United States District Court, E.D. Kentucky
JAMES T. SCATUORCHIO RACING STABLE, LLC, et al., Plaintiffs,
WALMAC STUD MANAGEMENT, LLC, et al., Defendants
[Copyrighted Material Omitted]
For James T. Scatuorchio Racing Stable, LLC, a New Jersey Limited Liability Company also known as James T. Scatuorchio, LLC, Plaintiff: Stephen C. Matthews, LEAD ATTORNEY, PRO HAC VICE, Porzio, Bromberg & Newman, P.C., Morristown, NJ; David Thomas Faughn, Michael D. Meuser, Miller, Griffin & Marks, P.S.C., Lexington, KY; Richard David Schibell, PRO HAC VICE, Schibell Mennie & Kentos, LLC, Ocean, NJ.
For Kevin J. Scatuorchio, Individually, Courtney Sullivan, Individually, James Scatuorchio, Individually, Plaintiffs: David James Treacy, LEAD ATTORNEY, Barbara B. Edelman, Dinsmore & Shohl LLP - Lexington, Lexington, KY; Stephen C. Matthews, LEAD ATTORNEY, PRO HAC VICE, Porzio, Bromberg & Newman, P.C., Morristown, NJ; David Thomas Faughn, Michael D. Meuser, Miller, Griffin & Marks, P.S.C., Lexington, KY; Richard David Schibell, PRO HAC VICE, Schibell Mennie & Kentos, LLC, Ocean, NJ.
For James T. Scatuorchio, LLC, Bryan Sullivan, Plaintiffs: David James Treacy, LEAD ATTORNEY, Barbara B. Edelman, Dinsmore & Shohl LLP - Lexington, Lexington, KY; Stephen C. Matthews, LEAD ATTORNEY, PRO HAC VICE, Porzio, Bromberg & Newman, P.C., Morristown, NJ; David Thomas Faughn, Michael D. Meuser, Miller, Griffin & Marks, P.S.C., Lexington, KY.
For Walmac Stud Management, LLC, a Kentucky limited liability company, Saybrook Advertising, LLC, a Kentucky limited liability company, John T.l. Jones, III, individually and as Chief Operating Officer of Walmac Stud Management, LLC and Saybrook Advertising, LLC, Walmac Farm, LLC, a Kentucky limited liability company, Lincoln-Walmac Associated Farms, Pty Ltd., Defendants: Frank T. Becker, LEAD ATTORNEY, Lexington, KY.
For Lincoln-Walmac Associated Farms, Pty Ltd., Counter Claimant: Frank T. Becker, LEAD ATTORNEY, Lexington, KY.
For James T. Scatuorchio, LLC, Counter Defendant: Stephen C. Matthews, LEAD ATTORNEY, Porzio, Bromberg & Newman, P.C., Morristown, NJ; David Thomas Faughn, Michael D. Meuser, Miller, Griffin & Marks, P.S.C., Lexington, KY.
For James Scatuorchio, Individually, Kevin J. Scatuorchio, Individually, Courtney Sullivan, Individually, Counter Defendants: Stephen C. Matthews, LEAD ATTORNEY, Porzio, Bromberg & Newman, P.C., Morristown, NJ; David Thomas Faughn, Michael D. Meuser, Miller, Griffin & Marks, P.S.C., Lexington, KY; Richard David Schibell, Schibell Mennie & Kentos, LLC, Ocean, NJ.
MEMORANDUM OPINION AND ORDER
Danny C. Reeves, United States District Judge.
This matter is pending for consideration of Defendants Walmac Stud Management, LLC (" Walmac Stud" ), Walmac Farm, LLC (" Walmac Farm" ), Lincoln-Walmac Associated Farm Pty Ltd. (" Lincoln-Walmac" ), John T.L. Jones III (" Jones" ), and Saybrook Advertising, LLC's (" Saybrook" ) Motion to Dismiss Counts Five, Six, Seven, Eight, Nine, Eleven, Twelve, and Fourteen of the Second Amended Complaint for Failure to State a Claim. [Record No. 105] Plaintiffs James T. Scatuorchio, LLC (" Scatuorchio, LLC" ), James T. Scatuorchio, Kevin Scatuorchio, Courtney Sullivan, and Bryan Sullivan have also filed a Motion to Strike Attachment to Defendants' Reply in Support of their Motion to Dismiss. [Record No. 112] For the following reasons, the defendants' motion to dismiss will be granted in part and denied in part. The plaintiffs' motion to strike will be denied.
This matter arises from the ownership and management of the thoroughbred stallion Ready's Image which is currently co-owned by the plaintiffs and a number of the defendants. The plaintiffs' Complaint is predicated upon the alleged " dishonest and fraudulent" manner in which the defendants managed the stud career of Ready's Image and the breach of a number of relevant contracts between the parties.
A. Factual Background
Plaintiff James T. Scatuorchio has been involved in the development and racing of
thoroughbred horses for over ten years. In 2008, he formed Scatuorchio, LLC as a Florida Limited Liability Company, of which he serves as the sole member. [Record No. 72 ¶ ¶ 17, 18] Scatuorchio, LLC, along with James T. Scatuorchio's children, Kevin Scatuorchio and Courtney Sullivan, each own interests in Ready's Image. [ Id. ¶ 19] Walmac Farm is located in Lexington, Kentucky. It boards, breeds, sells, establishes the stud lines of, and markets the breeding potential of stallions. [ Id. ¶ 24] Saybrook is an entity associated with Walmac Farm which markets its thoroughbreds for breeding. [ Id. ¶ 25]
In 2008, the Walmacs  approached James T. Scatuorchio about buying an ownership interest in Ready's Image and managing the horse's career as a stud. [ Id. ¶ 20] During these discussions, the Walmacs made a number of representations concerning the defendants' ability to manage Ready's Image's stud career. Among these representations was that: (i) they could " do everything that was necessary to maximize the likelihood of Ready's Image's success; (ii) Jones owned Walmac Farm and was a " stallion manager," a breeding industry professional responsible for breeding and handling stallions; (iii) the Walmacs " had an excellent reputation in Kentucky thoroughbred breeding community; and (iv) they had the ability and means to successfully market Ready's Image in both the United States (" Northern Hemisphere" ) and Australia (" Southern Hemisphere" ). [ Id. ¶ ¶ 21, 27] Additionally, the Walmacs represented that they could expose Ready's Image to a " book of more than 100 mares" in the horse's first breeding season. [ Id. ¶ 28] The plaintiffs estimate that this could have generated roughly $1.5 million in stud fees. [ Id. ]
The plaintiffs allege that these representations " resonated with [them] because their overriding goal was (and is) to successfully breed Ready's Image to a sufficient quality and quantity of mares to satisfactorily ensure that his blood line would continue for generations," as this is " essential to Ready's Image establishing himself as a successful stallion." [Record No. 109, p. 5; Record No. 72, ¶ 28] Based on the representations made by the Walmacs, in October 2008, Scatuorchio, LLC, Kevin Scatuorchio, and Courtney Sullivan sold a two-thirds undivided interest in Ready's Image to Walmac Stud for $2.4 million. [Record No. 72 ¶ ¶ 32, 47] This initial transfer of ownership interests was memorialized in the " Sale Agreement" and " Co-Ownership Agreement" (" COA" ). [ Id. ¶ ¶ 32-35] As part of the agreements effectuating the sale and co-ownership arrangements, Walmac Stud was named as the " Stallion Manager," and would be responsible for the day-to-day management of Ready's Image and " procuring business for the syndicate in the form of mare owners paying to breed their mares to Ready's Image." [Record No. 109, p. 5; Record No. 72 ¶ 39]
1. Southern Hemisphere Agreements
On April 23, 2009, the parties entered into three additional agreements vesting other entities with ownership rights and responsibilities concerning the management of Ready's Image in the Southern Hemisphere. [Record No. 72 ¶ 51] These agreements consisted of: (i) the Southern Hemisphere Sale Agreement; (ii) the Southern Hemisphere Co-Ownership Agreement (" SHCOA" ); and (iii) Southern Hemisphere Lease Agreement (" SHLA" ),
(collectively, the " Southern Hemisphere Agreements" ). [ See id. ¶ ¶ 51-67]
The Southern Hemisphere Agreements conferred an ownership interest in Ready's Image to Defendant Lincoln-Walmac, and the SHCOA designated Walmac Stud as the stallion manager for all Southern Hemisphere operations. [ Id. ¶ ¶ 41, 52, 60] The underlying purpose of the SHCOA was to govern the rights and obligations of the parties having an ownership interest in Ready's Image in the Southern Hemisphere during the stallion's time in Australia, where it spends several months of the year breeding. [ Id. ¶ 58]
Under the SHLA, Lincoln-Walmac was also designated as a lessee of the " use, purpose and attributes" for the purpose of Ready's Image's breeding in the Southern Hemisphere for the 2009-2012 Southern Hemisphere breeding seasons. [Record No. 72-1, p. 67] In accordance with the SHLA, Lincoln-Walmac also assumed the responsibility for the care, upkeep, and marketing of Ready's Image in the Southern Hemisphere, and thus became " in essence . . . the Stallion Manager of Ready's Image in the Southern Hemisphere for the duration of the lease." [ Id. ¶ ¶ 65, 66; Record No. 109, p. 6] Lincoln-Walmac was responsible for remitting to the co-owners  any revenue generated by Ready's Image in the Southern Hemisphere in the form of " Stallion Rent."  [Record No. 72 ¶ 65]
2. Mare Agreement
As dictated by the original Sale Agreement, Walmac Stud was responsible for the marketing and procuring mares to breed with Ready's Image. [ Id. ¶ 68] However, by early 2010 James Scaturochio, Kevin Scatuorchio, and Bryan Sullivan (collectively, the " Mare plaintiffs" ) became concerned that not enough was being done to promote Ready's Image to potential mare-owners. [ Id. ¶ 69] Due to these concerns, the Mare plaintiffs entered into the " Mare Agreement" with Walmac Farm on January 20, 2010.  [ Id. ¶ ¶ 68-70] Pursuant to the Mare Agreement, the Mare plaintiffs would receive the proceeds of any contracts associated with mares delivered by any of the Mare plaintiffs to Walmac Farm for breeding with Ready's Image, up to a limit of twenty mares during
the 2010 season. [ Id. ¶ 72] In accordance with the Mare Agreement, the Mare plaintiffs delivered at least ten mares to the Walmacs for breeding to Ready's Image. [ Id. ¶ 83]
The plaintiffs allege that the defendants have failed to meet their obligations as set forth in these contracts. The plaintiffs have not received from " any defendant any distribution of revenues generated by Ready's Image," and have not received any funds from Walmac Farm or Walmac Stud pursuant to the Mare Agreement. [ Id. ¶ ¶ 73-77] Additionally, pursuant to an audit by the Curchin Group, LLC that was conducted at the behest of the plaintiffs, it was found that: " the billing records were demonstrably erroneous; moneys appropriately due to Ready's Image had been inexplicably diverted from Ready's Images' account; the Walmacs had overbilled [the plaintiffs] for various expenses; and there was simply not a complete accounting relative to Ready's Image from which [the plaintiffs] could either complete their tax returns or ascertain moneys due." [ Id. ¶ 79]
B. Procedural History
On March 30, 2011, the plaintiffs commenced this action in New Jersey state court.  The defendants then removed the matter to the District Court of New Jersey. [Record Nos. 1, 1-2] Following removal, the defendants moved to dismiss the action in favor of mediation or arbitration. In the alternative, they sought to transfer venue. On November 21, 2011, this action was transferred to this district. [Record Nos. 19, 28] Thereafter, the plaintiffs were granted leave to file a Second Amended Verified Complaint (the " Complaint" ), and the defendants renewed their motion to dismiss in favor of arbitration or mediation. [Record Nos. 71, 72, 75] The Complaint consists of fourteen counts arising from the ownership and management of Ready's Image. Specifically, the plaintiffs allege that the defendants fraudulently induced the plaintiffs to transfer ownership interests in Ready's Image to the defendants and that after the ownership and management interests were transferred, the defendants breached the relevant agreements between the parties, resulting in breach of contract and fiduciary duties, fraud, waste, and conversion.
On September 13, 2012, the Court addressed the defendants' second renewed motion to dismiss in favor of arbitration or mediation, and directed that certain counts of the Complaint be submitted to arbitration. [Record Nos. 86, 103] The Court's September 13, 2012 Memorandum Opinion and Order was later amended and clarified by subsequent Order on January 2, 2013. The Court held that the plaintiffs' claims in Counts One, Two, Four, Five, Seven, Nine through Thirteen, and part of Counts Eight and Fourteen, as they pertain to the parties Scatuorchio, LLC, Walmac Stud, John T.L. Jones III, James Scatuorchio, Kevin Scatuorchio, and Courtney Sullivan, should be submitted to arbitration. [Record No. 103, p. 17]
On January 9, 2013, this matter was reassigned to the undersigned following the retirement of United States District Judge Jennifer B. Coffman. [Record No. 109] The defendants now move to dismiss Counts Five, Six, Seven, Eight, Nine, Eleven, Twelve, and Fourteen of the Complaint for failure to state a claim. [Record No. 105] Specifically, the defendants seek the following relief:
(1) Lincoln-Walmac moves to dismiss Count Five -- Breach of Duty of Good Faith and Fair Dealing Owed Pursuant to the Southern Hemisphere Agreements;
(2) Walmac Stud and Walmac Farm move to dismiss Count Six -- Breach of Duty of Good Faith and Fair Dealing Owed Pursuant to the Mare Agreement;
(3) Lincoln-Walmac moves to dismiss Count Seven -- Breach of Fiduciary Duties;
(4) Walmac Farm moves to dismiss Count Eight -- Fraudulent Inducement -- in its entirety;
(5) Walmac Farm, Walmac Stud, and Jones move to dismiss Count Eight -- Fraudulent Inducement -- as it relates to the Mare Agreement;
(6) Walmac Farm, Saybrook, and Lincoln-Walmac move to dismiss Count Nine -- Accounting;
(7) Walmac Farm and Lincoln-Walmac move to dismiss Count Eleven -- Conversion;
(8) Walmac Farm moves to dismiss Count Twelve -- Violation of the New Jersey Consumer Fraud Act;
(9) Walmac Stud and Lincoln-Walmac move to dismiss, in part, Count Fourteen -- Rescission or Reformation -- which deals with reformation of the arbitration clause; and
(10) Lincoln-Walmac moves to dismiss, in part, Count Fourteen -- Rescission or Reformation -- pertaining to the issue of rescission, as a whole.
The defendants' primary argument is that the plaintiffs assert claims which are not recognized under Kentucky law. [Record No. 105] Plaintiffs Scatuorchio, LLC, James T. Scatuorchio, Kevin Scatuorchio, Courtney Sullivan, and Bryan Sullivan have responded, arguing that the defendants' motion to dismiss is without merit. They contend that the Complaint " more than adequately state[s] numerous causes of action." [Record No. 109, p. 2]
The applicable standard of review and analysis for a motion for judgment on the pleadings under Rule 12(c) is the same for motions brought under Rule 12(b)(6). See Equal Emp't Opportunity Comm'n v. J.H. Routh Packing Co., 246 F.3d 850, 851 (6th Cir. 2001). Thus, the Court must determine whether the complaint alleges " sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell A. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). The plausibility standard is met " when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. (citing Twombly, 550 U.S. at 556). Although the complaint need not contain " detailed factual allegations" to survive a motion to dismiss, " a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 555 (internal quotation marks and alteration omitted).
In considering a 12(b)(6) motion, the Court is required to " accept all of plaintiff's factual allegations as true and determine whether any set of facts consistent with the allegations would entitle the plaintiff to relief." G.M. Eng'rs & Assoc., Inc. v. West Bloomfield Twp., 922 F.2d 328, 330 (6th Cir. 1990) (citation omitted). However, the Court need not accept as true legal conclusions cast in the form of factual allegations if those conclusions cannot be plausibly drawn from the facts, as alleged. See Iqbal,
556 U.S. at 678 (" [T]he tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions." ); see also Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) (noting that in reviewing a motion to dismiss, the district court " must take all the factual allegations in the complaint as true," but that the court is " not bound to accept as true a legal conclusion couched as a factual allegation" ). Thus, Rule 12(b)(6) essentially " allows the Court to dismiss, on the basis of a dispositive issue of law, meritless cases which would otherwise waste judicial resources and result in unnecessary ...