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William Brenner, Jacalyn Brenner v. Simon Brenner

September 22, 2011

WILLIAM BRENNER, JACALYN BRENNER PLAINTIFFS,
v.
SIMON BRENNER DEFENDANT.



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

MEMORANDUM & ORDER

Plaintiffs William Brenner ("William") and Jacalyn Brenner ("Jacalyn") (collectively, "plaintiffs") filed the present action against Simon Brenner ("Simon" or "defendant") seeking to recover damages stemming from defendant's alleged breach of contract. Presently before the Court is defendant's motion to dismiss the Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons stated below, defendant's motion is granted.

BACKGROUND

The following facts are taken from the Complaint, including the exhibits attached thereto,*fn1 and are presumed true for purposes of the instant motion.

William and Jacalyn are married and currently reside in Hackensack, New Jersey. Simon, who currently resides in Roslyn, New York, is William's uncle. Dean Brenner ("Dean") is Simon's son and William's cousin.

From the late 1970s until late 1997, William, Simon, and Dean, were part owners of Delta Trading Corporation ("Delta"), a corporation located at 220 West 30th Street, New York, New York 10001. By approximately November 1997, Simon no longer possessed an ownership interest in Delta. As of the beginning of 1998, Dean owned 72.5% of Delta and William owned the remaining 27.5%. At all relevant times, although Simon no longer had an ownership interest in Delta, he "remained active in the business of Delta and served as an officer of Delta." (Compl. ¶ 6.)

In or around December 2001, the U.S. Small Business Administration ("SBA") made a loan, No. 50313140-00 ("SBA Loan"), to Delta. The SBA Loan was secured by a mortgage on plaintiffs' home in Old Bethpage, New York ("Old Bethpage Home"). William and Jacalyn "did not want to pledge their home to secure the SBA Loan," but were "induce[d] . . . to provide such security for the SBA Loan" when Simon "personally assured them that he would guaranty the SBA Loan and pay off the SBA Loan if need be." (Id. ¶ 9.)

Plaintiffs allege that in a letter addressed to William, dated June 9, 2003, (the "Letter"), Simon "agreed in writing to indemnify and hold Plaintiffs harmless with respect to the SBA Loan [ ]." (Compl. ¶ 10.) The Letter stated as follows:

I am writing to confirm our verbal discussion in which I told you that I would ensure that there would be no foreclosure on the second mortgage that you gave to the United States Small Business Administration in connection with a loan to Delta Trading Corp. (Number EIDL50313140-00). In this connection, in the event Delta Trading Corp. does not pay its obligation and there is an attempt on the part of the United States Small Business Administration to enforce its mortgage, then I will indemnify and hold you harmless from any possible action, including but not limited to paying the balance if that becomes necessary. (Id., Ex. A.)

According to plaintiffs, "[a]t various times both prior to and subsequent to the execution of [the Letter]," Simon "assured William [ ] and Jacalyn [ ] that he would bear full responsibility for the SBA Loan and would indemnify and hold William and Jacalyn harmless in the event of any action on the part of the SBA to seek repayment through the second mortgage on the Old Bethpage Home." (Compl. ¶ 11.)

In or around mid-2004, Delta, heavily indebted and facing lawsuits, ceased operations. Thereafter, a new company, DTC Trading LLC ("DTC"), was formed. While the Complaint does not make clear who owned DTC, plaintiffs allege that William did not acquire an ownership interest. He did, however, became an employee at DTC and worked there until 2009. "DTC initially operated at the same address as Delta" and its "business was similar to that of Delta." (Id. ¶ 7.)

Plaintiffs recently sold the Old Bethpage Home, and the SBA Loan was paid off in full from the proceeds of the sale. (Id. ¶ 12.) Plaintiffs allege that they "acted in good faith and in reasonable reliance on [the Letter] and the repeated assurances of Simon Brenner that he would indemnify and hold Plaintiffs harmless." (Id.) Upon the sale of the Old Bethpage Home, plaintiffs paid the SBA a total of $124,544.12 in full satisfaction of the SBA Loan (the "Payoff"). (Id. ¶ 13 & Ex B.)

On or about July 22, 2010, plaintiffs demanded in writing that Simon indemnify them in the amount of $124,544.12. (Id. ¶ 14 & Ex. C.) Simon refused to indemnify and reimburse plaintiffs.

Plaintiffs filed the instant action on October 22, 2010. The Complaint contains four causes of action: Count I seeks damages in the amount of $124,544.12 for defendant's alleged breach of contract, while Counts II, III and IV seek recovery under the quasi-contract theories of unjust enrichment, promissory estoppel and equitable estoppel, respectively.

DISCUSSION

I. Motion to Dismiss Legal Standard

Federal Rule of Civil Procedure 8(a)(2) provides that a pleading shall contain "a short and plain statement of the claim showing that the pleader is entitled to relief." The Supreme Court has recently clarified the pleading standard ...


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