United States District Court, D. New Jersey
CHICAGO TITLE INS. CO., Plaintiff,
SUBURBAN TITLE & ABSTRACT, INC., et al., Defendants.
WILLIAM J. MARTINI, U.S.D.J.
Chicago Title Insurance Company (“Plaintiff”)
brings this action against Defendants Suburban Title &
Abstract, Inc. (“Suburban”), Jeannet Pavez
(“Pavez”), Richard Renna (“Renna”),
and the Estate of John DiMaria Jr. (“DiMaria” or
the “Estate” and collectively,
“Defendants”) over Defendants' alleged
failure to perform its contractual obligations as to three
real estate transactions. Before the Court is the Estate's
motion to dismiss. There was no oral argument. Fed.R.Civ.P.
78(b). For the reasons below, the Estate's motion is
GRANTED. Plaintiff's Amended Complaint
(the “Complaint”) is DISMISSED WITHOUT
Court accepts as true the factual allegations contained in
the complaint, considers any “document integral to or
explicitly relied upon in the complaint, ” and draws
all reasonable inferences therefrom in favor of the
plaintiff. In re Burlington Coat Factory Sec.
Litig., 114 F.3d 1410, 1426 (3d Cir. 1997) (citations
omitted); see Phillips v. Cty. of Allegheny, 515
F.3d 224, 228 (3d Cir. 2008).
1993, Plaintiff and Suburban entered into a contract (the
“Agreement”) whereby Suburban processed title
insurance applications on Plaintiff's behalf. Am. Compl.
¶¶ 8-9, ECF No. 16 [hereinafter
“Compl.”]. Per the Agreement, Suburban would
indemnify and hold Plaintiff harmless for losses arising from
any improper closing Suburban performed. Id. ¶
10. Examples included a loss or misapplication of customer
funds or documents and a failure to follow escrow or closing
around the same time in 1993, Defendants Renna and DiMaria
executed a personal guaranty (the “Guaranty”).
Id. ¶ 11. Under the Guaranty, Renna and DiMaria
agreed to indemnify Plaintiff for any losses related to
Suburban's performance obligations under the Agreement.
Id. ¶ 12.
action stems from three real estate transactions involving
Plaintiff, Defendants, and AmTrust Bank (the non-party
“Bank”), in which Plaintiff suffered losses. In
each instance, the Bank issued and funded the borrowers'
loans on the condition that each borrower brought a specified
down payment of funds at closing. Id. ¶¶
16, 25, 33. As the settlement agent, before the closing
occurred, Suburban issued the Bank a closing service letter.
Id. ¶¶ 18, 27, 35. The letters indicated
that if Suburban failed to comply with the Bank's closing
instructions or otherwise committed fraud or misapplied
funds, then Plaintiff could be liable for any actual loss the
Bank suffered. Id.
what transpired next, Plaintiff relies entirely on a pleading
filed in a separate civil action that was before this Court.
In the other matter, the Federal Deposit Insurance
Corporation (“FDIC”), acting as the Bank's
Receiver, filed suit against Plaintiff. See FDIC v.
Chicago Title Ins. Co., Civ. No. 15-8400-WJM-MF, ECF No.
1 [hereinafter the “FDIC Action” or “FDIC
Complaint”]. No. adjudication on the merits took place
in the FDIC Action, such as through dispositive motion
practice. Instead, the parties settled and stipulated to
dismissing the action with prejudice. See id., ECF
Nos. 65, 66.
on the FDIC Complaint, Plaintiff alleges Suburban and Pavez
violated the Bank's closing instructions. Apparently
quoting from the FDIC Complaint without attribution,
Plaintiff claims Suburban and Pavez closed the relevant
transactions even though neither received the required down
payment of funds nor told the Bank about the missing funds.
Compl. ¶¶ 20, 28, 36. Further, Suburban and Pavez
issued falsified and inaccurate Federal Housing and Urban
Development (“HUD”) settlement documents.
Id. ¶¶ 21, 29, 37. Thus, Suburban violated
the Agreement and the Estate's failure to indemnify
Plaintiff under the Guaranty's terms constituted
Estate now moves to dismiss on two grounds: (1) the Court
lacks personal jurisdiction because the Estate is a South
Carolina entity, having never conducted any business in New
Jersey, and (2) the applicable statute of limitations under
South Carolina law makes Plaintiff's claims time-barred.
See Def.'s Br. at 1-4.
opposes, arguing DiMaria's ownership interest in Suburban
permits this Court to exercise jurisdiction over the Estate.
See Pl.'s Mem. of Law in Opp'n
(“Pl.'s Mem.”) 7- 10, ECF 29. Plaintiff next
argues the claims are timely because the causes of action
accrued either when the FDIC filed suit or when Plaintiff
made a loss payment to settle the FDIC Action. Id.
at 11. In reply, the Estate reiterates its original
arguments, adding three additional points. First, there is no
Estate to sue because DiMaria's will was never probated.
Second, even if DiMaria's death created an Estate, the
statute of limitations stills bars Plaintiff's claims.
Third, any shares of Suburban stock DiMaria owned “were
pledges back to Suburban as part of another lawsuit”
and “were never part of any estate . . . .”
See Decl. of Robert J. Greenbaum, Esq. 1-2, ECF No.
a court hearing, a plaintiff bears the burden to make out a
prima facie case establishing personal jurisdiction.
Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324,
330 (3d Cir. 2009). Like in a Rule 12(b)(6) setting, a court
must “accept the plaintiff's allegations as true,
and is to construe disputed facts in favor of the
plaintiff.” Id. (citing Toys
“R” Us, Inc. v. Step Two, S.A., 318 F.3d
446, 457 (3d Cir. 2003)). “A federal court sitting in
New Jersey has jurisdiction over parties to the extent
provided under New Jersey law.” Miller Yacht Sales,
Inc. v. Smith, 384 F.3d 93, 96 (3d Cir. 2004) (citations
omitted). “New Jersey's long-arm statute provides
for jurisdiction coextensive with the due process
requirements of the United States Constitution.”
Miller Yacht Sales, Inc., 384 F.3d at 96 (citing
N.J. Court Rule 4:4-4(c)). That means parties with
“constitutionally sufficient ‘minimum
contacts' with New Jersey are subject to suit
there.” Miller Yacht Sales, Inc., 384 F.3d at
96 (citation omitted).