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Cedar Rapids Lodge & Suites, LLC v. Seibert

United States District Court, D. Minnesota

February 7, 2017

Cedar Rapids Lodge & Suites, LLC, James T. Rymes, Rhonda Coborn, Michael Coborn, Scott Shisler, Julie Shisler, and Pamela J. Cobb Revocable Trust, Plaintiffs,
v.
John F. Seibert, Julie Kalla-Bargy Seibert, JFS Development, Inc. f/k/a JCS Development, Inc., Trinity Business Consulting Inc., Royal Business Consulting Corp., and Preferred Business Consulting Corp., Defendants.

          Amy J. Swedberg, Charles G. Frohman, and Martin S. Fallon, Maslon LLP, and Brian D. Thomas, Chloe F.P. Golden, and Robert H. Miller, Sheehan Phinney Bass & Green P.A., for Plaintiffs.

          Alexander J. Beeby and Thomas J. Flynn, Larkin Hoffman Daly & Lindgren, Ltd., for Defendants.

          MEMORANDUM OPINION AND ORDER

          SUSAN RICHARD NELSON, UNITED STATES DISTRICT JUDGE.

         I. INTRODUCTION

         This matter is before the Court on Defendants' Motion to Dismiss under Rule 12 [Doc. No. 183] (“Motion to Dismiss”) and Plaintiffs' Motion for Leave to Amend [Doc. No. 192] (“Motion to Amend”). For the reasons set forth below, the Court grants Plaintiffs' Motion to Amend and denies Defendants' Motion to Dismiss.

         II. BACKGROUND

         When evaluating a motion to dismiss under Rule 12(b)(6), the Court assumes the facts in the complaint to be true and construes all reasonable inferences from those facts in the light most favorable to the plaintiff. Hager v. Ark. Dep't of Health, 735 F.3d 1009, 1013 (8th Cir. 2013) (citing Gross v. Weber, 186 F.3d 1089, 1090 (8th Cir. 1999)). Thus, the Court recites the facts as alleged in Plaintiffs' Complaint. Because the Court determines that Plaintiffs' Motion to Amend should be granted in full, see infra Part III.A., it recites the facts and claims as set forth in the proposed Second Amended Complaint [Doc. No. 192-1] (“SAC”), noting changes from earlier pleadings where appropriate.

         A. The Parties

         Plaintiffs are judgment creditors of Defendants John F. Seibert (“John Seibert”) and JFS Development, Inc. (“JFS Development”). (SAC ¶¶ 1, 3.) Plaintiffs filed this action in 2014, alleging that Defendants had engaged in various fraudulent transfers to prevent Plaintiffs from collecting their judgment. (See Compl. [Doc. No. 1].)

         Defendant John Seibert is a real estate developer residing in Minnesota. (Id. ¶ 4.) Defendant Julie Kalla-Bargy Seibert (“Julie Seibert”) is his wife, also residing in Minnesota. (Id. ¶ 8.) JFS Development is a Minnesota hospitality development and management company owned by John Seibert, which was formally dissolved in 2011. (Id. ¶ 75.) Defendant Trinity Business Consulting Inc. (“Trinity”) is a Minnesota corporation incorporated by John Seibert in June 2013. (Id. ¶¶ 7, 339.) Defendant Preferred Business Consulting Corp. (“Preferred”) is a Minnesota corporation incorporated by John Seibert in January 2014. (Id. ¶¶ 5, 118.) Defendant Royal Business Consulting Corp. (“Royal”) is a Minnesota corporation incorporated by John Seibert in August 2014. (Id. ¶¶ 6, 230.)

         B. Factual and Procedural Background

         In December 2009, Plaintiffs filed a complaint against John Seibert and JFS Development in Iowa federal district court, alleging, inter alia, fraud, civil racketeering (RICO violations), and breach of fiduciary duty in relation to a hotel development project in Cedar Rapids. (Id. ¶ 12.) The Iowa court entered a judgment against John Seibert for $12, 176, 735.22 in damages in November 2012, and for $2, 150, 707.12 in attorneys' fees and costs in January 2013. (Id. ¶¶ 13-14.) The Iowa court entered a judgment against JFS Development for $978, 891.39. (Id. ¶ 3.) The Iowa court also issued a $77, 928.68 sanctions judgment against John Seibert during the litigation of the Iowa action. (Id. ¶ 24.)

         Plaintiffs had filed for prejudgment attachment of assets owned by John Seibert and JFS Development in early 2010, but the motion was denied. (Id. ¶¶ 18-19.) During the three years between the complaint and the judgment in the Iowa action, from late 2009 to late 2012, John Seibert's self-reported net worth changed from approximately $5.4 million to negative $1.3 million. (Id. ¶¶ 15, 21-22.)

         Plaintiffs allege that John Seibert liquefied and secreted his assets while publicly holding himself out to be insolvent. In August 2011, at a hearing on Plaintiffs' motion for contempt of court, John Seibert represented to the Iowa court that he was “broke” and could not pay the $77, 928.68 sanctions judgment. (Id. ¶ 30.) The Magistrate Judge in that case held John Seibert in contempt of court, but declined to incarcerate him, finding a lack of clear and convincing evidence that he was able to comply with the sanctions order. (Id. ¶ 31.) But Plaintiffs allege that, over the course of 2011, John Seibert was “systematically liquidating hundreds of thousands of dollars from his business interests and secreting and/or transferring the cash proceeds.” (Id. ¶ 33.) For example, in May 2011, John Seibert liquidated his interest in Forest Lake Enterprises, LLC and Forest Lake Operations, LLC, which operated a Culver's restaurant in Forest Lake, Minnesota, for $173, 125.00. (Id. ¶ 34.) Additionally, in October 2011, John Seibert finalized the sale of his interest in a family farm and used $150, 000.00 of the $158, 928.39 proceeds to pay down the mortgage on his home. (Id. ¶¶ 34, 499.)

         After the conclusion of the Iowa action, Plaintiffs took efforts to collect the judgment. In 2012 and 2013, Plaintiffs obtained charging orders against John Seibert's 49% interest in a Culver's restaurant in Monticello, Minnesota. (Id. ¶¶ 36, 39, 43.) Shortly after the second charging order, John Seibert secretly transferred his interest to his son-in-law, Eric Knott, for $10, 000.00. (Id. ¶ 46.) The interest was valued at approximately $330, 750.00 at the time. (Id. ¶¶ 48-52.)

         Between 2010 and 2013, Plaintiffs allege, John Seibert transferred $105, 324.23 to his wife Julie Seibert. (Id. ¶ 69.) In 2010, John Seibert liquidated his interest in Coon Rapids Lodge for $35, 132.50, and converted the proceeds into cash and a $30, 500.00 cashier's check made payable to Julie Seibert. (Id. ¶¶ 56-61.) Plaintiffs allege several other money transfers to Julie Seibert in 2010 and 2011, and also that after John Seibert began working for BriMark Builders, LLC (“BriMark”) in 2012, he regularly endorsed his paychecks over to his wife. (Id. ¶¶ 62-68.) John Seibert “retained effective control of these transferred assets, however, by using Julie Seibert's credit card to incur his personal expenses.” (Id. ¶ 71.) Additionally, Plaintiffs allege that JFS Development transferred $7, 418.00 to Julie Seibert on February 14, 2011, without receiving reasonably equivalent value in exchange. (Id. ¶ 63.)

         John Seibert worked for BriMark from May 2012 to August 2014. (Id. ¶¶ 84-121, 155-58.) The President of BriMark, Brian Wogernese, is a longtime friend and business colleague of John Seibert. (Id. ¶¶ 85, 104.) From May 2012 until June 2013, John Seibert was paid a bi-weekly salary of $910.00 for his work at BriMark. (Id. ¶ 86.) He routinely endorsed these checks over to his wife. (Id. ¶¶ 62-68, 88-93.) In June 2013, Plaintiffs served John Seibert with notice of intent to garnish his wages at BriMark. (Id. ¶ 94.) Immediately, John Seibert stopped receiving regular salary payments from BriMark and instead received “reimbursement of expenses” and a series of irregular “commissions” for executed construction contracts. (Id. ¶¶ 95-98.) One such commission, of $25, 927.90, was paid out in the interim between Plaintiffs' notice of intent to garnish wages and service of their first garnishment summons on BriMark. (Id. ¶ 100.) After Plaintiffs sent the garnishment summons to BriMark, Brian Wogernese forwarded to John Seibert an email that he had received from BriMark's attorney, urging Wogernese to “come clean and not try to delay the inevitable” with regard to the garnishment. (Id. ¶ 104.)

         Around the same time that Plaintiffs were attempting to garnish his wages with BriMark, John Seibert incorporated the real estate development corporation Trinity. (Id. ¶ 108.) Julie Seibert was named President and sole shareholder, and John Seibert was named Vice-President. (Id. ¶¶ 109-10.) Julie Seibert works as a hairdresser and has no experience or education in real estate development. (Id. ¶ 109.) Plaintiffs allege that John Seibert began negotiating with BriMark to have his wages paid to Trinity, but abandoned that course of action to prevent exposing Julie Seibert to liability. (Id. ¶¶ 112-15.)

         John Seibert next attempted to be paid by BriMark through his company Preferred, which he incorporated in January 2014 and of which he was the President and sole shareholder. (Id. ¶ 118.) Plaintiffs allege that no corporate formalities were observed in the incorporation of Preferred, and that Preferred's principal place of business and registered business address is John Seibert's home. (Id. ¶¶ 125-26.)

         John Seibert negotiated with BriMark to establish a “Sales Representative Agreement” between Preferred and BriMark, and directed BriMark's billing department to make the check for his next expense reimbursement out to Preferred. (Id. ¶¶ 132-33.) John Seibert ostensibly terminated his employment with BriMark on February 11, 2014, but continued his development work for the company and began submitting invoices, through Preferred, as an independent contractor. (Id. ¶¶ 136-42.) Shortly after John Seibert's employment with BriMark purportedly ended, however, Plaintiffs discovered that he was still representing BriMark publicly. (Id. ¶¶ 144-45.) Plaintiffs inquired with BriMark as to whether John Seibert had been rehired on March 18, 2014, and while BriMark initially stated that he had not, it official rehired John Seibert ten days later. (Id. ¶¶ 146-55.) John Seibert worked for BriMark for five more months, and then negotiated an “Agreement of Resignation and Release” that agreed to pay him $200, 000 in installments over a year and a half, and to pay $20, 000 commissions for any of John Seibert's potential projects that came to fruition. (Id. ¶ 158-59.) John Seibert did not disclose this agreement to the Plaintiffs. (Id. ¶ 162.)

         After leaving BriMark, John Seibert worked on a number of development projects through Preferred. Plaintiffs allege that Preferred had between 19 and 26 professional development projects underway in 2014, with expected payments in that year of $1.4 million. (Id. ¶ 171, 192.) These payments, to the extent they were made, have not been accounted for. (Id. ¶¶ 172-212.) At some point during 2014, John Seibert took on a partner in development, Jim Bortz of Cobblestone Hotel Group (which was associated with BriMark), and split fees with him 50/50. (Id. ¶¶ 192, 194-210.)

         In late summer 2014, Plaintiffs became aware that John Seibert was working on development projects through Preferred. (Id. ¶ 215.) On August 19, 2014, John Seibert incorporated Royal, installing himself as the CEO and sole shareholder. (Id. ¶¶ 230-31.) Corporate formalities were not observed, and Royal's principal place of business and registered business address are the same as Preferred's: John Seibert's home. (Id. ¶¶ 233, 235.) Plaintiffs allege that upon their discovery of John Seibert's development projects with Preferred, Preferred fraudulently transferred the development rights to at least 12 pending projects to Royal, to evade the Plaintiffs' collection efforts. (Id. ¶ 216.) These projects were for hotel and large-scale development in Minnesota, Kentucky, Indiana, Ohio, Florida, and South Dakota, and were at varying stages of development. (Id. ¶¶ 216, 242-46, 250-55.) A few months later, in November 2014, Plaintiffs filed their initial Complaint in this action, alleging fraudulent transfers between John Seibert, JFS Development, Eric and Jennifer Knott (John Seibert's son-in-law and daughter), and Julie Seibert. (Compl. ¶¶ 112-70.)

         Plaintiffs allege that John Seibert avoided receiving value for his development efforts because of Plaintiffs' collection efforts against him. While he worked on development projects through Royal, John Seibert in some instances refrained from signing on as lead developer, anticipating that he could first settle the instant case and “be released.” (Id. ¶¶ 252, 254-55, 263-64.) When a letter of intent was executed for a project in North Port, Florida, John Seibert requested that the realtor not use his or Royal's name in any press release. (Id. ¶ 259.) In September 2015, John Seibert reached out to SkyWatch Group, LLC, (“SkyWatch”) to seek a financing package for six projects that he was developing through Royal. (Id. ¶ 261.) In an email to an individual at SkyWatch, John Seibert stated that he would ordinarily take an ownership position in the development in lieu of part of his payment, but that he was prevented from doing so because of Plaintiffs' judgment and lawsuit against him. (Id., Ex. 37 [Doc. No. 192-2].) He further stated, “Once we can reach a settlement, we would be interested in once again exploring that option.” (Id.)

         In their Second Amended Complaint, Plaintiffs added allegations that John Seibert regarded Royal's projects “as things having economic value, and considered the details and status of those development projects, including their locations, franchise affiliations, investor funding and bank relationships” as confidential business information. (Id. ¶ 267.) Of 22 projects John Seibert identified as pending developments with Royal in February 2016, John Seibert's records at the time implied that most were funded and expected to proceed in 2016. (Id. ¶¶ 269-70; Ex. 39 [Doc. No. 192-2].) In the spring and summer of 2016, Plaintiffs allege that John Seibert was actively developing 37 hotel and apartment projects, at varying stages, through Royal. (Id. ¶ 273; see Id. ¶¶ 274-310.) For each of these projects, Royal's Business Consulting Development Agreement would have required an initial $10, 000 retainer. (Id. ¶ 322.)

         In May 2016, Plaintiffs became aware of Royal and began to levy its stock. (Id. ¶¶ 400-01.) Around this time, Plaintiffs allege that John Seibert began to transfer Royal's projects to Trinity, the corporation that he had previously formed with his wife as the President and sole shareholder. (E.g., Id. ¶¶ 400-403.)[1] In the spring of 2016, Plaintiffs allege that John Seibert, acting through Trinity, embarked on a new business relationship with SkyWatch, under which SkyWatch would pay a monthly fee to Trinity for John Seibert's work. (Id. ¶¶ 360, 376, 398.) In an email describing Trinity as a “development consultant” for SkyWatch, John Seibert listed 11 Trinity/SkyWatch development projects, 6 of which had previously been developed by Royal. (Id. ¶¶ 404-10.) Plaintiffs allege that no fewer than 20 pending development projects were transferred from Royal to Trinity before late May 2016, and that each transferred project “involved a collection of valuable work product, ” including connections with individual franchisors, financing banks, property sellers, and investors. (Id. ¶¶ 412, 419, 424.)

         Then, on June 30, 2016, John Seibert declared bankruptcy under Chapter 7. (Id. ¶ 429.) In his bankruptcy schedules, John Seibert failed to disclose that he was Vice- President of Trinity, and did not disclose any relationship with SkyWatch.[2] (Id. ¶¶ 432-36.) Just a few weeks after producing these schedules to the bankruptcy court, John Seibert submitted an invoice to SkyWatch for $10, 700 for services rendered, instructing SkyWatch to make the payment to Trinity. (Id. ¶ 448.) John Seibert submitted several more such invoices after his bankruptcy. (Id. ¶¶ 455-58, 470-71, 474-76.) In their Second Amended Complaint, Plaintiffs allege several additional payments made to Trinity during 2017, from the Running Aces casino development contract and from SkyWatch. (Id. ¶¶ 477-86.) These payments were deposited into Trinity and then a significant portion were later withdrawn in cash by Julie Seibert. (Id. ¶¶ 485-86.)

         Plaintiffs filed an adversary action in John Seibert's bankruptcy, seeking to classify the three Iowa judgments as non-dischargeable. (See In re Seibert, No. 16-ap-4103, Compl. against Debtor John F. Seibert to Determine Dischargeability of Debt [Adversary Doc. No. 1].) While that action was pending, the bankruptcy trustee took over the instant case and negotiated a partial settlement. The settlement dismissed claims against Defendants Eric Knott, Jennifer Knott, and Monticello Ventures KS, LLC, in exchange for $200, 000.00. (Decl. of Robert H. Miller [Doc. No. 189] (“Miller Decl.”), Ex. 1 [Doc. No. 189-1] (Notice of Hr'g and Mot. for Approval of Settlement (“Settlement Mot.”), at 3-4).)[3] The Plaintiffs in this case received $100, 000.00 from that settlement and the bankruptcy estate received the remaining $100, 000.00. (Id., at 4.) In addition, the settlement assigned to the Plaintiffs “[a]ll known and unknown claims against Julie Seibert in the Fraudulent Transfer Litigation, ” and “[a]ll known and unknown claims against any other third-party that could be asserted in the Fraudulent Transfer Litigation including, but not limited to, claims against Trinity Business Consulting, any of the SkyWatch Inn entities, Preferred Business Consulting Group, Royal Business Consulting and any other entity related to the debtor's or Julie Seibert's pre-petition business activities.” (Id., at 5.) Plaintiffs agreed to seek no further disbursements from the bankruptcy estate, and to return surplus funds to the bankruptcy estate should they recover from the assigned claims more than the total of the Iowa judgments. (Id., at 5-7.) In her motion to the bankruptcy court seeking approval for this settlement, the trustee stated:

The trustee believes that the settlement is in the best interest of the creditors and the estate. The trustee believes that resolution will allow her to efficiently complete the administration of the estate without having to incur the substantial legal fees anticipated in litigating the remaining claims in the Fraudulent Transfer Litigation. The trustee believes that litigating the Fraudulent Transfer Litigation will be lengthy and expensive. The Fraudulent Transfer Litigation has been pending since November 2014 and the attorneys' fees incurred are significant . . . . The paramount interest of creditors involves the trustee recovering the greatest net return possible for the bankruptcy estate. The interests of creditors will be served by streamlined resolution and minimization of fees. The trustee also has concerns about the collectability of any judgment that may be obtained in the Fraudulent Transfer Litigation. The interest of creditors will also be served by the withdrawal of the Cedar Rapids Plaintiffs' claim, which is in excess of $18 million and is the largest unsecured claim in the case. The trustee believes that the settlement represents the greatest net return for all creditors.

(Id., at 7.) No response was filed opposing the settlement, and the bankruptcy court approved it on May 24, 2017. (Id., Ex. 2 (Order dated May 24, 2017).)

         In Plaintiffs' adversary proceeding, the bankruptcy court granted Plaintiffs' motion for summary judgment and found two of the three Iowa judgments were excepted from discharge. (See In re Seibert, No. 16-ap-4103, Mot. for Summ. J. by Plaintiffs [Adversary Doc. No. 10]; id, Order dated Sept. 28, 2017 [Adversary Doc. No. 26].) John Seibert appealed that decision, and that appeal is currently pending with this Court. See Seibert v. Cedar Rapids Lodge & Suites, LLC, No. 17-cv-4756, Notice of Appeal [Bankr. Appeal. Doc. No. 1].)

         C. Plaintiffs' Claims

         Plaintiffs' Second Amended Complaint alleges that John Seibert made a series of fraudulent transfers himself and through his alter egos Preferred and Royal, with intent to hinder, delay, or defraud his creditors. It alleges that Julie Seibert received fraudulent transfers of cash and stock from John Seibert and JFS Development. It further alleges that Trinity received a series of fraudulent transfers. Finally, it alleges that John Seibert and Julie Seibert both participated in a conspiracy to engage in fraudulent transfers.

         Count I alleges that John Seibert liquidated his interest in a family farm and transferred the proceeds into his homestead-exempt from collection efforts-by paying down his mortgage. Plaintiffs allege that John Seibert did this with intent to hinder, delay, or defraud the Plaintiffs, in violation of Minn. Stat. § 513.44(a)(1). (SAC ¶¶ 501-06.) Count II alleges that John Seibert transferred $105, 324.23 to Julie Seibert, with intent to hinder, delay, or defraud the Plaintiffs, in violation of Minn. Stat. § 513.44(a)(1). (Id. ¶¶ 507-11.) Count III alleges that the transfers of money to Julie Seibert were made without receiving reasonably equivalent value in exchange and left John Seibert under-capitalized for the business he was pursuing, in violation of Minn. Stat. § 513.44(a)(2). (Id. ¶¶ 512-17.) Count IV alleges that the transfers of money to Julie Seibert were made without receiving reasonably equivalent value in exchange and were made while John Seibert was insolvent or rendered him insolvent, violating Minn. Stat. § 513.45(a). (Id. ¶¶ 518-23.) Count V alleges that Preferred is John Seibert's corporate alter ego and that justice requires piercing Preferred's corporate form. (Id. ¶¶ 524-28.)

         Count VI alleges that Royal is John Seibert's corporate alter ego and that justice requires piercing Royal's corporate form. (Id. ¶¶ 529-33.) Count VII alleges that the transfer of development projects to Royal was done with intent to hinder, delay, or defraud Plaintiffs, in violation of Minn. Stat. § 513.44(a). (Id. ¶¶ 534-38.) Count VIII alleges that the transfer of development projects to Royal was made without receiving reasonably equivalent value in exchange and left John Seibert (qua Preferred) under-capitalized for the business he was pursuing, in violation of Minn. Stat. § 513.44(a)(2). (Id. ¶¶ 539-44.) Count IX alleges that the transfer of development projects to Royal was made without receiving reasonably equivalent value in exchange and was made while John Seibert (qua Preferred) was insolvent or rendered him insolvent, violating Minn. Stat. § 513.45(a). (Id. ¶¶ 545-50.) Count X alleges that the transfer of development projects to Trinity was done with intent to hinder, delay, or defraud Plaintiffs, in violation of Minn. Stat. § 513.44(a). (Id. ¶¶ 551-55.) Count XI alleges that John Seibert transferred Royal as a going concern to Trinity, and did so with intent to hinder, delay, or defraud the Plaintiffs, in violation of Minn. Stat. § 513.44(a). (Id. ¶¶ 556-62.)

         Count XII alleges that the transfer of development projects to Trinity was made without receiving reasonably equivalent value in exchange and left John Seibert (qua Royal) under-capitalized for the business he was pursuing, in violation of Minn. Stat. § 513.44(a)(2). (Id. ¶¶ 563-68.) Count XIII alleges that the transfer of development projects to Trinity was made without receiving reasonably equivalent value in exchange and was made while John Seibert (qua Royal) was insolvent or rendered him insolvent, violating Minn. Stat. § 513.45(a). (Id. ¶¶ 569-73.) Count XIV alleges that John Seibert was the constructive owner of Trinity's stock, because he was in full control of the company. Thus, Count XIV alleges that John Seibert's direction that all Trinity stock be issued to Julie Seibert was a fraudulent transfer, intended to hinder, delay, or defraud the Plaintiffs in violation of Minn. Stat. § 513.44(a). (Id. ¶¶ 574-80.) Count XV alleges that Julie Seibert agreed and knowingly and willfully conspired to execute the fraudulent transfers described above. (Id. ¶¶ 581-90.) Count XVI alleges that John Seibert agreed and knowingly and willfully conspired to execute the fraudulent transfers described above. (Id. ¶¶ 591-600.)

         D. Parties' Motions

         Defendants have jointly filed a Motion to Dismiss. Defendants argue that Plaintiffs lack standing to bring this case because the bankruptcy trustee was prohibited from assigning the action to Plaintiffs. (Defs.' Mem. of Law in Supp. of Mot. to Dismiss under Rule 12 [Doc. No. 185] (“Defs.' Mem. in Supp.”), at 9-15.) Defendants further argue that, even if the trustee was empowered to assign the action, the trustee did not assign any claims against John Seibert. (Id., at 15-16.) Additionally, Defendants claim that the Court lacks subject-matter jurisdiction because the Complaint does not plead the residency of the members of Cedar Rapids Lodge & Suites, LLC., and because the trustee's participation in the case destroyed diversity. (Id., at 17; Defs.' Reply in Supp, of Mot. to Dismiss under Rule 12 [Doc. No. 190] (“Defs.'s Reply”), at 9.)

         Defendants also argue that Plaintiffs have failed to state a claim upon which relief can be granted. Defendants argue that Plaintiffs failed to properly plead their fraudulent transfer claims. (Defs.' Mem. in Supp., at 20-26.) Defendants further argue that Plaintiffs' claims regarding the transfer of development projects do not state a claim for fraudulent transfer because they do not allege that the transfer of assets occurred. (Id., at 27-31.) Finally, ...


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