayment of the long-term loan. (Pl. Ex. 15.) Hardy's letter also included a proposed Complaint but mentioned Defendants could avoid litigation by arranging with him to repay all funds owed to Lankford. (Id.) Responding by email, Defendants stated that they "intend to resolve the matter," acknowledged the payment arrangement with King, and then expressed confusion as to the current terms since there had been two arrangements - one made with Irby and the later one with King. (Pl. Ex. 16.) By letter dated May 6, 2004, Lewis' attorney (Rupert Hall, Jr.) informed Plaintiffs that "Lewis received a verbal commitment from a private investor (Fannie Mae) in the approximate amount of $250,000," and that those funds would be used to pay defendants debt to Plaintiffs. (Pl. Ex. 17.)

Plaintiffs claim that they withheld filing a complaint against Defendants because (1) Plaintiffs were assured that Lewis would repay the loan and (2) that filing the complaint would jeopardize Lewis' pending deal and, by extension, Plaintiffs' receipt of repayment. (Pl. SOF ¶ 28.) Plaintiffs filed their Complaint on June 4, 2004, which did not name Lewis and Vintage. (See Complaint.)

Plaintiff sent a letter dated July 7, 2004, allegedly confirming an oral agreement by which Vintage would pay $10,000 on July 15, 2004, August, 15, 2004, and the balance on or before September 30, 2004; and Vintage would provide Plaintiffs with a second mortgage to secure their interest; in exchange for the Plaintiffs' forbearance from filing a complaint against them. (Pl. Ex. 18.) Lewis acknowledges receipt of this letter, and argues that these terms were in the frame of negotiations subject to the condition that Vintage's deal with a private investor materialized. (Lewis Dep. Trans. at 113.) Defendants made monthly payments of $10,000 for both July and August. (Pl. Ex. 19.) Defendants made no further payments, did not record the mortgage as promised, and, on January 26, 2005, Plaintiffs subsequently filed a Second Amended Complaint naming Vintage and Lewis as co-defendants. (Def. SOF ¶ 31, First Amended Complaint, and Second Amended Complaint.)

Plaintiffs filed the present motion for summary judgment on October 25, 2005, and the present motion for Rule 11 sanctions on June 1, 2006. [Docket Items 58 and 73.]

II. PLAINTIFFS' MOTION FOR SUMMARY JUDGMENT

Plaintiffs move for summary judgment arguing that (1) Defendants breached a contract with Plaintiffs by failing to make payments pursuant to the contract of July 7, 2004, and, in the alternative; (2) Defendants breached the contract by failing to make payments pursuant to a contract formed by promissory estoppel; (3) Defendants breached a fiduciary duty to the Plaintiffs; (4) Defendants committed fraud; and (5) Defendants conduct constituted unauthorized appropriation.*fn4 Plaintiffs further demand reasonable attorneys fees. Defendants resist this motion, arguing that (1) there is a disputed issue as to whether the facts infer an enforceable contract or were simply negotiations, and (2) the Plaintiffs have not established personal liability as to Lewis.

A. Standard of Review

Summary judgment is appropriate when the materials of record "show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). A dispute is "genuine" if "the evidence is such that a reasonable jury could return a verdict for the non-moving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is "material" only if it might affect the outcome of the suit under the applicable rule of law. Id. Disputes over irrelevant or unnecessary facts will not preclude a grant of summary judgment. Id.

In deciding whether there is a disputed issue of material fact, the court must view the evidence in favor of the non-moving party by extending any reasonable favorable inference to that party; in other words, "[T]he nonmoving party's evidence 'is to be believed, and all justifiable inferences are to be drawn in [that party's] favor.'" Hunt v. Cromartie, 526 U.S. 541, 552 (1999) (quoting Liberty Lobby, 477 U.S. at 255). The threshold inquiry is whether there are "any genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party." Liberty Lobby, 477 U.S. at 250; Brewer v. Quaker State Oil Refining Corp., 72 F.3d 326, 329-30 (3d Cir. 1995) (citation omitted).

Summary judgment must be denied "if there is a disagreement over what inferences can be reasonably drawn from the facts even if the facts are undisputed". Nathanson v. Medical College of Penn., 926 F.2d 1368, 1372 (3d Cir. 1991).

The moving party always bears the initial burden of showing that no genuine issue of material fact exists, regardless of which party ultimately would have the burden of persuasion at trial. See ...


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