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Raab v. Lander

August 24, 2010

MARVIN RAAB, PLAINTIFF,
v.
HOWARD LANDER, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Eduardo C. Robreno, J.

MEMORANDUM

Before the Court is Defendants' motion for summary judgment as to Plaintiff's fraud, breach of contract, specific performance, accounting, unjust enrichment, and joint venture claims. After consideration of the parties' pleadings and for the reasons set forth below, Defendants' motion for summary judgment will be granted.

I. FACTUAL BACKGROUND

On August 28, 2008, Plaintiff Marvin Raab ("Raab" or "Plaintiff") initiated this action against Defendants Howard Lander ("Lander") and 929 South Street Associates, LP ("929 South St.") (collectively, "Defendants"),*fn1 alleging that Defendants wrongfully withheld profits from him under various counts of fraud, breach of contract, specific performance, accounting, unjust enrichment, and joint venture. Raab avers that the contract entitles him to these profits because he invested $30,000 with Defendants, allegedly in exchange for a long-term interest in the Property. Raab seeks damages in excess of $75,000 in satisfaction of his purported 10% ownership interest in the Property. See Compl. ¶ 42.

The following details the parties' rights and responsibilities under the portions of the Agreement that are in dispute.*fn2

On July 15, 1996, Raab and Lander entered into a "Preliminary Investment Agreement" ("Agreement"), which provided that Raab would lend Lander $30,000 for the "sole and exclusive purpose" of being used as a portion of Lander's down payment so that he could acquire a 50% interest ("Lander Interest") in a property identified in the Agreement as 939 South Street,*fn3 Philadelphia, Pennsylvania ("Property"). See Compl. ¶¶ 7-9. In order to ensure repayment of the $30,000 loan, the Agreement provided for a mortgage at which Lander would repay the $30,000 at a 6% interest rate per annum or, if unpaid within eighteen months, in the form of an ownership interest and limited partnership upon refinancing. Four days after the Agreement was executed, Lander used Raab's $30,000 as part of the $90,000 down payment to acquire the Property.

On April 2, 2001, Lander sent Raab a check in the amount of $45,000*fn4 with "Repayment Fresh Fields Loan"*fn5 in the memo line. See Defs.' Reply 1-2; see also Raab Dep. 226:16-19. In his deposition testimony, Raab stated that he called Lander to inquire as to the meaning of the words on the memo line and, following this call, Raab deposited the $45,000 check into his personal bank account.*fn6 See Raab Dep. 229:9-231:6.

In support, Raab avers that the Agreement made him a part owner of the Property because in exchange for the $30,000 down payment, Raab was to receive 20% of Lander's 50% share ("Lander Interest") that would result in a 10% interest in the entire Property. Specifically, Raab argues that, according to ¶ 4 of the Agreement (reproduced in note 2, supra), Lander was supposed to refinance Raab's interest in the Property within eighteen months (i.e., January 15, 1998), at which time Raab's interest was to be realized and a limited partnership among Lander, Raab, and two other investors established. See Pl.'s Opp'n 6.

Defendants argue that Raab's $30,000 contribution did not entitle him to an ownership interest, but rather that the money was merely a "loan" to Lander. Defendants contend the loan was secured by the property interest, which was allegedly extinguished when Raab was fully repaid the "loan" with interest and legal fees with the $45,000 check. In other words, the crux of Defendants' argument is that the mortgage and limited partnership mentioned in the Agreement were merely security for the $30,000 Raab loaned Lander. As such, Defendants aver that Lander never created the mortgage or the limited partnership because he repaid the loan with interest and legal fees. Id.

II. PROCEDURAL HISTORY

On August 28, 2008, Raab filed the complaint alleging six separate counts: (1) Count I for fraud; (2) Count II for breach of contract; (3) Count III for specific performance of the contract; (4) Count IV for accounting; (5) Count V for unjust enrichment; and (6) Count VI for joint venture.

On December 12, 2008, Defendants filed their answer, averring that: (1) Raab misconstrues their obligations, if any, under the Agreement; (2) Raab never was "entitled to an ownership interest of any kind in the Property;" and (3) the Raab Loan was repaid in full in 2001 when Raab deposited a $45,000 check that Lander had given him. As an affirmative defense, Defendants argue that, even if the check did not constitute repayment of the $30,000 and even if Defendants had outstanding obligations under the contract, the statutes of limitations for all of Raab's claims have expired prior to Raab filing the instant action. See Defs.' Mot. Summ. J. 7, 14, 19.

On December 18, 2009, Defendants filed the instant motion for summary judgment, to which Raab responded on January 15, 2010. On February 1, 2010, Defendants filed a reply. Defendants' motion ...


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