Pristine Jewelers NY, Inc. v. Broner
| Decision Date | 15 October 2021 |
| Docket Number | 18-cv-12155 (LJL) |
| Citation | 567 F.Supp.3d 472 |
| Parties | PRISTINE JEWELERS NY, INC., Plaintiff, v. Adrien BRONER, Ravone Littlejohn, and About Billions, LLC, Defendants. |
| Court | U.S. District Court — Southern District of New York |
Matthew Alan Kaufman, New York, NY, for Plaintiff.
Arnold C. Joseph, Joseph and Associates, Philadelphia, PA, Dmitriy Shakhnevich, The Law Firm of Dmitriy Shakhnevich, P.L.L.C., Brooklyn, NY, for Defendant Ravone Littlejohn.
AMENDED FINDINGS OF FACT AND CONCLUSIONS OF LAW
This case concerns a dispute over payments for the sale of jewelry. Plaintiff Pristine Jewelers, NY, Inc. ("Pristine" or "Plaintiff") brings this action against defendants Adrien Broner ("Broner"), About Billions, LLC ("AB"), and Ravone Littlejohn ("Littlejohn" and collectively with Broner and AB, "Defendants") seeking damages under the following legal claims and theories: "Goods Sold and Delivered" (Claim One), Dkt. No. 1 ("Compl.") ¶¶ 9-128; "Account Stated" (Claim Two), id. ¶¶ 129-132; "Quantum Meruit" (Claim Three), id. ¶¶ 133-138; "Dishonored Check" (Claim Four), id. ¶¶ 139-144; "Personal Liability on Dishonored Check" (Claim Five), id. ¶¶ 145-151; "Fraudulent Inducement" (Claim Six), id. ¶¶ 152-163; "Attorney's Fees" (Claim Seven), id. ¶¶ 164-169; and "Contractual Interest of 1.5% per month" (Claim Eight), id. ¶¶ 170-174. The Court previously approved a stipulation of settlement and order of dismissal between Plaintiff and Defendants Broner and AB. Dkt. No. 35. Littlejohn was not party to the stipulation and order.
Pristine and Littlejohn agreed to try the case between them by paper submission to the Court. On May 28, 2021, each party submitted a set of proposed findings of fact and conclusions of law along with the deposition transcripts and exhibits they agreed would constitute the trial record in this case.1 The record primarily consists of the deposition transcripts of Littlejohn and of Ari Davidov ("Davidov"), a representative of Pristine. The following constitute the Court's findings of fact and conclusions of law. Where the Court has not accepted testimony of Littlejohn or Davidov, that is because the Court has concluded that such testimony either is not credible or is against the weight of the evidence.
Plaintiff Pristine Jewelers NY, Inc. is a New York corporation, located at 44 West 47th Street, New York, NY. Avi Davidov is one of the two owners and officers of Pristine. Ofir Benshimon is the second owner and officer of Pristine. Pristine is in the business of selling jewelry, including custom jewelry.
Adrien Broner is a professional boxer who resides in Weston, Florida.
About Billions, LLC is a domestic for-profit LLC, registered in the state of Ohio, and is in the business of promoting amateur and professional fighters, recording artists, and live events.2 It performed boxing promotional services for several boxers in addition to Broner. AB's CEO and only employee at all times relevant herein was Littlejohn who is a resident of the state of Ohio. AB's only business is the promotion of small-time fights or "ballroom" fights. It has two accounts at PNC Bank. At the times relevant herein, the accounts were funded with the proceeds of boxing fights or by Broner's mother (with the proceeds of Broner's fights) and were used primarily to fund expenses for Broner, such as hotel bills, gasoline, cellphone expenses, or gifts for his girlfriend.
This case concerns sales in October 2017 and December 2017 of jewelry designed by Pristine for Broner. The payments for the jewelry were made in the form of checks, drawn on the bank account of AB and signed by Littlejohn, that were returned for insufficient funds. Pristine sued Broner, AB, and Littlejohn but settled with Broner and AB. Pristine now seeks to recover from Littlejohn the sums due on the checks it was unable to recover from Broner and AB. The factual questions in the case concern the relationships among Pristine, Broner, AB, and Littlejohn and the circumstances under which the jewelry came to be purchased and Littlejohn came to sign the checks.
The sales originated in a meeting between Davidov and Broner some time in 2017 at the Marriott Hotel in downtown Brooklyn. The meeting was arranged by a person introduced to Davidov only as "B-Luck"3 who was also present at the meeting. Broner advised Davidov that he was unhappy with his jeweler at the time. Davidov showed Broner pictures of the customization Davidov was doing, and Broner asked Davidov to prepare for him "renderings" of a "whole new setup," i.e., a three-dimensional model of what the jewelry would look like. Tr. Ex. 15 at 12, 15. It was contemplated that a setup would consist of a watch, necklace, chains, bracelets, and perhaps a ring. Broner specified that he wanted a pendant with the initials "AB," a diamond necklace, and a bracelet to match his necklace. Davidov understood that "AB" stood for About Billions, the company Broner stated that he and Littlejohn had started.
Approximately two weeks after the initial meeting at the Marriott Hotel, Davidov showed the renderings to Broner over FaceTime. Between the initial meeting and this FaceTime call, Davidov and Broner had conversations during which they discussed the individual prices of the items he was ordering. Broner agreed to pay the price that Davidov quoted him. Broner did not say that anyone else would pay. Davidov asked for a down payment, but Broner refused and said he would pay for all of the items once they all were completed. Davidov then spent about 30 to 60 days manufacturing the jewelry. During that period, he spoke several times with Broner and did not have any conversations with Littlejohn.
On October 13, 2017, Davidov met with Broner at Pristine's store in Manhattan to show the pieces of jewelry he had manufactured. Broner agreed to purchase the jewelry and also selected several items of women's jewelry while he was at the store. Davidov prepared a sales order for Broner's purchase of all the jewelry ("October Sales Order"). The October Sales Order listed the customers as "Adrien Broner/About Billions LLC." Tr. Ex. 13, Ex. A at 2. It also itemized ten pieces of jewelry, including seven items manufactured for Broner and the three pieces of ladies' jewelry, and noted two additional ladies' bracelets. The total sales price of the pieces of jewelry listed on the October Sales Order was $1,190,000, which was itemized as follows: $1,150,000 for the ten itemized pieces plus an additional $40,000 for "2 lady's bracelets." Id. The October Sales Order also reflected a $350,000 credit given to Broner, reflecting Broner's trade-in to Pristine of the pendant and necklace from his prior jeweler. The total amount owed by Broner, pursuant to the October Sales Order, was therefore $840,000. At the top of the October Sales Order, on the line for payment terms, Davidov handwrote: $500,000 by December" and "$300,000 by" without a date. Id. ; Tr. Ex. 15 at 58. The sales order reflected that the jewelry was being picked up at the store on October 13, 2017, but Broner did not leave the store with the jewelry because he did not have payment on him at the time.
Later that same day, Davidov and Davidov's partner Benshimon met with Broner, Broner's girlfriend, and Littlejohn at Rocco's Tacos and Tequila Bar in the Marriott Hotel at 339 Adams Street, Brooklyn, NY. Davidov brought the jewelry listed on the October Sales Order with him and gave it to Broner. In exchange, Littlejohn presented Davidov two checks. The checks were drawn on a bank account at PNC Bank in the name of AB and with an account number ending in 4027 for which Littlejohn was an authorized signatory.4 Both checks were signed by Littlejohn and were post-dated. There is no indication on the face of the checks that Littlejohn was signing in a representative capacity. The checks bear the imprint "About Billions LLC" and an address. Check number 220, drawn on PNC Bank, was dated December 15, 2017 and was in the amount of $540,000, and check number 221, drawn on PNC Bank, and dated February 1, 2018 was in the amount of $300,000. Broner and Littlejohn explained to Davidov that the checks were post-dated to correspond to dates Broner would be participating in professional boxing matches and on which he would be paid for those bouts. The funds necessary to satisfy the obligation to Pristine would be generated as a result of payments received by Broner for bouts on those dates.
On the October Sales Order, Davidov listed the numbers and amounts of the two post-dated checks. In addition to Broner's signature, the October Sales Order included Littlejohn's signature. In Davidov's words, Littlejohn signed because he "was the one that was giving the checks" and "Adrien [Broner] told [Davidov] he's going to be the one taking care of it," which Davidov understood meant that Littlejohn would be paying the bill. Tr. Ex. 15 at 37-38. In exchange, and at Broner's request, Davidov gave Littlejohn a Rolex watch as consideration for Littlejohn's agreement to pay Pristine from the AB account.
The next meeting among the parties occurred on December 13, 2017 at Pristine's store in Manhattan. Broner and Littlejohn met with Davidov, and Broner told Davidov that the majority of the jewelry that was the subject of the October Sales Order had been lost or stolen.5 Broner asked Davidov to create a new "setup" for him. Tr. Ex. 15 at 62. Davidov agreed to sell Broner five pieces of jewelry to replace some of the pieces that Broner alleged had been stolen.
Davidov created a new sales order, which listed the five pieces that Davidov agreed to make for Broner for a total of $400,000 ("December Sales Order"). Like the October Sales Order, the December Sales Order listed the customer as "Adrien Broner/About Billions LLC." Tr. Ex. 13, Ex. B at 2. The payment terms were "$500,000 by 2/15/18." Id. At the bottom of the December Sales Order, Davidov wrote "Post Date checks on 1) 12/15/17 -...
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