United States District Court, E.D. Pennsylvania
Sajid (“Plaintiff”) asserts that Mohammad and
Shaista Ijaz (collectively “Defendants”) agreed
to sell him their gas station; accepted his payment for the
gas station; but subsequently claimed the agreement only
entailed allowing Plaintiff to run the gas station as an
independent contractor. Plaintiff also asserts that when the
parties' relationship fell apart, Defendants ordered
Plaintiff off the property and did not return Plaintiff's
a bench trial, the Court makes the following findings of fact
and conclusions of law pursuant to Federal Rule of Civil
FINDINGS OF FACT
August 2016, Defendant Mohammad Ijaz placed an advertisement
in the Urdu Times, a weekly Urdu-language community
newspaper, listing an “urgent sale” of a gas
station in West Chester, Pennsylvania. The advertisement did
not list a price. The gas station was owned by Mr. Ijaz's
wife, Defendant Shaista Ijaz. Defendants did not own the land
on which the gas station was located; they leased it from a
third-party landlord on a five-year term (with the option for
two additional 5-year extensions). Defendants' lease
agreement allowed them to sublease the property only with the
landlord's consent-they came to understand at some point
that their landlord was unwilling to assent to any sublease
of the property. Defendants have owned, operated, or managed
between 10 and 15 separate gas stations.
Muhammad Sajid saw the Urdu Times advertisement
sometime in mid-August 2016. At the time he saw the
advertisement, he was working as a limousine driver in New
York. He had held that job for thirty years, owned his own
car and the car's taxi medallion, and possessed a
commercial license. He worked 16-17 hours per day, seven days
per week, and typically brought in between $1, 000 and $1,
200 per week. In 2016, as work slowed, he began looking for
another business to own. Although he had no connection to
Pennsylvania and did not know anyone there, after consulting
with his family, Plaintiff called the number listed on the
that first conversation, Mr. Ijaz indicated he would prefer
to meet in person so that Plaintiff and his family could
inspect the gas station. So they - Plaintiff and his family -
visited Defendants at the gas station sometime in late August
or early September 2016. During that first visit, Mr. Ijaz
represented that Plaintiff could buy the gas station
(including the gas currently in the ground), attached
convenience store, inventory, and equipment for $50, 000.
Eventually this sum became $45, 000, although the process by
which that happened is unclear. Plaintiff then consulted with
additional family members, including his brother, whom
Plaintiff asked to lend him money for the purchase.
Plaintiff's brother agreed.
September 4, 2016, Plaintiff and his family again visited the
gas station and Defendants. During that meeting, Mr. Ijaz
showed Plaintiff what were understood to be receipts from the
previous year's sales, which indicated convenience store
revenue ranging from $1, 200 to $1, 400 per day. Mr. Ijaz
also represented to Plaintiff that he typically sold almost
3, 000 gallons of gasoline per day, and that he made 40 cents
per gallon in profit on gasoline sales (for a total,
presumably, of close to $1, 200 per day in profit from
gasoline sales). Defendants did not inform Plaintiff that the
business itself was owned by Mrs. Ijaz, not Mr. Ijaz. They
also did not inform Plaintiff that, according to the terms of
Defendants' lease agreement with their landlord,
Defendants' ability to transfer the business to Plaintiff
was contingent upon their landlord agreeing to a sublease.
Plaintiff agreed to purchase the gas station, Mr. Ijaz told
him that, for various reasons-including the desire to avoid
certain tax burdens-Mr. Ijaz wanted him to send the purchase
money to two of Mr. Ijaz's nephews living in Pakistan, in
the form of Pakistani rupees. Mr. Ijaz provided Plaintiff
with their names and contact information. At Mr. Ijaz's
request, Plaintiff then had his brother make three separate
wire transfers to Mr. Ijaz's nephews, over the course of
about a week-he sent one nephew a payment of about $6, 000,
and he sent the other nephew two payments of about $19, 000
and $16, 000. Plaintiff also paid Mr. Ijaz $5, 000 in cash,
in United States dollars. While the sum of Plaintiff's
payments appears to be $46, 000, he believes that when the
exchange rate is factored in, the total amount is closer to
incurred a number of costs in moving to Pennsylvania and
attempting to acquire Defendants' business. With the help
of Mr. Ijaz and Mr. Ijaz's accountant, Plaintiff filed in
Pennsylvania to incorporate his new business. Plaintiff paid
Mr. Ijaz $550 for his assistance. Plaintiff also sold his
limousine and taxi medallion for $7, 000 and $3, 000
respectively. Additionally, Plaintiff rented a home in
Pennsylvania for $750 per month having put down a security
deposit in mid-September.
September 16, Plaintiff and Mr. Ijaz met at the gas station.
That day, Mr. Ijaz informed Plaintiff that, contrary to the
representations Mr. Ijaz made during their first
conversation, the convenience store inventory and gas in the
tanks as of that day had not been included in the payment
Plaintiff made for the gas station-rather, to purchase those
items, Plaintiff would need to pay an additional $42, 000.
Plaintiff asserts that, despite having been misled, he would
have been willing to pay the additional $42, 000 if it meant
that he would take ownership of the gas station and all of
its gas and inventory. Plaintiff and Mr. Ijaz agreed that
Plaintiff would pay the $42, 000 on September
Ijaz then handed Plaintiff the keys to the gas station, and
informed Plaintiff that Mr. Ijaz's attorney was preparing
a written contract that would memorialize the sale of the gas
station. Mr. Ijaz then left the gas station.
Plaintiff Operates the Gas Station
operated the gas station from September 16 through September
22. During that time, his daily revenue from the convenience
store was between $130 and $150 per day and he sold gas for
about $2, 500 over the course of the week. Several events of
note occurred during this period.
at some point Plaintiff realized that Mr. Ijaz had not
changed the bank account linked to the gas pumps, so whenever
a customer paid for gas by credit card, the payment was
placed in Mr. Ijaz's account, not Plaintiff's.
Plaintiff asked Mr. Ijaz to change the account, and Mr. Ijaz
agreed but said that it would take a few days; the account
was never changed.Eventually, Plaintiff placed a “cash
only” sign on the gas pump.
Plaintiff recognized that the convenience store was largely
unstocked. He therefore purchased a variety of inventory to
refill the shelves, which cost him approximately $4,
on September 19, Mr. Ijaz provided Plaintiff with what Mr.
Ijaz represented to be the written memorialization of their
agreement. The written agreement-which the parties refer to
as the “management agreement”-stated that
Plaintiff would have no ownership interest in the gas
station, and that Plaintiff would instead serve as an
independent contractor. The management agreement was not
indefinite (as Plaintiff had previously understood his
ownership interest in the gas station would be), but rather
would end on a fixed date. Moreover, the management agreement
gave either party the unilateral right to terminate the
written agreement without cause (with 90 days' notice).
Plaintiff did not sign the agreement.
on September 22, at 9:00 pm Plaintiff called Mr. Ijaz and
indicated that the language of the agreement needed to be
changed. Mr. Ijaz told Plaintiff he could not talk because it
was too late in the evening.
Mr. Ijaz Ejects Plaintiff from the Gas Station
morning of September 23, when Plaintiff arrived at the gas
station, to Plaintiff's surprise, Mr. Ijaz was already
there. Most of Plaintiff's personal belongings were on
the floor. But the cash Plaintiff had been storing at the
convenience store was missing: $3, 500 from sales for the
week, and $7, 000 that Plaintiff had brought with him at the
beginning of the week from the sale of his limousine.
Plaintiffs business receipts were also missing. Plaintiff began
to call the police, but Mr. Ijaz asked him not to do so. Mr.
Ijaz told Plaintiff that he no longer wanted to sell
Plaintiff the gas station, but that he would return all of
Plaintiff's money within two days. In the end, however,
Mr. Ijaz did not return any of the money that Plaintiff had
paid him, did not return any of the money that had been
stored in the office the previous night, and did not allow
Plaintiff to take his inventory with him. Eventually Mr. Ijaz
asked Plaintiff to leave the gas station. Plaintiff complied,
and did not return.
days after Mr. Ijaz reoccupied the gas station and Plaintiff
left, Plaintiff called Mr. Ijaz repeatedly, but Mr. Ijaz did
not answer the phone. Plaintiff and Mr. Ijaz then exchanged
numerous text messages. Plaintiff stated he had been promised
repayment within two days and had not received it, and he
told Mr. Ijaz that he would come to the gas station the next
day to pick up the money. Mr. Ijaz responded requesting
Plaintiff stop contacting him, telling him not to come to the
gas station, and warning that he would call the police if
Plaintiff pursued the matter further. Plaintiff continued to
demand his money back, growing increasingly agitated. Mr.
Ijaz continued threatening to call the police. After
Plaintiff left, he was without a job for two months. He
eventually bought a new car for $35, 000 and began driving
again. He has not been able to purchase another medallion.
Plaintiff has not been able to pay back his brother for the
initial loan made to purchase the gas station.
October 2016, after all of the events described above, Mr.
Ijaz placed the same ad in the Urdu Times that had
initially piqued Plaintiff's attention.
filed suit against Defendants on May 4, 2018. An Amended
Complaint was filed in August 3, 2018, which Defendants
answered shortly thereafter. The parties stipulated to waiver
of a jury trial, and a bench trial was held on May 6, 2019.
Plaintiff then submitted proposed findings of fact and
conclusions of law; Defendants responded, and Plaintiff
asserts five counts against Defendants: fraud; breach of
contract; unjust enrichment, minimum wage and overtime
violations under the Fair Labor Standards Act, 29 U.S.C.
§§ 201 et seq.; and violations of
Pennsylvania's Wage Payment and Collection Law, 43 Pa.
C.S.A. § 260.9a(b).
each count is addressed, however, a preliminary note is in
order. Although Plaintiff has brought these counts against
both Mr. Ijaz and Mrs. Ijaz, the evidence entered at trial
describes only conduct engaged in by Mr. Ijaz. Because no
facts have been found relating to Mrs. Ijaz's conduct,
and because no legal argument has been made that she should
be responsible for her husband's conduct, she cannot be
found liable for any legal violations. See Connolly v
Oquendo, 2013 WL 4051320, at *4 (E.D. Pa. Aug. 9, 2013).
Therefore, the following discussion relates only to Mr.
prove fraud in Pennsylvania, Plaintiff must establish the
following elements: “(1) a representation; (2) which is
material to the transaction at hand; (3) made falsely, with
knowledge of its falsity or recklessness as to whether it is
true or false; (4) with the intent of misleading another into
relying on it; (5) justifiable reliance on the
misrepresentation; and (6) the ...