United States District Court, D. Vermont
OPINION AND ORDER RE: COUNTERCLAIM DEFENDANTS THE INN OF THE SIX MOUNTAINS CONDOMINIUM OWNERS' ASSOCIATION, RICHARD KALINA, RICHARD CAEFER, AND ROBERT SALMERI'S MOTION TO DISMISS COUNTERCLAIMS; COUNTERCLAIM DEFENDANT THE INN OF THE SIX MOUNTAINS C.O.A. FOOD & BEVERAGE CORPORATION'S MOTION TO DISMISS COUNTERCLAIM; FEDERATED EQUITIES, LLC'S MOTION TO AMEND COUNTERCLAIMS (Docs. 19, 22, 30)
GEOFFREY W. CRAWFORD, District Judge.
Plaintiff Killington Hospitality Group I, LLC, brings this action against Federated Equities, LLC to quiet title to real property known as the Inn of the Six Mountains. Plaintiff also claims slander of title and tortious interference with contract. Federated Equities answered and counterclaimed, requesting specific performance of an alleged contract to convey the Inn of the Six Mountains to it. Federated Equities also brought counterclaims against other individuals and organizations that were not parties to the action ("counterclaim defendants"), alleging breach of contract and related claims. All counterclaim defendants except The Inn of the Six Mountains Homeowners Trust, John Louis Kalish, and FBC, Inc., have moved to dismiss Federated Equities' counterclaims pursuant to Rules 12(b)(1), 12(b)(6), and 41 of the Federal Rules of Civil Procedure. (Docs. 19, 22). Federated Equities has moved to amend its counterclaims. (Doc. 30.)
The following facts are drawn from the parties' pleadings and motions. The Inn of the Six Mountains ("the Inn"), located in Killington, Vermont, is a "condominium hotel consisting of 103 residential [u]nits and one commercial [u]nit." (Doc. 7 at 2.) The Inn of the Six Mountains Condominium Owners' Association ("Inn COA") is "the organization of all of the owners of the [u]nits which administers the condominium property pursuant to the [b]y-laws." (Id. )
On December 8, 2012, the Inn COA entered into an option contract with Killington Hospitality Group, LLC ("KHG") and Janee Hotel Corp. The option contract granted KHG and Janee the right to purchase the Inn for $3.3 million. The option contract provided that, if exercised, the Inn COA:
[S]hall deliver to Optionee 100% ownership of the property free and clear from all condominium ownership, claims or liens. The parties recognize that the Optionors do not have the power to sell any unit on behalf of any owner of record and nothing here is meant to imply anything to that effect.
(Doc. 7 at 2.) The option contract also provided that it would expire ninety days following the due diligence expiration date, which was April 1, 2013.
On September 30, 2014, Richard Kalina (alleged President of the Inn COA, the Inn COA Food & Beverage Corp., and FBC, Inc.), alleged Inn COA agent Richard Caefer, and Bernard E. Weichsel executed a revocable trust agreement ("the Inn trust"), the purported purpose of which was to collect payments to be made by a buyer and to disburse those funds to the unit owners. (Doc. 7 at 4.) However, plaintiff alleges that no unit owners "ever signed the [t]rust or authorized its execution." (Id. )
According to plaintiff, KHG met with Federated Equities ("Federated") in late 2014 to discuss the possibility of purchasing the Inn together under the terms of the option contract. Federated declined the invitation.
Federated pursued a purchase of the Inn on its own. On January 10, 2015, John Louis Kalish (who Federated claims was acting as broker between the parties), emailed Jonathan Cox (a member of Federated) and Erick Nabydoski (a third party investor) "to report that he had prepared two purchase and sale agreements to present that day to the [d]irectors of [the Inn] COA." (Doc. 3 at 7.) Kalish emailed Cox and Nabydoski again on January 13, writing that "the I[nn] COA Board had accepted Federated's offer of $2, 800, 000.00 for the [p]roperty." (Id. ) However, on January 19, Kalish wrote in an email to Nabydoski "that he had terminated the memorandum of understanding between Federated and Kalish." (Id. )
Also on January 19, Richard Kalina "emailed Nabydoski to confirm that all discussions with another buyer group consisting of KHG and [Janee] had ended, and that we have no written agreements with them, as the terms were never finalized.'" (Id. ) Federated alleges that Kalina was also a managing member of KHG.
On January 22, Kalina forwarded a purchase and sale agreement for the sale of the Inn to Federated. The agreement was signed by Kalina "as President of [the Inn COA] Food & Beverage, [the Inn] COA and FBC." (Id. at 8.) Federated "executed" the agreement on January 22. (Id. ) Richard Caefer signed the agreement electronically on January 22, "in his capacity as Duly Authorized Agent for [the Inn] COA Directors as representatives of Owners of Record, ' as Duly Authorized Trustee for the Inn of the Six Mountains Homeowners Trust as representatives of Owners of Record, ' and as Treasurer of [the Inn] Food & Beverage, [the Inn] COA and FBC.'" (Id. )
On January 29, Federated "sent a list of due diligence requirements to the sellers, " but never ...