Brown v. CMD, LLC et al
| d/b/a Andrew Philip Brown |
| CMD, LLC, Ryan Scott Wildrick, II, Ryan Anthony Moreno, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, MAG South, LLC, Metrolina Auto Group, LLC and Metrolina Exotic Collection, LLC |
| 1:2022cv10055 |
| January 14, 2022 |
| US District Court for the District of Massachusetts |
| Richard G Stearns |
| Other Statutory Actions |
| 28 U.S.C. § 1337 Sherman-Clayton Act |
| Plaintiff |
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| Filing 27 Judge Richard G. Stearns: ORDER entered. ORDER DISMISSING CASE (Warnock, Douglas) |
| Filing 26 Judge Richard G. Stearns: ELECTRONIC ORDER entered granting #19 Motion to Dismiss for Failure to State a Claim. Defendant CMD, LLC d/b/a McLaren Charlotte (McLaren Charlotte) has moved to dismiss Counts 1, 2, 3, 6, and 7 of the Amended Complaint, arguing that the forum selection clauses in the contracts for the five automobile sales at issue control and, thus, that these claims must be resolved in the state or federal courts in Mecklenburg County, North Carolina. Plaintiff Brown counters that the forum selection clauses are procedurally and substantively unconscionable. After review of the parties' briefs and the Amended Complaint, the court ALLOWS McLaren Charlotte's motion."A forum selection clause is prima facie valid and, absent a strong showing by the resisting party that the clause is unreasonable under the circumstances, it should not be set aside." Claudio-De Leon v. Sistema Universitario Ana G. Mendez, 775 F.3d 41, 48 (1st Cir. 2014). A forum selection clause is unenforceable if: (1) the clause was the product of "fraud or overreaching," (2) "enforcement would be unreasonable and unjust," (3) proceeding in the selected forum would be "so gravely difficult and inconvenient" that the challenging party would essentially "be deprived of his day in court," or (4) enforcement would "contravene a strong public policy of the forum in which suit is brought." Atlas Glass Mirror, Inc. v. Tri-North Builders, Inc., 997 F.3d 367, 375 (1st Cir. 2021). Simply put, Brown has failed to demonstrate the existence of any of these egregious prerequisites.Brown further contends that because he deliberately did not sign the "Venue, Dispute and Arbitration Agreement" for his purchase of the Lamborghini Urus, as he had in the other four transactions, he is not barred by the forum selection clause from suing in this court regarding the Urus purchase. However, Brown did execute the purchase agreement for the Urus transaction, which stated that he "agree[d] to execute additional forms, contracts or other documents prepared in connection with the purchase" and that those "documents are incorporated herein by reference." Am. Compl. Ex. 4. Those additional forms unambiguously included the Venue, Dispute and Arbitration Agreement. Brown's unilateral (and unexpressed) desire to be excluded from the forum selection clause of the Urus purchase contract does not exempt him from the clause's dictates. See Restatement (Second) of Contracts 17(1) cmt. c ("[A] mental reservation of a party to a bargain does not impair the obligation he purports to undertake.").Finally, the court declines to exercise supplemental jurisdiction over Count 5 of the Amended Complaint, because the court "has dismissed all claims over which it has original jurisdiction." 28 U.S.C. 1367(c)(3).(RGS, law2) |
| Filing 25 Judge Richard G. Stearns: ELECTRONIC ORDER entered granting #17 Motion to Dismiss for Lack of Jurisdiction.Before the court is defendants' motion to dismiss for lack of personal jurisdiction. Specifically, defendants argue that Brown has failed to show that he is entitled to "pierce the corporate veil" of McLaren Charlotte and sue defendants in their personal capacity. The court agrees, and ALLOWS defendants' motion.The general rule that a parent corporation or entity "is not liable for the acts of its subsidiaries," United States v. Bestfoods, 524 U.S. 51, 61 (1998), gives way only in rare circumstances where disregard of the corporate form is necessary to "defeat[] fraud or wrong." My Bread Baking Co. v. Cumberland Farms, Inc., 353 Mass. 614, 618 (1968) (internal citation omitted). "In such circumstances, the corporate veil can be pierced, as a tool of equity, to... impose liability on individual principals." Kraft Power Corp. v. Merrill, 464 Mass. 145, 148 (2013); see Scott v. NG U.S. 1, Inc., 450 Mass. 760, 767 (2008) ("A veil may be pierced where the parent exercises some form of pervasive control of the activities of the subsidiary and there is some fraudulent or injurious consequence of the intercorporate relationship.") (internal quotations and citation omitted). The corporate form may also be disregarded "when there is a confused intermingling of activity of two or more corporations engaged in a common enterprise with substantial disregard of the separate nature of the corporate entities, or serious ambiguity about the manner and capacity in which the various corporations and their respective representatives are acting." My Bread Baking Co., 353 Mass. at 619.Here, Brown has failed to demonstrate that any of the defendants have "pervasive control" over McLaren Charlotte necessary such that they could bend the corporation to their allegedly fraudulent whims. Scott, 450 Mass. at 767. Moreover, aside from conclusory allegations, Brown has not plausibly shown that McLaren Charlotte and the other defendants are so confusingly intermingled that they have displayed a "substantial disregard of the separate nature of the corporate entities." My Bread Baking Co., 353 Mass. at 619. (RGS, law2) |
| Filing 24 MEMORANDUM in Opposition re #19 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 23 MEMORANDUM in Opposition re #17 MOTION to Dismiss for Lack of Jurisdiction filed by Andrew Philip Brown. (Attachments: #1 Exhibit 1 - Charlotte Complaint (Private Jet), #2 Exhibit 2-A to Charlotte Complaint (Evidence of Comingled Funds CMD LLC and Metrolina), #3 Exhibit 3 - Louisiana Complaint, #4 Exhibit 4 - Georgia Complaint)(Schlager, Scott) |
| Filing 22 Judge Richard G. Stearns: ELECTRONIC ORDER entered granting #21 Motion for Extension of Time. (RGS, law2) |
| Filing 21 Assented to MOTION for Extension of Time to 03/28/2022 to File Two Memorandums of Plaintiff In Opposition to the Two Motions Filed by Defendants on March 4, 2022 by Andrew Philip Brown.(Schlager, Scott) |
| Filing 20 MEMORANDUM in Support re #19 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM filed by CMD, LLC. (Attachments: #1 Affidavit of Justin Flanagan)(Butler, Gerard) |
| Filing 19 MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM by CMD, LLC.(Butler, Gerard) |
| Filing 18 MEMORANDUM in Support re #17 MOTION to Dismiss for Lack of Jurisdiction filed by MAG South, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, Metrolina Auto Group, LLC, Metrolina Exotic Collection, LLC, Ryan Anthony Moreno, Ryan Scott Wildrick, II. (Attachments: #1 Affidavit of Ryan Moreno)(Butler, Gerard) |
| Filing 17 MOTION to Dismiss for Lack of Jurisdiction by MAG South, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, Metrolina Auto Group, LLC, Metrolina Exotic Collection, LLC, Ryan Anthony Moreno, Ryan Scott Wildrick, II.(Butler, Gerard) |
| Filing 16 Judge Richard G. Stearns: ELECTRONIC ORDER entered granting #15 Assented to MOTION for Extension of Time to March 4, 2022 to File a Responsive Pleading or Motion re #4 Amended Complaint. (Pacho, Arnold) |
| Filing 15 Assented to MOTION for Extension of Time to March 4, 2022 to File a Responsive Pleading or Motion by CMD, LLC, MAG South, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, Metrolina Auto Group, LLC, Metrolina Exotic Collection, LLC, Ryan Anthony Moreno, Ryan Scott Wildrick, II.(Butler, Gerard) Modified ECF event on 2/15/2022 (Pacho, Arnold). |
| Filing 14 NOTICE of Appearance by Gerard A. Butler, Jr on behalf of CMD, LLC, MAG South, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, Metrolina Auto Group, LLC, Metrolina Exotic Collection, LLC, Ryan Anthony Moreno, Ryan Scott Wildrick, II (Butler, Gerard) |
| Filing 13 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Ryan Anthony Moreno served on 2/3/2022, answer due 2/24/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 12 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Metrolina Auto Group Southend, LLC served on 1/31/2022, answer due 2/22/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 11 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Metrolina Auto Group Holdings, LLC served on 1/31/2022, answer due 2/22/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 10 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. CMD, LLC served on 1/31/2022, answer due 2/22/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 9 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Ryan Scott Wildrick, II served on 1/29/2022, answer due 2/22/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 8 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Metrolina Exotic Collection, LLC served on 1/29/2022, answer due 2/22/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 7 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 6 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. Metrolina Auto Group, LLC served on 1/28/2022, answer due 2/18/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 5 AFFIDAVIT OF SERVICE Executed by Andrew Philip Brown. MAG South, LLC served on 1/28/2022, answer due 2/18/2022. Acknowledgement filed by Andrew Philip Brown. (Schlager, Scott) |
| Filing 4 AMENDED COMPLAINT FIRST AMENDED VERIFIED COMPLAINT against All Defendants, filed by Andrew Philip Brown. (Attachments: #1 Exhibit 1, #2 Exhibit 2, #3 Exhibit 3, #4 Exhibit 4, #5 Exhibit 5, #6 Exhibit 6, #7 Exhibit 7, #8 Exhibit 8, #9 Exhibit 9, #10 Exhibit 10, #11 Exhibit 11)(Schlager, Scott) |
| Filing 3 Summons Issued as to CMD, LLC, MAG South, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Holdings, LLC, Metrolina Auto Group Southend, LLC, Metrolina Auto Group, LLC, Metrolina Exotic Collection, LLC, Ryan Anthony Moreno, Ryan Scott Wildrick, II. Counsel receiving this notice electronically should download this summons, complete one for each defendant and serve it in accordance with Fed.R.Civ.P. 4 and LR 4.1. Summons will be mailed to plaintiff(s) not receiving notice electronically for completion of service. (de Oliveira, Flaviana) |
| Filing 2 ELECTRONIC NOTICE of Case Assignment. Judge Richard G. Stearns assigned to case. If the trial Judge issues an Order of Reference of any matter in this case to a Magistrate Judge, the matter will be transmitted to Magistrate Judge M. Page Kelley. (Finn, Mary) |
| Filing 1 COMPLAINT VERIFIED COMPLAINT against All Defendants Filing fee: $ 402, receipt number AMADC-9138816 (Fee Status: Filing Fee paid), filed by Andrew Phillip Brown. (Attachments: #1 Exhibit 1, #2 Exhibit 2, #3 Exhibit 3, #4 Exhibit 4, #5 Exhibit 5, #6 Exhibit 6, #7 Exhibit 7, #8 Exhibit 8, #9 Exhibit 9, #10 Exhibit 10, #11 Civil Cover Sheet, #12 Category Form)(Schlager, Scott). |
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