The opinion of the court was delivered by: Eduardo C. Robreno, J.
I. BACKGROUND ....................... -3-
A. Defendants..................... -3-
B. Lease Agreements.................. -6-
C. Lease Amendments.................. -8-
D. Procedural History . . . . . . . . . . . . . . . . -10-
II. MOTIONS TO DISMISS . . . . . . . . . . . . . . . . . . -11-
A. Legal Standard.................. -12-
B. Motion to Dismiss - Personal Jurisdiction . . . . -13-
C. Motion to Dismiss - Parol Evidence . . . . . . . . -19-
1. Parol Evidence - Choice-of-Law . . . . . . . . -19-
2. Parol Evidence - Application . . . . . . . . . -26-
III. CONCLUSION ..................... -39-
Pending before the Court are four motions to dismiss the fraud, negligent misrepresentation, civil conspiracy, and promissory estoppel claims filed by Boardakan Restaurant, LLC and Oceanental Restaurant, LLC, the operators of two Steven Starr restaurants, Buddakan and Continental, respectively (hereinafter "Starr Plaintiffs"). The motions are filed by the following Defendants:*fn1 (1) Defendant Atlantic Pier Associates, LLC ("APA") (doc. no. 20); (2) Defendants TRG The Pier, LLC ("TRG The Pier"), The Taubman Realty Group, L.P. ("TRG"), and Taubman Centers, Inc. ("TCI") (doc. no. 21); (3) Defendants Gordon Group Holdings, LLC ("GGH"), Pier Developers, Inc. ("Pier Developers"), Peter J. Fine, Sheldon Gordon, and Scott Gordon (doc. no. 22); and (4) Defendant APA (doc. no. 41).*fn2
For the reasons that follow, the motions to dismiss filed by Defendants APA, GGH, Pier Developers, Peter J. Fine, Sheldon Gordon, and Scott Gordon (doc. nos. 20, 22, and 41) will be denied with prejudice. The motion to dismiss filed by Defendants TRG Pier, TRG and TCI (doc. no. 21), will be denied without prejudice.
This case is the consolidation of a landlord/ tenant dispute and tort action. On September 18, 2008, APA initiated an action against Starr Plaintiffs, seeking the recovery of past-due rent. On April 16, 2009, Starr Plaintiffs initiated an action against APA, TRG Pier, TRG, TCI, GGH, Pier Developers, Peter J. Fine, Sheldon Gordon, and Scott Gordon, alleging fraud, negligent misrepresentation, civil conspiracy, and promissory estoppel. On April 20, 2009, the Court consolidated these cases (doc. no. 15). Both actions relate to agreements to lease and operate restaurants at the "Pier at Caesar's" (the "Pier") in Atlantic City, New Jersey.
For the purposes of organization and clarity, a brief discussion of Defendants and their relative relationships is helpful. On May 1, 2003, Defendant Pier Developers, Inc. ("Pier Developers")*fn3 entered into a Ground Lease with the entity that owns Caesar's Palace Casino, and thus, became the initial landlord of "the Pier," an area used to develop a high-end mall on a pier over the beach in Atlantic City.
On January 31, 2005, pursuant to an Operating Agreement, Defendants Pier Developers and TRG The Pier, LLC ("TRG The Pier"), a real estate investment limited liability company, formed a Delaware limited liability company known as Atlantic Pier Associates, LLC ("APA"). Defendant Pier Developers then transferred its interest in the Pier to Defendant APA, making APA the landlord of the Pier.
Pursuant to the APA Operating Agreement, Defendant TRG The Pier owned thirty percent of APA and was a minority member; Defendant Pier Developers owned seventy percent of APA and was a managing member. In April 2007, the management structure of APA changed when TRG The Pier obtained an additional fifty percent in APA, increasing its equity interest in the Pier to seventy percent, and making TRG The Pier the managing member of APA, and Pier Developers the minority member. (Aff. Chris B. Heaphy, TRG The Pier, at ¶ 8).
Pier Developers and TRG The Pier are both owned and controlled by separate entities, also named as Defendants in this case. First, Pier Developers is a subsidiary of Defendant Gordon Group Holdings, LLC, ("GGH") a developer in the retail and entertainment industries owned by Defendant Sheldon Gordon.
Defendants Scott Sheldon and Peter Fine are employees of GGH. Second, TRG The Pier is a wholly owned subsidiary of Defendant The Taubman Realty Group, L.P., ("TRG") a Delaware limited partnership. Defendant Taubman Centers, Inc. ("TCI"), a public
Real Estate Investment Trust, owns a sixty-five percent managing general partnership interest in TRG and conducts all its operations.
A representation of the relationships among Defendants is illustrated as follows.
Atlantic Pier Associates, LLC [APA]
Membership interest held by:
Managing Member: Minority ...