Willett v. Velocity On-Site, LLC et al

Filing 14

ORDER denying Defendant Charles Ramsey's 6 Motion to Dismiss, signed by Judge Robert S. Lasnik. (SWT) (cc: Charles Ramsey via USPS)

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1 2 3 4 5 6 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 7 8 9 10 11 JAMES WILLETT, Plaintiff, 12 13 14 15 Case No. C17-1239RSL v. ORDER DENYING MOTION TO DISMISS VELOCITY ON-SITE, LLC, and CHARLES RAMSEY, Defendants. 16 17 18 This matter comes before the Court on defendant Charles Ramsey’s “Motion to 19 20 Dismiss, to Declare Null the Promissory Note, Unconstitutional and Counterclaim.” Dkt. 21 # 6. Defendant’s motion is construed by the Court as both a motion to dismiss per Fed. R. 22 Civ. P. 12(b)(7) and a motion for summary judgment per Fed. R. Civ. P. 56. Having 23 24 reviewed the complaint, the memoranda, and exhibits submitted by the parties, the Court 25 DENIES defendant’s motion. 26 27 28 ORDER DENYING MOTION TO DISMISS - 1 1 BACKGROUND 2 Plaintiff James Willett lives in Washington. Defendant Charles Ramsey lives in 3 4 Missouri, and defendant Velocity On-Site 1 is a Missouri limited liability company. 5 Plaintiff and defendants were previously involved in a business venture, Agrisoft 6 Development Group. At some point Agrisoft was sued, and Willett and Ramsey were 7 8 named as defendants in multiple lawsuits. In response, on July 1, 2015, defendant 9 Velocity On-Site executed a promissory note with plaintiff in which it agreed to pay 19% 10 of the legal fees related to the lawsuits. Defendant Ramsey guaranteed the obligations of 11 12 Velocity On-Site under the note. 13 14 After failing to make the first interest payment due on February 5, 2017, defendants were sent a notice of default. Per the terms of the note, plaintiff now seeks to 15 16 accelerate the payment process and asks for all monies owed to him, which totals 17 $106,606.85 plus interest. 18 DISCUSSION 19 Defendant’s motion may be summarized as follows: 1) he argues that the 20 21 complaint should be dismissed for failure to join his wife, Cinnamon Ramsey; 2) he 22 argues that RCW 19.36.010 is unconstitutional; and 3) he argues that the complaint 23 24 1 The parties dispute the name. Velocity On-Site is registered with the Missouri Secretary of 25 State as being organized by Charles Ramsey and Cinnamon Ramsey. Dkt. # 3, Ex. C. The 26 promissory note at issue, however, names the company as Velocity Insight, LLC. Velocity Insight is a separate Missouri company organized by John Williams, who is not a party to this 27 action. Dkt. # 3, Ex. D. As part of his complaint, plaintiff seeks to reform the promissory note to reflect that the correct party to the contract was Velocity On-Site, not Velocity Insight. Dkt. # 3 28 ⁋⁋ 6.1-6.16. Defendant disagrees and claims to be a member of both companies. Dkt. # 5 at 3. ORDER DENYING MOTION TO DISMISS - 2 1 should be dismissed because plaintiff breached the terms of the contract. Each of 2 defendant’s arguments is addressed below. 3 4 A. Failure to join 5 Defendant argues that dismissal is proper because plaintiff did not also name 6 Cinnamon Ramsey, Charles Ramsey’s wife, as a defendant. Therefore, according to 7 8 defendant, the Court “cannot accord complete relief among existing parties.” Fed. R. Civ. 9 P. 19(a)(1)(A). The Court disagrees. Regardless of whether Cinnamon Ramsey is a 10 named defendant, the Court’s ruling on the merits in the dispute between plaintiff Jim 11 12 Willett and defendants Charles Ramsey and Velocity On-Site will dispose of this case in 13 its entirety. If a judgment is entered in favor of plaintiff, Mrs. Ramsey’s interest in the 14 marital community may limit the assets available to pay the judgment, but that does not 15 16 make her an indispensable party under Rule 19(a)(1). 17 18 Despite defendant’s protestations that the Court “needs to allow Cinnamon Ramsey the right to be heard” (Dkt. # 6 at 4), it appears that Mrs. Ramsey’s interests are 19 20 already being represented in this litigation. In his Answer (Dkt. # 5), defendant admits 21 that Cinnamon Ramsey is an owner/member of Velocity On-Site, which is a named 22 defendant represented by counsel. See Notice of Appearance, Dkt. # 4. Because the Court 23 24 finds that Cinnamon Ramsey is not a required party, and in any case her interests are 25 already being represented as part of Velocity On-Site, the Court DENIES defendant’s 26 motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(7). 27 28 ORDER DENYING MOTION TO DISMISS - 3 1 2 B. Constitutionality of RCW 19.36.010 In his motion, defendant also challenges the constitutionality of Washington’s 3 4 statute of frauds, RCW 19.36.010. Defendant argues that this law, which requires certain 5 contracts to be in writing, is unconstitutional “because it can be considered discrimination 6 in great amplitude to married women, as most often men are the ones that conduct 7 8 9 10 business as such[.]” Dkt. # 6 at 3. Defendant’s argument is frivolous. In urging the Court to declare the statute unconstitutional on the grounds of discrimination against married women, defendant 11 12 relies on sexist stereotypes about the roles of men and women in society. Defendant’s 13 motion to declare RCW 19.36.010 unconstitutional is DENIED. 14 C. Plaintiff’s alleged breach of contract 15 16 Finally, defendant asks the Court to dismiss the complaint because of plaintiff’s 17 alleged breach of contract. Defendant asserts that plaintiff breached his contractual 18 obligations by failing to send certain quarterly reports and failing to mediate as required 19 20 under the note. Dkt. # 6 at 4-5. Because defendant addresses matters outside the 21 pleadings, the Court treats this argument as a Rule 56 summary judgment motion. See 22 Fed. R. Civ. P. 12(d). Defendant attached two emails showing that plaintiff did submit at 23 24 least two quarterly reports, but he has not otherwise offered any admissible evidence 25 showing that plaintiff violated the terms of the contract. Because defendant has failed to 26 adduce any evidence showing that there is “no genuine dispute as to any material fact” 27 28 ORDER DENYING MOTION TO DISMISS - 4 1 (Fed. R. Civ. P. 56(a)), defendant’s motion for summary dismissal for plaintiff’s alleged 2 breach of contract is DENIED. 2 3 4 CONCLUSION 5 For all of the foregoing reasons, defendant’s motion (Dkt. # 6) is DENIED. 6 7 Dated this 1st day of December, 2017. 8 A Robert S. Lasnik 9 10 United States District Judge 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 2 Alternatively, defendant may have simply meant to amend his pleadings instead of moving for summary judgment. Because the Court has a duty to construe pro se motions liberally (see 27 Bernhardt v. Los Angeles Cty., 339 F.3d 920, 925 (9th Cir. 2003)), defendant is GRANTED leave to amend his pleadings to properly assert the alleged breach of contract as a defense or 28 counterclaim. 26 ORDER DENYING MOTION TO DISMISS - 5

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