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Christakis v. Global Consultants Direct

July 19, 2007

NICHOLAS G. CHRISTAKIS, PLAINTIFF,
v.
GLOBAL CONSULTANTS DIRECT, INC., FRANCHISE CAPITAL COMPANY, PAUL BADAMO, AND JOHN LANCIOTTI, DEFENDANTS.



The opinion of the court was delivered by: John Gleeson, United States District Judge

MEMORANDUM AND ORDER

Nicholas G. Christakis brings this diversity action to recoup money he claims he lost in connection with a mortgage brokerage branch office of defendant Global Consultants Direct, Inc. ("Global") in 2002. Christakis operated that office under an arrangement with Global until January 30, 2003, when he agreed to convey the brokerage business to defendants Franchise Capital Company, Paul Badamo, and John Lanciotti (collectively, "Franchise"), while retaining an interest for himself. The agreement fell apart less than a month later. In 2005, Christakis sued Global and Franchise for breach of contract, tortious interference with contract, and unfair trade practices.*fn1 Franchise moved for summary judgment, and I heard oral argument on July 11, 2007. For the reasons set forth below, the motion is granted.

BACKGROUND*fn2

In May 2002, Christakis entered into an agreement with Global, a licensed mortgage broker, to manage and operate a mortgage brokerage business in Billerica, Massachusetts under the name "Speededollars." Christakis became disenchanted with the arrangement quickly, and in June 2002 he contacted Lanciotti, a former co-worker who was operating a mortgage brokerage branch office for BLS Funding Corp., another licensed mortgage broker. Christakis told Lanciotti he was unhappy with Global. Lanciotti and Badamo, who did business under the Franchise Capital Company moniker, visited the Billerica branch to explore the possibility of a business agreement with Christakis.

After some negotiations, Franchise and Christakis came to an agreement whereby Franchise would take over Christakis's interest in the Billerica branch. Christakis terminated his agreement with Global in November or December 2002, claiming that Global had not paid certain commissions. Then, on December 30, 2002, Franchise and Christakis signed a "Joint Venture Asset Leasing Agreement" ("JVALA"). The agreement provided that Christakis would "provide and lease" the Billerica mortgage brokerage business to Franchise, which would "operate, utilize and lease" the business. JVALA ¶ A. In particular, the agreement provided:

[Christakis] has agreed to provide and lease and [Franchise] has agreed to operate, utilize and lease on a best faith efforts basis all of the assets of [Christakis] free and clear of all pre-existing liabilities arising from the current operation of [Christakis]'s business . . . .

Id. Pursuant to the agreement, Franchise would pay Christakis "a 7% equity interest in the gross fees generated" by the operation of the business (with some immaterial modifications). Id. ¶ 3. Christakis agreed "not to be involved in the day to day operation of the Company" and "not [to] interfere with said Company nor visit or maintain offices at said premises." Id. ¶ 1.1. For its part, Franchise would "have the right to receive all fees and commissions" generated by the operation. Id. ¶ D. Franchise also agreed to, among other things, assume certain operating liabilities, including "[l]eases, phone lines, gas, electric, water, federal express or any courier service." Id. ¶ B.

On January 1, 2003, Franchise entered into a real estate lease agreement with JCNP Realty Trust, paid certain pre-existing liabilities and other business expenditures, and met with staff at the Billerica branch. Soon, though, Franchise became unable to operate the business because it could not obtain telephone, utility, credit and office-supply services on account of outstanding pre-existing liabilities to those service providers. See Franchise's Rule 56.1 Statement ¶ 11 (citing Badamo Decl. ¶ 11). Christakis claims "[t]here is no evidence to support the self-serving allegations that services were being denied," Christakis's Rule 56.1 Response ¶ 11, but cites no evidence to the contrary.

On February 12, 2003, Badamo wrote to Christakis demanding payment of the outstanding liabilities. The next day, Badamo wrote to Christakis's counsel with the same request. Neither Christakis nor his counsel responded, and Badamo and Lanciotti wrote Christakis on February 19, 2003 that they considered the agreement null and void.

A declaration by Badamo states that Franchise did not receive any income for business generated by the Billerica branch. See Badamo Decl. ¶ 16. Christakis claims, to the contrary but without citation, that "[t]here were loans waiting to [be] processed between January 1, 2002 and March 1, 2002 that were generated at the Biller[i]ca Branch." Christakis's Rule 56.1 Response ¶ 16.

STANDARD OF REVIEW

A moving party is entitled to summary judgment "if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). The moving party must demonstrate that no genuine issue exists as to any material fact. Gallo v. Prudential Residential Servs., Ltd. P'ship, 22 F.3d 1219, 1223 (2d Cir. 1994). For summary judgment purposes, a fact is "material" when its resolution "might affect the outcome of the suit under the governing law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). An issue is "genuine" when "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. Accordingly, the test for whether an issue is genuine requires "the inferences to be drawn from the underlying facts [to] be viewed in the light most favorable to the party opposing the motion." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (quotation marks and citation omitted).

Once the moving party has met its burden, "the nonmoving party must come forward with 'specific facts showing that there is a genuine issue for trial.'" Id. at 587 (quoting Fed. R. Civ. P. 56(e)) (emphasis omitted). Critically, the moving party may obtain summary judgment by showing that little or no evidence may be found in support of the nonmoving party's case. When no rational jury could find in favor of the nonmoving party because the evidence to support its case is so slight, there is no genuine issue of material fact and a grant of summary judgment is proper.

Gallo, 22 F.3d at 1223-24 (citations omitted). The nonmoving party cannot survive summary judgment by casting mere "metaphysical doubt" upon the evidence produced by ...


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