The opinion of the court was delivered by: Sweet, District Judge.
Defendant Nippon Credit Trust Co. ("Nippon") has moved pursuant
to Rule 12(b)(6); Fed.R.Civ.P., to dismiss a claim against it for
unjust enrichment brought by plaintiffs Mina Investment Holdings
Ltd. ("Mina") and Pentium Capital Holdings, Ltd. ("Pentium")
(collectively, the "Plaintiffs"), on the ground that Plaintiffs
have once again failed to state a claim upon which relief may be
granted. For the reasons set forth below, Nippon's motion to
dismiss the unjust enrichment claim contained in Plaintiffs'
Second Amended Complaint is granted.
Plaintiffs are investment companies incorporated in the British
Virgin Islands, with their principal place of business in
Switzerland, where their sole director, an entity named Saturn
Corporate Services Inc., is located, and where officials of
Saturn directed, controlled, and coordinated all of their
Defendant Steven W. Lefkowitz ("Lefkowitz") is a resident of
King's County, New York. He has identified himself as chairman of
the board of directors and president of defendant MECO Holdings,
L.L.C. ("MECO Holdings"), and as chairman of the board of
directors of defendant Mill Equipment & Engineering Corporation
Defendant MECO Holdings is a limited liability company
organized and existing under the laws of Delaware. Since April
1994, MECO Holdings has owned the majority of the stock of
defendant MECO, a Delaware corporation. The management of MECO
Holdings was occasionally nominally vested in an entity named
Wade Capital Corporation, a Delaware corporation wholly owned and
controlled by Defendant Lefkowitz.
Defendant MECO is a Delaware corporation, with its principal
place of business in Pittsburgh, Pennsylvania. It is engaged in
the manufacture of electrical and mechanical equipment for
customers in the metals industry.
Defendant MECO Investment Corp. ("MIC") is a Delaware
corporation and a wholly-owned subsidiary of Defendant MECO,
incorporated on June 16, 1995.
Defendant Selig Partners, L.P. ("Selig") is a domestic limited
partnership organized and existing under the laws of Delaware.
Selig was both an equity investor in MECO Holdings, as well as a
party which loaned money to MECO Holdings for the acquisition of
Defendant Nippon is a bank and trust company existing under the
laws of New York.
Prior Proceedings and Facts
The facts and prior proceedings are set forth in prior opinions
of this Court, familiarity with which is assumed. See Mina
Investment Holdings Ltd. v. Lefkowitz, 184 F.R.D. 245 (S.D.N Y
1999) (hereinafter "Mina II"); Mina Investment Holdings Ltd. v.
Lefkowitz, 16 F. Supp.2d 355 (S.D.N.Y. 1998) (hereinafter "Mina
I"). Plaintiffs filed their original complaint on February 25,
1997, and their First Amended Complaint on January 12, 1998. The
First Amended Complaint contained three counts, two of which were
directed at Nippon. Count II of the First Amended Complaint
alleged tortious interference with contract against Nippon, and
Count III alleged unjust enrichment.
In considering a motion to dismiss, the facts alleged in the
complaint are presumed to be true and all factual inferences must
be drawn in the plaintiff's favor. See Scheuer v. Rhodes,
416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974); Mills v.
Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir. 1993);
Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir. 1989). Accordingly,
the factual allegations considered herein and set forth below are
taken from ...