The opinion of the court was delivered by: William J. Martini, U.S.D.J.
This matter comes before the Court on Defendants' motion and Plaintiff's cross-motion for summary judgment pursuant to Federal Rule of Civil Procedure 56. For the reasons explained below, the Court GRANTS Defendants' motion in part and DENIES it in part, and DENIES Plaintiff's cross-motion in full.
I.Procedural and Factual History
Plaintiff Demetria Guiuan is a resident of New Jersey. Defendants Theresa and Mark Villaflor are residents of Virginia. Plaintiff alleges that on or about June 2003, the Defendants offered to sell Plaintiff a piece of real property including a parcel of land and a house built thereon located at No. 1 Symphony Street, Sta. Cecilia Village, Talon 2, Las Pinas City, Metro Manila, Philippines (the "Property"). Plaintiff further alleges that although Defendants purported to own the Property, Plaintiff understood that Defendant Theresa Villaflor's sister, Adelaide
S. Sua, and her husband Reynaldo A. Sua, were legally registered as the owners of the Property. *fn1 Plaintiff alleges that she agreed to purchase the property for herself and for the use of her son Joel Guiuan Joson, his wife, Lualhati C. Joson, and their children. At this time, the Property was already subject to a mortgage issued by BPI Family Savings Bank, Inc. ("BPI"), a bank located in the Philippines.*fn2
Plaintiff alleges that she made the necessary payments and in September of 2007, she attempted to obtain the release of the title to the Property from BPI. However,
Plaintiff alleges that BPI, acting on the word of Adelaide Sua who was acting on directions from Defendants, informed her that BPI could not release the title and would no longer accept any mortgage payments from either Plaintiff or Mr. Joson. Plaintiff also claims that Defendants, acting in concert with the Suas, obtained a second mortgage on the Property unbeknownst to Plaintiff or Mr. Joson. Plaintiff further alleges that Defendants tricked her into paying down this second mortgage as well.
Not surprisingly, Defendants have a different story. Defendants admit that they received $36,500 from Plaintiff, but they claim they did so on behalf of the Suas, who were in the Philippines. Defendants claim that neither they nor Plaintiff were actually parties to the transaction, which was between Mr. Joson and the Suas. They further argue that Mr. Joson receiving title to the Property was contingent upon him paying off the entire mortgage balance, and that at any time prior to that, the Suas could revoke the transfer of ownership. Defendants claim that at some unspecified time, Plaintiff and Mr. Joson became unable to make the monthly mortgage payments and further claim that Plaintiff approached Defendants to ask for a loan. Defendants claim that they borrowed $36,000 from their relatives, Alexis and Alda-Elizabeth Wandagon, and entered into an agreement with Plaintiff to loan her the $36,000 to pay the mortgage on the Property (the "Loan Agreement"). Defendants claim that Plaintiff failed to pay the mortgage and approached them for further assistance. Subsequent attempts to make alternate arrangements failed.
A review of the uncontested documentary evidence reveals at least some of the pertinent details. On June 9, 2003, the Suas sent a letter to BPI advising BPI that the Suas were authorizing Mr. Joson to make mortgage payments on the Property and to "receive the RELEASE, DISCHARGE & CANCELLATION of the real estate mortgage, the transfer certificate of title No. T-82478 and all other pertinent documents relative to our loan file upon its full payment." On June 10, 2003, Defendants signed a document simply entitled "RECEIPT" that acknowledges that Defendants received the sum of $36,500 from Plaintiff and Mr. Joson (the "Receipt"). The Receipt states:
In [sic] behalf of Spouses Adelaida S. Sua and Reynaldo A. Sua, we received the sum of THIRTY-SIX THOUSAND FIVE HUNDRED DOLLARS (US$36,500.00) U.S. Currencey [sic], in cash and 2 bank checks Nos. 220562371 and 220562372 from DEMETRIA GUIUAN/JOEL GUIUAN JOSON as full payment of the sale of our real property having post office address and situated at No. 1 Symphony St., Sta. Cecilia Village, Talon 2, Las Pinas City, Metro Manila, Philippines, which is partly described as follows: . . . [description of land] . . . The receipt of said amount was also acknowledged by Spouses Adelaida S. Sua and Reynaldo A. Sua by signing its Deed of Absolute Sale in the Philippines.
Also on June 10th, Plaintiff drew two cashier's checks for $10,000 each, one made out to Defendant Theresa Villaflor and one made out to Defendant Mark Villaflor. On June 20, 2003, the Suas and the Josons signed a document entitled "DEED OF ABSOLUTE SALE WITH ASSIGNMENT OF MORTGAGE" (the "Deed"). Both Defendants signed the document in their capacity as witnesses. The Deed defines the buyer as Mr. Joson and the seller as Ms. Sua and states:
THAT FOR AND IN CONSIDERATION of the amount of ONE MILLION EIGHT HUNDRED TWENTY-FIVE THOUSAND (P 1,825,000) PESOS, Philippine Currency, paid by the BUYER, and receipt of which is hereby acknowledged in her entire satisfaction by SELLER, the latter hereby CEDES, SELLS, AND CONVEYS unto BUYER, his heirs and assigns, the above-described house and lot, subject to the Deed of Mortgage (Mortgage Loan Agreement) hereinabove-mentioned;*fn3
Also on June 20, 2003, the Suas and the Josons signed a document entitled "IRREVOCABLE GENERAL POWER OF ATTORNEY" (the "Power of Attorney Contract") that, among other things, empowers Mr. Joson to "administer, take charge and manage for my sole benefit, my real property located at No. 1 Symphony St." and goes on to describe the Property. The Power of Attorney Contract also empowers Mr. Joson to "exercise general control and supervision relative to the care and disposition of [the Property] . . . and for this purpose to make mortgage payments when due until the full payment [sic] of the entire remaining balance with BPI Family Savings Bank, Inc."
Plaintiff sues Defendants for breach of the Deed and Power of Attorney Contract, fraud, negligent misrepresentation, and predatory lending. Defendants have ...