Cannady v. Jim Koons Automotive Company
MEMORANDUM OPINION. Signed by Judge Stephanie A. Gallagher on 11/13/2023. (bas, Deputy Clerk)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
JIM KOONS AUTOMOTIVE COMPANY
Civil No. SAG-23-2170
Plaintiff Carlmichael Cannady, who is self-represented, filed this lawsuit against Jim
Koons Automotive Company, asserting claims stemming from the sale of a luxury vehicle. ECF
1. Jim Koons Automotive Company filed a motion to dismiss and for summary judgment,
attaching an exhibit establishing that it does not sell vehicles, is not the entity that sold Plaintiff
the vehicle, and has had no contact or relationship with Plaintiff. ECF 6; ECF 6-2 ¶ 3. In response,
Plaintiff filed a motion for leave to amend his complaint. ECF 8. The proposed Amended
Complaint names two additional defendants, Koons Chevrolet Buick GMC and Koons of
Clarksville, but continues to name Jim Koons Automotive Company as a defendant. ECF 8-1. This
Court has reviewed the motion to dismiss or for summary judgment, the motion for leave to amend,
and the associated briefing. ECF 9, 11, 13. No hearing is necessary. See Local Rule 105.6 (D. Md.
2023). For the reasons that follow, Plaintiff’s motion for leave to amend his complaint will be
granted, but Jim Koons Automotive Company’s motion for summary judgment will also be
granted, allowing Plaintiff to proceed with his case only against the two newly named defendant
Plaintiff’s Amended Complaint alleges that on February 10, 2022, he entered into a
contract to purchase a 2020 Lamborghini Urus from Koons Chevrolet Buick GMC, for a purchase
price of $290,000.00. ECF 8-1 ¶¶ 2, 6. Plaintiff alleges that Koons Chevrolet Buick GMC was
owned by Koons of Clarksville, Inc. 1 (collectively, “Koons”) at the time of the purchase. Id. ¶ 3.
Plaintiff alleges that Koons induced him to purchase the vehicle by representing that the vehicle
had only 24,800 miles, but that Koons altered the odometer after purchasing the Lamborghini at
auction, before selling it to Plaintiff. Id. ¶¶ 12–14. Plaintiff alleges that Koons’s action voided the
manufacturer’s warranty and rendered the vehicle uninsurable. Id. ¶¶ 18–19.
James O’Connell, an officer of Jim Koons Management Company Inc., submits an affidavit
stating that the company “does not sell vehicles and did not sell [Plaintiff] a vehicle.” ECF 6-2 ¶ 3.
The affidavit further states that the company has not had “any contact or relationship whatsoever
with” Plaintiff, and “does not conduct business as ‘Jim Koons Chevrolet Buick GMC.’” Id.
A defendant is permitted to test the legal sufficiency of a complaint by way of a motion to
dismiss. See, e.g., In re Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines v. Valley Cmty. Servs.
Bd., 822 F.3d 159, 165–66 (4th Cir. 2016). A Rule 12(b)(6) motion constitutes an assertion by a
defendant that, even if the facts alleged by a plaintiff are true, the complaint fails as a matter of
law “to state a claim upon which relief can be granted.” Fed. R. Civ. P. 12(b)(6).
This Court notes that Plaintiff appears to rest his claims against Koons of Clarksville, Inc. on its
ownership of the entity that actually sold him the vehicle, Koons Chevrolet Buick GMC. But under
Maryland law, a parent corporation is generally not liable for the wrongful acts of its subsidiary.
“Maryland courts will pierce the corporate veil only where it is necessary to prevent fraud or
enforce a paramount equity.” Ramlall v. MobilePro Corp., 30 A.3d 1003, 1010 (Md. Ct. Spec.
App. 2011) (declining to hold a parent company liable for breach of contract by its subsidiary
(citing Bart Arconti & Sons v. Ames-Ennis, Inc., 340 A.2d 225, 234 (Md. 1975))). That issue,
however, is not presently before this Court.
Whether a complaint states a claim for relief is assessed by reference to the pleading
requirements of Rule 8(a)(2), which provides that a complaint must contain a “short and plain
statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). The
purpose of the rule is to provide the defendants with “fair notice” of the claims and the “grounds”
for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555–56 (2007). In reviewing a
Rule 12(b)(6) motion, a court “must accept as true all of the factual allegations contained in the
complaint” and must “draw all reasonable inferences [from those facts] in favor of the plaintiff.”
E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations
omitted); Houck v. Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir. 2015).
Because Plaintiff is self-represented, his pleadings are “liberally construed” and “held to
less stringent standards than [those filed] by lawyers.” Erickson v. Pardus, 551 U.S. 89, 94 (2007)
(citation omitted). “However, liberal construction does not absolve Plaintiff from pleading a
plausible claim.” Bey v. Shapiro Brown & Alt, LLP, 997 F. Supp. 2d 310, 314 (D. Md. 2014), aff’d,
584 F. App’x 135 (4th Cir. 2014); see also Coulibaly v. J.P. Morgan Chase Bank, N.A., No. 10CV-3517, 2011 WL 3476994, at *6 (D. Md. Aug. 8, 2011) (“[E]ven when pro se litigants are
involved, the court cannot ignore a clear failure to allege facts that support a viable claim.”), aff’d
526 F. App’x 255 (4th Cir. 2013).
Moreover, a federal court may not act as an advocate for a self-represented litigant. See
Brock v. Carroll, 107 F.3d 241, 242–43 (4th Cir. 1996); Weller v. Dep’t of Soc. Servs., 901 F.2d
387, 391 (4th Cir. 1990). Therefore, the court cannot “conjure up questions never squarely
presented,” or fashion claims for a plaintiff because he is self-represented. Beaudett v. City of
Hampton, 775 F.2d 1274, 1278 (4th Cir. 1985); see also Maryland v. Sch. Bd., 560 F. App’x 199,
203 n.4 (4th Cir. 2014) (rejecting self-represented plaintiff’s argument that district court erred in
failing to consider an Equal Protection claim, because plaintiff failed to allege it in the complaint).
Ordinarily, a court “is not to consider matters outside the pleadings or resolve factual
disputes when ruling on a motion to dismiss.” Bosiger v. U.S. Airways, 510 F.3d 442, 450 (4th Cir.
2007). But sometimes, a court—in its discretion—may consider matters outside of the pleadings
and convert the 12(b)(6) motion to a summary judgment motion. Fed. R. Civ. P. 12(d). To convert
the motion, two requirements must be met. First, a court must give “some indication” to the parties
that it is “treating the 12(b)(6) motion as a motion for summary judgment.” Miller v. Maryland
Dep't of Nat. Res., 813 F. App'x 869, 873 (4th Cir. 2020) (quoting Gay v. Wall, 761 F.2d 175, 177
(4th Cir. 1985)). “This notice exists when ‘a party is aware that material outside the pleadings is
before the court,’ such as when a motion is captioned in the alternative.” Id. (quoting Gay, 761
F.2d at 177). Second, “a Rule 12(d) conversion is only proper when the parties have been ‘afforded
a reasonable opportunity for discovery.’” Id. (quoting Gay, 761 F.2d at 177). In the absence of
such an opportunity, the court should defer ruling on the motion or deny the motion for summary
judgment. Fed. R. Civ. P. 56(d). To oppose a motion for summary judgment on this basis, a
plaintiff must submit a Rule 56(d) affidavit showing that he cannot present facts essential to justify
the opposition without discovery because those facts are unavailable to him. See id.
Under Federal Rule of Civil Procedure 56(a), summary judgment is appropriate only “if
the movant shows that there is no genuine dispute as to any material fact and the movant is entitled
to judgment as a matter of law.” Fed. R. Civ. P. 56(a). The moving party bears the burden of
showing that there is no genuine dispute of material facts. See Casey v. Geek Squad Subsidiary
Best Buy Stores, L.P., 823 F. Supp. 2d 334, 348 (D. Md. 2011) (citing Pulliam Inv. Co. v. Cameo
Props., 810 F.2d 1282, 1286 (4th Cir. 1987)). If the moving party establishes that there is no
evidence to support the non-moving party's case, the burden then shifts to the non-moving party
to proffer specific facts to show that a genuine issue exists for trial. Id. The non-moving party must
provide enough admissible evidence to “carry the burden of proof in [its] claim at trial.” Mitchell
v. Data Gen. Corp., 12 F.3d 1310, 1315–16 (4th Cir. 1993). A genuine issue of material fact cannot
rest on “mere speculation, or building one inference upon another.” Miskin v. Baxter Healthcare
Corp., 107 F. Supp. 2d 669, 671 (D. Md. 1999).
Plaintiff’s Amended Complaint states a plausible claim against Koons Chevrolet Buick
GMC, the alleged seller of the vehicle. Thus, this Court will permit the Amended Complaint to be
filed. The Amended Complaint does not, however, adequately address the uncontroverted
evidence that “Jim Koons Automotive Company” does not exist. Jim Koons Management
Company Inc. uses a similar registered trade name, “Jim Koons Automotive Companies.” ECF
6-2 ¶ 2. But even that entity had no relationship with Plaintiff and did not have any involvement
in the sale of the vehicle in question. Id. ¶ 3. Plaintiff attempts to plead “agency by estoppel,”
suggesting that he was confused by the trade names into believing that the various companies were
one and the same. ECF 8-1 ¶ 65. But he has not established, or even alleged, any facts suggesting
that Jim Koons Automotive Companies or Jim Koons Management Company Inc. took any
affirmative action or made any representations suggesting that Koons Chevrolet Buick GMC was
an agent acting on its behalf. See Integrated Consulting Servs., Inc. v. LDDS Commc'ns, Inc. Ga,
176 F.3d 475 (4th Cir. 1999) (“[A]n agency by estoppel can arise only where the principal, through
words or conduct, represents that the agent has authority to act . . . .” (quoting Johns Hopkins Univ.
v. Ritter, 689 A.2d 91, 100 (Md. Ct. Spec. App. 1996))). Plaintiff’s alleged confusion cannot
overcome the actual evidence that Jim Koons Automotive Companies played no role in his
automotive transaction. No genuine issue of fact exists. Accordingly, this Court will grant
summary judgment for the defendant identified in both versions of the complaint as “Jim Koons
Automotive Company.” 2
For the reasons set forth above, Plaintiff’s motion for leave to amend, ECF 8, is
GRANTED, and his Amended Complaint, ECF 8-1, will be docketed. Jim Koons Automotive
Company’s motion, ECF 6, construed as a motion for summary judgment, is also GRANTED, and
summary judgment is entered in favor of Jim Koons Automotive Company against Plaintiff.
Plaintiff will be permitted to proceed to seek summons and to serve the two newly named entities
with the Amended Complaint. A separate Order follows.
Dated: November 13, 2023
Stephanie A. Gallagher
United States District Judge
The two requirements for converting a motion to dismiss to a motion for summary judgment
are met. First, Plaintiff was on notice about the conversion because Defendant’s motion was
“captioned in the alternative.” Miller v. Maryland Dep't of Nat. Res., 813 F. App'x 869, 873 (4th
Cir. 2020). Second, Plaintiff did not identify any additional “discovery that he was prevented
from conduct that would have . . . a material effect” on the ruling. Onan v. Cnty. of Roanoke, Va.,
52 F.3d 321 (4th Cir. 1995).
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