Sea Song Farms, LLC v. GeoStar Corporation
MEMORANDUM OPINION & ORDER: (1) GRANTING IN PART & DENYING IN PART pla's 11 MOTION for Partial Summary Judgment; (2) GRANTING pla's 14 MOTION to Seal Document; (3) DENYING pla's 17 MOTION for Hearing re 11 MOTION for Partial Summary Judgment; (4) pla shall SHOW CAUSE within 21 days why its claims for conversion & unjust enrichment should not be dismissed for failure to state a claim. Signed by Judge Joseph M. Hood on 9/30/14.(KJR)cc: COR
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF KENTUCKY
CENTRAL DIVISION at LEXINGTON
SEA SONG FARMS, LLC,
Civil Case No. 10-cv-23-JMH
MEMORANDUM OPINION & ORDER
This matter is before the Court upon the Motion for Partial
Summary Judgment of Plaintiff Sea Song Farms, LLC [DE 11], which
shall be sealed in the absence of any objection to the Motion to
Seal Document [DE 14].
Plaintiff seeks relief with respect to
Defendant GeoStar Corporation has filed a Response
stating its objection to the Motion for Partial Summary Judgment
[DE 15], and Plaintiff has filed a Reply [DE 16] in further
support of its Motion.
No hearing on the motion is necessary,
and the request for same [DE 17] shall be denied.
Sea Song Farms, LLC (“Sea Song”) is a party to a Settlement
Agreement and Release with GeoStar Corporation (“GeoStar”).
Count I of the Complaint [DE 1], Plaintiff avers a breach of
The parties are in agreement that, in January
2009, they entered into a legally binding, written Settlement
Agreement and Release (“Agreement”) supported by consideration.
transferable Gastar Exploration, Ltd. common stock (AMEX: GST)
(hereinafter referred to as the “Gastar Stock”) to Plaintiff on
amount of $4,626,282 from June 1, 2008 through December 31,
transfer the shares of Gastar Stock or to make the Cash Payment
Plaintiff’s breach of contract claim and concedes that Plaintiff
is owed money under the settlement agreement at issue this case.
[See Answer, DE 8, par. 6.]
Defendant Geostar does not dispute
payment plus the closing value of 362,628.20 Gastar shares on
judgment is appropriate with respect to Count I.
See Fed. R.
Civ. P. 56(a) and (c); Celotex Corp. v. Catrett, 477 U.S. 317,
322 (1986) (holding that, under Fed. R. Civ. P. 56, moving party
bears initial burden of specifying basis for its motion and
identifying that portion of the record that demonstrates the
Liberty Lobby, Inc., 477 U .S. 242, 247–48 (1986) (holding that,
under Rule 56, once the moving party satisfies its burden, nonmoving
demonstrating a genuine issue of fact for trial); Matsushita
Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586
(1986) (holding that, although court must review evidence in the
light most favorable to the non-moving party on motion under
Rule 56, the non-moving party must do more than merely show that
there is some “metaphysical doubt as to the material facts).
Next, the Court is not persuaded that summary judgment is
due to Plaintiff upon its claim for conversion.
wrongful exercise of dominion and control over the property of
another.” Jones v. Marquis Terminal, Inc., No. 2013–CA–000702–
MR, 2014 WL 2155255, *3-4 (Ky. Ct. App. May 23, 2014) (citing
St. Auto. Mutual Ins. Co. v. Chrysler Credit Corp., 792 S.W.2d
626, 627 (Ky. Ct. App. 1990); Oliver v. J.J.B. Hilliard, Nos.
CA–001479–MR, 2013 WL 762593 (Ky. Ct. App. Mar. 1, 2013)).
succeed on a claim of conversion, Plaintiff must demonstrate
(1) the plaintiff had
(2) the plaintiff had possession of the
property or the right to possess it at the
time of the conversion;
(3) the defendant exercised dominion over
the property in a manner which denied the
plaintiff's rights to use and enjoy the
property and which was to the defendant's
own use and beneficial enjoyment;
(4) the defendant intended to interfere with
the plaintiff's possession;
(5) the plaintiff made some demand for the
(6) the defendant's act was the legal cause
of the plaintiff's loss of the property; and
(7) the plaintiff suffered
loss of the property.
Richardson Fuel, Inc., 166 S.W.3d 55 (Ky. Ct. App. 2005)).
practical matter, the Court is not persuaded that Plaintiff has
demonstrated that it had legal title to the shares of Gastar or
the cash payment due under Kentucky law since neither item was
contractual right to obtain those shares.
conversion in Count II.
The failure of this
Plaintiff may also recover under a theory of unjust enrichment
or quantum meruit, as claimed in Count III of its Complaint, in
appropriate with respect to its breach of contract claim.
Court concludes it may not.
See Coddell Constr. Co. v. Com.,
566 S.W.2d 161, 165 (Ky Ct. App. 1997) (“The doctrine of unjust
enrichment has no application in a situation where there is an
explicit contract which has been performed.”); see also Fed. R.
Boardman Steel Fabricators, Ltd. V. Andritz, Inc., Civil Case
(holding that plaintiff may plead quantum meruit as alternative
theory of recovery where breach of contract is also pleaded).
The Court raises the arguments above with respect to the
conversion and unjust enrichment claims for the first time in
this matter and, in order to assure Plaintiff an opportunity to
dismissed for failure to state a claim, pursuant to Fed. R. Civ.
P. 12(b)(6), and final judgment entered in this matter.
Fed. R. Civ. P. 12(b)(6); Ashcroft v. Iqbal, 129 S.Ct. 1937,
complaint alleges sufficient factual matter, accepted as true,
to state a claim to relief that is plausible on its face” and
that plaintiff must plead “factual content that allows the court
to draw the reasonable inference that the defendant is liable
for the misconduct alleged.”) (internal citation and quotation
Accordingly, IT IS ORDERED:
Plaintiff Sea Song Farms, LLC [DE 11] is GRANTED IN PART and
DENIED IN PART;
That Plaintiff’s Motion to Seal Document [DE 14] is
That the request for a hearing on the motion [DE 17]
(4) That Plaintiff shall
why its claims for
conversion and unjust enrichment should not be dismissed for
failure to state a claim, pursuant to Fed. R. Civ. P. 12(b)(6),
and final judgment entered in this matter within twenty-one (21)
days of entry of this order.
This the 30th day of September, 2014.
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?