The opinion of the court was delivered by: Yvette Kane, Chief Judge United States District Court Middle District of Pennsylvania
Before the Court are Defendants' motion for summary judgment and Plaintiffs' motion for leave to file an amended complaint. (Doc. Nos. 13-14.) Both parties have briefed the motions, and both motions are ripe for disposition. For the following reasons, the Court will deny Defendants' motion for summary judgment and grant Plaintiffs' motion for leave to file an amended complaint.
This case involves the dissolution of a partnership -- the Gettysburg Hotel Investors Limited Partnership ("GHI") -- between Plaintiff Bullet Land and Defendant Joseph Thal, created to renovate, restore, and operate the historic Gettysburg Hotel, and the subsequent bid by Bullet Land to purchase Thal's interest in the partnership.*fn1
At the core of this dispute is an unfinished appraisal process entered into by Bullet Land and Thal to effect the purchase of Thal's interest in GHI. The parties agreed to enter into the appraisal process in order to determine the fair market value of Thal's interest. Precisely where the parties are in that process remains to be determined -- Bullet Land suggests it never truly began, Thal suggests it is all but complete. Why the purchase has not occurred also remains to be determined -- Bullet Land suggests that the appraisal process went awry, Thal suggests that Bullet Land backed out because the price was too high. Finally, why the parties agreed to begin the appraisal process is disputed -- Bullet Land suggests that it was to effect the purchase of the land, Thal suggests that it was to effect a settlement of claims implicated in the instant lawsuit. What is not disputed is that no purchase ever came about, and this lawsuit arose as a result.
Plaintiffs filed the instant three-count complaint on August 16, 2006, seeking: (1) a declaratory judgment that the appraisal process was not followed; (2) compensatory and punitive damages for an alleged breach of fiduciary duties; and (3) compensatory damages for an alleged breach of contract. (Doc. No. 1.) Defendants filed an answer with affirmative defenses and four counterclaims on September 15, 2006. (Doc. No. 9.) The following week, Plaintiffs filed an answer to Defendants' counterclaims. (Doc. No. 11.)
On October 6, 2006, the parties filed the motions now before the Court. Defendants moved for summary judgment pursuant to Federal Rule of Civil Procedure 56 on all three counts of Plaintiffs' complaint and on Count II of Defendants' Counterclaims. (Doc. No. 14.) Plaintiffs moved for leave to file an amended complaint pursuant to Federal Rule of Civil Procedure 15(a). (Doc. No. 13.) Both parties fully briefed the motions (Doc. Nos. 17-21, 26), and the Court heard oral argument on both motions on November 15, 2006. On the day of oral argument, Defendants filed a supplemental brief in support (Doc. No. 28), which Plaintiffs moved to strike (Doc. No. 29).*fn2
For the purpose of deciding the motions before Court, the following facts are assumed to be true and not in dispute:
Until January 2006, Thal served as the General Partner of the Gettysburg Hotel Investors Limited Partnership ("GHI"), which owned and operated the historic Gettysburg Hotel. On January 16, 2006, Thal received a hand-delivered letter (dated January 11, 2006) written by John Jaeger, Chairman of Bullet Land. That letter stated that Thal was "hereby notified of [his] removal for good cause as General Partner of the Gettysburg Hotel Investors limited partnership . . . effective as of the date of service of this letter." The next day, Bullet Land filed a complaint in this Court seeking a declaratory judgment that Thal's removal was, in fact, for "good cause" and seeking to enjoin Thal from acting as General Partner of the partnership.
After the complaint was filed, the parties began to negotiate a resolution of the lawsuit. After a series of telephonic and written exchanges between counsel, the parties came to a written agreement on February 7, 2006, signed by the parties, which included the following significant terms:
1. Bullet Land, Inc. (the "Limited Partner") agrees to accept the resignation of the General Partner [TF Consultants] effective as of January 17, 2006 and agrees to waive the advance notice provisions ...