Submitted: May 6, 2015
Upon Consideration of Scotto's Pastabilities, II, Inc., Rossana Carannante and Georgio Ragnola's Motion to Dismiss Plaintiff's Amended Complaint for Failure to State a Claim. DENIED.
James E. Owen, Esquire, JAMES W. OWEN, P.A., Wilmington, Delaware. Attorney for Plaintiff MacFadyen, LLC.
Charles J. Brown, Esquire, GELLERT SCALI BUSENKELL & BROWN, LLC, Wilmington, Delaware. Attorney for Defendants' Scotto's Pastabilities, II, Inc., Rossana Carannante and Georgio Ragnola.
CHARLES E. BUTLER, JUDGE
This dispute arises out of the sale of a business that was operating in a leased space. As part of the purchase price of the business, the Plaintiff paid $250, 000 to the sellers for certain equipment used in the business. A third party, the owner of the building in which the business was operating, has now claimed ownership of most of the equipment. The Plaintiff has sued the sellers of the business asserting theories of breach of contract and fraud because, at the time of the sale, the sellers warranted that they were the sole owners of all of the equipment, furniture, and fixtures inside the business. The sellers have filed a Rule 12(b)(6) motion to dismiss for failure to state a claim upon which relief can be granted.
There was a restaurant over on Centerville Road called Lamberti's Cucina ("the Cucina"). The principals in the Cucina were Defendants Rosanna Carannante and Georgio Ragnolo, doing business under the name of Defendant Scotto's Pastabilities II, Inc. From the limited record thus far, it seems that the Cucina was doing non bene as the rent was deeply in arrears.
And so it came to pass that a buyer was found to take the Cucina off the hands of the incumbents. The buyer was listed as Lisa Ann MacFadyen, but it appears from some of the correspondence that the "real" purchaser was her son, Ian MacFadyen. Regardless, Lisa Ann and her husband William C. MacFadyen each signed a promissory note as guarantors on a loan taken by Ian as "manager" of "MacFadyan, LLC."
Some terms of the deal made in June 2012 are relevant here. The MacFadyen's would put up $55, 000 in cash and execute a promissory note in favor of the sellers for $220, 000. The Closing under the Agreement of Sale was held on August 15, 2012. As part of the Closing, the sellers procured an assignment of their lease for the property from the landlord of the shopping center at which the Cucina was located. There was also set out some fairly specific schedules, listing the furnishings and equipment which, according to a Bill of Sale, were owned free and clear by the sellers. Indeed, $250, 000 of the total sale price of $275, 000 was allocated to the value of the furnishings and equipment. The Closing was contingent upon Plaintiff obtaining an assignment of the existing Lease Agreement with Defendant Hilltop Investment Group LLC, the owner of the premises in which the Cucina was operating.
This whole arrangement ended up in court when the MacFadyen's defaulted on the payments under the promissory note. Scotto's filed for confession of judgment in Superior Court based upon the default on the Note. The MacFadyen's filed a breach of contract action in the Court of Common Pleas, claiming that much of the equipment sold was defective. After some skirmishing, the Court of Common Pleas matter was transferred to this court, primarily for ease of handling since the confession of judgment action was already here.
At about the time of the transfer to this Court, the breach of contract action took on a decidedly different tone. For it was on or about January 14, 2015, that Hilltop – the shopping center landlord – informed the MacFadyens that Hilltop was actually the owner of most of the equipment, furniture, and fixtures that Plaintiff "purchased" from Scotto's. The suggestion is that Plaintiff got nothing for its $220, 000 promissory note and $30, 000 in cash. Plaintiff amended its relatively modest breach of contract action to include new counts of fraudulent inducement, intentional misrepresentation and civil conspiracy. Defendants Scotto's, Carannante, and Ragnola have filed a motion to dismiss the Amended Complaint under Superior Court Civil Rule 12(b)(6) for failure to state a claim upon which relief can be granted.
STANDARD OF REVIEW
"A motion to dismiss for failure to state a claim upon which relief can be granted made pursuant to Superior Court Rule 12(b)(6) will not be granted if the plaintiff may recover under any reasonably conceivable set of circumstances susceptible of proof under the complaint." ...