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Home v. Altrider, LLC

United States District Court, W.D. Washington, Seattle

March 27, 2017

LOK HOME, an Ohio citizen, Plaintiff,
v.
ALTRIDER, LLC, a Washington Limited Liability Company; JEREMY LEBRETON, a Washington citizen; and DOES 1 through 10, inclusive, Defendants.

          ORDER DENYING DEFENDANT ALTRIDER'S MOTION TO DISMISS AND GRANTING DEFENDANT LEBRETON'S MOTION TO DISMISS

          RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE

         I. INTRODUCTION

         This matter comes before the Court on Motions to Dismiss filed by Defendants Altrider, LLC (“Altrider”) and Jeremy LeBreton, Dkts. #40 and #41. For the reasons below, the Court DENIES Altrider's Motion and GRANTS Defendant LeBreton's Motion. Plaintiff Lok Home's claims against LeBreton are dismissed without prejudice and with leave to amend.

         II. BACKGROUND[1]

         A. Factual Background

         Defendant Altrider manufactures and sells accessories and gear for “adventure touring motorcycles and waterproof adventure luggage.” Dkt. #1 at 3. Altrider registered as a Washington State Limited Liability Company in December of 2008. On or about September 26, 2009, Altrider's managing members, Defendant LeBreton and his then-wife Brianna Home entered into an agreement (“Operating Agreement”) to share ownership with Plaintiff, Brianna's father. This agreement divided ownership as follows: 40% for Defendant LeBreton, 40% for Brianna Home, and 20% for Plaintiff Lok Home.

         On November 16, 2015, Defendant LeBreton and Brianna Home dissolved their marriage and entered a Divorce Decree. The Divorce Decree provides that Brianna Home's 40% ownership will transfer to LeBreton once he removes Brianna Home from an unrelated Altrider Small Business Administration (“SBA”) loan. According to the Complaint, LeBreton has not complied with the Divorce Decree, and has not removed Brianna Home from the SBA loan. As of November 16, 2015, LeBreton has and controls all rights attendant to Brianna Home's 40% ownership in Altrider, including distribution, voting and management rights.

         Plaintiff Home alleges that he has made several personal loans to Defendant Altrider, over several years, totaling hundreds of thousands of dollars. The Complaint attaches an “Altrider, LLC Balance Sheet as of December 31, 2015, ” showing a “long term liability” of $407, 321.98 to Plaintiff Lok Home. Dkt. #1-1. On October 15, 2015, Plaintiff states that he sent an email to LeBreton demanding repayment of these loans by stating “AltRider has to pay back my loan plus interest.” Dkt. #1 at 7. Plaintiff states that he has “continued to demand repayment of his personal loans to Defendants in various emails after October 15, 2015, through the present.” Id. On January 6, 2016, Plaintiff sent an email to Defendants stating in part “I also need you to provide a loan and back interest repayment plan for the Personal loan I have with Altrider. A reasonable interest rate would be the same interest as the SBA loan carries.” Dkt. #1-2 at 3. On January 23, 2016, Defendants responded with an email acknowledging the existence of a debt of $407, 321 to Plaintiff and stating “[s]tarting Feb 1st, Altrider will begin to repay the 407k loan over 10 years at an interest rate of 2.5%. Payments will be issued the 1st of every month.” Id. at 2. This email was sent by Defendant LeBreton acting as the President of Altrider. Id. Defendants have since failed to repay Mr. Home.

         This action was filed on September 30, 2016. Dkt. #1. Mr. Home alleges causes of action for breach of loan agreements, breach of repayment agreement, unjust enrichment, breach of the implied covenant of good faith and fair dealing, and for “piercing veil of limited liability company; alter ego liability; liability of managing member.” Id. Mr. Home pleads diversity jurisdiction in this matter as he is resides in Chagrin Falls, Ohio, and Defendants reside in Washington State. Id. at 2-3.

         On November 16, 2016, Defendants each filed a separate Motion to Dismiss under Rule 12(b)(6). Dkts. #6 and #7.

         III. DISCUSSION

         A. Legal Standard

         In making a 12(b)(6) assessment, the court accepts all facts alleged in the complaint as true, and makes all inferences in the light most favorable to the non-moving party. Baker v. Riverside County Office of Educ., 584 F.3d 821, 824 (9th Cir. 2009) (internal citations omitted). However, the court is not required to accept as true a “legal conclusion couched as a factual allegation.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). The complaint “must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Id. at 678. This requirement is met 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. The complaint need not include detailed allegations, but it must have “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555. Absent facial plausibility, Plaintiff's claims must be dismissed. Id. at 570.

         B. Defendant ...


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