United States District Court, M.D. Pennsylvania
MUKESHKUMAR B. PATEL, Plaintiff,
VITHALBHAI D. DHADUK, a/k/a VITHAL D. DHADUK, Defendant.
Richard Caputo, United States District Judge.
before me is a Motion to Dismiss Defendant's
Counterclaims filed by Plaintiff, Mukeshkumar B. Patel.
(See Doc. 29). Patel filed suit against Defendant,
Vithal D. Dhaduk to recover damages for an alleged breach of
contract regarding the parties' “Memorandum of
Understanding.” (See Doc. 29). Patel asserts
that Dhaduk failed to pay him $9.45 million in exchange for
Patel's exit from Somahlution (“Soma”) and
Global Pharma Analytics, LLC (“GPA”) as soon as
possible. (See Doc. 7). Dhaduk answered the
complaint and filed five counterclaims against Patel: Fraud
(Counterclaim I), Misrepresentation (Fraudulent Inducement)
(Counterclaim II), Breach of Contract (Counterclaim III),
Promissory Estoppel (Counterclaim IV), and Tortious
Interference (Counterclaim V). (See Doc. 27).
Because Dhaduk has not adequately plead counterclaims I, II,
III and IV, Patel's motion to dismiss counterclaims I,
II, III, and IV will be granted; however, counterclaim V will
be dismissed without prejudice and Dhaduk will be given leave
facts from Dhaduk's Amended Answer with Affirmative
Defenses and Counterclaims (Doc. 27), taken as true and
viewed in the light most favorable to Dhaduk, are as follows:
and Patel are part owners of a professional cricket team, the
Kochi Tuskers Kerala (“Kochi”), which was a
franchise in the Indian Professional League
(“IPL”). (Doc. 27 at ¶ 2). In September
2011, the Board of Control for Cricket in India
(“BCCI”) announced its decision to terminate the
Kochi franchise, because Kochi allegedly breached its league
agreement. (Id. at ¶ 4). Subsequently,
litigation ensued regarding the BCCI's decision.
(Id. at ¶ 6).
2015, an arbitration panel ruled in favor of Kochi and
entered an arbitration award (“Arbitration
Award”) of “at least $77 million before
continuing interest and penalties.” (Id. at
¶ 6). When the Arbitration Award was announced, Patel
told Dhaduk that they would receive approximately twenty-six
percent (26.00%) of the arbitration award in proportion with
their collective ownership interests in Kochi. (Id.
at ¶ 7). Patel's representation lead Dhaduk to
believe that Patel and Dhaduk would each receive thirteen
percent (13.00%) of the total award, which amounted to
“approximately $10 million.” (Id. at
¶ 8). Patel “was obligated to and agreed to”
secure their interests in the Arbitration Award. He promised
Dhaduk “that he had the ability to do, and would do,
everything possible to force” a prompt payment.
(Id. at ¶¶ 9-11).
Patel's “promises and representations” and
unbeknownst to Dhaduk, the BCCI was not committed to paying
the Arbitration Award immediately and appealed to the Bombay
High Court. (Id. at ¶ 13). At this time, Patel
“did nothing” to force the BCCI to pay the
Arbitration Award as he had promised Dhaduk. (Id. at
promises of an “impending $10 million payout”
from the Arbitration Award were made when Patel started to
solidify a “running ledger” of the parties'
“various business dealings.” (Id. at
¶ 19). On July 16, 2015, Patel and Dhaduk entered into a
written agreement, the “Memorandum of
Understanding” (“MOU”), memorializing such
business dealings. (See Doc. 7-1). Dhaduk explains
that Patel's promise he was to receive at least $10
million from the Arbitration Award induced him to sign the
MOU. (Id. at ¶ 20). The MOU discusses the
Arbitration Award by specifically identifying the “IPL
money” and “corroborates” that Patel
promised that the parties' portion of the Arbitration
Award would be “split 50/50." (Id. at
¶ 17). Dhaduk maintains that the MOU is not a
“binding contract” but rather a “running
ledger for the various business dealings loosely involving
[Patel and Dhaduk].” (Id. at ¶¶
December 6, 2017, Patel initiated this action, attaching the
MOU. (Doc. 1). On January 1, 2018, Patel filed an amended
complaint, alleging that the MOU is “valid and
enforceable.” (Doc. 7 at ¶ 19). The third
paragraph of the MOU states, “[Dhaduk] will pay [Patel]
USD 9.45 Million as soon as he can for exiting
Soma/GPA.” (Id. at ¶ 3). Patel argues
that Dhaduk breached the agreement when he failed to pay
Patel $9.45 million “as soon as he [could]” for
exiting Soma and GPA. (Doc. 7 at ¶ 20). Patel contends
that he had exited Soma and GPA as of July 16, 2015.
(Id. at ¶ 21). He further argues that Dhaduk
has had the ability to pay him since July 16, 2015 as Patel
certified to the U.S. Government, under penalty of perjury,
within the last five years, that he has assets worth over $30
million, he derives an annual income of $2.5 million per
year, and he owns stocks and bonds that have a market value
of $22 million. (Id. at ¶¶ 13-14, 23).
the MOU, Dhaduk claims that he was “due to get at least
$10 million from the Arbitration Award” and “did
not have to give any of it - let alone $9.45 million - to Mr.
Patel on account of ‘exiting Soma/GPA.'”
(Doc. 27 at ¶ 20). Dhaduk further explains that days
before the parties signed the agreement they discussed over
the phone that Patel's compensation for exiting Soma and
GPA was limited to the success of those companies and not
Dhaduk individually. (Id. at ¶¶ 21-22).
Patel filed this action, it became clear to Dhaduk that Patel
“fraudulently induced” him to sign the MOU so
that he could claim the MOU was a binding contract.
(Id. at ¶ 28). Since the signing of the MOU,
Patel has also derogated his duties of “good faith and
fair dealing” by failing to enforce the Arbitration
Award. (Id. at ¶ 23).
separate matter, Dhaduk states that Patel convinced him to
loan $1.1 million to NKD Maritime Limited, one of Patel's
companies. (Id. at ¶ 30). In November 2017,
Dhaduk inquired about NKD Maritime Limited's ability to
pay this loan obligation. (Id. at ¶ 31). Patel,
however, had informed the company that the MOU accounted for
the $1.1 million loan and thus rendered the loan “null
and void.” (Id. at ¶ 32). Accordingly,
NKD Maritime Limited refused to repay Dhaduk. (Id.
at ¶ 34).
9, 2019, Dhaduk filed an Amended Answer with Affirmative
Defenses and Counterclaims. (See Doc. 27). Dhaduk
alleges five counterclaims against Patel: Fraud (Counterclaim
I), Misrepresentation (Fraudulent Inducement) (Counterclaim
II), Breach of Contract (Counterclaim III), Promissory
Estoppel (Counterclaim IV), and Tortious Interference (Count
V). (See id.).
Motion has been fully briefed and is ripe for review.