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Al-Rayes v. Willingham

United States District Court, M.D. Florida, Jacksonville Division

February 16, 2018

ABDULLAH M. AL-RAYES, et al., Plaintiffs,
ERIKA M. WILLINGHAM, individually and as Trustee of the Erika M. Willingham Trust, Defendant.



         THIS CAUSE is before the Court on Defendant Erika M. Willingham's Motion for Summary Judgment (Doc. No. 153; Motion), filed on June 27, 2017. On July 11, 2017, Plaintiffs filed their Opposition to Defendant Erika M. Willingham's Renewed Motion for Summary Judgment (Doc. No. 157; Response). With leave of Court, see Endorsed Order (Doc. No. 162), Erika Willingham filed her Reply to Plaintiffs' Response in Opposition to Defendant's Renewed Motion for Summary Judgment (Doc. No. 163; Reply) on July 31, 2017, and Plaintiffs filed their Sur-Reply in Further Opposition to Defendant Erika M. Willingham's Renewed Motion for Summary Judgment (Doc. No. 164; Sur-Reply) on August 11, 2017. Accordingly, this matter is ripe for review.[1]

         I. Background[2]

         This action arises from Plaintiffs' as-yet unsuccessful efforts to collect on a Consent Judgment entered against Defendant Erika Willingham's husband, Ben Willingham, in 2007. See Third Amended Complaint and Demand for Jury Trial (Doc. No. 103; TAC) ¶ 1. Erika Willingham is a dual citizen of Switzerland and the United States currently residing in Jacksonville, Florida. See id. ¶ 15; Defendant Erika M. Willingham's Answer and Affirmative Defenses to Plaintiffs' Third Amended Complaint (Doc. No. 152; Answer) ¶ 3. She has been married to Ben Willingham, who is not a party to this action, for approximately thirty-five years. See TAC ¶ 15; Answer ¶ 3. Plaintiff Abdullah M. Al-Rayes (Al-Rayes) is a citizen of Saudi Arabia currently residing in Switzerland. See TAC ¶ 9. Al-Rayes brings this action together with various corporate entities under his control (collectively, Creditors).[3]

         From 1994 to 1999, Creditors purchased nine properties through Ben Willingham and several of his corporate entities. See Kranjac Decl. ¶ 5. In 2005, an officer of the Plaintiff corporations, Mario M. Kranjac, uncovered what he believed to be a fraudulent scheme perpetrated by Ben Willingham and his companies in connection with these transactions. Id. ¶¶ 1, 9. As a result, on April 20, 2006, Creditors filed a lawsuit against Ben Willingham and others, asserting various fraud-based claims related to the purchases. See id. ¶ 32; see also Al-Rayes v. Willingham, No. 06-cv-362-J-34JRK, ECF No. 1 (M.D. Fla. Apr. 20, 2006) (complaint). The parties resolved this 2006 lawsuit on March 15, 2007, via the entry of a consent judgment whereby, without admitting liability, Ben Willingham agreed to pay Creditors the amount of $25, 707, 605. See Kranjac Decl. ¶ 33, Ex. 13: Consent Judgment (Doc. No. 158-13; Consent Judgment). However, since that time, Creditors have been able to collect only $39, 943.81 from Ben Willingham. See id. ¶ 156. As a result of their stymied collection efforts, Creditors bring the instant lawsuit in which they contend that Erika Willingham has assisted her husband in orchestrating and carrying out a different fraudulent scheme, this one designed “to conceal [Ben Willingham's] assets in order to hinder, delay, or impede Plaintiffs' ability” to collect on the amount due under the Consent Judgment. TAC ¶ 1.

         On January 9, 2008, Creditors deposed Ben Willingham for the purpose of obtaining information about his assets in furtherance of their efforts to collect on the Consent Judgment. See Kranjac Decl. ¶ 35, Ex. 14: January 9, 2008 Deposition of Ben H. Willingham, Jr. (Doc. No. 158-14; 2008 BW Dep.). During this deposition, Ben Willingham disclosed the existence of three USAA Federal Savings Bank accounts (USAA Accounts) which he jointly owned with Erika Willingham. See 2008 BW Dep. at 21:22-22:17. He further testified that: (1) he did not have any accounts or assets in Switzerland, where Erika Willingham is from and where the Couple previously resided; (2) Erika Willingham possessed at least one Swiss bank account over which she had sole control; and (3) Erika Willingham made regular wire transfers from that account to the USAA Accounts to help pay for the Couple's living expenses. See id. at 47:23-48:1; 60:21-61:16; 68:8-69:22.

         Later that year, on May 29, 2008, Creditors deposed Erika Willingham. See Kranjac Decl. ¶ 39, Ex. 15: May 29, 2008 Deposition of Erika Willingham (Doc. No. 158-15; 2008 EW Dep.). During this deposition, Erika Willingham testified that she was unaware of any accounts aside from the USAA Accounts, and that she did not have any other bank accounts in her individual name. See 2008 EW Dep. at 17:24-18:1; 33:16-19. At the same time, she noted that her husband was primarily responsible for managing the Couple's finances and paying the bills, including mortgage payments. See id. at 8:6-12; 21:3-14. As part of this discussion, Creditors' counsel inquired as to whether Erika Willingham owned the Couple's then-current home (the Fair Lane Drive Property), as well as whether the mortgage on the Fair Lane Drive Property was in her name alone. See id. at 6:15-24; 7:21-8:5. She responded that, although the house was in her name alone, she could only “guess” that the mortgage was as well. See id.

         On October 27, 2010, Creditors deposed Ben Willingham for the second time as part of their efforts to collect on the Consent Judgment. See Kranjac Decl. ¶ 47, Ex. 19: October 27, 2010 Deposition of Ben Hill Willingham (Doc. No. 158-19; 2010 BW Dep.). During this deposition, consistent with his prior testimony, Ben Willingham testified that he did not have any accounts in his name alone, and that his wife did not have any undisclosed checking or savings accounts, save for a trust account created for her by her parents. See 2010 BW Dep. at 15:9-17:22; 25:6-16; 26:17-21. He also testified that, although he was certain his wife was on the mortgage for the Fair Lane Drive Property, he did not know if he countersigned it. See id. at 48:24-49:2. However, a review of the mortgage agreement for the Fair Lane Drive property reflects that on May 3, 1999, eight years before entry of the Consent Judgment, both Ben and Erika Willingham signed the document. See Kranjac Decl. ¶ 110, Ex. 45: Mortgage Agreement (Doc. No. 158-45).

         On February 17, 2011, Ben Willingham filed a Chapter 7 bankruptcy action (Bankruptcy Action) in the United States Bankruptcy Court in and for the Middle District of Florida, Jacksonville Division (Bankruptcy Court). Id. ¶ 49. In another attempt to collect on the Consent Judgment, Creditors initiated an adversary proceeding (Adversary Proceeding) in the Bankruptcy Action on May 23, 2011. Id. ¶ 50. On December 8, 2011, Creditors deposed Erika Willingham in connection with the Adversary Proceeding. Id. ¶ 51, Ex. 20: December 8, 2011 Deposition of Erika Willingham (Doc. No. 158-20; 2011 EW Dep.). During her deposition, Erika Willingham testified that she did not have any funds in Switzerland, and that the only transfers made from Switzerland to the USAA Accounts were her and her husband's Swiss-equivalent Social Security payments. See 2011 EW Dep. at 18:1-20:2. When confronted with records reflecting wire transfers to the USAA Account from an account in Switzerland, she testified that she was unaware of the account, and that she had given her husband complete control over the money she inherited from her parents. See id. at 21:10-25:14 (“Q: Did you even know that this account existed? // A: Which account? Q: That is transferring money into USAA. // A. No.” . . . “A: And he - I left everything to Ben because I trust him. // Q. So you gave him control over the account in Switzerland? // A. Yes. Always.”). She also maintained that her husband managed the Couple's finances and that she did not actually know how many bank accounts she had. See id. at 22:5-26:8 (“Q: Do you have any idea how many accounts you have? // A: No.”).

         In conjunction with the Bankruptcy Action, on August 8, 2012, Ben Willingham submitted a breakdown of the Couple's assets and liabilities to the Bankruptcy Court. See Kranjac Decl., Ex. 21: Summary of Schedules & Schedules (Doc. No. 158-21; Schedules). Notably, Ben Willingham signed a declaration, under penalty of perjury, as to the accuracy of the Schedules, but the document is not signed by his wife. See Schedules at 6. In the Schedules, Ben Willingham represented that the Couple had no significant assets and a combined average monthly income of $4, 062. See Kranjac Decl. ¶ 55; Schedules. However, one week later, on August 15, 2012, the Couple “submitted an application to the Naval Continuing Care Retirement Foundation, Inc. (NCCRF) for a residence at a retirement community [located in Jacksonville, Florida, ] named Fleet Landing[, ]” in which they represented that they owned real estate valued at $750, 000, investments valued at $395, 000, and had approximately $40, 000 in cash, among other things. Id. ¶¶ 57-58, Ex. 22: Fleet Landing Confidential Data Application (Doc. No. 158-22; Application).[4] Then, on October 22, 2012, without informing the Bankruptcy Court, the Couple formally “entered into a contract with NCCRF for a residence at Fleet Landing” and “agreed to pay an entrance fee of $254, 962.50 for their residence[, ]” as well as monthly fees in the amount of $4, 611. Id. ¶¶ 64-67, Ex. 27: Fleet Landing Residency Contract (Doc. No. 158-27; Residency Contract).[5] Both Ben and Erika Willingham signed the Application and the Residency Contract. See Application at 4; Residency Contract at 17.

         Meanwhile, on May 7, 2012, the trustee in the Bankruptcy Action (Bankruptcy Trustee) filed an application to employ a special attorney (Kranjac Decl., Ex. 29: Application for Authority to Employ Nina M. LeFleur as Special Attorney (Doc. No. 158-29; LeFleur Application)), stating that he was in need of “special counsel to prosecute avoidable fraudulent transfers, ” among other things. See Kranjac Decl. ¶¶ 71-72 (citing LeFleur Application at 1). Soon after, on May 25, 2012, the Bankruptcy Trustee filed a motion seeking turnover of Erika Willingham's Swiss accounts, which based on her 2011 deposition testimony, the Bankruptcy Trustee contended were part of Ben Willingham's bankruptcy estate given that they were actually “owned and controlled by [him].” See Id. ¶ 74, Ex. 30: Trustee's Motion for Turnover of Property of the Estate (Doc. No. 158-30; First Turnover Motion) at 2. After conducting an evidentiary hearing, on February 15, 2013, the Bankruptcy Court issued its Findings of Fact and Conclusions of Law on the First Turnover Motion. See Kranjac Decl., Ex. 31: Findings of Fact and Conclusions of Law (Doc. No. 158-31; Findings on First Turnover Motion). In its Findings, the Bankruptcy Court determined that between December 13, 2007, and November 22, 2010, approximately 68 wire transfers were made from a Swiss bank account, titled solely in Erika Willingham's name, into a joint USAA checking account owned by the Couple. See Findings on First Turnover Motion at 2. Notably, the Bankruptcy Court observed that the Couple gave contradictory testimony with respect to these wire transfers with Ben Willingham testifying that Erika Willingham managed the accounts herself, would tell him what transfers to make, and has talked to the bank on the phone, and Erika Willingham denying all knowledge of the existence of the Swiss account or the wire transfers. See id. at 2-5.

         The Bankruptcy Court found that it was “unable to determine whether the proceeds of the Swiss Account” are property of Ben Willingham's bankruptcy estate. See id. at 6. However, the Bankruptcy Court did find good cause to order Erika Willingham to produce records relating to “the Swiss Account” as relevant and indispensable to the Trustee's claim. See id. at 6-7. Shortly thereafter, Creditors received account records from the Couple as well as directly from various Swiss banks. See Kranjac Decl. ¶¶ 82-83. The records revealed a large number of wire transfers of Ben Willingham's “salary, social security, and health insurance payments, ” into Erika Willingham's Swiss Account (the PostFinance Account) between 2002 and 2013. See id. ¶¶ 85-87, Ex. 32: 2002-2005 PostFinance Account Statements (Doc. No. 158-32) and Ex. 33: 2006-2016 PostFinance Account Statements (Doc. No. 158-33). The records also showed transfers into the PostFinance Account from other Swiss accounts. See id. ¶¶ 88-89, Exs. 32-33.

         On April 24, 2014, during the pendency of the Bankruptcy Action, the Couple sold the Fair Lane Drive Property. See id. ¶ 106, Ex. 41: General Warranty Deed (Doc. No. 158-41). The Couple received $334, 295.53 in proceeds from the sale. Id. ¶ 111, Ex. 47: Settlement Statement (Doc. No. 159-4). However, at no time did the Couple notify Creditors or the Bankruptcy Court that they had sold the Fair Lane Drive Property or that they had made a profit on the sale. See id. ¶ 115. Later that year, between June and July of 2014, Creditors deposed Ben Willingham for a third time, this time regarding the newly-produced records of the Swiss accounts. Id. ¶ 116, Exs. 1, 43: June 18 and July 18, 2014 Deposition of Ben Hill Willingham (Doc. Nos. 158-1, 158-43; 2014 BW Dep.)). During his deposition, Ben Willingham identified numerous deposits and transfers - via wire - of his social security payments and salary, as well as health insurance payments and tax refund payments of the Couple, into Erika Willingham's PostFinance account from 2002 onward. See 2014 BW Dep. at 165:20-22, 169:5-13 (discussing social security); 169:24-170:25, 172:12-19, 184:2-5, 251:15-18 (discussing salary); 203:21-204:13 (discussing health insurance); 211:5-212:1 (discussing income tax refunds). Ben Willingham acknowledged that some of the funds in the PostFinance Account were used to pay for the Couple's personal living expenses. See, e.g., id. at 208:7-209:5, 236:11-238:9, 242:8-11, 246:23-247:4, 291:2-7. He also identified transfers in the PostFinance Account related to three investment accounts that he maintained were owned by his wife: an account at SwissQuote, an account at Bank Sarasin, and an account at Bank Leu, later named Clariden Leu. See id. at 213:22-217:25, 230:9-19.[6] He testified that the funds in the investment accounts came from his wife's retirement money, cashed out life insurance policies on him and his wife, and his wife's inheritance from her parents. Id. at 217:17-25.

         According to Ben Willingham, his wife was generally aware that he was making these transfers, and in fact consented to him doing so. Id. at 248:1-249:1. Indeed, with respect to several transactions listed on the PostFinance bank records, Ben Willingham testified that he was unable to identify the transaction because it was initiated by his wife. See, e.g., id. at 225:23-226:24, 230:3-7, 233:20-234:17. As a result of this testimony, on August 28, 2014, the Bankruptcy Trustee filed a renewed motion for turnover of the assets contained in the Swiss accounts. See Kranjac Decl. ¶ 120, Ex. 48: Trustee's Renewed Motion for Turnover of Property of the Estate (Doc. No. 159-5). Shortly thereafter, on September 11, 2014, the Bankruptcy Court entered a consent judgment (Kranjac Decl., Ex. 49: Consent Judgment as to Dischargeability of Debt (Doc. No. 159-6)), ordering that Creditors' 2007 Consent Judgment would not be discharged under the Bankruptcy Action. See Kranjac Decl. ¶ 122.

         On October 31, 2014, Erika Willingham acquired a condominium in Jacksonville, Florida (the Ortega Boulevard Condo) for approximately $120, 000. See id. ¶ 123, Ex. 50: General Warranty Deed (Doc. No. 159-7) and Ex. 51: Settlement Statement (Doc. No. 159-8). Although the Ortega Boulevard Condo was purchased using funds from the Couple's jointly-owned USAA Accounts, title was placed in Erika Willingham's name alone. See id. ¶ 124 (citations omitted). Additionally, the Couple did not disclose the purchase to Creditors or the Bankruptcy Court. Id. ¶ 125. In mid-November of 2014, the Couple moved out of Fleet Landing and into the Ortega Boulevard Condo. See id. ¶ 126 (citation omitted). Subsequently, on December 19, 2014, the Couple received a partial refund of their entrance fee to Fleet Landing from NCCRF in the amount of $140, 436. See id. ¶ 127, Ex. 53: Check (Doc. No. 159-10; NCCRF Check). Notably, the check was made out to Ben Willingham, and not to Erika Willingham. See NCCRF Check. Again, the Couple failed to disclose this transaction to Creditors or the Bankruptcy Court. See Kranjac Decl. ¶ 130.

         Based on these events, on January 20, 2015, Creditors filed their initial complaint. See Complaint and Demand for Jury Trial (Doc. No. 1; Complaint). They subsequently amended their Complaint three times, and on November 18, 2016, Creditors filed the TAC, which is now the operative pleading in this action. See generally TAC. In the TAC, Creditors allege the following nine causes of action against Erika Willingham: a claim for violation of 18 U.S.C. § 1962(c), part of the federal Racketeer Influenced and Corrupt Organizations (RICO) Act (Count I); a claim under 18 U.S.C. § 1962(d) for conspiracy to violate the RICO Act (Count II); a claim for violation of Fla. Stat. § 895, et seq., Florida's RICO Act (Count III); a claim for fraud (Count IV); a claim for fraudulent concealment (Count V); a claim for negligent misrepresentation (Count VI); a claim for civil conspiracy (Count VII); a claim for violation of Fla. Stat. § 726.105(1)(a), the Florida Uniform Fraudulent Transfer Act (FUFTA) (Count VIII); and a claim for aiding and abetting a violation of FUFTA (Count IX). See generally id. Creditors contend that, as a result of the Couple's actions, they “have been unable to recover almost all of the [money] that was wrongfully taken by [Ben Willingham] and his related entities and/or collect on their [Consent Judgment].” Id. ¶ 165.

         After the commencement of this action, on January 27, 2015, the Bankruptcy Trustee filed his Notice of Intention to Compromise (Kranjac Decl., Ex. 54: Trustee's Notice of Intention to Compromise (Doc. No. 159-11; Notice)) regarding his Renewed Motion for Turnover, in which the Trustee agreed to settle the claim for turnover of the funds in the Swiss accounts for $53, 000. See Kranjac Decl. ¶¶ 131-32.[7] That same day, Erika Willingham created the Erika M. Willingham Trust, named herself as trustee, and executed a quitclaim deed transferring title to the Ortega Boulevard Condo to herself as trustee. See id. ¶ 137, Ex. 55: Erika M Willingham Trust (Doc. No. 159-12) and ¶ 138, Ex. 56: Quitclaim Deed (Doc. No. 159-13).[8] In the Quitclaim Deed, Erika Willingham reserved a life estate in the Ortega Boulevard Condo for herself and her husband. See Quitclaim Deed. The Couple failed to disclose this conveyance to Creditors or the Bankruptcy Court. See Kranjac Decl. ¶ 140.

         On March 2, 2015, the Bankruptcy Trustee filed a Motion for Order Approving Compromise (Kranjac Decl., Ex. 57: Motion for Order Approving Compromise (Doc. No. 159-14; Compromise Motion)) with respect to the funds in the Swiss accounts, and the Bankruptcy Court entered an order granting the Compromise Motion the following day. See Kranjac Decl. ¶¶ 141; 143, Ex. 58: Order Approving Compromise (Doc. No. 159-15; Compromise Order). On April 13, 2015, the Bankruptcy Trustee filed his final report in the Bankruptcy Action (Kranjac Decl., Ex. 59: Trustee's Final Report (Doc. No. 159-16; Final Report)), in which he stated that each individual plaintiff would receive $6, 657.30 as a creditor of Ben Willingham in full satisfaction of his interest in the Swiss accounts, for a combined total of $39, 943.81. See Kranjac Decl. ¶ 145. In the Final Report, the Bankruptcy Trustee again “made no mention of any claim for fraudulent transfer.” Id. ¶ 146 (citing Final Report).

         In May of 2015, the Couple formed Osborn of Jacksonville, Inc. (Osborn). Id. ¶ 149, Ex. 61: Osborn of Jacksonville, Inc. Articles of Organization and Company Agreement (Doc. No. 159-18).[9] On September 11, 2015, the Bankruptcy Court closed Ben Willingham's Bankruptcy Action. Id. ¶ 148. However, between the time of Osborn's formation and the close of the Bankruptcy Action, Ben Willingham deposited $176, 630 in Osborn's corporate bank account without disclosing the deposits to Creditors or the Bankruptcy Court. See id. ¶¶ 151, 152, 155 (citations omitted).

         On February 23, 2017, Creditors deposed Erika Willingham in connection with the present action. See generally id. ¶ 90, Ex. 17: February 23, 2017 Deposition of Erika Willingham (Doc. No. 158-17; 2017 EW Dep.). During her deposition, Erika Willingham admitted to “possibly” having some Swiss bank accounts, specifically, a postal account and an account with Bank Leu, but denied any awareness as to other accounts in her name. See 2017 EW Dep. at 55:2-56:11, 97:3-12, 102:23-104:7. She also testified that she “wasn't involved with the account[s]” in that she had previously given her husband authorization to use them. See 2017 EW Dep. at 55:2-56:11; 90:1-91:9. Specifically, Erika Willingham admitted to giving her husband signatory authority over her accounts after they got married so that he could manage the Couple's finances. See id. at 114:22-115:21. Indeed, with respect to general business and financial matters, Erika Willingham testified that she does not “want to know the details of these things” and that she had “trusted [her husband] for the last forty years.” Id. at 124:11-15.

         One day later, Creditors deposed Ben Willingham. See generally Kranjac Decl. Ex. 35: February 24, 2017 Deposition of Ben H. Willingham (Doc. No. 158-35; 2017 BW Dep.). During his deposition, Ben Willingham admitted to receiving signatory authority over Erika Willingham's Swiss accounts. See id. at 22:4-17; 25:6-15. He also admitted to using funds from an account created for Osborn to pay his wife's legal fees for this action, purportedly as repayment on a loan she had initially made to the company. See id. at 30:7-31:3. He could not, however, produce any documentation supporting his contention that these payments were actually loan repayments. See id. at 33:8-23. Later in the deposition, Ben Willingham explained that he viewed the money in their joint account as belonging to his wife and provided the following explanation:

The money in the Bank Leu account, back when there was money, was hers. It came from an insurance pension fund that was to our benefit. I had signed it over to her 20 years ago. And when it was closed, it was hers, and went into the Bank Leu. And then, later, the money came from her parents' estate. It went to her in Bank Leu. Everything that went down was hers.

See id. at 48:19-49:7. However, Ben Willingham did concede that his Social Security payments were generally deposited into one of the Swiss accounts and later transferred to the jointly-owned USAA Accounts. See id. at 51:16-52:22.

         II. Standard of Review

         Under Rule 56, Federal Rules of Civil Procedure (Rule(s)), “[t]he court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Rule 56(a). The record to be considered on a motion for summary judgment may include “depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials.” Rule 56(c)(1)(A).[10] An issue is genuine when the evidence is such that a reasonable jury could return a verdict in favor of the non-movant. See Mize v. Jefferson City Bd. of Educ., 93 F.3d 739, 742 (11th Cir. 1996) (quoting Hairston v. Gainesville Sun Publ'g Co., 9 F.3d 913, 919 (11th Cir. 1993)). “[A] mere scintilla of evidence in support of the non-moving party's position is insufficient to defeat a motion for summary judgment.” Kesinger ex rel. Estate of Kesinger v. Herrington, 381 F.3d 1243, 1247 (11th Cir. 2004) (citing Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986)).

         The party seeking summary judgment bears the initial burden of demonstrating to the court, by reference to the record, that there are no genuine issues of material fact to be determined at trial. See Clark v. Coats & Clark, Inc., 929 F.2d 604, 608 (11th Cir. 1991). “When a moving party has discharged its burden, the non-moving party must then go beyond the pleadings, and by its own affidavits, or by depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial.” Jeffery v. Sarasota White Sox, Inc., 64 F.3d 590, 593-94 (11th Cir. 1995) (citations and quotation marks omitted). Substantive law determines the materiality of facts, and “[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment.” Anderson, 477 U.S. at 248. In determining whether summary judgment is appropriate, a court “must view all evidence ...

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