MIRZA et al v. MILLER et al
Filing
43
MEMORANDUM AND ORDER granting 32 Defts' Motion for Reconsideration, converted by the Court into a motion for summary judgment; that Pltfs' claims against Defts Jack Miller, Gelt Financial Corp. and Equity Partners Fund, are dismissed with prejudice because of res judicata. Signed by Judge Peter G. Sheridan on 8/2/2012. (gxh)
NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
SAYEED MIRZA and NASIM MIRZA
Civil Action No. 11-2192 (PGS)
Plaintiffs,
v.
MEMORANDUM & ORDER
JACK MILLER and GREGORY MARSH,
individually and d/b/a EQUITY FUNDING,
GELT FINANCIAL, FAIRGATE
PROPERTIES, PUBLIC SAVINGS BANK,
et al.
Defendants.
This matter is before the Court on a motion for summary judgment. By way of background,
a motion for reconsideration was filed by attorneys for Defendants, Jack Miller, Equity Partners
Fund, XLI, LLC (incorrectly named as “Equity Funding”), and Gelt Financial (collectively
“Defendants”), for reconsideration of the Court’s July 25, 2011 Order denying Defendants’ motion
to dismiss and allowing limited discovery on certain issues. On April 27, 2012, the Court converted
the motion for reconsideration into a motion for summary judgment in light of the Affidavit of
Patrick Hoffman, Esq. which was filed outside of the pleadings, and allowed the parties additional
time to file supplemental pleadings.
I.
Factual Background and Procedural History
Plaintiffs, Sayeed Mirza and his wife, Nasim Mirza, filed the present complaint alleging
violation of the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-2, and seeking damages against the
Defendants arising out of a failed 2009 real estate transaction in Kansas. On or about March 5, 2009,
Mr. Mirza entered into an Installment Agreement with Gelt Financial and Equity Partners for the
purchase of a former hospital building located in Ellsworth, Kansas at a purchase price of
$180,000.00. Miller Aff. Ex. B, Ex. A. Jack Miller (“Miller”) signed the 2009 Installment
Agreement as President of Equity Partners. Id. The Installment Agreement superseded a prior
contract for the sale of the hospital building dated December 1, 2008. Miller Aff. Ex. A. The 2008
Agreement provided that the property was to be sold “as is, no contingencies after the inspection.”
Id. at ¶ 5.
The 2009 Installment Agreement provided that the purchase price for the hospital building
was to be paid in 23 equal monthly installments of $1,089.88, with the balance due on March 6,
2011. Miller Aff. Ex. B, Ex. A ¶ 1. In connection with the Installment Agreement, Mr. Mirza paid
a total deposit of $27,000.00, which sum was held in escrow by Smoky Hill Title Co., located in
Ellsworth, Kansas. The Installment Agreement provided that the “property is being sold in as is
condition without any representations whatsoever.” Miller Aff. Ex. B, Ex. A ¶ 14. In the event of
default, the 2009 Installment Agreement provided that “all payments and improvements made by the
Buyer shall be retained by the Seller as liquidated damages for such default.” Id. at ¶ 10. The 2009
Installment Agreement also included a provision that Kansas law governed the Agreement. Id. at
¶ 29.
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In May 2009, Mr. Mirza inspected the hospital and allegedly discovered extensive water
damage, which Mr. Mirza asserts was not disclosed. Compl. ¶ 10. Thereafter, Mr. Mirza demanded
that the title company return his deposit. Id. at ¶ 11. On or about May 7, 2009, Gelt Financial and
Equity Partners commenced a lawsuit in the District Court of Ellsworth County, Kansas, Docket No.
09 CV 24, captioned Equity Partners Fund XLI , LLC and Gelt Financial v. Sayeed Mirza, to
recover the deposit as liquidated damages based on Mr. Mirza's breach (the "Kansas Lawsuit"). See
Miller Aff. Ex. B. On or about June 30, 2009, Mr. Mirza filed, pro se, an answer and a counterclaim
in the Kansas Lawsuit. Miller Aff. Ex. D. In the counterclaim, Mr. Mirza sought the return of the
$27,000 deposit as “damages from the Plaintiff for giving false information about the condition of
the property.” Miller Aff. Ex. D., counterclaim ¶ 1. The counterclaim alleged that “[o]ne of the
Defendants [Mr. Mirza’s business partner Ishrat Jafary] was pressured into signing the “Installment
Agreement” and was falsely informed that the agreement was for mortgage purposes only . . The
Defendants [Mr. Mirz and Mr. Jafary] consider the Installment agreement is not a valid sales contract
and respectfully request that the Agreement for Sale [2008 Installment Agreement] . . . terms be
applied and the [2009] Installment Agreement be considered void.” Id. at “Cause of Action.”
A pretrial hearing was scheduled in the Kansas Lawsuit for July 16, 2009. Miller Aff. Ex.
F. However, Mr. Mirza alleges he was unable to attend the pretrial hearing because of health
problems. Compl. ¶ 13. The Kansas court entered default judgment against Mr. Mirza the same
day. Hoffman Aff. Ex. B. The Kansas Court specifically ordered that the $27,000 being held by the
title company in escrow was to be transferred to Miller, Gelt Financial, and Equity Partners. Id. Mr.
Mirza alleges that default was improperly entered in the Kansas Lawsuit because he requested an
adjournment in that matter by way of a letter with a doctor’s note sent via facsimile to the Kansas
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judge prior to the hearing. Compl. ¶ 13.
This Court’s July 25, 2012 Order, which is the subject of the motion for reconsideration,
denied Defendants’ motion to dismiss as to Count One without prejudice, and ordered the parties
to engage in limited discovery as to whether Mr. Mirza filed an adjournment request with the Kansas
Court and whether the Kansas Court received and considered such request.
Following limited discovery, Defendants submitted the affidavit of Patrick Hoffman, Esq.,
an attorney admitted to practice in Kansas and represented the Defendants in the Kansas Lawsuit.
Notably, Mr. Mirza did not conduct any discovery. Mr. Hoffman’s affidavit states that Judge Svaty
(the Kansas court Judge) did receive and consider Mr. Mirza’s written adjournment request, but
denied the request because Mr. Mirza did not “directly” contact the judge for a continuance nor
request a court appearance or conference pursuant to Kansas’ Local Court Rule 104. With regard
to obtaining an adjournment, Rule 104 - Continuances, of the 20th Judicial District Local Court
Rules states:
Except in the case of necessity or emergency, continuances requested
less than 48 hours before the scheduled hearing will not be granted.
All continuances must be requested in writing. Continuances will not
be granted without a court appearance or conference with all parties
participating. It is the responsibility of the attorney requesting the
continuance to serve notice on all opposing counsel and to obtain a
hearing from the assigned judge.
According to Mr. Hoffman, in light of Mr. Mirza’s non-appearance, Judge Svaty directed
him to draft and submit a Journal Entry of Judgment Sanctions. Judge Svaty then signed the draft
Journal Entry on the same day. The journal entry became a final judgment on July 16, 2009 once
it was filed by the Court. The Journal Entry states:
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1.
Defendant was served with summons and petition personally
as reflected in the Court’s file.
2.
The defendant was sent Notice of Hearing.
3.
That the Defendant has not contacted the Judge before whom
this hearing was scheduled requesting a continuance, or to make
arrangements for appearance by phone, or for any other reasons.
4.
That the Defendant is not in the military service, an infant or
incompetent.
5.
That K.S.A. 60-216(b) and through incorporation K.S.A. 60237 states that a party who fails to make an appearance at a pretrial
conference or fails to participate in good faith may be subject to
sanctions, including attorneys’s fees, an order striking out pleadings
or parts thereof, or rendering a judgment against the disobedient
party.
6.
That the defendant failed to make an appearance at the Pretrial
hearing, and is subject to sanctions as a result.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED as
follows:
1.
Plaintiff is entitled to judgment for the full amount requested
in their original petition, in the amount of $27,000.
2.
Smoky Hill Title Company, as escrow agent in possession of
the said $27,000 is ordered to make payment of such amount to the
Plaintiffs.
According to Mr. Hoffman, Kansas law permits one year to seek relief from the final
judgment on the grounds of mistake, inadvertence, surprise, excusable neglect, newly discovered
evidence or fraud. See K.S.A. 60-260(b) and (c). Mr. Mirza never sought relief from the final
judgment within that time period. Instead, Mr. Mirza filed this action in New Jersey Superior Court
in April 2011 (and removed to this Court) almost two years after entry of the Kansas judgment.
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II.
Summary Judgment Standard
Summary judgment is appropriate under Fed. R. Civ. P. 56(c) when the moving party
demonstrates that there is no genuine issue of material fact and the evidence establishes the moving
party’s entitlement to judgment as a matter of law. Celotex Corp. v. Catrett, 477 U.S. 317, 322-23
(1986). A factual dispute is genuine if a reasonable jury could return a verdict for the non-movant,
and it is material if, under the substantive law, it would affect the outcome of the suit. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). “In considering a motion for summary judgment, a
district court may not make credibility determinations or engage in any weighing of the evidence;
instead, the non-moving party’s evidence ‘is to be believed and all justifiable inferences are to be
drawn in his favor.’” Marino v. Indus. Crating Co., 358 F.3d 241, 247 (3d Cir. 2004) (quoting
Anderson, 477 U.S. at 255).
Once the moving party has satisfied its initial burden, the party opposing the motion must
establish that a genuine issue as to a material fact exists. Jersey Cent. Power & Light Co. v. Lacey
Twp., 772 F.2d 1103, 1109 (3d Cir. 1985). The party opposing the motion for summary judgment
cannot rest on mere allegations and instead must present actual evidence that creates a genuine issue
as to a material fact for trial. Anderson, 477 U.S. at 248; Siegel Transfer, Inc. v. Carrier Express,
Inc., 54 F.3d 1125, 1130-31 (3d Cir. 1995). “[U]nsupported allegations . . . and pleadings are
insufficient to repel summary judgment.” Schoch v. First Fidelity Bancorp., 912 F.2d 654, 657 (3d
Cir. 1990); see also Fed. R. Civ. P. 56(e) (requiring nonmoving party to “set forth specific facts
showing that there is a genuine issue for trial”). Moreover, only disputes over facts that might affect
the outcome of the lawsuit under governing law will preclude the entry of summary judgement.
Anderson, 477 U.S. at 247-48. If a court determines, “after drawing all inferences in favor of [the
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non-moving party], and making all credibility determinations in his favor – that no reasonable jury
could find for him, summary judgment is appropriate.” Alevras v. Tacopina, 226 F. App’x. 222, 227
(3d Cir. 2007).
III.
Discussion
A.
Arguments
The Court will determine whether claim preclusion bars Mr. Mirza’s claims because of the
final judgment entered in the Kansas Lawsuit. The Court was primarily concerned about whether
Mr. Mirza had a full and fair opportunity to litigate his claims in the Kansas Lawsuit.
Defendants argue that all of the requirements of claim preclusion have been met and Mr.
Mirza should not be allowed to collaterally attack a judgment entered in a court of competent
jurisdiction. Defendants argue that the default judgment entered against Mr. Mirza in Kansas was
a final judgment on the merits. Defendants rely on Kansas law to argue that the judgment does not
have to be correct to be final, and Mr. Mirza had one year to seek relief from the judgment, but he
failed to do so. City of Eudora v. French, 461 P.2d 762, 768 (Kan. 1969); Kan. Stat. Ann. § 60260(b)-(c). Defendants also argue that the prior judgment involved the same parties aside from Jack
Miller who was not a party, but is in privity with Gelt Financial and Equity Partners as President of
both entities and the signatory on the 2009 real estate contract. Finally, Defendants argue that this
suit raises the same claims as Mr. Mirza’s counterclaim in the Kansas Lawsuit, and involves the
same real estate transaction at issue in the Kansas suit.
In opposition, Mr. Mirza contends that the Kansas court lacked personal jurisdiction over him
to enter a judgment. Nonetheless, Mr. Mirza argues that his written adjournment request was not
considered by the Kansas court before judgment was entered, and due to health problems he was
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unable to travel to Kansas for the hearing. Mr. Mirza also contends that he was not properly notified
of the Kansas judgment once it was entered.
Mr. Mirza opposes the motion for reconsideration on two grounds – 1) Mr. Hoffman’s
affidavit is false; and 2) res judicata does not apply in this case because the Kansas court did not
consider the merits of his claims. Mr. Mirza argues that Hoffman’s affidavit is false because the
Journal Entry was signed within three hours of the scheduled pretrial hearing, and accordingly it was
a “preplanned” strategy.
B.
Res Judicata
The doctrine of res judicata has two aspects: claim preclusion and issue preclusion (collateral
estoppel). The issue here is whether claim preclusion bars Mr. Mirza’s claims against the
Defendants in the suite filed here because of the Kansas judgment. Claim preclusion can be
described as follows:
[C]laim preclusion . . . treats a judgment, once rendered, as the full
measure of relief to be accorded between the same parties on the
same ‘claim’ or ‘cause of action’.” . . . Under these rules of claim
preclusion, the effect of a judgment extends to the litigation of all
issues relevant to the same claim between the same parties, whether
or not raised at trial. Wright, et al., 18A Fed. Prac. & Proc. Juris §
4402 (2d ed.).
The Full Faith and Credit Statute under 28 U.S.C. § 1738 requires a federal court to give
preclusive effect to a state court judgment as that judgment would be given in the court of the state
where the judgment was entered. Kremer v. Chem. Constr. Corp., 456 U.S. 461, 466 (1982). Thus,
a court must look to the law of the state adjudicating the prior action. Id. Here, a Kansas state court
entered a judgment against Mr. Mirza in July 2009, and therefore this Court will apply Kansas’
preclusion law. Id.
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In Kansas, claim preclusion applies when four conditions are met: (1) identity in the things
sued for; (2) identity of the cause of action; (3) identity of persons and parties to the action; and (4)
identity in the quality of the persons for or against whom the claim is made. Estate of Reed v.
Indiana Univ. Found., 693 P.2d 1156,1160-61 (Kan. 1985). Kansas explains res judicata, or claim
preclusion, as follows:
[t]he rule provides that when a court of competent jurisdiction has
entered a final judgment on the merits of a cause of action, the parties
to the suit and their privies are thereafter bound ‘not only as to every
matter which was offered and received to sustain or defeat the claim
or demand, but as to any other admissible matter which might have
been offered for that purpose.’” Stanfield v. Osborne Indus., 949 P.2d
602, 609 (Kan. 1997); aff’d by Rhoten v. Dickson, 223 P.3d 786 (Kan.
2010).1
A preliminary issue is whether default judgment qualifies as a final judgment on the merits.
First, the “Journal Entry of Journal Sanctions” became a final judgment when it was filed with the
Kansas Court on July 16, 2009. Kan. Stat. Ann. § 60-258. However, the Kansas court entered a
default judgment against Mr. Mirza. Mr. Mirza filed an answer and counterclaim in the Kansas
Lawsuit asserting the same fraud allegations that were raised here. According to the “Journal Entry
of Judgment Sanctions,” the Kansas Court subjected Mr. Mirza to sanctions by striking his answer
and counterclaim upon his failure to appear at the pretrial hearing. See Kan. Stat. Ann. §§ 60-216(b),
60-237(b)(2). In Kansas, a default judgment is considered a final judgment on the merits. City of
Eudora v. French, 461 P.2d 762 (Kan. 1969); McLaughlin v. McGrew, 234 P. 1002 (Kan. 1925).
Although Mr. Mirza contends that the Kansas Court lacked personal jurisdiction over him,
1
The court in Stanfield applied federal preclusion law, but noted that “Kansas law does
not appear to differ significantly from the federal law regarding the preclusion doctrines.”
Stanfield, 949 P.2d at 608.
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the Kansas Long Arm Statute grants the Kansas Court with personal jurisdiction because Mr. Mirza
entered into a contract for the purpose of “owning, using, or possessing real estate located in this
state.” Kan. Stat. Ann. § 60-308(c). No one disputes that the Kansas Court had subject matter
jurisdiction to enter a judgment. Despite entry of final judgment, Mr. Mirza had one year to seek
relief from the final judgment on the ground of mistake, inadvertence, surprise, excusable neglect,
newly discovered evidence or fraud. Kan. Stat. Ann. § 60-260(b)-(c). Mr. Mirza provides no
explanation as to why he did not seek relief from the judgment in Kansas as permitted by statute.
The first element of Kansas res judicata requires a finding of similar relief in both actions.
Winkel v. Miller, 205 P.3d 688, 697 (Kan. 2009). In the Kansas lawsuit, Gelt Financial and Equity
Partners were seeking the release of the $27,000 deposit held in escrow as liquidated damages for
the failed 2009 real estate transaction. In the present action, Mr. Mirza is seeking the return of this
same deposit, plus interest and any other damages relating to the same 2009 real estate transaction.
Since both actions are seeking the same relief- i.e. damages, including the $27,000 deposit, resulting
from the failed 2009 Kansas real estate transaction- then the first element is satisfied.
The second element requires both suits to have similar causes of action. In Kansas, the courts
have adopted the transactional approach whereby a cause of action includes all claims or legal
theories of recovery that arise from the same transaction. Stanfield, 949 P.2d at 611-12. “Since
claim preclusion only prohibits the relitigation of the same ‘claim,’ it is necessary to redefine the
term ‘claim’ so as to include separate legal theories based on the same facts that could have been
brought in the same action.” Id. at 611. “A contract is generally considered to be a ‘transaction’ for
claim preclusion purposes.” MACTEC, Inc. v. Gorelick, 427 F.3d 821, 832 (10th Cir. 2005).
Applying the transaction approach, the two suits are based on the same failed 2009 real estate
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contract, and the parties are in dispute over who is entitled to the $27,000 deposit. Mr. Mirza’s
counterclaim in the Kansas Lawsuit demanded the return of his $27,000 deposit as “damages from
the Plaintiff for giving false information about the condition of the property.” Miller Aff. Ex. D,
Mirza Counterclaim ¶ 1. Here, Mr. Mirza is also seeking the return of his $27,000 deposit plus
additional damages and cost of suit. The legal theory is also the same as Mr. Mirza asserts in both
actions that he entered into the real estate contract based on false information about the property
condition. Mr. Mirza makes the same argument in his complaint in this action that the “[d]efendant
in this case committed unlawful practice provided [sic] false information not only about property
condition, they gave false information about property real estate taxes and insurance. They admitted
about some damage . . . but concealed about extensive water damage to the property.” Compl. ¶ 15.
Although Mr. Mirza’s answer and counterclaim appear to have been stricken by the Kansas Court
judge, these are claims that Mr. Mirza could have brought if he sought relief from the final judgment.
The third element requires a determination of whether the parties named in this action, but
not named in the Kansas Lawsuit, are in privity with the parties from the prior action. A judgment
binds not only parties to the action, but also those in privity with the parties. O’Keefe v. Merrill
Lynch & Co., 84 P.3d 613, 681 (Kan. Ct. App. 2004). A judgment may be binding on a non-party
because of a pre-existing substantive legal relationship between the person to be bound and a party
to the judgment. Restatement (Second) of Judgments §§ 43-61. The Restatement (Second) of
Judgments has identified specific relationships between parties and non-parties to determine when
privity exists between a party to the judgment and a non-party. One such relationship is a
corporation and its officers, directors, stockholders, and members. Restatement (Second) of
Judgments § 59. The Restatement provides that generally, a judgment in an action to which a
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corporation is a party has no preclusive effect on a person who is an officer, director, stockholder,
or member of a non-stock corporation. Id. However, there is an exception if the corporation is
closely held, the Restatement provides
(3) If the corporation is closely held, in that one or a few persons
hold substantially the entire ownership in it, the judgment in an action
by or against the corporation or the holder of ownership in it is
conclusive upon the other of them as to issues determined therein as
follows:
(a) The judgment in an action by or against the corporation
is conclusive upon the holder of its ownership if he actively
participated in the action on behalf of the corporation, unless his
interests and those of the corporation are so different that he should
have opportunity to relitigate the issue. Id. at § 59(3)(a).
Similarly, the Kansas supreme court has also held that a judgment in favor of a corporation bars a
subsequent action against the corporation’s officers for damages arising out of the same transaction.
See Hardy v. Miller, 289 P. 952 (Kan. 1930).
In the Kansas Lawsuit, the plaintiffs were Equity Partners Fund XLI, LLC and Gelt Financial
versus Mr. Mirza as the defendant. In the present matter, the named defendants are Jack Miller and
Gregory Marsh, individually and in their official capacity, Equity Partners Fund XLI, LLC
(improperly pled as “Equity Funding”), Gelt Financial, Fairgate Properties, and Public Savings
Bank.2 However, Jack Miller was not a named party in the Kansas Lawsuit, but argues that he is
in privity with Equity Partners and Gelt Financial as the President of both entities. Jack Miller
2
The Defendants, Jack Miller, Equity Partners Fund, Gelt Financial and Public Savings
Bank, filed motions to dismiss under Fed. R. Civ. P. 12(b)(6), and this Court entered an Order
granting, inter alia, Public Savings Bank’s motion to dismiss. To date, no appearance has been
entered on behalf of Fairgate Properties or Gregory Marsh. The remaining defendants in the
present matter, Jack Miller, Equity Partners, and Gelt Financial filed a motion for
reconsideration, which the Court converted to a motion for summary judgment.
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testified in an affidavit that he is the President of Gelt Financial Corporation, a Pennsylvania
corporation, which upon the Court’s review is a closely held company owned by Jack Miller.3 Miller
Aff. ¶ 1. Miller also testified that he is the President of Equity Partners Fund XLI, LLC, a
Pennsylvania limited liability company where Gelt Financial Corp. is the sole member. Id.
Additionally, Miller acknowledges that he personally signed the 2009 Installment Agreement as
President of Equity Partners, and he also personally signed the prior 2008 real estate contract on
behalf of Equity Partners, which was superseded by the 2009 Agreement. Id. at ¶¶ 4-5.
Applying Hardy and the Restatement to this matter, the Kansas judgment is also binding on
Jack Miller for claim preclusion purposes. The judgment entered in Kansas was in favor of Gelt
Financial and Equity Partners. Jack Miller was the primary owner of Gelt Financial, a closely held
corporation, and Mr. Miller actively participated in the real estate transaction on behalf of both
entities, and therefore the Kansas judgment is conclusive on Mr. Miller. Accordingly, Jack Miller
is in privity with Gelt Financial and Equity Partners to satisfy the third element for claim preclusion.
The fourth element is satisfied when the plaintiffs and defendants were adverse parties in the
prior action and in the subsequent action. Pretz v. Lamont, 626 P.2d 806, 809 (Kan. Ct. App. 1981).
This element is clearly established as Mr. Mirza was adverse to Gelt Financial, Equity Partners, and
Jack Miller (in privity) in both the prior and subsequent actions. Accordingly, all four requirements
for claim preclusion under Kansas law are satisfied to bar Mr. Mirza’s claims against the Defendants
in this action.
3
The Court conducted a corporation search through the Pennsylvania Department of
State website to determine the corporation’s status.
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IV.
Conclusion
The Court has granted substantial deference to Mr. Mirza, as a pro se, when analyzing
whether Mr. Mirza has a valid claim before this Court or if he is barred from bringing such claims
because of res judicata. Initially, the Court was concerned about whether Mr. Mirza had a full and
fair opportunity to litigate his claims in the Kansas Court. See Nwosun v. Gen. Mills Rests., Inc.,
124 F.3d 1255, 1257 (10th Cir. 1997) (applying the full and fair opportunity to litigate as a
requirement for res judicata). However, this Court is limited in its review of the Kansas Court
judgment because of res judicata and this Court must give full faith and credit to a valid final
judgment entered by the Kansas court on July 16, 2009. 28 U.S.C. § 1738. Accordingly, Mr.
Mirza’s claims against defendants, Jack Miller, Gelt Financial Corp. and Equity Partners Fund, are
barred by claim preclusion under res judicata. Additionally, Mr. Mirza is not permitted leave to file
an amended complaint in this matter since his new claims would also be barred by res judicata as
they arise out of the same failed real estate action that was adjudicated in Kansas.
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ORDER
IT IS on this 2ND day of August, 2012
ORDERED that Defendants’ motion for reconsideration (ECF No. 32), converted by the
Court into a motion for summary judgment, is hereby GRANTED; and it is further
ORDERED that Plaintiffs’ claims against Defendants, Jack Miller, Gelt Financial Corp. and
Equity Partners Fund, are dismissed with prejudice because of res judicata.
s/Peter G. Sheridan
PETER G. SHERIDAN, U.S.D.J.
August 2, 2012
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