Al-Sabah v. World Bus. Lenders, LLC

Decision Date09 July 2020
Docket NumberCivil Case No. SAG-18-2958
PartiesALIA SALEM AL-SABAH, Plaintiff, v. WORLD BUSINESS LENDERS, LLC, et al., Defendants.
CourtU.S. District Court — District of Maryland

WORLD BUSINESS LENDERS, LLC, et al., Defendants.

Civil Case No. SAG-18-2958


July 9, 2020


On September 25, 2018, Plaintiff Alia Salem Al-Sabah ("Al-Sabah") filed an eleven-count Complaint against World Business Lenders, LLC ("WBL"), Sharestates Investments, LLC ("Sharestates"), IRM Plaza, LLC ("IRM Plaza"), Uptown Commercial Capital ("Uptown"), Kenneth Williams, and Robert "Bobby" Williams (collectively, "Defendants"). ECF 1. Al-Sabah seeks compensatory damages, punitive damages, attorneys' fees, and declaratory relief, stemming from an alleged conspiracy between Defendants and Jean Agbodjogbe ("Agbodjogbe") to defraud Al-Sabah out of over $7 million dollars that she transferred to Agbodjogbe from 2014 to 2016. Id. Al-Sabah initially filed suit against Agbodjogbe in this Court on March 17, 2017 ("the Agbodjogbe Lawsuit"), seeking damages arising out of the same conduct. See Complaint, Al-Sabah v. Agbodjogbe, No. SAG-17-730 (D. Md. filed Mar. 17, 2017), ECF 1.

Defendants WBL, ECF 18, Sharestates, ECF 21, IRM Plaza, ECF 29, and Bobby Williams (proceeding pro se), ECF 35, have all answered the Complaint. Defendants Uptown

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and Kenneth Williams did not file an answer. See ECF 36 (Clerk's Entry of Default). On February 22, 2019, Al-Sabah obtained a default judgment against them. ECF 39.

On April 2, 2019, Defendants WBL, Sharestates, and IRM Plaza1 (collectively, for the purposes of this Opinion, "the Lender Defendants") filed a Motion for Judgment on the Pleadings. ECF 47 ("the Motion"). Al-Sabah filed an Opposition, ECF 52, and only WBL and Sharestates replied, ECF 56. Also on April 2, 2019, the Lender Defendants filed a Motion to Stay this case, pending the outcome of the Agbodjogbe Lawsuit. ECF 48. The presiding judge at that time, United States District Judge George L. Russell III, granted the motion, and stayed this case. ECF 58. This case was thereafter transferred to United States District Judge Ellen L. Hollander, who later transferred it, and the Agbodjogbe Lawsuit, to this Court.

On March 4, 2020, after having completed its rulings on post-trial motions in the Agbodjogbe Lawsuit, this Court entered an Order lifting the stay in this case, and reinstating the Motion for Judgment on the Pleadings. ECF 62. The Court also invited the parties to submit supplemental briefing regarding the Motion, which the Sharestates, ECF 72, WBL, ECF 73, and Al-Sabah, ECF 77, have provided. The Court has reviewed all of the briefs relevant to the Motion, and finds that no hearing is necessary. See Loc. R. 105.6 (D. Md. 2018). For the reasons that follow, the Lender Defendants' Motion is granted in part and denied in part.

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For the purposes of this Motion, this Court will accept all well-pleaded factual allegations in the Complaint as true. Additionally, the Court will take judicial notice of specific facts that Al-Sabah and Agbodjogbe stipulated to in the Agbodjogbe Lawsuit, as well as the verdict the jury rendered in that case. See Fed. R. Evid. 201(b)-(d) (noting that the trial court, "at any stage of the proceeding," may, "on its own," take judicial notice of "a fact that is not subject to reasonable dispute because it . . . can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned").

A. The Underlying Conduct Between Al-Sabah and Agbodjogbe

Plaintiff Al-Sabah is a member of the Kuwaiti royal family, and resides in Kuwait. ECF 1, ¶ 11. In approximately June, 2014, Al-Sabah met Agbodjogbe when Al-Sabah purchased food for a local mosque from Agbodjogbe's restaurant. Pretrial Order, Stipulation of Fact No. 1, Al-Sabah, No. SAG-17-730 (D. Md. Jan. 20, 2020), ECF 228 [hereinafter "Agbodjogbe Lawsuit Pretrial Order"]. Even after Al-Sabah returned to Kuwait, she continued to receive regular communications from Agbodjogbe regarding the meals that she requested be delivered. Id., Stipulation of Fact No. 2. Eventually, Agbodjogbe garnered Al-Sabah's trust, and convinced her to become a part owner in his restaurant, which would be named N&A Kitchen. Together, the two would own the operating entity, N&A Kitchen, LLC, 50/50. Id., Stipulation No. 2; ECF 1, ¶¶ 23, 25-26 (the instant Complaint). Al-Sabah understood that her 50% share of the profits would be used for charitable purposes. ECF 1, ¶ 27. Al-Sabah wired Agbodjogbe her agreed-upon $150,000 contribution on September 4, 2014, see Agbodjogbe Lawsuit Pretrial Order, Stipulation No. 3, but Agbodjogbe did not follow through on the agreed-upon 50/50 ownership

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structure, and "eventually subverted [N&A Kitchen] to an LLC in which he was the sole member," ECF 1, ¶ 27.

Later, in 2014, Agbodjogbe convinced Al-Sabah to "invest in the redevelopment in properties in Baltimore's 'Howard Street Corridor,' an area of the city rife with urban decay." Id. ¶ 30. "[B]ased on the trust that Agbodjogbe had manipulatively cultivated," through discussions about their shared Muslim faith and passion for charitable work, "Al-Sabah determined that she would make personal investments in the Howard Street Corridor." Id. ¶¶ 27, 30. But since Al-Sabah "wished to remain anonymous, Agbodjogbe recommended that she establish an investment entity to hold her personal investments." Id. ¶ 31. Accordingly, Agbodjogbe formed 9 Jewels, LLC ("9 Jewels") for this purpose. Id. Agbodjogbe told Al-Sabah that she owned 9 Jewels, when in reality he was the only member of 9 Jewels; Al-Sabah lacked any ownership in the entity. Id. ¶¶ 31-32.

Throughout the next several months, from October, 2014, to July, 2015, Al-Sabah wired Agbodjogbe over $3.3 million, which she directed to be used "to purchase and renovate certain investment properties in Baltimore's Howard Street Corridor in the name of 9 Jewels." Id. ¶ 34; Agbodjogbe Lawsuit Pretrial Order, Stipulation Nos. 5-10. Specifically, Agbodjogbe, acting through N&A Kitchen, LLC, and 9 Jewels, made the following purchases of commercial real estate, all within Baltimore City, in 2015:

Purchasing Entity
Purchase Date
Property Address
N&A Kitchen, LLC
February 9, 2015
327 N. Eutaw Street
N&A Kitchen, LLC
March 17, 2015
400 N. Howard Street
9 Jewels
March 19, 2015
306-10 N. Howard Street

Agbodjogbe Lawsuit Pretrial Order, Stipulation Nos. 20-22. Agbodjogbe paid for each of these properties in cash, and the purchases were funded solely by Al-Sabah's wire transfers. Id. Agbodjogbe also used funds that Al-Sabah wired to him to purchase a personal residence at 103

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Mt. Wilson Lane in Pikesville, Maryland in January, 2015, for $469,990.00, in cash, id., Stipulation No. 19, without Al-Sabah's permission, ECF 1, ¶ 38.

In July, 2015, Al-Sabah enlisted Agbodjogbe's assistance in finding, and purchasing, an apartment in New York City, New York, for her daughter to live in while attending school. ECF 1, ¶ 42. Al-Sabah "directed Agbodjogbe that she wished to purchase the property through 9 Jewels," which she still, at the time, believed she owned. Id. Agbodjogbe worked with a realtor, and located a suitable condominium located at 325 Fifth Avenue, Apartment 11C, in New York City ("the NY Condo"). Id. ¶¶ 43-44. Al-Sabah wired $2.11 million to the 9 Jewels account for Agbodjogbe, representing the purchase price of the property, on August 6, 2015. Agbodjogbe Lawsuit Pretrial Order, Stipulation Nos. 12-13. Through 9 Jewels, Agbodjogbe completed the purchase, using the cash Al-Sabah wired, on September 3, 2015. Id., Stipulation Nos. 12-13, 24. Al-Sabah's daughter subsequently executed a lease with 9 Jewels "that had her paying monthly 'rent.'" ECF 1, ¶ 47.

Around the same time, on August 20, 2015, Agbodjogbe purchased the commercial real estate located at 5722 York Road, through an LLC he created in his own name, 5722 York Road, LLC. ECF 1, ¶ 39. Al-Sabah lacked any knowledge of this purchase, or of the formation of this new LLC, id., despite the fact that Agbodjogbe paid the entire purchase price of $525,000 using cash that she had previously wired him, Agbodjogbe Lawsuit Pretrial Order, Stipulation No. 23.

Thereafter, from September, 2015, to April, 2016, Al-Sabah wired Agbodjogbe a little over $2.05 million "for the purpose of completing the renovation" of the properties located at 327 North Eutaw, 306-10 North Howard, and 400 North Howard. Id. ¶ 40; see Agbodjogbe Lawsuit Pretrial Order, Stipulation Nos. 14-18 (indicating the wire transfers). In all, Al-Sabah wired Agbodjogbe over $7.8 million dollars from September, 2014, to April, 2016.

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In the spring of 2016, however, Al-Sabah "began to grow suspicious of Agbodjogbe's behavior and motives." Id. ¶ 116. While some of the renovations had been made to the subject properties, others had not, despite Agbodjogbe's representations otherwise. Id. When Agbodjogbe's continued explanations proved unsatisfactory, Al-Sabah began demanding "documentation relating to the entities purportedly formed and transactions purportedly entered into by Agbodjogbe on her behalf." Id. Al-Sabah's initial demands were met "with further delays and misrepresentations," and eventually, by November, 2016, Agbodjogbe "cut[] off all communication with her." Id. ¶¶ 117-18.

On March 17, 2017, Al-Sabah filed suit against Agbodjogbe in this Court. See Complaint, Al-Sabah, No. SAG-17-730 (D. Md. filed Mar. 17, 2017), ECF 1. She sought to recover, in compensatory damages, the money that she claimed Agbodjogbe defrauded her of, and requested either a declaratory judgment that she owned the properties at issue, or imposition of a constructive trust over the properties. Id. Also, "[b]y no later than March 22, 2017," Al-Sabah filed a Notice of Lis Pendens in the Circuit Court for Baltimore County, Maryland, "alerting potential purchasers or mortgagers . . . that Agbodjogbe had been sued for fraud."...

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