United States District Court, D. Maryland
TRACEY STEELE, et al.
GURVINDER SINGH, et al.
DEBORAH K. CHASANOW, United States District Judge
Defendants Gurvinder Singh, Simran Kaur Chadha, and Preeti Singh move to dismiss the amended complaint filed by Plaintiffs Tracey Steele and Kelli Queen pursuant to Fed.R.Civ.P. 12(b) (1) for lack of subject matter jurisdiction. The issues have been fully briefed and no hearing is necessary. Local Rule 105.6. For the following reasons, the motion will be granted.
The following facts are alleged in the amended complaint. Plaintiffs are partners who invested in a business in Bethesda, Maryland, operating as THREADS. Defendants are alleged to be directors, operator/managers, and/or partners of THREADS USA, Inc. Specifically, Plaintiffs allege that THREADS USA, Inc. operates out of six locations throughout the District of Columbia, Maryland and Virginia, doing business as "Threads -The Beauty Enhancers" ("THREADS") . (ECF No. 7
¶ 8) . The company primarily performs "eyebrow threading" and other types of threading to remove or shape facial hairs. (Id. ¶ 9). On or about June 21, 2006, Defendant Simran Kaur Chadha a/k/a Sonia Saghu (“Sonia Saghu”) registered a THREADS business with the Department of Consumer and Regulatory Affairs (“DCRA”) as a District of Columbia corporation, (“THREADS DC”) identifying herself as the primary contact. THREADS DC operated its first store located at 1534 U Street, N.W., Washington, D.C. 20009 prior to December 20, 2006. On or about December 20, 2006, after discussions among Defendants Preeti Singh and Sonia Saghu (collectively, “Defendant Partners”) and Plaintiffs, the parties agreed to enter into a joint venture to open a third THREADS location in the metropolitan Washington, D.C. area. (Id. ¶ 12).
On or about December 20, 2006, Plaintiff Kelli Queen provided an initial investment of $20, 000 made payable to Defendant Sonia Saghu in contemplation of securing the third THREADS location. Plaintiffs and Defendant Partners jointly began searching for viable locations in the metropolitan Washington, D.C. area for a third THREADS location during 2007. (Id. ¶ 13). On or about February 7, 2007, Plaintiff Tracey Steele provided an initial investment of $20, 000, also made payable to Defendant Sonia Saghu, in contemplation of securing the third THREADS location. (Id. ¶ 15). Throughout the year 2007 into the beginning of 2008, Defendant Partners and Plaintiffs contacted commercial real estate brokers and discussed plans for opening the third THREADS location. (Id. ¶ 16).
Although the agreement signed by Plaintiffs and Defendant Sonia Saghu contemplated only a $40, 000 investment into the partnership, Defendant Saghu indicated that an additional $50, 000 would be needed to open the THREADS business in the Maryland location. (Id. ¶ 17). On or about May 3, 2008, Plaintiff Queen provided an additional investment of $10, 000 into the partnership made payable to Defendant Saghu in connection with the THREADS business endeavor. (Id. ¶ 18). On or about May 10, 2008, Plaintiff Queen provided a final investment of $15, 000 into the partnership made payable to Defendant Gurvinder Singh, based upon instructions received from Defendant Saghu in connection with the THREADS business endeavor. On or about May 22, 2008, Plaintiff Steele provided a final investment of $25, 000 into the partnership also made payable to Defendant Gurvinder Singh, based upon instructions she received from Defendant Saghu in connection with the THREADS business endeavor. The investment made by Plaintiffs into the partnership was in connection with the investment in the THREADS business opportunity that Plaintiffs and Defendant Saghu agreed to pursue as contemplated in their written and oral agreement.
On July 16, 2008, apparently unbeknownst to Plaintiffs, Defendant Gurvinder Singh filed with Maryland’s State Department of Assessment and Taxation (“SDAT”), Articles of Incorporation for THREADS USA, Inc. as a domestic Maryland corporation, (“THREADS MD”) identifying himself as the sole director. (Id. ¶ 24). The Articles of Incorporation stated that one class of common stock existed of 200 shares at $100.00 par value per share. According to Plaintiffs, they never agreed to the establishment of the corporation and were unaware of Defendant Gurvinder Singh’s involvement because Plaintiffs only interacted with the other two defendants – Preeti Singh and Sonia Saghu -under the belief that THREADS MD was operating as a partnership with those two. Plaintiffs allege that a grand opening was held at the THREADS MD location on August 16, 2008, which Plaintiffs and Defendant Partners attended.
Subsequently, Defendant Saghu told Plaintiffs that the THREADS MD business was not as profitable as expected and therefore did not have sufficient cash flow to distribute profits. (Id. ¶ 28). On or about November 2009, Defendant Saghu provided an income statement for the THREADS MD location for October 2009. (Id. ¶ 29). Once again unbeknownst to Plaintiffs, THREADS DC opened other locations. THREADS opened another location in the Chinatown neighborhood of Washington, D.C. On June 3, 2010, THREADS registered as a Virginia corporation to open its first location in Virginia and on July 5, 2011, registered a second Virginia corporation in opening its second Virginia location. (Id. ¶ 30). Each of the locations and operations in Virginia identify Defendant Gurvinder Singh as the registered agent.
In April 2012, THREADS MD’s charter was forfeited and in April 3, 2013, Defendant Gurvinder Singh filed Articles of Revival of THREADS MD, identifying himself as the sole shareholder of THREADS MD. On or about September 20, 2013, Plaintiff Queen inquired by text message regarding distribution of profits, and Defendant Sonia Saghu indicated that she would begin distribution of profits by telling her accountant, but suggesting the months were slow. Shortly thereafter, Plaintiffs each received separate checks for approximately $425. (Id. ¶ 34).
On or about May 2014, Plaintiffs inquired to Defendant Sonia Saghu about payments and distributions of profits. On or about July 21, 2014, THREADS MD issued to each Plaintiff a check payable in the amount of $814.00, purportedly signed by Defendant Gurvinder Singh. (Id. ¶ 36). Based upon Plaintiffs’ information and belief obtained in July 2014, Defendants are related. Plaintiffs contend that Defendants used income and profits from THREADS MD to finance their lifestyles and open other THREADS locations depriving Plaintiffs of income. (Id. ¶ 38). The amended complaint alleges that Defendants engaged in a cover up and conspired among themselves to prevent Plaintiffs from receiving their profits and income.
Plaintiffs, both Maryland residents, filed a complaint on September 24, 2014, naming as defendants Gurvinder Singh, Sonia Saghu, Preeti Singh, and “THREADS USA, Inc., ” a Maryland corporation. (ECF No. 1). Defendants moved to dismiss arguing, among other things, lack of complete diversity. Subsequently, Plaintiffs filed an amended complaint. (ECF No. 7). The amended complaint names as defendants Gurvinder Singh, Sonia Saghu, and Preeti Singh and asserts the following causes of action: breach of contract; unjust enrichment; gross negligence; intentional misrepresentation, concealment, or non-disclosure; constructive fraud; civil conspiracy; aiding and abetting; and tortious interference with contractual relations. (ECF No. 7). Defendants moved to dismiss the amended complaint. (ECF No. 9).
Plaintiffs opposed the motion (ECF No. 11), and Defendants replied (ECF No. 12).
Plaintiffs assert jurisdiction based on diversity of citizenship. Diversity jurisdiction is satisfied “where the matter in controversy exceeds the sum or value of $75, 000, exclusive of interest and costs, ” and the litigation is between “citizens of different States.” 28 U.S.C. § 1332(a)(1). The complaint identifies Plaintiffs as citizens of Maryland, and Defendants as citizens of Virginia. For the amount in controversy, Plaintiffs seek $90, 000 in compensatory damages and $250, 000 in punitive damages. Defendants contend that jurisdiction is lacking because: (1) each plaintiff seeks only $45, 000 in damages, and those amounts cannot be aggregated for jurisdictional purposes; and (2) there is no ...