Taylor v. Bartolucci, CIVIL NO. 19-00494 JAO-KJM
| Decision Date | 26 February 2020 |
| Docket Number | CIVIL NO. 19-00494 JAO-KJM |
| Parties | TAMMY SUE TAYLOR, Plaintiff, v. WILLIAM L. BARTOLUCCI, JR. Defendant. |
| Court | U.S. District Court — District of Hawaii |
This case is about a property dispute between Plaintiff Tammy Taylor ("Plaintiff") and Defendant William Bartolucci, Jr. ("Defendant"). Plaintiff contends Defendant fraudulently induced her to convey her property to him and then breached his promises to allow her to remain on that property while he renovated it and to split the proceeds with her after he sold it, and so is liable for fraud, breach of contract, promissory estoppel, and unjust enrichment. Defendant moves for summary judgment on all of Plaintiff's claims, as well as his counterclaims for ejectment and trespass. See ECF No. 19. For the reasons stated below, Defendant's Motion for Summary Judgment is GRANTED.
When she was married, Plaintiff and her husband owned property in Kawaihae, Hawai'i (the "Property"). Def.'s CSF ¶ 1. During their divorce proceedings, a state court judge directed them to sell that Property. Id. ¶ 2. According to Plaintiff, the market value of the Property is about $575,000. Pl.'s CSF ¶ 5. Plaintiff spoke with a friend, Amber Chatwin, about needing to sell the Property, and eventually Ms. Chatwin's companion, Defendant, agreed to purchase the Property. Def.'s CSF ¶¶ 3-5. Before the divorce was final, Plaintiff and Defendant orally agreed that (1) Defendant would purchase the Property for $200,000 less than market value, make improvements to the Property, and receive 50% of any rental income generated by a portion of the Property; and (2)Defendant would pay Plaintiff's ex-husband $43,000. Id. ¶¶ 50-51; Pl.'s CSF ¶ 7.
On August 23, 2017, the state court entered a Divorce Decree terminating Plaintiff's marriage. Def.'s CSF ¶ 6. The Divorce Decree states:
The parties' real property shall be transferred to [Defendant] in exchange for the satisfaction of the existing mortgages on the real property, the two tax obligations concerning the real property, the personal debts owed to Amber Chatwin and to [Plaintiff's mother], and [Plaintiff's ex-husband] shall also separately receive, as his sole and separate property, the sum of $43,000.00, with $5,000 of that sum to be paid or available to him within three (3) days from entry of the Decree.2
ECF No. 20-3 at 7. Sometime before September 2017, the parties also orally agreed that Plaintiff could remain living at and operating her business on the Property, that after successful remodeling she would pay Defendant $2,700 in rent until they agreed to sell the Property, and that when they sold the Property she would receive 90% of the proceeds and Defendant would receive the remaining 10%. Pl.'s CSF ¶ 7; Def.'s CSF ¶¶ 50, 52.
On August 30, 2017, Plaintiff's attorney sent her a draft Purchase and Sale Agreement ("PSA"), which she then forwarded to Defendant. Def.'s CSF ¶ 9. On September 11, 2017, Plaintiff sent Defendant another version of the PSA. Id. ¶ 12. On September 18, 2017, the escrow company emailed Defendant the PSA that Plaintiff and her ex-husband had executed, id. ¶¶ 13-14, and Defendant executedhis signature page of the PSA that same day, id. ¶ 15.
The final executed PSA is dated September 11, 2017 and provides that Plaintiff and her ex-husband would transfer the Property to Defendant "free from any existing . . . lease, tenancy, right of use or occupancy" in exchange for Defendant paying: $5,000 to Plaintiff's ex-husband (which he had already done per the terms of the Divorce Decree); the rest of the money owed under the terms of the PSA and Divorce Decree, including the remaining $38,000 owed to Plaintiff's ex-husband; and all other liens on the Property, including the two mortgages and the debts owed to Amber Chatwin and Plaintiff's mother. Id. ¶¶ 16-17; see also ECF No. 20-8 ¶¶ 2(d), 3. The PSA provides that Plaintiff would deliver a deed transferring good and marketable title to the Property to Defendant and that Defendant would be entitled to possession of the Property, and that the existing occupants other than Plaintiff, her mother, and her son would vacate the Property before the closing date. See ECF No. 20-8 ¶¶ 4(b), 5(b), 7. The PSA also contains an integration clause, stating:
This Agreement may be amended only by a writing signed by each of the parties hereto. This Agreement constitutes the full and complete understanding between the parties and all agreements and/or contracts, either oral or written, or other legal instruments, are hereby superseded upon execution of this Agreement.
In early November 2017, before closing, Plaintiff's attorney passed away. Def.'s CSF ¶ 19. Plaintiff contends that her attorney had been working on putting the parties' oral agreements recounted above into writing, but passed away before their completion. Pl.'s CSF ¶ 8. Still, she thought the parties agreed to move forward with those oral agreements, and that when Defendant "presented a written agreement" for Plaintiff to sign—presumably the PSA back in September—he led Plaintiff to believe the oral agreement had not changed. Pl.'s CSF ¶ 10. It is undisputed, though, that the entirety of the oral agreement is not contained within the PSA,3 and that the parties never amended the PSA in any signed writing. Def.'s CSF ¶ 54. Plaintiff says she would not have signed the PSA if she understood what it meant, or knew Defendant's true intentions. Pl.'s CSF ¶ 12. But it is undisputed that, in August 2017, Plaintiff's attorney prepared and sent her the draft PSA and was still alive and representing her when she signed it in September 2017. Def.'s CSF ¶¶ 8-12, 14-16; ECF No. 20-4; ECF No. 20-24 at 70:5-71:2.
Shortly after Plaintiff's attorney passed away in November 2017, Plaintiff signed a statement reflecting that the estimated sales price would be $368,711.73, and also signed another statement indicating that all terms and conditionscontained in the PSA had been satisfied or were waived. Def.'s CSF ¶¶ 21-22; ECF No. 20-12. On November 22, 2017, Plaintiff and her ex-husband conveyed title to the Property to Defendant by Apartment Deed. Def.'s CSF ¶ 23. Defendant had, in exchange, paid deposits of $38,000 and $335,212, which satisfied or released the mortgages and liens on the Property. Id. ¶ 24.
After closing, Defendant allowed Plaintiff to reside on the Property rent-free through May 2018. Id. ¶ 27. Plaintiff contends the Property was uninhabitable due to construction beginning in February 2018, that only her mother stayed at the Property at this time, and that she and her family were allowed to move back in in April 2018, even though there was no functioning bathroom or kitchen. Pl.'s CSF ¶¶ 13-15. Plaintiff paid Defendant $2,700 in rent each month during June, July, and August of 2018. Id. ¶ 28. She contends Defendant's intent became clear around this time, when he began referring to her as a "tenant" rather than a "partner." Pl.'s CSF ¶ 11. She also states that, in June, August, and September 2018, she informed Defendant of certain dangerous electrical issues at the Property. Id. ¶ 17-19.
In October 2018, Plaintiff informed Defendant she had difficulty paying rent for three months, Def.'s CSF ¶ 30, and Defendant responded that because Plaintiff did not have a lease, she could leave at any time, but also informed her she was now two months behind on rent, id. ¶¶ 31-32. Plaintiff objected to the conditionsof the Property and believed she could withhold rent due to these conditions, but also told Defendant that she did not expect to live on the Property for free and that the parties needed to put their agreement in writing. Id. ¶¶ 33-36; Pl.'s CSF ¶¶ 20-21. Defendant responded to Plaintiff through a letter from his lawyer that demanded $5,400 in unpaid rent and gave Plaintiff 45 days' notice to vacate the Property, citing HRS § 521-71(a).4 Def.'s CSF ¶ 37. Plaintiff wrote back to Defendant's attorney, stating that she began paying rent even though details about her use and occupancy were not yet in place, but stopped paying rent because the house was not habitable and the terms of their agreement remained unsettled. Id. ¶ 39.
Plaintiff admits Defendant has title to the Property—but argues it was obtained via fraud and asserts a right of possession due to the parties' oral agreement, which was made before the parties signed the PSA. Id. ¶¶ 44-53.Since closing and until recently, Plaintiff has operated a commercial bakery on the Property, which generates $15,000 in monthly sales, has paid rent only for the three months described above, and refuses to vacate the Property. Id. ¶¶ 55-57, 60-61. Plaintiff reports that, in November and December 2019, Defendant's construction resulted in a water shutdown and the blocking of driveways which have interfered with her ability to conduct business on the Property. Pl.'s CSF ¶¶ 24, 30-35.
Plaintiff filed suit in state court, alleging claims for fraud (Count I); unjust enrichment (Count II); promissory estoppel (Count III); and breach of contract (Count IV). See ECF No. 1-2. Defendant removed the action to federal court, see ECF No. 1, and then filed counterclaims against Plaintiff for trespass (Counterclaim I); ejectment (Counterclaim II); unjust enrichment (Counterclaim III); and abuse of process (Counterclaim IV). See ECF No. 6. Defendant seeks summary judgment in his favor on all of Plaintiff's claims, and also requests summary judgment on his claim for ejectment and as to liability for his claim for trespass. See ECF Nos. 19, 20, 27. Plaintiff opposes Defendant's motion. See ECF Nos. 25, 26. The Court held a hearing on Defendant's motion on January 24,2020.5
"A party may move for summary judgment, identifying each claim or defense—or the part of each claim or defense—on which summary judgment is sought." Fed. R. Civ. P. 56(a). The Court "shall grant summary judgment...
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