The opinion of the court was delivered by: Kenneth A. Marra United States District Judge
THIS CAUSE is before the Court upon Defendants The Armenian Assembly of American, Inc. ("The Assembly"), Hirair Hovnanian ("Hovnanian"), and Van Krikorian's ("Krikorian") (collectively referred to as "Defendants") Motion to Dismiss DE 7. The matter is now fully briefed and ripe for review. The Court has carefully considered the motion and is otherwise fully advised in the premises.
This matter arises out of a Complaint filed by Plaintiffs Gerald Cafesjian ("Cafesjian") and The Cafesjian Family Foundation, Inc. ("The Foundation") (collectively referred to as "Plaintiffs") in state court on January 11, 2011 ("The Complaint"). The facts are taken from Plaintiffs' Complaint and are assumed true for the purposes of Defendants' Motion to Dismiss.
In 1997, the Assembly began soliciting money from Cafesjian and, in August 1998, Cafesjian donated $25,000 to the Assembly to receive the title of "Trustee." Complaint at ¶ 10, 13. In early 1999, Hovanian "represented to Mr. Cafesjian that the payment of a significant amount of funds to the Assembly would entitle Mr. Cafesjian to participate, in a substantial and permanent fashion, in the affairs of the Assembly." Complaint at ¶ 15. Based on these representations, Mr. Cafesjian pledged the sum of $1,050,000 to the Assembly. Complaint at ¶ 16.
In April 1999 Hovnanian wrote a letter to Cafesjian in which Hovnanian noted Cafesjian's "very special commitment to the future of the assembly" and referred to him as being "a very special friend of the assembly." Complaint at ¶ 18. Shortly thereafter, Cafesjian, through the Foundation, made three payments of $350,000 over the course of three years. Complaint at ¶ 20. Cafesjian "requested, and received membership in the two most important organizations within the Assembly, the 'Executive Committee' and the 'Consultative Group.' In addition, Mr. Cafesjian requested and received an appointment as Vice President of the Assembly, as well as membership on the Assembly's Board of Directors." Complaint at ¶ 21. The Assembly continued to allow Cafesjian's involvement through the latter portion of 2005. Complaint at ¶ 22.
In 2006, as a result of a personal dispute between Cafesjian and Hovnanian, the latter "began taking steps to prevent Cafesjian from participating in the affairs of the Assembly." Complaint at ¶ 22. On January 12, 2007, Krikorian and Hovnanian "engineer[ed] a vote to suspend Mr. Cafesjian from the Assembly Board of Trustees based on an unfounded allegation of 'conflict of interest.' " Complaint at ¶ 24. At that same meeting, the Assembly Board of Trustees voted to suspend Mr. Cafesjian, which prevented Cafesjian from having any involvement in the operations of the Assembly. Complaint at ¶ 25. The Assembly also ceased inviting Mr. Cafesjian to annual Board of Trustee meetings, despite his status as a Life Trustee.
Complaint at ¶ 25. The Complaint notes that Krikorian was "complicit and instrumental in Mr. Hovnanian's attempt to prevent Mr. Cafesjian from participating in the affairs of the Assembly." Complaint at ¶ 25.
In the Complaint, Plaintiffs asserts that the Assembly is liable for (1) Breach of Contract -The Agreement (Count I); (2) Breach of Implied Contract: Quantum Meruit (Count II); and (3) Unjust Enrichment (Count III). The Complaint further alleges that Hovnanian and Krikorian are liable for Tortious Interference with Contract (Count IV). The Complaint was filed on January 11, 2011 (DE 1).
For a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), the Court observes first that Rule 8(a) of the Federal Rules of Civil Procedure requires "a short and plain statement of the claims" that "will give the defendant fair notice of what the plaintiff's claim is and the ground upon which it rests." The Supreme Court has held that "[w]hile a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the 'grounds' of his 'entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (internal citations omitted).
"To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quotations and citations omitted). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. Thus, "only a complaint that states a plausible claim for relief survives a motion to dismiss." Id. at 1950. When considering a motion to dismiss, the Court must accept all of the plaintiff's allegations as true in determining whether a plaintiff has stated a claim for which relief could be granted. See Hishon v. King & Spalding, 467 U.S. 69, 73 (1984).
Defendants now seek to dismiss Plaintiff's Complaint for six different reasons: (1) the Statute of Limitations bars this suit; (2) the oral contract violates the Statute of Frauds, and therefore Counts I and II should be dismissed; (3) Counts I and II fail to establish the existence of a contract; (4) Counts II and III fail to establish Defendants should have expected compensation or have been unjustly enriched; (5) Count IV fails to state of a cause of action for tortious interference; ...