Stillwagon v. Innsbrook Golf & Marina, LLC

• Decision Date: 12 November 2014
• Docket Number: No. 2:13-CV-18-D,2:13-CV-18-D
• Court: U.S. District Court — Eastern District of North Carolina
• Parties: WILLIAM C. STILLWAGON, Plaintiff, v. INNSBROOK GOLF & MARINA, LLC, et al., Defendants.

WILLIAM C. STILLWAGON, Plaintiff,
v.
INNSBROOK GOLF & MARINA, LLC, et al., Defendants.

No. 2:13-CV-18-D

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NORTH CAROLINA NORTHERN DIVISION

November 12, 2014

ORDER

On May 4, 2012, William C. Stillwagon ("Stillwagon" or "plaintiff") filed a second amended complaint against Innsbrook Golf & Marina, LLC, also known as Innsbrook Golf & Boat, LLC ("Innsbrook"), Rial Corporation ("Rial"), Richard Rieder, and Alois Rieder (collectively "defendants"), alleging breach of a written contract (count one) or, alternatively, breach of an oral contract (count two) [D.E. 47]. On October 4, 2013, defendants moved for partial summary judgment on count one [D.E. 104]. On July 14, 2014, defendants moved for partial summary judgment on count two [D.E. 156]. On August 29, 2014, this court granted defendants' motion for partial summary judgment on count one [D.E. 169]. As explained below, the court now grants defendants' motion for partial summary judgment on count two. The court also denies plaintiff's motion for reconsideration concerning count one and denies plaintiff's motion to amend the order for partial summary judgment concerning count one in order to permit an interlocutory appeal.

I.

The court briefly recites the relevant facts. For more detail, see Stillwagon v. Innsbrook Golf & Marina, LLC, No. 2:11-CV-1338, 2013 WL 1180312, at *1-4 (W.D. Penn. Mar. 20, 2013)

Page 2

(unpublished) ("Stillwagon I"), and Stillwaeon v. Innsbrook Golf & Marina, LLC, No. 2:13-CV-18-D, 2014 WL 4272766, at *1-3 (E.D.N.C. Aug. 29, 2014) (unpublished) ("Stillwaeon II").

Stillwagon, a licensed Pennsylvania attorney, is Richard Rieder's cousin. See Stillwagon Decl. [D.E. 113-1] ¶¶ 2-3. Defendants Richard Rieder and his son, Alois Rieder, are residents of Austria and the principal owners of two foreign companies, Watersprings Development ("Watersprings") of Switzerland and Nufin Anstalt ("Nufin") of Liechtenstein. See Alois Rieder Decl. [D.E. 105-16] ¶ 2; Richard Rieder Decl. [D.E. 105-16] ¶ 2; Second Am. Compl. [D.E. 47] ¶ 9. These companies are shareholder owners of defendant Rial, a North Carolina corporation. Second Am. Compl. ¶¶ 3, 10. Rial is the sole shareholder of defendant Innsbrook, a North Carolina limited liability company. See id. ¶¶ 2, 10.

In 1980, Stillwagon began to work for Richard Rieder. Stillwagon Decl. ¶ 1. Although the parties worked together for decades, they dispute the nature of their relationship. Stillwagon claims that Richard Rieder retained him "to generally manage and assist [Rieder] with his business affairs in the United States." Id. To that end, Stillwagon says, he served as president of Rial, managed the finances of various Rieder enterprises, and managed and supervised the development of multiple North Carolina properties, including a residential community and accompanying golf course in Bertie County, North Carolina ("Innsbrook Project"). See id. ¶¶ 4-12. Defendants, on the other hand, claim that Richard Rieder retained Stillwagon to serve as an attorney, not a businessman, and that although Stillwagon "also served in various positions as an officer and board member for Rial and Innsbrook, as well as other companies used to manage investments in the United States, he . . . served continuously as legal counsel for [defendants]." Alois Rieder Decl. ¶¶ 4-6; see Richard Rieder Decl. ¶¶ 4-5, 7-8; Scheffauer Decl. [D.E. 105-16] ¶¶ 4-8; Niederkofler Decl. [D.E. 105-14] ¶¶ 5-9.

Page 3

In 2004, Stillwagon began work on the Innsbrook Project, a residential and golf-course development. Stillwagon Decl. ¶¶ 10-12. Stillwagon alleges that he entered into an oral agreement in which he would be paid 2.5% of the project revenues and a monthly salary. Id. ¶ 12. On February 19, 2008, Stillwagon sent a letter to Wilfried Niederkofler ("Niederkofler") asking for confirmation of his compensation at "2.5% of gross revenues from lot sales" and a monthly salary of $5,000. See Pl.'s Mem. Supp. Mot. Summ. J., Attach. 1 [D.E. 145-1], 74. On January 20, 2009, Niederkofler, acting as defendants' agent, see id. 72-73, sent a letter to Stillwagon in which he confirmed "the verbal agreements" between the Rieders and Stillwagon. Id. 97. According to these agreements, Stillwagon would receive 2.5% for gross sales and a salary of $5,000 per month. Id.

In early August 2009, Niederkofler told Stillwagon that "[his] services were no longer needed for any of the Rieder projects" and suggested that Stillwagon resign. Stillwagon Decl. ¶ 32. On August 27, 2009, Stillwagon sent a letter to Niederkofler informing the Rieders that he wished to leave Rial and Innsbrook. Pl.'s Mem. Supp. Mot. Summ. J., Attach. 1, 99-100. Stillwagon noted the "original agreement" of a 2.5% commission for gross sales and requested a severance payment of $3.25 million or, in the alternative, a lump sum of $1.6 million. Id. On November 9, 2009, the parties entered into a written severance agreement as "a termination and release of that [oral] contract." Id. 107-10. The written agreement called for the defendants to make four annual payments of $300,000 to Stillwagon beginning on April 1, 2010. Id. 107. The defendants failed to make the second payment in April 2011, and Stillwagon filed suit, alleging a breach of the written severance agreement or, in the alternative, a breach of the alleged original oral contract. See Second Am. Compl. ¶¶ 49-61.

On August 29, 2014, this court found the written severance agreement unenforceable as a matter of law and granted defendants' motion for partial summary judgment on count one. See

Page 4

[D.E. 169]. The court now considers defendants' motion for partial summary judgment on count two, the alleged breach of oral contract claim.

II.

Summary judgment is appropriate if the moving party demonstrates that there is no genuine dispute as to any material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). The party seeking summary judgment bears the initial burden of showing an absence of genuine dispute of material facts or the absence of evidence to support the nonmoving party's case. See Celotex Corp. v. Catrett, 477 U.S. 317. 325 (1986) If a moving party meets its burden, the nonmoving party must "come forward with specific facts showing that there is a genuine issue for trial." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (quotation and emphasis omitted). There is a genuine issue for trial if there is sufficient evidence favoring the nonmoving party for a jury to return a verdict for that party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986). "The mere existence of a scintilla of evidence in support of the plaintiff's position [is] insufficient." Id. at 252; see Beale v. Hardy, 769 F.2d 213, 214 (4th Cir. 1985) ("The nonmoving party, however, cannot create a genuine issue of material fact through mere speculation or the building of one inference upon another."). Only factual disputes that might affect the outcome under substantive law properly preclude summary judgment. Anderson, 477 U.S. at 248. In reviewing the factual record, the court views the facts in the light most favorable to the nonmoving party and draws reasonable inferences in that party's favor. Matsushita, 475 U.S. at 587-88.

North Carolina law governs the oral contract claim. See Stillwagon I, 2013 WL 1180312, at *7. In construing North Carolina law, the court must attempt to predict what the Supreme Court of North Carolina would do if it "were faced with this [case]." Teague v. Bakker, 35 F.3d 978, 991

Page 5

(4th Cir. 1994). In doing so, the court may consider cases from the North Carolina Court of Appeals, treatises, and the practices of other states. See Twin City Fire Ins. Co. v. Ben Arnold-Sunbelt Beverage Co. of S.C., 433 F.3d 365, 369 (4th Cir. 2005).

To prove breach of contract under North Carolina law, a plaintiff must prove (1) the existence of a valid contract, and (2) breach of the terms of the contract. See McLamb v. T.P. Inc., 173 N.C. App. 586, 588, 619 S.E.2d 577, 580 (2005), disc. rev. denied, 360 N.C. 290, 627 S.E.2d 621 (2006); Poor v. Hill, 138 N.C. App. 19, 26, 530 S.E.2d 838, 843 (2000); Jackson v. Carolina Hardwood Co., 120 N.C. App. 870, 871, 463 S.E.2d 571, 572 (1995). To be enforceable, a contract requires assent, mutuality, and definite terms. See Horton v. Humble Oil & Ref. Co., 255 N.C. 675, 679, 122 S.E.2d 716, 719 (1961). To recover compensatory damages for a breach of contract, a plaintiff "must present evidence with sufficient completeness to permit a reasonable determination of damages." Esteel Co. v. Goodman, 82 N.C. App. 692, 698, 348 S.E.2d 153, 157 (1986) disc. rev. denied, 318 N.C. 693, 351 S.E.2d 745 (1987).

A genuine issue of material fact exists concerning whether a valid oral contract existed between Stillwagon and the defendants. Defendants contend that there was no oral contract because the payment terms were undefined. Defs.' Mem. Supp. Mot. Partial Summ. J. [D.E. 157] 11-12. To have an enforceable contract, "there must be a meeting of the minds of the contracting parties upon all essential terms and conditions of the contract." O'Grady v. First Union Nat'l Bank, 296 N.C. 212, 221, 250 S.E.2d 587, 594 (1978). Price is an essential term. Apple Tree Ridge Neighborhood Ass'n v. Grandfather Mountain Heights Prop. Owners Corp., 206 N.C. App. 278, 283, 697 S.E.2d 468, 472 (2010). As support for their contention that the payment...