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Putt-Putt, LLC v. 416 Constant Friendship, LLC

United States District Court, Fourth Circuit

October 1, 2013

PUTT-PUTT, LLC, Plaintiff,
v.
416 CONSTANT FRIENDSHIP, LLC et al., Defendant.

MEMORANDUM OPINION

ALEXANDER WILLIAMS, Jr., District Judge.

Pending before the Court is Defendant David Vedadi's Motion for Summary Judgment. Doc. No. 42. The Court has reviewed the motion papers and exhibits and concludes that no hearing is necessary. See Loc. R. 105.6 (D. Md. 2011). For the reasons that follow, Defendant's Motion will be DENIED.

I. FACTUAL AND PROCEDURAL BACKGROUND

The following facts are taken from the parties' motion papers and exhibits, with all reasonable inferences drawn in favor of the nonmoving party. The factual background from the Court's April 5, 2013 Memorandum Opinion, Doc. No. 31, is also incorporated by reference.

On February 8, 2002, the Mottley Group, LLC ("Mottley Group"), a now-forfeited Maryland limited liability company owned in partnership by James Mottley and Thomas Mottley, entered into a franchise agreement with Plaintiff Putt-Putt, LLC ("Putt-Putt") to operate an authorized Putt-Putt Fun Center at the facility located at 416 Constant Friendship Boulevard in Abingdon, Maryland ("the Abingdon fun center"). Doc. No. 43-2, Callahan Aff. ¶¶ 2-4. The Mottley Group operated its authorized Putt-Putt franchise until the second half of 2010, when it ceased reporting royalties to Putt-Putt. Id. ¶ 5. On or about December 22, 2010, Thomas Mottley signed a settlement agreement and general release with Putt-Putt that released him from claims arising out of the February 2002 franchise agreement, required payment of a termination fee to Putt-Putt, and provided that he would act as Putt-Putt's representative for the possible purchasing or leasing of the Abingdon fun center. Id. ¶ 6.

In November 2010, P.D.A. LLC ("PDA") purchased the promissory note for the Abingdon fun center from Wells Fargo Bank, N.A. Doc. No. 43-7; Doc. No. 42-3, Vedadi Aff. ¶¶ 3-4. Defendant David Vedadi is the Managing Member of PDA, which was created in 2002 and maintains its principal office at 19110 Montgomery Village Avenue in Gaithersburg, Maryland. Id. ¶ 2; Doc. No. 19-2 at 8, 19. PDA's intention upon purchasing the note was to turn the property for resale or to lease it. Doc. No. 42-3 ¶ 3. Following the purchase of the note, PDA initiated foreclosure proceedings on the property in the Circuit Court for Harford County, Maryland. Id. ¶ 4. On April 5, 2011, Paul Case Aiken II ("Aiken"), as court-appointed trustee in the foreclosure proceedings, offered for sale at public auction the Abingdon fun center, which he sold to himself as trustee for PDA for $1, 000, 000. Doc. Nos. 43-7, 43-8, and 43-9. Aiken has also been representing Vedadi in the instant proceedings.

Around the time of the foreclosure proceedings, Vedadi directed Aiken to form Defendant 416 Constant Friendship, LLC ("416 CF"). Doc. No. 42-3 ¶ 7. The new limited liability company was formed on May 10, 2011, and shared the same principal office as PDA. Doc. No. 43-11. Vedadi avers that he sought to transfer ownership of the Abingdon fun center from PDA to a new entity after the foreclosure proceedings concluded, and that 416 CF was created with this purpose in mind. Doc. No. 42-3 ¶ 6.

At some point in 2011, Vedadi and representatives of Putt-Putt entered into discussions regarding the future of the Abingdon fun center. On or about March 20, 2011, David Cassels, a minority shareholder of Putt-Putt and President of a marketing company of which Putt-Putt is a client, met with Vedadi and Thomas Mottley at the Abingdon fun center. Doc. No. 43-28, Cassels Aff. ¶¶ 2-3. According to Cassels, Vedadi represented that he intended to purchase the Abingdon fun center. Id. ¶ 3. The parties discussed Vedadi's plans for the property and updates Vedadi would be required to make to reopen it as an authorized Putt-Putt Fun Center. Id. ¶¶ 4-5. At the time of the March 20 meeting, the Abingdon fun center was still branded as a Putt-Putt Fun Center. Id. ¶ 6.

David Callahan, CEO and President of Putt-Putt, avers that he had at least five separate telephone conversations with Vedadi in the spring and early summer of 2011. Doc. No. 43-2 ¶ 8. According to Callahan, Vedadi claimed to own the business at the Abingdon fun center. Id. Callahan avers that he spoke with Vedadi on May 13, 2011 about the need to debrand the Abingdon fun center before he opened it for business, unless he was approved as a Putt-Putt franchisee. Id. ¶ 9. Later that day, Callahan e-mailed Vedadi to confirm the substance of their telephone conversation. Id. ¶ 10; Doc. No. 43-4. Ten days later, on May 23, 2011, Callahan had another telephone conversation with Vedadi and reiterated that debranding of the facility was necessary unless Vedadi became an authorized franchisee. Doc. No. 43-2 ¶ 11. The same day, Putt-Putt's office manager sent Vedadi an e-mail with an attachment explaining Putt-Putt's debranding requirements. Doc. No. 43-5.

Three days later, on May 26, 2011, a new Maryland limited liability company named Solomon Entertainment, LLC ("Solomon Entertainment") was formed with James Mottley listed as the resident agent and the Abingdon fun center (416 Constant Friendship Boulevard) listed as the company's principal office. Doc. Nos. 43-13, 43-14. According to its articles of organization, Solomon Entertainment was established with the purpose of "Entertainment Facility." Doc. No. 43-14.

On June 9, 2011, Callahan sent formal notice to the Mottley Group, James Mottley, and Thomas Mottley that Putt-Putt was terminating its franchise agreement for the Abingdon fun center. Doc. No. 43-2 ¶ 13; Doc. No. 42-3 ¶ 10. Callahan also provided a copy of Putt-Putt's debranding requirements with the notice of termination. Doc. No. 43-2 ¶ 13. On or about July 11, 2011, Callahan had a telephone conversation with Vedadi and James Mottley, who told Callahan that he was managing the Abingdon fun center for Vedadi. Id. ¶ 14. During the call, Callahan again advised Vedadi and Mottley that debranding was required and that they could not operate the facility as a Putt-Putt Fun Center. Id. ¶ 15. Subsequent to that conversation, Callahan attempted to further communicate with Vedadi regarding the need to debrand the Abingdon fun center, but his phone calls were not returned. Id. ¶ 16.

For his part, Vedadi avers that Putt-Putt contacted him in the summer of 2011 to inquire whether he would be willing to sell or lease the property. Doc. No. 42-3 ¶ 8. Vedadi confirms that he had several communications with Putt-Putt representatives, including Callahan, but that Vedadi abandoned these discussions. Id. Vedadi also confirms that Putt-Putt sent him its debranding requirements. Id. ¶ 9. However, Vedadi avers that at all times while he communicated with Putt-Putt, he was not operating a business, nor has he ever operated a business, at the location of the Abingdon fun center. Id. ¶ 11.

After Vedadi abandoned discussions with Putt-Putt, on October 11, 2011, Aiken formed a Maryland corporation called All American Fun Center, Inc. ("All American") with the stated purpose of operating an arcade. Doc. Nos. 43-15, 43-16. Records from the Harford County Health Department and the Division of Labor and Industry Inspection indicate that All American and Solomon Entertainment were licensed to operate at the location of the Abingdon fun center from 2011 through 2013. Doc. No. 42-3 ¶ 12; Doc. No. 42-6; Doc. No. 42-7.

On December 8, 2011, PDA, by and through its attorney Aiken, filed a motion in the state foreclosure proceedings for judgment awarding possession of the property. Doc. No. 19-2 at 13-14. PDA's motion represented that it was the foreclosure purchaser and equitable owner of the property, that Mottley Group and other potential claimants had vacated and abandoned the Abingdon fun center, and that PDA was exposed to irreparable harm by not having the ability to preserve and protect the property. Id. The following ...


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