United States District Court, D. Maryland, Southern Division
RICARDO J. ZAYAS, RECEIVER AND AUTHORIZED AGENT FOR SUMMIT TRUST CO. THE RUDASILL FAMILY CHARITABLE REMAINDER ANNUITY TRUST THE BELLAVIA FAMILY TRUST Plaintiffs,
ADCOR INDUSTRIES, INC. ADCOR PACKAGING GROUP, LLC. Defendants.
J. HAZEL, UNITED STATES DISTRICT JUDGE.
J. Zayas, receiver and authorized agent for Summit Trust
Company, the Rudasill Family Charitable Remainder Annuity
Trust, and the Bellavia Family Trust (collectively, the
"Trusts" or "Plaintiffs'") brought a
Complaint on behalf of the Trusts against Defendants Adcor
Industries, Inc. and Adcor Packaging Group, LLC
(collectively, "Defendants"), alleging that
Defendants defaulted on a loan made by Plaintiffs in the
amount of approximately $518, 000 in February and March 2012.
ECF No. 4. Defendants move to dismiss the Complaint or, in
the alternative, for summary judgment. ECF No. 9-2. No
hearing is necessary to resolve the motion. Loc. R. 105.6 (D.
Md. 2016). For the reasons that follow, Defendants'
motion is granted, in part, and denied, in part.
is the court appointed receiver for Summit Trust Company
("STC") pursuant to an order of the United States
District Court for the Eastern District of Pennsylvania
entered on November 25, 2015. ECF No. 4 ¶ 1; ECF No.
12-7. As receiver for STC, Zayas is also an authorized agent
for the Rudasill Family Charitable Remainder Annuity Trust
("Rudasill") and the Bellavia Family Trust
("Bellavia"). Id. ¶ 2. STC is a
resident of Pennsylvania, and Rudasill and Bellavia are both
non-Maryland entities. Id. ¶¶ 1, 2.
Defendant Adcor Industries, Inc. ("Adcor") is a
Maryland corporation that manufactures, assembles, and
supplies precision machine components, aerospace,
telecommunications and weapons systems applications.
Id. ¶3. Defendant Adcor Packaging Group, LLC
("Adcor Packaging") is a Maryland corporation and
maintains the same principal place of business as Adcor.
Id. ¶ 4. Jimmy Stavrakis is principal and owner
of both Adcor and Adcor Packaging. Id. ¶ 22.
February and March 2012, the Trusts provided a series of
loans to Defendants by three separate wire transfers in the
total amount of $518, 092.40. Id. ¶ 13; ECF No.
4-3; ECF No. 4-4; ECF No. 4-5. Plaintiffs allege that
Defendants induced STC into making the loans on behalf of the
Trusts and provided Plaintiffs with funding requests along
with Adcor's financial information, balance sheets, and
financial statements. ECF No. 4 ¶ 14; ECF No. 4-6. While
Defendants had not ratified a loan agreement or letter of
intent related to the loans, Plaintiffs allege that the
parties came to a mutual agreement on the terms of the loans
in December 2011. ECF No. 4 ¶¶ 9, 14; ECF No. 4-2.
10, 2012, STC unilaterally filed three individual UCC-1
Financing Statements with the Maryland State Department of
Assessments and Taxation ("SDAT") for a security
interest in Adcor's patent portfolio, ECF No. 4-7,
allegedly perfecting Plaintiffs' security interests in
the patent portfolio as collateral for the loans. ECF No. 4
¶¶ 15, 16. On June 18, 2013, Defendants, or their
representatives, unilaterally filed UCC-3 Financing Statement
Amendments with SDAT terminating the security interests filed
by Plaintiffs. ECF No. 4-10.
the wire transfers in February and March 2012, Defendants
allegedly failed to execute the loan documents and refused to
repay the loans. ECF No. 4 ¶ 18. STC sent demand letters
on May 31, 2012, May 31, 2013, January 31, 2014, October 22,
2014, and February 24, 2015. ECF No. 4-8. Plaintiffs allege
that the current balance of the loans, including interest, is
no less than $859, 783.71. ECF No. 4 ¶ 25. Plaintiffs
assert the following claims: Money Judgment, Declaratory
Relief (Count I); Unjust Enrichment (Count II); Civil
Conspiracy (Count III); Breach of Duties: Care, Good Faith
and Fair Dealing, Declaratory Relief (Count IV); Breach of
Contract (Count V); and Theft and/or Conversion (Count VI).
STANDARD OF REVIEW
move to dismiss the Complaint pursuant to Federal Rule of
Civil Procedure 12(b)(6) or, in the alterative, for summary
judgment pursuant to Rule 56. ECF No. 9.
Motion to Dismiss Pursuant to Rule 12(b)(6)
to Rule 12(b)(6), a court may dismiss a complaint for failure
to state a claim upon which relief can be granted. When
deciding a motion to dismiss, a court "must accept as
true all of the factual allegations contained in the
complaint, " and "draw all reasonable inferences
[from those facts] in favor of the plaintiff." E.I.
du Pont de Nemours & Co. v. Kolon Indus., Inc., 637
F.3d 435, 440 (4th Cir. 2011) (citations and internal
quotation marks omitted). Pursuant to Rule 8(a)(2) of the
Federal Rules of Civil Procedure, a complaint must contain a
"short and plain statement of the claim showing that the
pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). To
survive a motion to dismiss invoking Rule 12(b)(6), "a
complaint must contain sufficient factual matter, accepted as
true, 'to state a claim to relief that is plausible on
its face.'" Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (citing Bell Atl. Corp. v. Twombly,
550 U.S. 544. 570 (2007)).
Motion for Summary Judgment Pursuant to Rule 56
motion is styled as a motion to dismiss, or in the
alternative, for summary judgment. A court considers only the
pleadings when deciding a Rule 12(b)(6) motion. Where the
parties present matters outside of the pleadings, and the
court considers those matters, the court will treat the
motion as one for summary judgment. See Gadsby v.
Grasmick, 109 F.3d 940, 949 (4th Cir. 1997);
Mansfield v. Kerry, No. DKC-15-3693, 2016 WL
7383873, at *2 (D. Md. Dec. 21, 2016). All parties must be
given some indication by the Court that it is treating a
motion to dismiss as one for summary judgment, "with the
consequent right in the opposing party to file counter
affidavits or pursue reasonable discovery." Gay v.
Wall, 761 F.2d 175. 177 (4th Cir. 1985).
the moving party styles its motion as a "Motion to
Dismiss or, in the Alternative, for Summary Judgment, "
as in the case here, and attaches additional materials to its
motion, the non-moving party is, of course, aware that
materials outside the pleadings are before the Court, and the
Court can treat the motion as one for summary judgment.
See Laughlin v. Metropolitan Wash. Airports
Auth, 149 F.3d 253, 260-61 (4th Cir. 1998). Further, the
Court is not prohibited from granting a motion for summary
judgment before the commencement of discovery. See
Fed. R. Civ. P. 56(a) (stating that the court "shall
grant summary judgment if the movant shows that there is no
genuine dispute as to any material fact" without
distinguishing pre- or post-discovery).
summary judgment should not be granted if the non-moving
party has not had the opportunity to discover information
that is essential to his opposition to the motion.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250
n.5 (1987). If the non-moving party feels that the motion is
premature, that party can invoke Fed.R.Civ.P. 56(d). See
Celotex Corp. v. Catrett, 477 U.S. 317, 326 (1986).
Under Rule 56(d), the Court may deny a motion for summary
judgment if the non-movant shows through an affidavit that,
for specified reasons, he or she cannot properly present
facts, currently unavailable to him or her, that are
essential to justify an opposition. Fed.R.Civ.P. 56(d).
Plaintiffs have not invoked Rule 56(d) in this case by filing
an appropriate motion with an attached affidavit.
may grant a motion for summary judgment only if there exists
no genuine issue as to any material fact and the moving party
is entitled to judgment as a matter of law. Fed.R.Civ.P.
56(c). A material fact is one that constitutes an element
that is essential to a party's case. Celotex,
477 U.S. at 322-23; see also Anderson, 477 U.S. at
248 ("the substantive law will identify which facts are
genuine issue as to a material fact exists if the evidence
that the parties present to the court is sufficient to
indicate the existence of a factual dispute that could be
resolved in the non-moving party's favor through trial.
See Anderson, 477 U.S. at 248-49. While it is the
movant's burden to show the absence of a genuine issue of
material fact, Pulliam Inv. Co., Inc. v. Cameo
Properties, 810 F.2d 1282, 1286 (4th Cir.1987), it
is the non-moving party's burden to establish its
existence, see Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 585-87 (1986), and
"[t]he evidence of the non-movant is to be believed, and
all justifiable inferences are to be drawn in his
favor." Anderson, 477 U.S. at 255.