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Galeana Telecommunications Investments, Inc. v. Amerifone Corp.

United States District Court, E.D. Michigan, Southern Division

November 30, 2016

GALEANA TELECOMMUNICATIONS INVESTMENTS, INC., Plaintiff/Counter-Defendant,
v.
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. 52)

          MARK A. GOLDSMITH United States District Judge

         This 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.

         I. BACKGROUND

         The 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.

         This 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 of fraud.

         Amerifone, 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 inducement.

         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.

         Amerifone 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, ¶¶ 16(a)-(b).

         Galeana 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.

         II. STANDARD OF DECISION

         In 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).

         III. ...


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