United States District Court, E.D. Michigan, Northern Division
SHARON M. KEENE, Plaintiff,
BRANDON GROYA, et al., Defendants.
ORDER DENYING MOTION IN LIMINE AND DENYING MOTION FOR
EXTENSION AS MOOT
L. LUDINGTON United States District Judge
Sharon Keene and her late husband were the sellers, and
Defendants Brandon and Kelli Groya were the purchasers, under
a November 29, 2007 land contract governing the sale of
commercial real estate property located on two parcels of
land at 515 S. Hamilton and 410 Mackinaw, Saginaw, Michigan
48602. See Compl. ¶ 10-15. The Groyas made
payments to the Keenes under the Land Contract for seven
years, but eventually ceased making payments in 2014. The
Groyas also failed to pay real estate taxes associated with
the parcels to the County of Saginaw, and failed to pay
income taxes to both the State of Michigan and the Internal
Revenue Services (“IRS”) causing the IRS to
record liens against the Groyas' Saginaw County
properties, including their Land Contract vendee interests.
result, on August 20, 2015 Plaintiff Sharon Keene initiated
the above-captioned action against Defendants Brandon and
Kelli Groya, Defendant State of Michigan, Defendant IRS, and
Defendant City of Saginaw in Saginaw County circuit court.
See Compl., ECF No. 1. The IRS then removed the
action to this Court on September 16, 2015. Id.
trial is scheduled to commence on December 13, 2016. On
November 1, 2016 Defendant Internal Revenue Service filed a
motion in limine seeking to exclude parol evidence related to
a quitclaim deed dated November 29, 2007 and recorded on
December 18, 2007. For the reasons stated below, the
IRS's motion will be denied.
noted, the November 29, 2007 real estate transaction between
the Keenes and the Groyas concerned two properties. First,
the transaction involved a commercial property located at 410
Mackinaw Street, Saginaw, MI, 48602. That property,
identified by the tax number 9-17-0-0195-00000, features a
structure that has historically been operated as a bar, or
tavern. The second property included in the transaction, tax
identification number 9-17-0-0194-00100, is located at 415 S.
Hamilton Street. The property consists of a surface parking
written documents have been identified relating to the
transaction. First, on November 29, 2007 a quit claim deed
was recorded transferring from Keene and Keene, Inc. and
Thomas Keene to Thomas J. Keene and Sharon M. Keene the
properties located at “415 S. Hamilton/410 Mackinaw,
Saginaw, MI 48602” for the full consideration of
$100.00. See ECF No. 26 Ex. 3. The deed referred to
an attached Exhibit A, which set forth the legal description
and tax identification number for both parcels. Id.
November 29, 2007 the Keenes and Groyas executed a second
written document: a Land Contract under which the Keenes
agreed to sell and convey the properties commonly known as
“415 S. Hamilton/410 Mackinaw” to the Groyas.
See ECF No. 26 Ex. 4. The Land Contract set forth
the legal description and tax identification numbers of both
properties. Id. It provided for a sale price of
$230, 000 with an initial payment of $60, 000. Id.
The balance of purchase money and interest was to be paid in
monthly installments of $1, 434.56 with a six percent
interest rate per annum and a balloon payment to be made ten
years after the purchase date. Id. Under the terms
of the Land Contract, upon receiving full payment the Keenes
were to execute a deliver a Warranty Deed to the Groyas
conveying title to both properties at issue. Id. In
the meantime, the Groyas agreed to keep the premises in
accordance with all governmental regulations, to keep and
maintain the premises in good condition, to pay all taxes and
assessments levied on the properties, and to maintain
insurance against loss and damage. Id.
to the Land Contract, the parties recorded a memorandum of
land contract dated November 29, 2007 on December 18, 2007.
See ECF No. 26 Ex. 5. Through the memorandum of land
contract the parties acknowledged that they were vendor and
vendee to a Land Contract covering the two premises at issue.
Id. The memorandum set forth the legal description
and tax identification number for both parcels. Id.
fourth and final written document associated with the
transaction - a second quit claim deed - was also recorded on
November 29, 2007. See ECF No. 26 Ex. 6. The second
quit claim deed purportedly conveys the subject properties to
the Groyas. Id. The second quit claim deed also
contains internal inconsistencies. Namely, while the deed
itself refers to properties commonly known as “415 S.
Hamilton/410 Mackinaw” the attached exhibit only
contains the legal description and tax identification number
for the surface parking lot located at 415 S. Hamilton
Street. The attached exhibit also contains two tax
identification numbers that have been crossed out, one of
which correlates to the bar property located at 410 Mackinaw
Street. Id. The attachment contains no other
references to the bar property.
November 29, 2007 and March of 2014 the Groyas made monthly
installment payments to Plaintiff Keene as required by the
Land Contract. See Am. Compl. ¶ 23. Beginning
in April of 2014, the Groyas ceased making payments in breach
of the Land Contract. Id. at ¶ 24. The Groyas
also failed to pay late fees of $75.00 per month, as required
by the Land Contract, and failed to pay real estate taxes
associated with the parcels in excess of $6, 244.91.
Id. at ¶ 25; See also ECF No. 26 Ex.
Groyas also fell behind in personal income taxes they owed
personally or that were owed by their wholly owned entity,
Integrity Property Investments Inc., to the State of Michigan
and the IRS. See Am. Compl. ¶ 26. As a result,
the IRS and/or the State of Michigan placed liens upon the
real estate located at 415 S. Hamilton and 410 Mackinaw.
See ECF No. 26 Ex. 1. While the State of Michigan
has apparently received full, or almost full, payment from
the Groyas, the IRS is still owed in excess of $12, 000. ...