United States District Court, D. Connecticut
RULING AND ORDER ON MOTION TO DISMISS AND MOTION FOR
A. BOLDEN, UNITED STATES DISTRICT JUDGE.
Baranowski and Pristine Advisers, LLC (collectively
“Plaintiffs”) have sued Liza Parker, Thunderbird
Investing, LLC, and All-Wing Cooperative, LLC (collectively
“Defendants”), alleging breach of contract,
fraud, unjust enrichment, and debt.
have moved to dismiss the Complaint. Plaintiffs have moved
for entry of default judgment against All-Wing Cooperative,
following reasons, the motion to dismiss is
DENIED. The motion for default judgment is
DENIED without prejudice.
FACTUAL AND PROCEDURAL BACKGROUND
have sued Defendants seeking resolution of a contract
dispute. Ms. Baranowski (also known as Patricia
Baronowski-Schneider) is a resident of the State of New York.
Compl. ¶ 1. Pristine Advisers, LLC, organized under the
laws of the State of New York, maintains its principle place
of business in New York. Id. ¶ 2. Plaintiffs
allege that Ms. Parker (also known as Liza Jane Parker) is a
resident of the State of Connecticut and that both
Thunderbird Investing, LLC, and All-Wing Cooperative, LLC,
are organized under the laws of Connecticut and maintain
their principal place of business there. Id.
of 2016, Plaintiffs allege that Plaintiffs and Defendants
allegedly entered into an oral agreement for Plaintiffs to
loan Defendants $97, 000. Id. ¶ 9. Plaintiffs
allegedly expected to be repaid in full by October of 2016.
August 4, 2016, the parties allegedly executed a written
contract memorializing the oral agreement for Plaintiffs to
loan $97, 000 to Defendants, and to repay it in full before
October of 2016. Id. ¶¶ 10, 15. Although
Plaintiffs allegedly loaned the money as promised under the
parties' agreement, Defendants have not repaid any of the
money lent to them. Id. ¶¶ 11, 16.
further allege that, when they entered into the parties'
agreement, Defendants “knew they were not seeking to
borrow funds” but instead, were “orchestrating a
scam to secure funds from Plaintiffs with no intention of
ever returning any such funds obtained from
Plaintiffs.” Id. ¶ 21. Defendants
allegedly knew that Defendants did not intend to invest
Plaintiffs' funds and had no intention of ever returning
such funds or any return on the investment. Id.
¶ 22. Defendants allegedly knew these representations
were false, knew that the representations were made with the
purpose of deceiving Plaintiffs, and knew that Plaintiffs
relied upon their representations. Id. ¶¶
lawsuit, brought under under 28 U.S.C. § 1332 and
seeking to invoke diversity jurisdiction, raises five
separate claims: (1) breach of an oral contract (Count One);
(2) breach of a written contract (Count Two); (3) common-law
fraud (Counter Three); (4) unjust enrichment (Count Four);
and (5) action in debt (Count Five). Plaintiffs seek judgment
against Defendants, jointly and severally (1) in the
principal amount of the debt, namely $97, 500; (2) the agreed
upon transaction fee of $15, 000; (3) pre-and-post judgment
interest; and (4) reasonable attorneys' fees and costs.
April 25, 2018, default entered against All-Wing Cooperative,
LLC. ECF No. 14. On May 29, 2018, on behalf of Defendants,
and proceeding pro se, Ms. Parker moved to dismiss
the Complaint. ECF No. 34.
STANDARD OF REVIEW
se filings “must be construed liberally and
interpreted to raise the strongest arguments that they
suggest.” Sykes v. Bank of Am., 723 F.3d 399,
403 (2d Cir. 2013) (internal quotation marks omitted)
(quoting Triestman v. Fed. Bureau of Prisons, 470
F.3d 471, 474 (2d Cir. 2006)); see also Tracy v.
Freshwater, 623 F.3d 90, 101-02 (2d Cir. 2010)
(discussing the “special solicitude” courts