United States District Court, E.D. Michigan, Southern Division
OPINION AND ORDER GRANTING IN PART AND DENYING IN
PART DEFENDANTS' MOTION TO DISMISS AND FOR SUMMARY
F. COX U.S. DISTRICT JUDGE
Morteza Katebian alleges that Defendants Arash Missaghi,
Laila Alizadeh, and Troy Wilson forged documents that
purported to transfer his ownership interest in Defendant
Liberty & York to Alizadeh. Katebian is particularly
alarmed by this purported transfer because he personally
guaranteed $20 million in loans for Liberty & York's
subsidiaries with the understanding that he would own Liberty
& York during the life of the loans.
complaint, Katebian seeks a declaratory ruling on whether he
or Alizadeh owns Liberty & York, and alleges counts for
common law conversion, statutory conversion, tortious
interference, and civil conspiracy. Instead of answering,
Defendants now move to dismiss all claims, except the
declaratory ruling count (“Count I”) as to
Alizadeh. Defendants also move for summary judgment on all
reasons below, the Court will partially grant and partially
deny Defendants' motion. Specifically, the Court will
only dismiss Katebian's tortious interference claim. The
Court will also deny Defendants' motion to the extent it
seeks summary judgment.
August 1, 2016, Alizadeh transferred all of her ownership
interest in Liberty & York to Katebian. Compl. ¶ 12.
After this transfer, Katebian owned and controlled Liberty
& York and its subsidiaries Skymark Properties
Corporation; Skymark Properties II, LLC; Skymark Properties
III, LLC; and Skymark SPE, LLC. Compl. ¶ 15.
owner, Katebian helped Liberty & York's subsidiaries
obtain financing. On December 30, 2016, Katebian approved a
$17.35 million loan for Skymark II and Skymark SPE from
Greenlake Real Estate Fund, LLC (“the Greenlake
loan”). This loan was secured by a mortgage on property
in Southfield, Michigan, and guaranties from Skymark II,
Skymark SPE, and Katebian. Compl. ¶ 18-21. The Greenlake
loan required that Katebian own all of Liberty & York
during the life of the loan. (ECF No. 1-3, PageID 29).
1, 2017, Katebian approved a $3 million loan for Skymark III
from Security Plus Federal Credit Union c/o Extensia
Financial, LLC (“the Extensia loan”). Compl.
¶ 24. This loan was secured by a mortgage on property in
Morrow, Georgia, and Katebian's personal guaranty. Compl.
¶ 26-27. The Extensia loan required that there be no
change in the ownership or management of Skymark III without
Extensia's prior written consent. Compl. ¶ 28.
The Transfer of Liberty & York Stock
point, the parties disagree about the facts. Katebian asserts
that, “without [his] knowledge or consent, [Arash]
Missaghi, Alizadeh, and [Troy] Wilson prepared and/or caused
to be prepared, documents purporting to transfer
Katebian's ownership interests in Liberty & York [and
its subsidiaries].” Compl. ¶ 29. Katebian further
states that, “having gained control of the [assets]
belonging to Liberty & York [and its subsidiaries],
Missaghi, Alizadeh, and Wilson diverted those funds for their
own use and benefit.” Compl. ¶ 31. The transfer
and diversion of funds, Katebian asserts, caused the Libery
& York subsidiaries to default on their loans. These
defaults, in turn, caused the “potential liability
and/or default of Katebian's loan guarantees.”
Compl. ¶ 35.
response, Defendants offer the documents that, presumably,
Katebian references in his complaint as forged. Defendants
have provided “minutes from the July 14, 2017 meeting
of the sole shareholder and the sole member of the Board of
Directors of Liberty & York Corporation.” (ECF No.
11-2, PageID 181). These minutes reflect that Katebian
“consented to and authorized” (1) the transfer of
his “entire right, title and interest in his shares of
[Liberty & York]” to Alizadeh, and (2) his
resignation as director. Defendants claim that Katebian
signed the minutes. Defendants also provide an
“acknowledgment” that was executed in lieu of
Liberty & York's November 17, 2017 shareholder
meeting. In this acknowledgment, Katebian “disclose[s]
that he held the shares of Liberty and York in trust for
Laila Alizadeh. The trust was held confidentially by and
among the parties, Morteza Katebian and Laila
Alizadeh.” (ECF No. 11-3, PageID 185). Defendants claim
that Katebian also signed this document.
also provide a series of emails, sent from Katebian's
account between January 28, 2018 and April 6, 2018 (ECF Nos.
19-2 through 19-9), which they argue show that Katebian
“was aware of the circumstances and acknowledged that
he had no ownership interest in Liberty and York.” (ECF
No. 9, PageID 550).
sworn affidavit, Katebian denies having signed the minutes or
acknowledgment. See Katebian Aff. ¶ 7-10 (ECF
No. 15-6, PageID 491). Katebian also argues that the emails
show that he sought to be replaced as a guarantor, but
intended to retain ownership and control of Liberty &
York until he was replaced. Katebian Supp. Aff. ¶ 38.
(ECF No. 25, PageID 628).
filed his complaint on October 29, 2018. (ECF No. 1). In
Count I, Katebian seeks a declaration that he is the sole
owner of Liberty & York. Katebian also alleges counts for
common law conversion, statutory conversion, tortious
interference, and civil conspiracy.
answering the complaint, Defendants filed a motion to dismiss
and for summary judgment. As the title suggests,
Defendants' motion is twofold. In the first part,
Defendants move to dismiss all claims, except Count I as to
Alizadeh. In this part of the motion, Defendants argue that
(1) the conversion claims should be dismissed because
intangible “ownership interests” cannot be
converted; (2) the tortious interference claim should be
dismissed because Katebian lacks standing and does not allege
that Defendants' actions were malicious or improper; (3)
the conspiracy count must fail because there was no
underlying tort; and (4) the Corporate defendants, Wilson,
and Missaghi, should be dismissed from Count I because they
do not have legal interests adverse to Katebian.
second part of the motion, Defendants move for summary
judgment on the “entire complaint, ” citing the
minutes and acknowledgment allegedly signed by Katebian and
concluding that “he cannot possibly convince the Court
that control over Liberty ...