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Horgan Brothers, Inc. v. Monroe Property

June 30, 2010

HORGAN BROTHERS, INC., PLAINTIFF,
v.
MONROE PROPERTY, L.L.C. AND MONROE RESTAURANT, INC. AND TAYLOR MILLS, DEFENDANTS.
G.J.W. BUILDER, INC., PLAINTIFF,
v.
TAYLOR MILLS, MONROE RESTAURANT, INC. AND MONROE PROPERTY, L.L.C., DEFENDANTS.



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

OPINION

Plaintiffs, Horgan Brothers, Inc. and G.J.W. Builder, Inc., have set forth several statutory and common law claims against defendants, Monroe Property, L.L.C., Monroe Restaurant, Inc., and Taylor Mills.*fn1 Plaintiffs seek to recover for services that they had provided to defendants as part of defendants' renovations of their restaurant and property. In response, defendants have filed a Motion to Dismiss and a Motion for Summary Judgment against Horgan Brothers.

For the following reasons, defendants' Motion to Dismiss is granted.

I. JURISDICTION

This Court exercises subject matter jurisdiction over the underlying claim pursuant to 28 U.S.C. § 1332. There is complete diversity between plaintiffs and defendants in the underlying action. Plaintiff, Horgan Brothers, Inc., is incorporated in the Commonwealth of Pennsylvania with its principal place of business in Harleysville, Pennsylvania. Plaintiff, G.J.W. Builder, Inc., is incorporated in the Commonwealth of Pennsylvania with its principal place of business in Willow Grove, Pennsylvania. Defendant, Taylor Mills, is an adult individual who is a citizen and resident of the State of New Jersey. Defendant, Monroe Property, L.L.C., is a limited liability company whose sole member is Mills, a citizen and resident of the State of New Jersey.*fn2 Defendant, Monroe Restaurant, Inc., is incorporated in the State of New Jersey with its principal place of business in Williamstown, New Jersey. Plaintiffs allege that the amount in controversy exceeds $75,000.

II. BACKGROUND*fn3

In March 2006, Taylor Mills owned an establishment called Taylor's Bar and Grill ("the restaurant"), along with the parcel of land ("the property") upon which the restaurant was located, in Williamstown, New Jersey.*fn4 At that time, Mills entered into a contract with G.J.W. Builders Inc. ("GJW"), who agreed to perform general contracting services on the restaurant and the property. The parties agreed that GJW would be entitled to a certain percentage "mark-up" on its subcontractors. In turn, GJW entered into a subcontracting agreement with Horgan, who agreed to perform the services at the restaurant and property. GJW's mark-up on Horgan's services was six percent.

As part of its duties, Horgan poured concrete, cleared trees, installed sewer lines, and filled and paved a parking lot. During Horgan's performance of the services, Mills orally instructed Horgan to perform extensive change order work in excess of the original subcontracting agreement that Horgan had with GJW. Similarly, Mills also orally instructed GJW to perform change order work in excess of the original general contract between the two parties. Mills informed Horgan and GJW that he would pay for all of the change order work he requested.

Horgan performed the change order work as requested and submitted invoices to GJW with respect to the work. Beginning in November and December 2006, Horgan and GJW began to repeatedly demand that Mills pay the outstanding balance for the work performed. On December 12, 2006, however, Mills transferred title in the property to an entity known as Monroe Property, L.L.C. Further, Mills transferred ownership of his restaurant to Monroe Restaurant, Inc.

In or around April 2007, Horgan filed a Construction Lien Claim in the amount of $858,153.74 against defendants' property with the Clerk of the County of Gloucester, New Jersey. Two months later, in June 2007, Horgan filed a complaint in this Court.*fn5 According to the complaint, Mills is "the owner, majority shareholder or controlling party of both Monroe Restaurant and Monroe Property." As such, Horgan avers that Mills transferred the property's title and the restaurant's ownership to these entities in an effort to shield himself from any personal liability he has incurred for the unpaid change order work. As a result of his actions and refusal to pay any of the principal outstanding balance of $858,153.74, Horgan sets forth three counts against Mills, Monroe Restaurant, and Monroe Property: (1) unjust enrichment, (2) quantum meruit, and (3) fraudulent conveyance pursuant to N.J.S.A. §§ 25:2-3 and 25:2-25.

In October 2009, defendants filed a Motion for Summary Judgment. A couple of months later, defendants also filed a Motion to Dismiss. Presently before the Court are defendants' Motion to Dismiss and Motion for Summary Judgment.

III. DISCUSSION

A. Standard for Motion to Dismiss

When considering a motion to dismiss a complaint for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6), a court must accept all well-pleaded allegations in the complaint as true and view them in the light most favorable to the plaintiff. Evancho v. Fisher, 423 F.3d 347, 350 (3d Cir. 2005). It is well settled that a pleading is sufficient if it contains "a ...


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