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Candelarie v. Scientific Innovations

August 28, 2009

DORIS CANDELARIE, AS TRUSTEE OF THE MARCEL A. TRUJILLO 2503(C) TRUST, PLAINTIFF,
v.
SCIENTIFIC INNOVATIONS, INC., JOSEPH H. BRONDO, JR., AND PHYLLIS P. BRONDO, DEFENDANTS.



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

MEMORANDUM AND DECISION

On April 25, 2008, Doris Candelarie ("Plaintiff") commenced this action, requesting relief on four claims. First, Plaintiff claims that Scientific Innovations, Inc. ("SII") owes Marcel Trujillo's trust $350,000 on an account stated. Plaintiff's second and third claims allege fraudulent transfers against SII, Joseph H. Brondo, and Phyllis P. Brondo (collectively, "Defendants"). Lastly, Plaintiff claims that the Brondos face alter ego liability for the $350,000 allegedly owed by SII. Before the Court are Plaintiff's motion for summary judgment on her first claim and Defendants' motion for summary judgment on all four claims. For the foregoing reasons, both motions are DENIED.

BACKGROUND

Anthony and Denise Trujillo created two trusts, one for their son Marcel A. Trujillo and the other for their son Dominic A. Trujillo. (Trujillo Decl. ¶¶ 1-2). Plaintiff is Anthony Trujillo's sister and the sole trustee for both trusts. (Id. ¶ 3; Compl. ¶ 2). Like Anthony, Denise and Marcel A. Trujillo, Plaintiff is a Colorado citizen. (Compl. ¶¶ 1-3). SII is incorporated and maintains its principal place of business in New York. (Brondo Aff. ¶ 15). Joseph Brondo is and always has been the president and a director of SII. (Id. ¶ 16). Joseph and Phyllis Brondo are married. (Compl. ¶ 7).

According to SII's original business plan, SII sought to "employ patents for the purpose of developing, testing and deploying explosive detection systems based on gamma resonance technology . . . ." (Def. Stmt. ¶ 17; Pl. Counter-Stmt. ¶ 17). SII's systems were to be used for "anti-terrorism technology," as well as "X-ray machines, MRIs and similar technology." (Id).

In 1999, Anthony Trujillo met Joseph Brondo to discuss investing in SII. (Def. Stmt. ¶ 28; Pl. Counter-Stmt. ¶ 28). During these discussions, Defendants claim that Mr. Trujillo agreed to invest a total of $500,000 in SII in exchange for 600 shares. (Def. Stmt. ¶ 29). Defendants further claim that, in consideration, they agreed to issue 120 shares upon Mr. Trujillo's initial investment of $100,000, but were not obligated to issue the remaining 480 shares until Mr. Trujillo entirely fulfilled his $500,000 investment commitment. (Def. Stmt. ¶¶ 29, 33, 34). Defendants, however, submitted no contemporary documentary evidence reflecting such an agreement, which was evidently oral. Plaintiff denies that Mr. Trujillo agreed to invest $500,000 for SII stock, and further denies that, under this agreement, Mr. Trujillo would continue to invest money but receive no further stock until he invested $500,000. (Pl. Counter-Stmt. ¶¶ 29, 33, 34). On June 8, 2000, Mr. Trujillo sent two $50,000 checks to SII, and received sixty shares of SII stock for Marcel's trust and another sixty shares for Dominic's trust. (Def. Stmt. ¶¶ 30-32, Pl. Counter-Stmt. ¶¶ 30-32). On November 14, 2000, Mr. Trujillo sent two more $50,000 checks, with one designated "REMITTER TRUST FOR MARCEL A. TRUJILLO" and the other designated "REMITTER TRUST FOR DOMINIC A. TRUJILLO." (Def. Stmt. ¶ 35; Pl. Counter-Stmt. ¶ 35). In January 2001, Mr. Trujillo sent two more $50,000 checks to SII. (Def. Ex. F). One of these checks was designated "loan to SII," while the other did not list any express purpose. (Id). In April 2001, Mr. Trujillo sent another $50,000 check, again without designating a specific purpose for it. Finally, in October and December 2001, Mr. Trujillo sent two more $50,000 checks, each designated "REMITTER ANTHONY J. TRUJILLO." Thus, over the course of roughly 18 months, Mr. Trujillo invested a total of $450,000 in SII, but received share certificates for only $100,000 of that investment.

On January 8, 2002, SII wrote Denise Trujillo to provide her "with a summary of your investment to date." This summary represented, in its entirety:

Amount Invested $250,000.00*fn1

Cost of Shares $833.33

Quantity of Shares 300.00

On October 24, 2003, Mr. Trujillo wrote Mr. Brondo to request the remaining 420 stock certificates that he believed he was owed based upon his $450,000 investment. (Def. Ex. J). Mr. Brondo responded on October 27, 2003, stating that his stock purchases were "based on an investment of $500,000" and that he would not receive any more stock until he "complete[s] [his] agreed investment in sending the remaining $50,000." (Id). Later that day, Mr. Trujillo replied to Mr. Brondo. (Def. Ex. K). This reply neither confirmed nor denied the existence of the agreement Mr. Brondo mentioned, but it did not repeat Mr. Trujillo's initial request for immediate stock issuance. (Id). On October 28, 2003, Mr. Brondo responded and once again asserted that Mr. Trujillo had agreed to invest $500,000, with stock issuing only upon Mr. Trujillo fulfilling his full investment commitment. (Def. Ex. L)

In September 2004, SII announced that it was dissolving and re-incorporating, and offered existing shareholders the opportunity to either carry on their investment into the new company, or write off their investment as a capital loss on their taxes. (Pl. Ex. P). On the election form, the Trujillos (and Dories Candelarie as Trustee) elected to "provide further investment in the amount of $1,000.00 to 50k." (Def. Ex. N). The Trujillos further commented that "The Trujillo Family investment of $450,000.00 was and is for equity. $50k/60 shares for Dominic, $50k/60 shares for Marcel along with $350k for Denise and Anthony Trujillo[;] the additional $350k capital loaned was requested for Patents we have not received shares for this, or patents. My family and I expect to receive the amount of equity in the new company equal to the $450,000.00 invested." (Id.) (emphasis supplied).

On April 7, 2007, Plaintiff (in her capacity as trustee for both trusts) commenced a petition in New York Supreme Court to inspect SII's corporate books and records. On August 7, 2007, the New York Supreme Court granted Plaintiff's petition. SII's Stock Book, produced in response to that Petition, lists, under the "Loans" category, an entry for $350,000 ...


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