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The Harry and Jeanette Weinberg Foundation, Inc. v. St. Marks Avenue, LLC

United States District Court, D. Maryland

June 21, 2017

THE HARRY AND JEANETTE WEINBERG FOUNDATION, INC., Plaintiff,
v.
ST. MARKS AVENUE, LLC, et al., Defendants.

          MEMORANDUM OPINION

          George L. Russell, III United States District Judge.

         THIS MATTER is before the Court on Defendants', St. Marks Avenue, LLC (“St. Marks”) and William Spivey (collectively, the “St. Marks Defendants”), Motion for Partial Summary Judgment (ECF No. 59) and Plaintiff's, The Harry and Jeanette Weinberg Foundation, Inc. (the “Foundation”), Motion for Partial Summary Judgment (ECF No. 77). This action arises from an agreement the Foundation entered into with Defendant Communities Organized to Improve Life, Inc. (“COIL”) to develop property located at 1200 West Baltimore Street, Baltimore, Maryland 21223 (the “Property”), COIL's principal address, and COIL's subsequent sale of the Property to St. Marks.

         The Motions are ripe for disposition, and no hearing is necessary. See Local Rule 105.6 (D.Md. 2016). For the reasons outlined below, the Court will deny the St. Marks Defendants' Motion without prejudice in part and grant the Motion in part. The Court will also deny the Foundation's Motion without prejudice and provide the Foundation an opportunity to move for leave to file a second amended complaint.

         I. BACKGROUND[1]

The Foundation is a private Maryland organization that provides grants to organizations that offer direct services to disadvantaged and vulnerable individuals. (Am. Compl. ¶ 3, ECF No. 57). Smith is the Chief Executive Officer and registered agent of COIL, a not-for-profit corporation organized under Maryland law. (Id. ¶¶ 6, 7). This matter involves the sale of the Property, COIL's principal address. (Id. ¶¶ 6, 18-21). On February 7, 1996, the Foundation entered into an agreement with COIL to develop the Property and granted COIL $675, 000 for its development (the “Agreement”). (Id. ¶¶ 13, 14). The Agreement also gave COIL the limited right to display “The Harry & Jeanette Weinberg” (the “Sign”) on the Property after construction ended; the Agreement required COIL to display the Sign through the present day. (Id. ¶ 16). The Agreement further stated that COIL may not sell the property without prior written consent from the Foundation. (Id. ¶ 15).[2]

         On April 3, 2013, COIL sold the Property to St. Marks, a New York company, for $1, 000, 000 without the Foundation's consent (the “Sale”). (Id. ¶¶ 4, 18-21). The same day, St. Marks leased the Property to COIL (the “Lease”). (Defs.' Mot. Partial Summ. J. Ex. D [“Lease”], ECF No. 59-2). On November 13, 2014, the Foundation sent a letter to Smith and Defendant Spivey, the sole member of St. Marks, stating that it was ceasing any further engagement with COIL and requesting that the Sign be removed from the exterior of the Property. (Am. Compl. ¶¶ 21, 22). On January 12, 2016, counsel for the St. Marks Defendants sent the Foundation a letter giving the Foundation permission to remove the Sign from the Property (“January 2016 Letter”). (Defs.' Mot. Dismiss Ex. 1 [“Jan. 2016 Letter”], ECF No. 9-1). COIL occupied the Property under the Lease until May 4, 2016, when the District Court for Baltimore City, Maryland evicted COIL from the Property. (Spivey Dec. ¶ 14, ECF No. 59-2). St. Marks then removed the Sign from the Property. (Id. ¶ 15; Defs.' Mot. Partial Summ. J. Exs. G & H, ECF No. 59-2).

         On November 19, 2015, the Foundation sued the St. Marks Defendants and Smith, alleging claims for False Endorsement under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a) (2012) (Count I), Breach of Contract (Count II), Civil Conspiracy (Count III), and as to COIL and Smith only, Accounting (Count IV). (Compl., ECF No. 1). On February 4, 2016, the St. Marks Defendants filed a Motion to Dismiss and attached the January 2016 Letter as an exhibit in support of their Motion. (ECF Nos. 8-9; ECF No. 9-1). The Court eventually denied the Motion. (ECF No. 24).

         On December 12, 2016, the St. Marks Defendants filed a Motion for Partial Summary Judgment against the Foundation. (ECF No. 59). On January 9, 2017, the Foundation filed a Response, (ECF No. 66), and on February 3, 2017, the St. Marks Defendants filed a Reply, (ECF No. 72). On February 9, 2017, the Foundation filed a Motion for Partial Summary Judgment against the St. Marks Defendants, COIL, and Smith. (ECF No. 77). The Motion was fully briefed as of April 10, 2017 as to the St. Marks Defendants and Smith. (See ECF Nos. 97, 101, 123). COIL did not file a Response.

         II. DISCUSSION

         A. Standard of Review

         In reviewing a motion for summary judgment, the Court views the facts in a light most favorable to the nonmovant, drawing all justifiable inferences in that party's favor. Ricci v. DeStefano, 557 U.S. 557, 586 (2009); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (citing Adickes v. S.H. Kress & Co., 398 U.S. 144, 158-59 (1970)). Summary judgment is proper when the movant demonstrates, through “particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations . . . admissions, interrogatory answers, or other materials, ” that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a), (c)(1)(A). Significantly, a party must be able to present the materials it cites in “a form that would be admissible in evidence, ” Fed.R.Civ.P. 56(c)(2), and supporting affidavits and declarations “must be made on personal knowledge” and “set out facts that would be admissible in evidence, ” Fed.R.Civ.P. 56(c)(4).

         Once a motion for summary judgment is properly made and supported, the burden shifts to the nonmovant to identify evidence showing there is genuine dispute of material fact. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586-87 (1986). The nonmovant cannot create a genuine dispute of material fact “through mere speculation or the building of one inference upon another.” Beale v. Hardy, 769 F.2d 213, 214 (4th Cir. 1985) (citation omitted).

         A “material fact” is one that might affect the outcome of a party's case. Anderson, 477 U.S. at 248; see also JKC Holding Co. v. Wash. Sports Ventures, Inc., 264 F.3d 459, 465 (4th Cir. 2001) (citing Hooven-Lewis v. Caldera, 249 F.3d 259, 265 (4th Cir. 2001)). Whether a fact is considered to be “material” is determined by the substantive law, and “[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson, 477 U.S. at 248; accord Hooven-Lewis, 249 F.3d at 265. A “genuine” dispute concerning a “material” fact arises when the evidence is sufficient to allow a reasonable jury to return a verdict in the nonmoving party's favor. Anderson, 477 U.S. at 248. If the nonmovant has failed to make a sufficient showing on an essential element of her case where she has the burden of proof, “there can be ‘no genuine [dispute] as to any material fact, ' since a complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).

         B. ...


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