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AIM INTERNATIONAL TRADING, L.L.C. v. VALCUCINE S.P.A.

May 21, 2003

AIM INTERNATIONAL TRADING, L.L.C., MOSHE AVIV, AIM DANIA, INC., AND AIM INTERNATIONAL TRADING, INC., PLAINTIFFS, AGAINST VALCUCINE S.P.A., IBI, L.L.C., KITCHENS OF VENETO, INC., BRIAN JEVREMOV, RUBEN BRAHA, AND JEFFREY MCDUFFEE, DEFENDANTS.


The opinion of the court was delivered by: Leisure, District Judge:

OPINION AND ORDER

In this contract and tort action, defendants IBI, L.L.C. ("IBI"), Kitchens of Veneto, Inc. ("Kitchens"), Brian Jevremov and Jeffrey McDuffee (collectively the "dealer defendants")*fn1 have moved the Court for dismissal of several causes of action asserted in the complaint and, in the alternative, for a stay of the proceedings pending arbitration.*fn2 Defendant Ruben Braha has filed a separate motion seeking dismissal of the complaint, summary judgment, and, in the alternative, a stay pending arbitration. For the following reasons, the dealer defendants' motion to dismiss is granted in part and denied in part, Braha's motion to dismiss is granted in part and denied in part, Braha's motion for summary judgment is denied, and both motions to stay are denied.

BACKGROUND

I. Procedural Background

Plaintiffs filed this action in New York Supreme Court on January 10, 2002. On February 7, 2002, pursuant to an arbitration clause, defendant Valcucine S.p.A. ("Valcucine") filed a request for arbitration with the Secretariat of the International Court of Arbitration. On February 21, 2002, Valcucine removed the state court action to this Court on the basis of the Federal Arbitration Act. On February 22, 2002, the Court granted plaintiffs' request for a temporary restraining order, enjoining Valcucine, its agents, attorneys and all those acting on its behalf from (1) selling products offered for sale by Valcucine under the trademarks "Valcucine" and "New Art" dealerships which were established by plaintiff AIM pursuant a contract between Valcucine and AIM; (2) selling products to any person within the United States other than AIM; and (3) directing Valcucine to continue to fulfill and ship on a C.O.D. basis orders for products forwarded to it by AIM in accordance with the contract. See AIM Int'l Trading L.L.C. v. Valcucine S.p.A., 188 F. Supp.2d 384 (S.D.N.Y. 2002) (Leisure, J). On June 11, 2002, the Court granted plaintiffs' motion for a preliminary injunction.*fn3 See AIM Int'l Trading L.L.C. v. Valcucine S.p.A., No. 02 CV 1263, 2002 WL 1285557 (S.D.N.Y. June 11, 2002) (Leisure, J).

On March 4, 2002, the Court approved a stipulation entered into by plaintiffs and Valcucine staying each of the causes of action asserted against Valcucine, except for the tenth cause of action, pending arbitration. On April 18, 2002, the Court approved a similar stipulation regarding the tenth cause of action. At this time, all causes of action asserted against Valcucine are stayed pending arbitration at the International Chamber of Commerce in Switzerland.

II. Factual Background

On a motion to dismiss, the plaintiffs' well-pleaded allegations in their complaint are assumed to be true. Rothman v. Gregor, 220 F.3d 81, 91 (2d Cir. 2000). Therefore, the relevant facts, as alleged by the complaint, are as follows.

Plaintiff AIM International Trading, L.L.C. is a limited liability company in New York. Compl. ¶ 1. Plaintiff AIM International Trading, Inc., is a New York corporation. Id. ¶ 2. Plaintiff AIM Dania, Inc., is a Florida corporation with its principal place of business in New York. Id. ¶ 3. These plaintiffs will be referred to collectively as "AIM" in this Opinion. Plaintiff Moshe Aviv is a New York resident and is a principal of AIM. Id. ¶ 4.

Defendant Valcucine is an Italian company engaged in the manufacturing of high-end kitchen cabinetry and furniture components. Id. ¶ 5. Defendant IBI is a limited liability company organized under the laws of New York. Id. ¶ 7. Defendant Jevremov is a principal of IBI. Id. ¶ 8. Defendant Kitchens is an Illinois corporation. Id. ¶ 9. Defendant McDuffee is a principal of Kitchens. Id. ¶ 10. Defendant Braha is "an independent agent or representative of Valcucine and other manufacturers." Id. ¶ 11.

On March 31, 1999, AIM and Valcucine entered into an agreement in which AIM was appointed the exclusive distributor of Valcucine products in the United States. Id. ¶ 6. On February 1, 2000, Kitchens contracted with AIM to purchase Valcucine products exclusively from AIM for resale to retail customers. Id. ¶ 9. On April 5, 2000, IBI entered into a similar contract with AIM. Id. ¶ 7.

Sometime after these contracts were in place, Braha, as an agent of Valcucine, cultivated a relationship with Jevremov, in spite of the fact that the agreement between AIM and IBI proscribed direct communication between IBI and Valcucine. Id. ¶ 26. Braha and Jevremov reached an agreement "to eliminate AIM from the distribution of Valcucine [p]roducts and for IBI and Jevremov to assume AIM's role as Valcucine' s representative and distributor in the United States." Id. Additionally, during the latter half of 2001, Braha met with McDuffee and obtained Kitchens' cooperation with the plan to eliminate AIM. Id. ¶ 28.

At some point in time during the months of September and October 2001, Valcucine entered into an agreement and conspiracy with and among defendants IBI and Kitchens to which Valcucine, IBI and Kitchens agreed that, following a purported unilateral termination of AIM's distributorship by Valcucine, IBI and Kitchens would continue as Valcucine [p]roducts dealers and would purchase Valcucine [p]roducts directly from Valcucine.
Id. ¶ 32. On October 17, 2001, Kitchens attempted unilaterally to terminate its contract with AIM. Id. ¶ 28. By letter dated October 21, 2001, Valcucine attempted to terminate its agreement with AIM, effective February 28, 2002. Id. ¶ 33.

As part of his attempt to undermine and destroy AIM's relationship with its dealers, Braha made several statements regarding AIM and its principals. Id. ¶ 31. In July 2001, Braha told John Schaefer of FLG Enterprises, Inc.,*fn4 that Izzy Ashkenazy, a principal of AIM, was not trustworthy and that Valcucine had no faith in AIM's abilities to support its dealers. Id. In October 2001, Braha made similar statements to McDuffee and Steven Cooper of Cooper Pacific Kitchens, Inc.*fn5 Id.

According to plaintiffs, this factual background gives rise to causes of action against the dealer defendants for tortious interference with contract and business relationship, breach of contract and the implied covenant of good faith, and unjust enrichment; against Jevremov and McDuffee for tortious interference with contract and business relationship; and against Braha for tortious interference with contract and business relationship and disparagement and injurious falsehood.

DISCUSSION

The dealer defendants seek dismissal of the claims for tortious interference, breach of contract and the implied covenant of good faith, and unjust enrichment. Braha seeks dismissal of the tortious interference claims and the disparagement and injurious falsehood claims. He also seeks summary judgment. Both the dealer defendants and Braha request the alternate remedy of a stay pending the resolution of the AIM-Valcucine arbitration.

I. Motions to Dismiss

A movant is entitled to dismissal under Rule 12(b)(6) only if "it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957); see also Lipsky v. Commonwealth United Corp., 552 F.2d 887, 894-95 (2d Cir. 1976). Nevertheless, the complaint "must contain allegations concerning each of the material elements necessary to sustain recovery under a viable legal theory." Huntington Dental & Med. Co., Inc. v. Minnesota Mining & Mfg. Co., No. 95 Civ. 10959, 1998 WL 60954, at *3 (S.D.N.Y. Feb. 13, 1998).

The Court must read the complaint generously and draw all reasonable inferences in favor of plaintiffs, accepting the complaint's allegations as true. Conley, 355 U.S. at 46-46; Hosp. Bldg. Co. v. Trustees of Rex Hosp., 425 U.S. 738, 740 (1976); Dublin v. E.F. Hutton Group, Inc., 695 F. Supp. 138 (S.D.N.Y. 1988). Accordingly, the factual allegations set forth in the complaint do not constitute findings of fact by the Court, but rather are presumed to be true for the purpose of deciding the motion to dismiss. See Emergent Capital Inv. Mgmt., L.L.C. v. Stonepath Group, Inc., 165 F. Supp.2d 615, 625 (S.D.N.Y. 2001). Thus, "[t]he issue is not ...


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