Rullan v. Goden

• Decision Date: 23 September 2015
• Docket Number: Civil No. CCB–12–2412.
• Citation: 134 F.Supp.3d 926
• Parties: Luis RULLAN v. Jill GODEN, et al.
• Court: U.S. District Court — District of Maryland

134 F.Supp.3d 926

Luis RULLAN

v.Jill GODEN, et al.

Civil No. CCB–12–2412.

United States District Court, D. Maryland.

Signed Sept. 23, 2015.

Peter C. Choharis, The Choharis Law Group PLLC, Washington, DC, for Luis Rullan.

Glen Alan Kendall, Jonathan Marc Davidoff, Robert Mario Fantone, Davidoff Law Firm PLLC, New York, NY, Matthew A. Haven, Mark Anthony Simanowith, Saul Ewing LLP, Baltimore, MD, Bart Colombo, Oreilly and Mark PC, Round Hill, VA, for Jill Goden, et al.

MEMORANDUM

CATHERINE C. BLAKE

, District Judge.

This contentious diversity case centers on a West Virginia summer camp and the failed professional and personal relationships between plaintiff Luis Rullan, a Spanish national, and defendants Jill Goden and her father, Fred Greenberg. Now before the court are (1) Greenberg's motion for partial summary judgment; (2) Goden's motion for partial summary judgment; (3) Rullan's cross-motion for partial summary judgment as to Greenberg; and (4) Rullan's cross-motion for partial summary judgment as to Goden. The issues have been fully briefed, and no hearing is necessary. See Local R. 105.6 (D.Md.2014). For the reasons stated below, Greenberg's motion will be denied; Goden's motion will be granted in part and denied in part; and Rullan's motions will be denied.

BACKGROUND

In 1955, Greenberg founded a summer camp called Camp White Mountain on 70.5 acres in High View, West Virginia. (Greenberg Decl. ¶ 1, Greenberg Reply Mot. Summ. J. Ex. 3, ECF No. 232–3; 2010 Camp Appraisal, Pl.'s Opp'n Goden Mot. Summ. J. Ex. 1, ECF No. 207–1). Greenberg also owned and operated (and ultimately sold) several other camps over the years. (Greenberg Decl. ¶ 1; Greenberg Dep. 42, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 15, ECF No. 206–15.) Camp White Mountain was later renamed Timber Ridge Camp ("the Camp"). (Greenberg Decl. ¶ 1.) As of 2010, Greenberg and Goden each held a 50% stake in the two entities that owned and managed the Camp: Timber Ridge, Inc. ("TRI") and Youth World, Ltd. ("YWL"). (Greenberg Decl. ¶¶ 2–3.)

Rullan began attending the Camp in 1990 at the age of six, and continued attending every summer for the next ten years. (Rullan Decl. ¶ 1, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 62, ECF No. 208–43; Greenberg Decl. ¶ 8.) He also served as a counselor at the Camp, and his four siblings attended the Camp as both campers and counselors over a period of about 20 years. (Rullan Decl. ¶ 1; Greenberg Decl. ¶ 8; Greenberg Dep. 16.) During this time, Rullan and his family became very close friends with Greenberg and Goden. (Rullan Decl. ¶ 2; Greenberg Decl. ¶ 9.) Indeed, Rullan viewed Goden "like [a] mother" and Greenberg "like [a] grandfather." (Rullan Dep. 269–70, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 17, ECF No. 206–17.) From either 2004 to 2010 (according to Rullan) or 2006 to 2010 (according to Greenberg and Goden), Rullan, like other former campers, helped recruit children to attend the Camp, and received a modest commission for each camper he recruited. (Rullan Decl. ¶ 1; Greenberg Decl. ¶ 10.)

Around 2010, Greenberg decided to "get out of the Camp business...." (Greenberg Decl. ¶ 5.) He believed Goden "was capable of running the Camp" but that she "could not manage the Camp alone and needed help[.]" (Id. ¶ 6.) In early 2010, Greenberg met with Larry Phillips, a friend of his and a successful businessman. (Id. ¶ 7.) Phillips suggested that the Camp "move ... in a new direction by adding a European partner" who was "relatively wealthy" and "could capitalize the business because ... Goden could not be the only one contributing money to keep the business afloat." (Id. ) Greenberg decided to take this advice, and in November 2010 he says he called Rullan, who he believed came from a wealthy Spanish family. (Id. ¶¶ 7, 9.)

Rullan recalls that he "talked with Goden and exchanged emails with Goden and perhaps Greenberg" during November 2010, (Rullan Decl. ¶ 3), and though "[m]ost of [his] communications in writing and by telephone were with Goden, [he] did speak with Greenberg as well," (id. ¶ 4). He says that Goden and Greenberg told him "that Greenberg was getting older, that he could no longer keep running the Camp with Goden, and that they wanted to find a partner for Goden to help manage the Camp." (Id. ) He says they "proposed that [Rullan] become Goden's partner to help her manage [the Camp] and to assist with recruiting campers from Europe." (Id. ) An email exchange between Rullan and Goden on November 3, 2010, shows that they had discussed the possibility of forming a partnership, with Rullan writing "let's talk about the possibility of beeing [sic] partners," and Goden responding "[t]his could be an amazing partnership." (2010 Goden/Rullan Emails PL 00780, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 25, ECF No. 208–6.) Rullan also says Greenberg and Goden informed him "that the Camp had hundreds of acres of land, and that the Camp's debt was limited to a mortgage of approximately $500,000, as shown on a copy of a 2009 tax return for [TRI] that [they] provided." (Rullan Decl. ¶ 4.)

Rullan and his father met with Goden and Greenberg at the St. Andrews Club House in St. Andrews, Florida, on December 7 and 8, 2010, to discuss Rullan's possible involvement in the Camp's business as an employee and/or partner. (Id. ¶ 5; Greenberg Decl. ¶ 12.) Rullan prepared a PowerPoint presentation based in part on the information Goden and Greenberg had provided him, and he presented it to Goden and Greenberg on December 7. (Rullan Decl. ¶ 5; Greenberg Decl. ¶ 13; PowerPoint Presentation, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 43, ECF No. 208–24.) The presentation included certain information on Rullan's understanding of the Camp's liabilities, including a $518,236 mortgage. (PowerPoint Presentation 21, 22.)¹ But the Camp's liabilities were actually much higher, as evidenced by an April 2010 note in favor of Capon Valley Bank for a $2.425 million loan to Greenberg, his wife, Goden, and TRI, and secured by a deed of trust on the Camp, that consolidated existing debt related to the Camp. (Capon Note, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 6, ECF No. 206–6.) Neither Goden nor Greenberg corrected Rullan's misunderstanding. (Rullan Decl. ¶ 7; Greenberg Decl. ¶ 13.)

The parties disagree as to much of what was discussed at this meeting. Rullan says Greenberg "stated that he authorized Goden to make [Rullan] her partner if she wished and, if so, that Greenberg would sell his share of the Camp to [him]." (Rullan Decl. ¶ 8.) Rullan also says the parties reached an oral employment agreement under which Rullan would recruit European campers and help Goden manage the business in exchange for an annual salary of $72,000. (Id. ¶¶ 8–11.) Rullan drafted a document titled "Minutes meeting December 7, 2010—St. Andrews" and emailed it to Goden. (Id. ¶ 12.) That document stated that Rullan "will be working as an employee for one year (starting officially in January)." (St. Andrews Minutes 1, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 49, ECF No. 208–30.) The document stated Rullan would spend six months "based in Barcelona and traveling to capture all the international campers possible," and for six months he would "be in charge of the operation of the camp with [Goden], from May to October." (Id. ) It stated that "[a]fter year one there will be a meeting to evaluate the year and see the results obtained as well as setting the partnership agreement that better suits everyone's needs." (Id. ) It also stated that "[i]f everything goes well the idea is [for Rullan] to obtain shares of the company," and that Rullan would "have to invest [i]n the company," and the amount of this investment would "be set after year one." (Id. at 1–2.) In addition, it stated that Rullan and Goden would each pay $5,000 to pay an immigration lawyer to help him get a visa, and that Rullan would have to pay $10,000 towards the creation of a new company. (Id. at 2.)

Greenberg and Goden dispute that an employment agreement was reached. Instead, they say they told Rullan he would make about $70,000 in commissions if he recruited 80 new campers per year. (Greenberg Decl. ¶ 14.) They say they also told him he could "attend the Camp during the summer of 2011 to learn from Goden how to run the Camp business, to be the liaison for the European campers he recruited, and to determine if he could work together with Goden." (Id. ¶ 20.) They also dispute that Greenberg made Goden his agent such that she could enter into legal obligations on his behalf. (Id. ¶ 19.) Further, Greenberg says that he told Rullan and his father it was important that Rullan work with Goden for at least a year before entering into any partnership, and that "lawyers would need to be involved at the right time to provide for a transaction to happen." (Id. ¶ 15.) Greenberg agrees, however, that he asked Rullan about his ability to purchase Greenberg's 50% interest in TRI and YWL at a later time, and to take on his personal guarantees and financial liabilities relating to the companies. (Id. ¶ 16.) Greenberg says Rullan and his father assured him that they had the money. (Id. ¶ 17.) Greenberg also says that to give Rullan "an ego boost," the parties discussed "the creation of a recruiting company" of which Rullan would have an equity interest. (Id. ¶ 22.)

Goden and Rullan started working together soon after the Florida meeting, (Rullan Decl. ¶ 15), and Goden began referring to Rullan as a "partner" just a few days after the meeting, (see Partner Emails 1, Pl.'s Opp'n Greenberg Mot. Summ. J. Ex. 27, ECF No. 208–8 ("I can not express enough how excited I am to have you as my partner."); id. at 2 ("I have a new European partner, Luis Rullan.").) Rullan says Goden "started to complain to [him] about Greenberg's financial demands on the Camp's funds and resources." (Rullan Decl. ¶ 16.) According to Rullan, Greenberg's wife limited his access to their substantial wealth, and Greenberg "constantly asked Goden to borrow money." (Id. ) Rullan says...