800 COOPER FINANCE, LLC v. LIU et al

Filing 185

OPINION. Signed by Judge Joseph H. Rodriguez on 8/16/2022. (dmr)

Case 1:16-cv-00736-JHR-SAK Document 185 Filed 08/16/22 Page 1 of 12 PageID: 4068

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY

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: Civil Action No. 16-736 (JHR/JS)
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: Civil Action No. 17-456 (JHR/JS)
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: OPINION
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800 COOPER FINANCE, LLC,
Plaintiff,
v.
SHU-LIN LIU, et al.,
Defendants.

KL HOLDINGS, INC., SHU-LIN LIU
AND JOLIN CHIAOLIN TSAO,
Plaintiffs,
v.
800 COOPER FINANCE, LLC, JIMMY
KWONG, KATHARINA M. GREGORIO,
and John Does 1-5,
Defendants.

This matter is before the Court on the motion to dismiss for lack of subject-matter
jurisdiction and, alternatively, for summary judgment and the appointment of a special master.
[17-456 Dkt. 67] 1 filed by Counterclaim Defendant 800 Cooper Finance, LLC (“800 Cooper”).
For the reasons set forth below, the Court will deny this motion.

1

The motion before the Court was filed in connection with the 17-456 matter. Docketing in
these companion cases has created some inconsistency and confusion, with some filings
appearing on one docket but not the other. Thus, the Court will refer to the case number and
docket entry for each record citation.
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I.

Introduction
The Court has recited the facts relevant to this motion previously [see 16-736 Dkt. 161],

and largely repeats those facts here for convenience.
Counterclaim Plaintiffs KL Holdings, Inc. (“KL Holdings”); Shu-Lin Liu; and Jolin
Chiaolin Tsao (collectively “Counterclaim Plaintiffs”) seek to recover funds that Counterclaim
Plaintiffs paid to 800 Cooper to obtain release from a series of loans. Between 2005 and 2011,
KL Holdings obtained two business loans and a line of credit for $801,000 in total from PNC
Bank (collectively “the Loans”).2 KL Holdings secured the Loans with a parcel of real estate in
Camden, New Jersey referred to as the “Bridgeview Property.”
In 2015, KL Holdings entered an agreement with Kamgirsons, Inc. (“Kamgirsons”) to
sell the Bridgeview Property to Kamgirsons. Jimmy Kwong (“Kwong”) was a principal for
Kamgirsons. After receiving information about the Loans and the Bridgeview Property during
negotiations, Kamgirsons cancelled the agreement of sale and withdrew from negotiations. 800
Cooper then purchased the Loans from PNC Bank. [16-736 Dkt. 128-2 ¶ 0].
On February 10, 2016, 800 Cooper filed a complaint in this Court against Counterclaim
Plaintiffs seeking “confession of judgment” after KL Holdings allegedly defaulted on the Loans
for failing to make timely payments. [See 16-736 Dkt. 1]. 800 Cooper required the following
payments:
$100,000 Line of Credit: Principal, $62,819.50; Interest, $7,987.91
$500,000 Business Loan: Principal, $439,962.96; Interest, $21,830.29
Legal Fees: $ 982.50
Appraisal Fees: $ 3,900.00
$201,000 Business Loan: Principal, $201,000.00; Interest, $9,881.04
Total Due and Owing through March 1, 2016: $748,364.20

2

The Court will refer to the agreements between KL Holdings and PNC Bank that memorialized
the Loans as the “Loan Agreements.”
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[16-736 Dkt. 72 at 2-3].
Counterclaim Plaintiffs disputed—and continue to dispute—that they defaulted on the
Loans and the amount due to 800 Cooper. [See 16-736 Dkt. 144 at 5; 16-736 Dkt. 54 ¶¶ 8–13].
But Counterclaim Plaintiffs wanted to sell the Bridgeview Property to a third party and could not
do so until 800 Cooper released its security interest in the Bridgeview Property. Counterclaim
Plaintiffs allege that 800 Cooper used the security interest to hold Counterclaim Plaintiffs
hostage and refused to release its interest until Counterclaim Plaintiffs met 800 Cooper’s
“excessive” demands. [Dkt. 144 at 34–35; Dkt. 54 ¶¶ 12, 16–17]. Counterclaim Plaintiffs
obtained $200,000 in bridge loans from another lender and paid the amount that 800 Cooper
claimed was due on the Loans, even though Counterclaim Plaintiffs believed that the loan payoff
amount exceeded the amount owed. [Dkt. 54 ¶¶ 17–18]. The Court will refer to the funds that
Counterclaim Plaintiffs paid to obtain the release as the “Loan Payoff Funds.” On July 27, 2017
counsel for 800 Cooper voluntarily dismissed the suit against Counterclaim Plaintiffs. [16-736
Dkt. 41].
After Counterclaim Plaintiffs obtained the release, they moved to amend their answer to
800 Cooper’s complaint against them to assert counterclaims against 800 Cooper. [See 16-736
Dkt. 42]. Judge Schneider granted the motion, and Counterclaim Plaintiffs asserted
counterclaims against 800 Cooper alone for breach of contract, conversion, and unjust
enrichment (Counterclaims I–III, respectively). Counterclaim Plaintiffs also filed counterclaims
against 800 Cooper, Kwong, and Gregorio for “improper cancellation of 800 Cooper, LLC” and
improper distribution of LLC assets (Counterclaims IV–V, respectively). [See 16-736 Dkt. 54].
Counterclaims I–III assert that 800 Cooper’s “payoff demand included the following
amounts which were and are not due and owing:”

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a.
b.
c.
d.
e.

f.
g.
h.

i.
j.

Late charges of $4,825.47 (not recoverable after acceleration of the loan);
Annual Fees of $1,225.00 (not recoverable after acceleration of the loan);
Appraisal Fee of $3,900 (no evidence of appraisal or payment of fee provided);3
PNC Legal Fees of $982.50 (no documentation for fee provided);
Collection Costs of $46,244.24 (no judicial determination of whether legal fees
and costs are reasonable and whether they are warranted in this case, in which
[800 Cooper] accelerated loan and filed action without proper notice, did not
obtain judicial determination in its favor, filed erroneous complaint and
confession of judgment, and charged amounts far in excess of what is reasonable
under the circumstances, and refused to provide documentation supporting
collection costs assessed);
Processing Fee of $1,800 (no basis for assessment under loan documents);
Failure to credit principal reduction payment of $1,182.14;
Default interest improperly assessed of $22,951.02 (default interest not
recoverable because loans extended and Plaintiff acted in bad faith, and because
default rate of interest constitutes an unenforceable penalty unrelated to actual
expenses incurred by lender);
Interest Costs incurred for bridge loan in excess of $16,000; and
Legal Fees to secure release of Mortgage in excess of $1,500.

[16-736 Dkt. 54, Counterclaim ¶¶ 22, 28]. The counterclaims seek to recover these allegedly
improper fees, which exceed $100,000 in total. Counterclaim Plaintiffs asserted subject-matter
jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 in part because the damages
alleged exceed $75,000. [16-736 Dkt. 54, Counterclaim ¶ 6]. Counterclaim Plaintiffs also
asserted that the Court had supplemental jurisdiction over the counterclaims under 28 U.S.C. §
1367 because the counterclaims “are related to and arise out of” the claims asserted by 800
Cooper against Counterclaim Plaintiffs. [Id.].
800 Cooper moved to dismiss the counterclaims alleging, among other things, that the
Court lacked subject-matter jurisdiction over the Counterclaims. [See 16-736 Dkt. 59-1]. 800
Cooper argued that the Loan Agreements permitted 800 Cooper to charge Counterclaim
Plaintiffs for the “collection costs” and other fees which Counterclaim Plaintiffs allege to be

3

In their opposition brief, Counterclaim Plaintiffs assert that they no longer seek damages for
this appraisal fee. [17-456 Dkt. 78 at 22].
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improper, and that there was no basis in the Loan Agreements for Counterclaim Plaintiffs to
recover bridge loan interest. 800 Cooper concluded that that Counterclaim Plaintiffs lacked a
basis in the Loan Agreements or otherwise to establish more than $75,000 in damages as 28
U.S.C. § 1332(a) requires. [16-736 Dkt. 59-1 at 7-10]. The Court denied this motion after
finding that the counterclaims asserted more than $75,000 in damages in good faith. [See Dkt.
16-736 Dkt. 72 at 11-13]. The Court also found supplemental jurisdiction over the counterclaims
under § 1367. [Id. at 14].
More than three years later after its initial motion to dismiss, 800 Cooper filed the present
motion to dismiss for lack of subject-matter jurisdiction. [17-456 Dkt. 67]. 800 Cooper again
contends that Counterclaim Plaintiffs “exaggerate” 800 Cooper’s potential liability, cannot
recover more than $75,000 in damages and, therefore, cannot satisfy § 1332(a)’s $75,000
amount-in-controversy requirement. [Id.]. 800 Cooper also argues that, if the Court finds that it
has subject-matter jurisdiction, it should convert this motion into a motion for summary
judgment with respect to “the calculation of permissible collection costs at payoff,” “the
determination of the portion of the bridge loan interest that may be asserted as damages,” and
“the determination that the appraisal fee was permissible.” [17-456 Dkt. 67-1 at 22-23]. 800
Cooper also asks the Court to appoint a special master to calculate the amount of interest that
Counterclaim Plaintiffs can recover.
II.

Standard of Review
Parties moving to dismiss under Federal Rule of Civil Procedure 12(b)(1) may raise a

facial or factual challenge to subject-matter jurisdiction. Gould Elecs. Inc. v. United States, 220
F.3d 169, 176 (3d Cir. 2000). A facial attack asserts that the factual allegations in a complaint
are “insufficient to invoke the subject matter jurisdiction of the court.” Const. Party of Pa. v.

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Aichele, 757 F.3d 347, 358 (3d Cir. 2014). A factual challenge attacks the factual basis for a
plaintiff’s claim to federal jurisdiction. See CNA v. United States, 535 F.3d 132, 145–46 (3d Cir.
2008), as amended (Sept. 29, 2008). A factual challenge can consider information beyond the
pleadings, and no “a presumptive truthfulness attaches to plaintiff’s allegations.” Mortensen v.
First Fed. Sav. & Loan Ass’n, 549 F.2d 884, 891 (3d Cir. 1977); see also Martinez v. U.S. Post
Office, 875 F. Supp. 1067, 1070 (D.N.J. 1995).
III.

Analysis
800 Cooper argues that the Court lacks subject-matter jurisdiction over the counterclaims

asserted against 800 Cooper because Counterclaim Plaintiffs cannot satisfy the $75,000 amountin-controversy requirement necessary for diversity jurisdiction under 28 U.S.C. § 1332. [17-456
Dkt. 67-1 at 15]. 800 Cooper also argues that, if the Court finds that it has subject-matter
jurisdiction over the counterclaims, the Court should grant partial summary judgment in 800
Cooper’s favor and appoint a special master to calculate loan interest amounts. [17-456 Dkt. 671 at 3]. The Court will address each of these arguments in turn.
a. Amount in Controversy
For a court to exercise diversity jurisdiction, there must be a controversy between citizens
of different states, and the amount in controversy must exceed $75,000. See 28 U.S.C. §
1332(a)(1). Generally, courts “discern the amount in controversy by consulting the face of the
complaint and accepting the plaintiff’s good faith allegations.” Dolin v. Asian Am. Accessories,
Inc., 449 F. App’x 216, 218 (3d Cir. 2011). Where factual disputes underly an amount-incontroversy determination, courts must resolve those “disputes under the preponderance of the
evidence standard, with the burden resting on the party alleging jurisdiction.” Schober v.
Schober, 761 F. App'x 127, 129 (3d Cir. 2019). But where fact issues underlying “the

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jurisdictional issue cannot be decided without the ruling constituting at the same time a ruling on
the merits, [courts must] permit the cause to proceed to trial.” Nelson v. Keefer, 451 F.2d 289,
292 (3d Cir. 1971) (quoting Wade v. Rogala, 270 F.2d 280, 285 (3rd Cir. 1959)).
“After the court makes findings of fact, it must apply the ‘legal certainty’ test for
jurisdiction.” Schober, 761 F. App’x at 129 (citing Samuel-Bassett v. KIA Motors Am., Inc., 357
F.3d 392, 398 (3d Cir. 2004)). Under this test, courts may dismiss a case where it appears to a
“legal certainty that the claim is really for less than the jurisdictional amount to justify
dismissal.” St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 289 (1938). “Such
dismissal may be appropriate where the facts indicate that a plaintiff claimed certain damages
merely to obtain federal court jurisdiction, or where the court determines that no reasonable jury
could award that amount.” Schober, 761 F. App’x at 129 (citations omitted).
As it did three years ago, 800 Cooper contends that Counterclaim Plaintiffs cannot
recover more than $75,000 in damages in this lawsuit. [17-456 Dkt. 67-1 at 15]. 800 Cooper
argues that the damages which Counterclaim Plaintiffs allege “were legally and contractually
permissible fees and costs paid by Counterclaim Plaintiffs during the subject loan payoff.” [17456 Dkt. 67-1 at 15]. 800 Cooper asks the Court to interpret the Loan Agreements and confirm
that the Loan Agreements permitted 800 Cooper to charge the fees that Counterclaim Plaintiffs
allege to be excessive and which provide the basis for Counterclaim Plaintiffs’ damages
calculation.4 800 Cooper also argues that Counterclaim Plaintiffs lacked a good-faith basis to
seek “damages for bridge loan interest, collection costs, and an appraisal fee.” [Id.].

[E.g. 17-456 Dkt. 67-1 at 18 (“Counterclaim Plaintiffs allege in their statement of damages
there has been no judicial determination as to whether legal fees and costs were reasonable and
whether were warranted as part of the loan payoff. But the various loan agreements, notes, and
Confessions of Judgment executed and agreed to by Counterclaim Plaintiffs clearly and
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Counterclaim Plaintiffs respond that 800 Cooper improperly seeks to relitigate 800
Cooper’s initial motion to dismiss, which was filed more than three years ago and rejected nearly
three years ago. [17-456 Dkt. 78 at 9-10]. Counterclaim Plaintiffs observe that the Court
previously found that it was not a “legal certainty” that their counterclaims would fall short of
the $75,000 amount-in-controversy threshold, and contend that the law of the case doctrine
precludes 800 Cooper from arguing otherwise now. [17-456 Dkt. 78 at 6-7]. Counterclaim
Plaintiffs also argue that their damages claims still meet the “legal certainty” standard described
above. [17-456 Dkt. 78 at 10].
“The law of the case doctrine directs courts to refrain from re-deciding issues that were
resolved earlier in the litigation.” Pub. Int. Rsch. Grp. of N.J., Inc. v. Magnesium Elektron, Inc.,
123 F.3d 111, 116 (3d Cir. 1997). However, “courts may reconsider issues that impinge on their
jurisdictional powers … when extraordinary circumstances warrant such reconsideration.” Id. at
118. Extraordinary circumstances “include situations in which: (1) new evidence is available;
(2) a supervening new law has been announced; or (3) the earlier decision was clearly erroneous
and would create manifest injustice.” Id. at 117 (citing Bridge v. U.S. Parole Commission, 981
F.2d 97, 103 (3d Cir. 1992)).
The Court agrees that the law-of-the-case doctrine defeats 800 Cooper’s motion. In the
Court’s view, the arguments in the present motion to dismiss are variations on the arguments
which the Court considered and rejected nearly three years ago. For example, 800 Cooper
argued previously that Counterclaim Plaintiffs could not recover the $16,000 bridge loan interest
because “[n]othing in the [Loan Agreements] or otherwise would suggest any liability by 800

consistently provide Counterclaim Defendant power to assess far more than the $46,244.24 in
collection costs and deem such costs as reasonable costs in pursing the loan payoff.”)].
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Cooper for [Counterclaim Plaintiffs’] costs to satisfy the validly existing debt.” [16-736 Dkt. 591 at 8]. Now, 800 Cooper argues that Counterclaim Plaintiffs cannot recover all of the bridge
loan interest because $736,864.08 of the $819,974.45 that Counterclaim Plaintiffs paid to secure
the release from the Loans was the loan principal, which Counterclaim Plaintiffs “indisputably
owed.” [17-456 Dkt. 67-1 at 16]. 800 Cooper contends that it cannot be liable for interest on all
$200,000 of the bridge loans when the difference between the loan principal and the payoff
amount—a difference comprised of the allegedly excessive fees—is only $83,110.37. [17-456
Dkt. 67-1 at 16]. This argument, like the other arguments raised in 800 Cooper’s present motion,
does not rely on new evidence, a change in law, or clear error in the Court’s prior decision. As
such, 800 Cooper’s motion does not present “extraordinary circumstances” that require the Court
to reconsider jurisdictional “issues that were resolved earlier in the litigation.” Pub. Int. Rsch.
Grp. of N.J., 123 F.3d at 116.
Even if the law-of-the-case doctrine was not dispositive, 800 Cooper’s motion would still
fail. At bottom, 800 Cooper’s motion asks the Court to address the merits of 800 Cooper’s
defenses to liability, find that 800 Cooper’s defenses prevail, and conclude that Counterclaim
Plaintiffs cannot satisfy § 1332’s amount-in-controversy requirement. But “[t]he test for whether
a case satisfies the amount in controversy requirement is whether the complaint makes a goodfaith claim for the amount, not whether the plaintiff is actually entitled to such an amount.”
Herremans v. Carrera Designs, Inc., 157 F.3d 1118, 1121 (7th Cir. 1998) (citations omitted).
For this reason, “defenses asserted on the merits may not be used to whittle down the amount in
controversy.” Scherer v. Equitable Life Assurance Soc'y of U.S., 347 F.3d 394, 397 (2d Cir.
2003) (citations and quotations omitted). Accord Smithers v. Smith, 204 U.S. 632, 642 (1907)
(“The rule that the plaintiff’s allegations of value govern in determining the jurisdiction, except

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where, upon the face of his own pleadings, it is not legally possible for him to recover the
jurisdictional amount, controls even where … a perfect defense might be interposed to a
sufficient amount of the claim to reduce it below the jurisdictional amount.”); Zacharia v.
Harbor Island Spa, Inc., 684 F.2d 199, 202 (2d Cir. 1982) (finding that the district court erred in
dismissing a case for failure to satisfy the amount-in-controversy requirement after determining
that a statute limited damages to $1,000 because the district court “contravene[d] the rule that the
existence of a valid defense does not deprive a federal court of jurisdiction” (citations omitted)));
Nelson, 451 F.2d at 292 (noting that the “necessary choice … where the jurisdictional issue
cannot be decided without the ruling constituting at the same time a ruling on the merits, is to
permit the cause to proceed to trial.” (quoting Wade, 270 F.2d at 285)); Associated Bus. Tel. Sys.
Corp. v. Danihels, 829 F. Supp. 707, 710 (D.N.J. 1993) (finding that it was “premature” to
consider merits defenses that might reduce damages below the statutory threshold). Addressing
800 Cooper’s amount-in-controversy argumenst would require the Court to interpret the Loan
Agreements and rule on the merits of 800 Cooper’s defenses. While 800 Cooper may raise its
contract interpretation arguments in a motion for summary judgment, the Court finds that it
would be improper to address them in the context of a challenge to subject-matter jurisdiction.
800 Cooper also argues that “damages for bridge loan interest, collection costs, and an
appraisal fee” should not count towards the amount-in-controversy calculation because
Counterclaim Defendants seek these damages in bad faith.5 [17-456 Dkt. 67-1 at 15]. 800
Cooper contends that Counterclaim Plaintiffs sought these costs and fees to “artificially inflate

The test for good or bad faith is the “legal certainty” test articulated above. See Nelson, 451
F.2d at 292–93 (“[T]he basic criterion for determining ‘good faith’ is that must appear to a legal
certainty that the claim is really for less than the jurisdictional amount to justify dismissal.”
(quoting St. Paul Mercury Indemnity, 303 U.S. at 288-89)).
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[their] alleged damages in order to meet the amount in controversy requirement.” [17-456 Dkt.
67-1 at 15]. As noted above, Counterclaim Plaintiffs assert that they no longer seek damages for
this appraisal fee. [17-456 Dkt. 78 at 22]. Otherwise, 800 Cooper’s argument is conclusory and
lacks factual and legal support. This argument is also dubious because Counterclaim Plaintiffs
asserted supplemental federal jurisdiction over their counterclaims under 28 U.S.C. § 1367
independent of their claim to diversity jurisdiction under § 1332. [16-736 Dkt. 67 at 10 ¶ 4].
Moreover, this bad faith argument is another way of asking the Court to consider the
merits of 800 Cooper’s defenses, which the Court declines to do for the reasons stated above.
See Red Cab, 303 U.S. at 289 (“The inability of plaintiff to recover an amount adequate to give
the court jurisdiction does not show his bad faith or oust the jurisdiction.”); Wolde-Meskel v.
Vocational Instruction Project Cmty. Servs., Inc., 166 F.3d 59, 63 (2d Cir. 1999) (“[A] valid
defense offered by the defendant, or actual recovery in an amount less than the minimum
jurisdictional amount—‘do [ ] not show [plaintiff's] bad faith or oust the jurisdiction.’” (quoting
Red Cab, 303 U.S. at 289)); Great N. Ins. Co. v. ADT Sec. Servs., Inc., 517 F. Supp. 2d 723, 754
(W.D. Pa. 2007).
In sum, the Court declines to find that it lacks subject-matter jurisdiction over this case
and will deny 800 Cooper’s motion to dismiss for lack of jurisdiction.
b. Motion for Summary Judgment, Special Master
800 Cooper argues that, if the Court declines to grant its motion to dismiss for lack of
subject-matter jurisdiction, the Court should construe its motion as a motion for partial summary
judgment with respect to “the calculation of permissible collection costs at payoff,” “the
determination of the portion of the bridge loan interest that may be asserted as damages,” and
“the determination that the appraisal fee was permissible.” [17-456 Dkt. 67-1 at 22-23]. 800

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Cooper also asks the Court to appoint a special master to “determine the proper amount of
interest that was to be assessed at loan payoff.” [17-456 Dkt. 67-1 at 23].
The Court declines to treat this motion as a motion for summary judgment. As
Counterclaim Plaintiffs point out, 800 Cooper has not submitted a statement of material
undisputed facts as the local rules require for summary judgment motions. See L. Civ. R. 56.1(a)
(“On motions for summary judgment, the movant shall furnish a statement which sets forth
material facts as to which there does not exist a genuine issue, in separately numbered
paragraphs citing to the affidavits and other documents submitted in support of the motion. A
motion for summary judgment unaccompanied by a statement of material facts not in dispute
shall be dismissed.”). The Court declines to convert the motion because 800 Cooper did not
comply with local rules.
The Court also declines to appoint a special master to evaluate interest at this juncture.
The Court agrees with Counterclaim Plaintiffs that 800 Cooper provide no factual or legal
support for this request. [17-456 Dkt. 78 at 22].
IV.

Conclusion
For the reasons stated above, the Court will deny 800 Cooper’s motion to dismiss, its

request to treat the motion to dismiss as a motion for summary judgment, and its request to
appoint a special master to calculate interest. An appropriate order will follow.

August 16, 2022

/s/ Joseph H. Rodriguez, USDJ

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