nTech Sols. v. Meta Dimensions, Inc.

• Docket Number: CIVIL 1:21-cv-00673-JMC
• Decision Date: 01 September 2023
• Parties: NTECH SOLUTIONS, INC. T/A NTECH WORKFORCE, Plaintiff, v. META DIMENSIONS, INC., ET AL, Defendants.
• Court: U.S. District Court — District of Maryland

1

NTECH SOLUTIONS, INC. T/A NTECH WORKFORCE, Plaintiff, v. META DIMENSIONS, INC., ET AL, Defendants.

CIVIL No. 1:21-cv-00673-JMC

United States District Court, D. Maryland

September 1, 2023

MEMORANDUM OPINION

J Mark Coulson, United States Magistrate Judge

Plaintiff nTech Solutions, Inc. filed this breach of contract action on March 17, 2021, against Defendants Amit Prakash, Shilpi Goel and Meta Dimensions, Inc. (“Defendant Meta”). (ECF No. 1). Plaintiff's Complaint contained six counts (1) Breach of Contract (the Bill of Sale) against all Defendants, (2) Breach of Contract (the Escrow Agreement) against Defendant Meta and an escrow agent, (3) Unjust Enrichment (in the alternative) against all Defendants, (4) Fraud (Intentional Misrepresentation - Concealment) against all Defendants, (5) Fraud (Intentional Misrepresentation) against all Defendants, and (6) Declaratory Judgment against Defendant Meta and an escrow agent. (ECF No. 1 at pp. 7-16).^[1] On October 19, 2021, District Court Judge Russell referred this case to the undersigned for all further proceedings. (ECF No. 31). Presently before the Court is Plaintiff's Motion for Discovery Sanctions and Partial Summary Judgment (ECF No. 72).^[2] Defendants have failed to respond to the Motion and it is therefore unopposed. The Court finds that no hearing is necessary. Loc. R. 105.6 (D. Md. 2021). For the reasons explained below, Plaintiff's Motion is GRANTED.

I. BACKGROUND

A. Facts Underlying Plaintiff's Claim

Plaintiff wished to become a tier 1 service provider for Century/Tel Service Group, LLC (“CenturyTel”) and a service provider and vendor for Digital Intelligence Systems, LLC (“DiSys”). (ECF No. 72-2 at p. 1). Meta was a party to an existing tier 1 contract with CenturyTel (“CenturyTel Contract”) and already had a contract with DiSys (“DiSys Contract”), so Plaintiff's president, Surajit Sengupta, contacted Defendants to acquire both contracts from Meta. Id. at p. 2. On or about October 20, 2020, Meta and Plaintiff executed a Bill of Sale detailing the assignment and assumption of both contracts by Meta and Plaintiff, respectively. (ECF No. 72-2 Ex. 2). Mr. Sengupta executed the Bill of Sale on behalf of Plaintiff, and Defendant Goel executed the Bill of Sale individually and on behalf of Defendant Meta. Defendants Meta and Goel expressly warranted that both at signing of the Bill of Sale and its closings:

1. The CenturyTel Contract and the DiSys Contract were and would be “in full force and effect and . . . valid and enforceable in accordance with its terms”;

2. The CenturyTel Contract and the DiSys Contract were and would be “assignable by [Defendant Meta to Plaintiff] without the consent of any other Person . . .”;

3. No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a breach of, or give Defendant Meta or any other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract that is being assigned to or assumed by Plaintiff pursuant to this Agreement; and

4. Defendant Meta has not given to or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Contract which is being assigned to or assumed by Plaintiff.

(ECF No. 54-1, Ex. 1 at p. 2). The Bill of Sale also provided that Defendant Meta and its shareholders would be held “jointly and severally” liable to Plaintiff for damages arising out of any breach of the Bill of Sale committed by Defendant Meta. See (ECF No. 54-2, at p. 5, § 6.b). Meta and Plaintiff further entered into an Escrow Agreement on or about that same day, which designated an escrow agent to hold the purchase price to be distributed in two installments: once when the conditions to closing of the CenturyTel Contract were satisfied and once when the conditions to closing of the DiSys Contract were satisfied. (ECF No. 72-2 at p. 2).

The CenturyTel Contract purportedly closed on December 17, 2020. Id. Accordingly, Plaintiff instructed the escrow agent “to disburse to Meta the portion of the purchase price allocated to the CenturyTel Contract ....” Id. at p. 3. But unbeknownst to Plaintiff at that time, CenturyTel had already terminated the CenturyTel Contract because Meta breached the CenturyTel Contract. Id. Thus, Meta had no valid contract or rights to assign to Plaintiff at the time Plaintiff instructed the escrow agent to disburse the purchase price for the CenturyTel Contract. Id. Plaintiff learned of this in January 2021 when CenturyTel informed Plaintiff that Plaintiff would not be a tier 1 vendor. Id.^[3]

B. Procedural History

The procedural history of this case is fully explained in this Court's January 20, 2023 Memorandum Opinion granting in part and denying in part Plaintiff's prior Motion for Summary Judgment Against all Defendants. (ECF No. 60). To summarize, Judge Russell entered an Order Granting Judgment by Default Against all Defendants on June 17, 2021, because Defendants failed to timely file an answer to Plaintiff's complaint. (ECF No. 18). Default judgment was subsequently entered against all Defendants in the amount of One Hundred Fifty-Three Thousand Sixty-Seven Dollars and Fifty Cents ($153,067.50), plus costs of that action. Id. Judge Russell vacated the default judgment against Defendants on September 21, 2021, though, before referring this case to the undersigned for all further proceedings on October 19, 2021. (ECF Nos. 26, 31).

Plaintiff then filed a Motion for Summary Judgment Against all Defendants on October 24, 2022. (ECF No. 52). Defendants failed to respond to that motion. In the Court's resulting Memorandum Opinion dated January 20, 2023, the Court granted summary judgment regarding Count I as to Defendant Goel but denied summary judgment as to Defendant Prakash and denied as moot as to Defendant Meta. (ECF No. 61). The Court denied summary judgment as to Defendant Prakash because Plaintiff did not present evidence that Defendant Prakash was a shareholder of Meta and therefore contractually obligated to Plaintiff regarding Count I. (ECF No. 60 at p. 11; ECF No. 54-2, at p. 5, § 6.b). Additionally, the Court denied summary judgment on Count IV as to Defendant Goel because Plaintiff “offered no evidence regarding any actions by Defendant Goel which demonstrate the requisite intent to deceive” necessary to support summary judgment for intentional misrepresentation through concealment. (ECF No. 60 at p. 12). This Court also entered default judgment against Defendant Meta on Counts I (breach of the Bill of Sale), IV (fraud by concealment) and V (fraud by misrepresentation) in the amount of Ninety-Nine Thousand Four Hundred Dollars ($99,400), plus the costs of that action. (ECF No. 61). Counts II and VI were mooted during the litigation and Count III has been partially mooted because denying summary judgment regarding Count I as to Defendant Prakash still renders Defendant Prakash's liability for unjust enrichment a possibility. (ECF No. 72-2 at p. 4). Therefore, after the Court's January 20, 2023 Memorandum Opinion, the remaining claims in this action regard Counts I and III as to Defendant Prakash, Count IV as to Defendants Prakash and Goel, and Count V as to Defendants Prakash and Goel.^[4]

The Court instructed both parties on March 27, 2023, via letter order to provide the Court position letters indicating their understanding of the status of the case by March 31, 2023. (ECF No. 66). In that letter order, the Court noted that “Defendants have frustrated the progression of this case through their lack of participation” because Defendants, up to that point, had failed to timely file their answer to the original complaint, failed to respond to the above-mentioned motion for summary judgment, and failed to answer various discovery requests. Id. at p. 2. Only Plaintiff timely followed the Court's directive. Plaintiff then filed a Motion to Compel on April 10, 2023, to require Defendants to answer outstanding written discovery inquiries and attend depositions since Defendants continuously refused to respond to Plaintiff's discovery requests and blatantly ignored this Court's directive. (ECF No. 70). Defendants yet again failed to respond, and the Motion to Compel went unopposed. Accordingly, this Court granted the Motion to Compel on April 24, 2023, and expressly warned that “failure to respond to discovery requests or appear for depositions . . . may result in sanctions, which may include certain facts being deemed admitted for purposes of forthcoming motions for summary judgment.” (ECF No. 71) (emphasis added).^[5] Defendants yet again failed to respond to Plaintiff's discovery requests and Plaintiff now asks this Court to intervene. Specifically, Plaintiff filed a Motion for Discovery Sanctions and Partial Summary Judgment seeking (1) to have certain facts deemed admitted as a sanction on Defendants for their failure to comply with this Court's letter order, (2) to obtain summary judgment on the remaining active Counts given those admissions, and (3) punitive damages. See generally (ECF No. 72). In other words, Plaintiff seeks the very sanctions that this Court warned Defendants of for their continuous failure to participate in the case sub judice. Defendants have again failed to respond to the Motion, making the Motion unopposed.

II. Standard of Review

Federal Rule of Civil Procedure 56(a) requires the Court to “grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a...