Ctr. for Legal Reform, Non-Profit Corp. v. Rakowsky, C/A No. 3:14-cv-01674-JFA

CourtUnited States District Courts. 4th Circuit. United States District Court of South Carolina
Writing for the CourtJoseph F. Anderson, Jr. United States District Judge
Docket NumberC/A No. 3:14-cv-01674-JFA
PartiesCenter for Legal Reform, a Nevada Non-Profit Corporation as Successor-in-interest to Resolution Settlement Corporation, a former Nevada Corporation, Plaintiff, v. John Rakowsky, Defendant.
Decision Date14 November 2014

Center for Legal Reform, a Nevada Non-Profit Corporation
as Successor-in-interest to Resolution Settlement Corporation, a former Nevada Corporation, Plaintiff,
John Rakowsky, Defendant.

C/A No. 3:14-cv-01674-JFA


November 14, 2014



This matter comes before the Court on defendant, John Rakowsky's ("Defendant"), Motion for Judgment on the Pleadings against Center for Legal Reform ("Plaintiff") pursuant to Rule 12(c) of the Federal Rules of Civil Procedure. (ECF No. 31). Plaintiff filed a Response to the motion (ECF No. 51), and Defendant filed a Reply. (ECF No. 53). The Court granted the Plaintiff's request for leave of court to file a Surreply. (ECF No. 62). After full briefing on this motion, the Court heard oral arguments on November 10, 2014.1

For the reasons discussed below, the Court grants Defendant's motion for judgment on the pleadings.

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This case arises out a contract that was executed on June 5, 2005, between Resolution Settlement Corporation ("RSC"), South Holdings, and James Spencer, wherein RSC agreed to pay $25,000 to Southern Holdings and James Spencer (collectively "Borrowers") to fund litigation instituted by Borrowers in South Carolina ("Agreement").

Defendant served as counsel for the Borrowers in the South Carolina litigation,2 for which the funding was sought from RSC. Plaintiff's complaint, as currently written, alleges causes of action for breach of contract, breach of implied covenant of good faith and fair dealing, intentional misrepresentation, and conversion of property as it relates to the contract with and funds provided by RSC.

Defendant has now moved for judgment on the pleadings on three primary grounds: (1) Plaintiff lacks the requisite standing to bring this suit; (2) Plaintiff's complaint is barred by the statute of limitations; and (3) Plaintiff's causes of action are barred because Defendant was not a party to the contract with RSC. Because standing presents a threshold matter, the Court will address it fist.


Standing refers to the determination of whether a litigant is entitled to have the court decide the merits of the dispute. Warth v. Seldin, 422 U.S. 490, 498 (1975). A challenge to a particular party's standing is permissible at any time because "[s]tanding represents a jurisdictional requirement which remains open to review at all stages of the litigation." Lott v. Scottsdale Ins. Co., 811 F. Supp. 2d 1224, 1232 (E.D. Va. 2011) (citing Nat'l Org. for Women v. Scheidler, 510 U.S. 249, 255 (1994)).

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An analysis of standing requires the Court to ascertain whether the plaintiff is the proper party the litigation. State of W.Va. v. Morgan Stanley & Co. Inc., 747 F. Supp. 332, 340 (S.D.W. Va. 1990) ("Questions of standing involve a determination of whether the plaintiff is the proper party to assert a claim under the applicable substantive law."). Rule 17 of the Federal Rules of Civil Procedure dictates, "an action must be prosecuted in the name of the real party in interest." "The purpose of this rule is to enable the defendant to present his defenses against the proper persons, to avoid subsequent suits, and to proceed to finality of judgment. The question is one of procedure and not substantive law. The real test is whether the named plaintiffs have a right under the substantive law to maintain the action." Rackley v. Bd. of Trustees of Orangeburg Reg'l Hosp., 35 F.R.D. 516, 517 (E.D.S.C. 1964).

The fundamental question in the case before this Court is whether Plaintiff is the real party in interest. The contract in the Southern Holdings case was entered into between RSC, South Holdings, and James Spencer. Therefore, any claims seeking to enforce the Agreement or recover damages for the breach of the Agreement's provisions would only be properly brought by one of the parties to the contract or its privy. "South Carolina contract law carries a presumption that an individual who is not a party to a contract lacks privity to enforce it." Trancik v. USAA Ins. Co., 354 S.C. 549, 553-54, 581 S.E.2d 858, 861 (Ct. App. 2003) (citing Touchberry v. City of Florence, 295 S.C. 47, 48-49, 367 S.E.2d 149, 150 (1988)). "Generally, one not in privity of contract with another cannot maintain an action against him in breach of contract." Windsor Green Owners Ass'n, Inc. v. Allied Signal, Inc., 362 S.C. 12, 17, 605 S.E.2d 750, 752 (Ct. App. 2004).

There is no evidence in the record before this Court demonstrating Plaintiff is the proper party to enforce the Agreement or recover damages for its breach. Plaintiff has merely alleged in

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its complaint and asserted in its memos that it is the successor-in-interest to RSC. However, the record is devoid of any other documentation or evidence that supports this bald assertion. FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 231, (1990) holding modified by City of Littleton, Colo. v. Z.J. Gifts D-4, L.L.C., 541 U.S. 774 (2004) ("It is a long-settled principle that standing cannot be inferred argumentatively from averments in the pleadings, but rather must affirmatively appear in the record.") (internal quotation marks and citations omitted).

Accordingly, the Court is unable to affirmatively state that Plaintiff is the true party in interest, and, therefore, finds that the Plaintiff lacks standing to bring this suit against the Defendant.3

Even though the Court has found lack of adequate standing by the Plaintiff to bring this action, the Court will address the two remaining grounds asserted by Defendant for judgment on the pleadings below.


Pursuant to Rule 12(c) of the Federal Rules of Civil Procedure, "After the pleadings are closed - but early enough not to delay trial - a party may move for judgment on the pleadings." The standard of review for a motion for judgment on the pleadings under Rule 12(c) as the same as that used for a motion for failure to state a claim under Rule 12(b)(6). Burbach Broad. Co. of Delaware v. Elkins Radio Corp., 278 F.3d 401, 405 (4th Cir. 2002)

When considering a Rule 12(b)(6) motion to dismiss for failure to state a claim, the court must accept as true the facts alleged in the complaint and view them in a light most favorable to the plaintiff. Ostrzenski v. Seigel, 177 F.3d 245, 251 (4th Cir. 1999). However, "[t]o survive a

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motion to dismiss, 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) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. Thus, a plaintiff must assert claims that cross "the line from conceivable to plausible." Id. at 1950-51 (internal quotation omitted).


Defendants have argued that two additional grounds exist for granting their motion for judgment on the pleadings. Specifically, they maintain Plaintiff's claims are barred by the South Carolina statute of limitations, and Plaintiff's claims are barred because Defendant was not a party to the Agreement at issue.

A. Statute of Limitations

As an initial matter, Plaintiff has argued in opposition to Defendant's motion that Nevada law should apply because this case was transferred via change of venue from the Nevada District Court.4 While the Court agrees that...

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