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Richard E. Mcdonald, Liane Mcdonald v. Michael

December 8, 2010

RICHARD E. MCDONALD, LIANE MCDONALD,
PLAINTIFFS,
v.
MICHAEL KENJI FIELD, ERIN FIELD, DEFENDANTS.



The opinion of the court was delivered by: Arthur J. Schwab United States District Judge

ELECTRONICALLY FILED

MEMORANDUM ORDER

I.Introduction

Plaintiffs Richard E. McDonald and Liane McDonald, residents of Pennsylvania, filed a complaint in the Western District of Pennsylvania against Michael Kenji Field ("Kenji Field") and Erin Field, residents of California, alleging that plaintiffs loaned $190,000 to the Fields to purchase a residence and the Fields never repaid the loan. The McDonalds claim jurisdiction on the basis of diversity of citizenship pursuant to 28 U.S.C. § 1332.

Defendants have filed a "Motion To Dismiss Pursuant To Federal Rules Of Civil Procedure 12(b)(2), 12(b)(3) and 12(b)(6)" (doc. no. 10) challenging this Court‟s jurisdiction, venue and failure to state a claim, to which plaintiffs have filed their Response (doc. no. 15). The affidavits attached to the motion and response present a substantial factual dispute pursuant to Fed.R.Civ.P. 12(b)(2) as to this Court‟s personal jurisdiction over defendants, but it is a credibility driven dispute that cannot be resolved at this stage of the proceedings. The Court will deny the motion to dismiss for lack of jurisdiction without prejudice, as well as the venue and failure to state a claim challenges.

II.The Complaint

The Complaint (doc. no. 1) alleges that on or about April 2005, "in consideration of Kenji Field‟s services as an employee of Richard McDonald, [he] entered into an oral contract with Kenji Field, whereby Plaintiffs would loan Defendants One Hundred Ninety Thousand Dollars ($190,000) for the purchase of a home, the terms of which required that the entire amount of the proceeds, plus interest, would be due and payable to Plaintiffs by Defendants upon demand . . . ." Complaint, ¶ 5. While the $190,000 loan allegedly made by Richard McDonald as employer to to Kenji Field was not memorialized in a written contract, the Complaint alleges that on or about "April 22, 2005, Kenji Field confirmed Defendants‟ obligation to pay back the $190,000 provided to him by Plaintiffs in an e-mail to Richard McDonald." Complaint, ¶ 6. The Fields allegedly refused to repay the loan despite repeated demands. Complaint, ¶ 8.

Plaintiffs‟ Complaint states several related common law causes of action for breach of an oral contract, quantum meruit - unjust enrichment, and promissory estoppel. The Complaint is very short on facts, and does not specify where the alleged oral contract was negotiated and executed, when or how it was to be repaid, where or how Kenji Field was allegedly employed by Mr. McDonald, where the residence to be purchased by the Fields was located, or any other terms of or details surrounding the alleged oral contract.

III.The Motion to Dismiss and Response

Defendants‟ Motion to Dismiss asserts lack of personal jurisdiction, improper venue and failure to state a claim under Fed.R.Civ.P. 12(b)(2), (3) and (6), respectively. Because the Court finds that defendants have raised a plausible lack of personal jurisdiction defense, and that some discovery is necessary to resolve this threshold issue, only the Rule 12(b)(2) argument need be addressed at this time.

The Fields attach affidavits to their Motion to Dismiss which state the following jurisdictional facts. Contrary to the averments of the Complaint, Kenji Field asserts that he was never employed by Richard McDonald, did not enter into any oral contract with McDonald, and never obtained a loan from McDonald. In 2003, before Kenji Field ever met Richard McDonald, Kenji Field was employed by Pulse Healthcare, LLC ("Pulse"), a California entity whose principal operations were in California. Kenji Field lived and worked in California at all relevant times, including the period he worked for Pulse. Neither of the Fields ever lived or worked east of the Mississippi.

In April 2004, McDonald, in his capacity as an officer of an entity known as World Health Alternatives, Inc. ("World Health"), along with several other persons, travelled to California and met with the owner and President of Pulse, Eric Allison, Kenji Field and other Pulse employees to discuss World Health‟s interest in acquiring Pulse, which it did on or about May 14, 2004. In connection with this purchase-acquisition of Pulse, John Sercu, World Health‟s Chief Operating Officer, together with McDonald, placed a telephone call to Kenji Field, who was in California, and offered Kenji Field employment with World Health in return, inter alia, for 300,000 World Health stock grants. Subsequently, upon hearing that the Fields were purchasing a home in California, Richard McDonald offered to exchange a portion of the stock grant offer for a lump sum cash payment of $190,000. Kenji Field accepted the offer and McDonald left California. The funds were obtained and used as the down payment for the home in which the Fields currently reside in California.

Plaintiffs‟ Response to Defendants‟ "Motion To Dismiss Pursuant To Federal Rules Of Civil Procedure 12(b)(2), 12(b)(3) and 12(b)(6)" attaches Mr. McDonald‟s affidavit, which states that in fact, the residential loan oral contract was negotiated in Pennsylvania when Mr. Fields was in the state, that payments were to be made to plaintiffs in Pennsylvania, and that Kenji Field placed ...


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