United States District Court, E.D. Michigan, Southern Division
GALEANA TELECOMMUNICATIONS INVESTMENTS, INC., Plaintiff/Counter-Defendant,
AMERIFONE CORP., Defendant/Counter-Plaintiff, and FIRST INTERNATIONAL EXCHANGE GROUP, INC., et al. Defendants.
OPINION AND ORDER DENYING
PLAINTIFF/COUNTER-DEFENDANT'S MOTION TO DISMISS (Dkt.
A. GOLDSMITH United States District Judge
matter is before the Court on Plaintiff/Counter-Defendant
Galeana Telecommunications Investments, Inc.'s motion to
dismiss Defendant/Counter-Plaintiff Amerifone
Corporation's counterclaim of fraud in the inducement
(Dkt. 52). The issues have been fully briefed. Because oral
argument will not aid the decisional process, the motion will
be decided based on the parties' briefing. See
E.D. Mich. LR 7.1(f)(2). For the reasons stated below, the
Court denies the motion.
Court addressed the factual and procedural background of this
case in an opinion and order granting in part and denying in
part Amerifone and Defendant Issam Beydoun's motion to
dismiss (Dkt. 30) and Defendant Harold Oseff's motion to
dismiss (Dkt. 31). See Galeana Telecomms. Invs.,
Inc. v. Amerifone Corp., __ F.Supp.3d__, 2016 WL
4205997, at *1-3 (E.D. Mich. Aug. 10, 2016). To avoid
needless repetition, the Court sets forth a brief statement
of the necessary facts to provide context for this opinion.
case involves an agreement between Galeana and Amerifone,
under which Amerifone was to purchase Metrobeam Wireless
Telecommunications Co. LLC, one of Galeana's subsidiary
telecommunication companies, if Galeana was able to secure a
3G spectrum license to provide cellular services in the
Kingdom of Jordan. Acquiring the license required Amerifone
to submit a bid for the license to the Jordanian
Telecommunications Regulatory Commission (“TRC”).
That bid was ultimately rejected and Galeana brought the
present action alleging breach of contract and various claims
Beydoun, and Oseff filed motions to dismiss, which the Court
granted in part and denied in part. Amerifone and Beydoun
thereafter filed an answer to Galeana's second amended
complaint (Dkt. 47), as did Oseff (Dkt. 48). Amerifone also
asserted a counterclaim against Galeana for fraud in the
counterclaim, Amerifone alleges that Fouad Alaeddin
(Galeana's chairman) approached Beydoun (Amerifone's
chairman) in 2011 and proposed that Galeana and Amerifone
work together to pursue the 3G and 4G spectrum licenses in
Jordan on behalf of Metrobeam. Answer at 25, ¶ 8.
Amerifone claims that Galeana's principals made a number
of misrepresentations to induce Amerifone to work with
Galeana in the pursuit of the 3G and 4G licenses.
Id. at 25, ¶ 11; see also id. at 28,
¶ 23. Specifically, Amerifone alleges that Fouad
Alaeddin misrepresented to Beydoun and Amerifone that (i)
“[Galeana] and Metrobeam were in good financial
condition and had minimal debt, ” and (ii)
“[Galeana] and Metrobeam were in good standing with the
Jordanian Government.” Id. at 25-26,
¶¶ 12(a)-(b). According to Amerifone, Metrobeam was
actually “experiencing severe financial distress, and
was under investigation by the Jordanian government, since at
least 2011, ” id. at 25, ¶ 10; see
also id. at 27, ¶¶ 18, 21 - matters about
which Amerifone allegedly had no knowledge, id. at
25, ¶ 10.
alleges that these misrepresentations were made at the
following in-person meetings:
(1) multiple meetings at the Hyatt Hotel in Amman, Jordan
between late 2011 and late 2013; (2) multiple meetings at
Fouad Alaeddin's office in Amman Jordan between late 2011
and late 2013; (3) a meeting at Amerifone's office [ ]
located in Southfield, Michigan during January 2013; (4) a
meeting at the Skyline Club in Southfield, Michigan during
August 2013; (5) a meeting in Cyprus held during late 2013;
and (6) a meeting in Istanbul in late 2013.
Id. at 26, ¶ 13. Amerifone also claims that
Fouad Alaeddin made these misrepresentations to Beydoun
“during numerous telephone conversations between late
2011 and late 2013.” Id. at 26, ¶ 14.
Amerifone further alleges that Fouad's son, Hazem
Alaeddin, who is an officer and director of Galeana,
“attended many of the in-person meetings with Issam
Beydoun and Amerifone in Amman, Jordan between late 2011 and
late 2013, ” id. at 26 ¶ 15, and made the
same misrepresentations as his father, id. at 26-27,
has filed a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6), claiming that Amerifone has failed to
sufficiently allege a counterclaim for fraudulent inducement.
STANDARD OF DECISION
evaluating a motion to dismiss pursuant to Federal Rule of
Civil Procedure 12(b)(6), “[c]ourts must construe the
complaint in the light most favorable to plaintiff, accept
all well-pled factual allegations as true, and determine
whether the complaint states a plausible claim for
relief.” Albrecht v. Treon, 617 F.3d 890, 893
(6th Cir. 2010). To survive a motion to dismiss, a complaint
must plead specific factual allegations, and not just legal
conclusions, in support of each claim. Ashcroft v.
Iqbal, 556 U.S. 662, 678-679 (2009).