Mitchell Brozik & MB Sec., LLC v. Parmer, 16-0292
| Decision Date | 06 January 2017 |
| Docket Number | No. 16-0400,No. 16-0292,No. 16-0238,16-0292,16-0400,16-0238 |
| Court | West Virginia Supreme Court |
| Parties | Mitchell Brozik and MB Security, LLC, Defendants Below, Petitioners v. Betty Parmer, Plaintiff Below, Respondent, and Kourt Security Partners, LLC, Third-Party Defendant Below, Respondent And Betty Parmer, Plaintiff Below, Petitioner v. Mitchell Brozik and MB Security, LLC, Defendants Below, Respondents, and Thomas Kupec and Brandon Kupec, Defendants Below, Respondents, and Gregory Morgan, Defendant Below, Respondent And Betty Parmer, Plaintiff Below, Petitioner v. United Bank, Inc., a West Virginia corporation, and Randall Williams, Defendants Below, Respondents |
These three consolidated appeals concern litigation sparked by a series of financial transactions involving Betty Parmer; Mitchell Brozik and his company, MB Security, LLC; Thomas Kupec, Brandon Kupec, and Gregory Morgan, three Clarksburg, West Virginia, attorneys; and United Bank and its loan officer, Randall Williams. The appeals in Docket Nos. 16-0292 and 16-0400 stem from a jury trial in the Circuit Court of Monongalia County, in which the jury returned a verdict in favor of Betty Parmer and against Mitchell Brozik and MB Security, LLC, in the amount of $1.5 million for breach of fiduciary duties, breach of contract, and fraud, and an additional $200,000 in punitive damages, for a total award of $1.7 million. The jury also heard Betty Parmer's claims of negligence, legal malpractice, breach of fiduciary duties, and fraud against Respondents/Defendants below Thomas Kupec, Brandon Kupec, and Gregory Morgan, but found no liability on the part of these three parties.
Specifically, in Docket No. 16-0292, Petitioners/Defendants below, Mitchell Brozik ("Mr. Brozik") and MB Security, LLC ("MB Security"), by counsel William J. Leon, appeal the circuit court's "Trial Order," entered on December 21, 2015, and its "Order Denying Brozik and MB Security [sic] Post Trial Motions," entered on February 23, 2016. Respondent/Plaintiff below Betty Parmer ("Ms. Parmer"), by counsel S. Sean Murphy, filed a response. Additionally, Respondent/Third-Party Defendant below Kourt Security Partners, LLC ("Kourt Security"), by counsel Charles J. Kaiser, Jr. and Jeffrey D. Kaiser, filed a response. Mr. Brozik and MB Security filed a reply.
In Docket No. 16-0400, Ms. Parmer, by counsel S. Sean Murphy, appeals the circuit court's "Trial Order," entered on December 21, 2015, and its order denying her motion for amended judgment and/or for a new trial, entered on March 15, 2016, as it related to the jury's adverse verdict regarding her claims against the three attorney defendants. Mr. Brozik and MB Security, by counsel William J. Leon, filed a summary response. Thomas Kupec and Brandon Kupec, by counsel, David D. Johnson, III and Larry A. Winter, filed a response. Gregory Morgan, by counsel Peter T. DeMasters, Kyle T. Turnbull, and Mina R. Gantous, also filed a response.
Finally, the third consolidated case, Docket No. 16-0238, arises from the dismissal of a separate, but related, civil action filed by Ms. Parmer against United Bank, Inc. and Randall Williams (collectively, "United Bank"). In this appeal, Ms. Parmer, by counsel S. Sean Murphy, appeals the Circuit Court of Monongalia County's order granting United Bank's motion for summary judgment, entered on February 12, 2016, and its order denying Ms. Parmer's motion to reconsider the denial of her motion to amend her complaint, entered on February 18, 2016. United Bank, by counsel Shawn P. George, filed a response.
This Court has considered the parties' briefs and the record on appeal in each of the three above-styled cases. The facts and legal arguments are adequately presented, and the decisional process would not be significantly aided by oral argument. Upon consideration of the standard of review, the briefs, and the record presented, the Court finds no substantial question of law and no prejudicial error. For these reasons, a memorandum decision consolidating the appeals and affirming the circuit court's orders is appropriate under Rule 21 of the Rules of Appellate Procedure.
Factual and Procedural Background
Docket Nos. 16-0292 and 16-0400:
Ms. Parmer's claims against Mr. Brozik, MB Security,
Thomas Kupec, Brandon Kupec, and Gregory Morgan
These appeals stem from a series of financial transactions, the most important of which was a secured party sale of corporate assets that occurred on May 5, 2012. At the sale, Ms. Parmer foreclosed on assets owned by Secure US, a corporation owned by Mr. Brozik.1 Ms. Parmer is Mr. Brozik's aunt, with whom he enjoyed a close relationship throughout his life. Ms. Parmer is a resident of Harrisburg, Pennsylvania, and was 76 years old at the time of the transaction. Ms. Parmer and her husband built, operated, and sold multiple businesses during their marriage. Following their divorce in 1991, Ms. Parmer received a business and other investments worth several million dollars. It is undisputed that Ms. Parmer routinely provided financial assistance to Mr. Brozik over the years leading up to the 2012 transaction giving rise to her claims.2
The transaction at the center of this case was the result of Mr. Brozik seeking financial assistance from his aunt because he was at risk of losing his business, Secure US. In short, Secure US had pledged all of its assets as collateral to secure a loan that Ms. Parmer purchased from a creditor of Secure US in April 2012. Following the secured party sale on May 5, 2012, Ms. Parmer became the owner of Secure US's assets. Thereafter, Ms. Parmer and Mr. Brozik entered into a management agreement that provided that a new company formed by Brozik, MB Security, would manage Secure US's assets that Ms. Parmer had purchased and would continue to operate the business as usual.
Ms. Parmer filed suit in September of 2013, naming Mr. Brozik and MB Security as defendants, and claiming breach of fiduciary duties, fraud, conspiracy, and conversion. Ms. Parmer also named as defendants three attorneys who were involved in the transaction, Thomas Kupec, Brandon Kupec, and Gregory Morgan. The Kupecs represented Mr. Brozik and Secure US; Gregory Morgan is unaffiliated with the Kupecs and presided over the secured party sale on May 5, 2012. Against the attorney defendants, Ms. Parmer raised the same claims that she raised against Mr. Brozik and MB Security, and added claims of negligence, legal malpractice, and breach of contract. In February of 2014, Ms. Parmer sought to terminate the management agreement with MB Security. By agreed order, the parties terminated the agreement and transferred operation of the business to Ms. Parmer. Additionally, Mr. Brozik and MB Security were unsuccessful in their attempts to have the circuit court dismiss Ms. Parmer's fraud claim on the basis that it lacked specificity.
Mr. Brozik and MB Security filed their answer and a counterclaim in August of 2014. In their counterclaim, they asserted breach of contract, tortious interference with business opportunities, and conversion of Mr. Brozik's personal property. In addition, Mr. Brozik and MB Security filed a third-party complaint against Kourt Security, the entity that had purchased the Secure US assets from Ms. Parmer during the pendency of this case below. Against KourtSecurity, Mr. Brozik and MB Security raised claims of tortious interference and conversion, and sought indemnification and contribution for any damages that may be awarded to Ms. Parmer.
Following discovery, the parties filed dispositive motions. Mr. Brozik and MB Security moved for summary judgment on Ms. Parmer's breach of fiduciary duty, fraud, and conspiracy claims, and also argued that Ms. Parmer suffered no damages. The circuit court denied Mr. Brozik's and MB Security's motion by order entered in November of 2015. Kourt Security was granted summary judgment with respect to Mr. Brozik's conversion of lost wages and profits and tortious interference claims. Mr. Brozik's claim that Kourt converted his personal property, his claims of quantum meruit for rent, and property damage claim survived summary judgment. Additionally, the circuit court dismissed Mr. Brozik's and MB Security's claim against Kourt Security for indemnification and contribution. The circuit court granted summary judgment in favor of the Kupecs and Mr. Morgan only with respect to Ms. Parmer's conspiracy claim. Finally, Ms. Parmer sought partial summary judgment in which she sought a declaration that she purchased Secure US's assets subject to a judgment lien held by Security Alarm Financing Services, Inc. ("SAFE"), which the circuit court denied.3
After addressing the parties' respective motions, the following claims were presented to the jury: (1) Ms. Parmer's claims of fraud, breach of contract, and breach of fiduciary duty against Mr. Brozik and MB Security; (2) Ms. Parmer's claims of fraud, breach of fiduciary duty, legal malpractice, and negligence against the Kupecs and Mr. Morgan; and (3) Mr. Brozik's and MB Security's claims of conversion of personal property, property damage, and quanum meruit for rent against Kourt Security. The case proceeded to a jury trial in December of 2015.4
The evidence revealed that Mr. Brozik's financial difficulties, at least as they related to the present litigation, began around 2008. Secure US defaulted on a loan that it had obtained in 2007 from LaSalle Bank, which was later acquired by Bank of America. Bank of America suedSecure US in the United States District Court of the Northern District of Illinois as a result of the default, and was granted summary judgment on the $3.5 million owed on the LaSalle Bank note. Secure US was ordered to turn over its assets that it had pledged as collateral on the note. To avoid Bank of America's collection efforts, in 2009, Mr. Brozik sought help from ...
To continue reading
Request your trial