Vested Housing Group, LLC v. Principal Real Estate Investors, LLC, 041816 FED9, 14-15168

Docket Nº:14-15168
Party Name:VESTED HOUSING GROUP, LLC, an Arizona limited liability company; HENDERSON LOFTS DEVCO, LLC, an Arizona limited liability company, Plaintiffs-Appellants, v. PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited liability company; HENDERSON APARTMENT VENTURE, LLC, a Delaware limited liability company; PRINCIPAL LIFE INSURANCE COMPANY, an Iowa...
Judge Panel:Before: TASHIMA and W. FLETCHER, Circuit Judges and BASTIAN, District Judge.
Case Date:April 18, 2016
Court:United States Courts of Appeals, Court of Appeals for the Ninth Circuit
 
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VESTED HOUSING GROUP, LLC, an Arizona limited liability company; HENDERSON LOFTS DEVCO, LLC, an Arizona limited liability company, Plaintiffs-Appellants,

v.

PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited liability company; HENDERSON APARTMENT VENTURE, LLC, a Delaware limited liability company; PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation; PRINCIPAL U.S. PROPERTY SEPARATE ACCOUNT, an unknown business entity, Defendants-Appellees.

No. 14-15168

United States Court of Appeals, Ninth Circuit

April 18, 2016

NOT FOR PUBLICATION

Argued and Submitted February 12, 2016 San Francisco, California

Appeal from the United States District Court No. CV 13-1643 RCJ for the District of Nevada Robert Clive Jones, Senior District Judge, Presiding

Before: TASHIMA and W. FLETCHER, Circuit Judges and BASTIAN, [**] District Judge.

MEMORANDUM [*]

Plaintiffs-Appellants Vested Housing Group, LLC ("VHG") and Henderson Lofts Devco, LLC ("HLD") appeal the district court's order granting Defendants-Appellees Principal Real Estate Investors, LLC ("PREI"), Henderson Apartment Venture, LLC ("HAV"), Principal Life Insurance Co. ("PLIC"), and Principal U.S. Property Separate Account's ("PUSPSA") motion to dismiss. We have jurisdiction under 28 U.S.C. § 1291, and we affirm.

I.

In June 2007, VHG entered into a contract with HAV, pursuant to which HLD (VHG's wholly owned subsidiary) would develop real property in Nevada. HAV agreed to purchase this property once development was complete. HAV also warranted in the agreement that it was a valid Iowa corporation and that it was authorized to enter into the contract. PREI, with which HAV shared a parent company (PLIC), signed the agreement on behalf of HAV. HLD financed the transaction with a loan from Wachovia Bank. PLIC guaranteed the loan.

Contrary to Defendants' representations, HAV was not actually incorporated until October 2008. Unrelatedly, in November 2008, HLD defaulted on its loan payments to Wachovia Bank. PLIC then repurchased the loan from Wachovia and assigned the property to HAV, which foreclosed on the property in August 2009.

In April 2013, Plaintiffs sued Defendants for their misrepresentations regarding the date of HAV's incorporation. Defendants moved to dismiss under Federal Rules of Civil Procedure 9(b) and 12(b)(6). The district court granted their motion based on...

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