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Katebian v. Missaghi

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

April 8, 2019

Morteza Katebian, Plaintiff,
v.
Arash Missaghi, Laila Alizadeh, Troy Wilson, Skymark Properties SPE, LLC; Skymark Properties II, LLC; Skymark Properties III, LLC; Liberty & York Corporation; and Skymark Properties Corporation, Defendant.

          OPINION AND ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS' MOTION TO DISMISS AND FOR SUMMARY JUDGMENT

          SEAN F. COX U.S. DISTRICT JUDGE

         Plaintiff 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.

         In his 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 claims.

         For the 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.

         BACKGROUND

         I. The Loans

         On 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.[1] Compl. ¶ 15.

         As the 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).

         On May 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.

         II. The Transfer of Liberty & York Stock

         At this 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.

         In 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.

         Defendants 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).

         In a 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).

         III. This Lawsuit

         Katebian 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.

         Without 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.

         In the 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 ...


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