United States District Court, W.D. Washington, Seattle
ORDER DENYING DEFENDANT ALTRIDER'S MOTION TO
DISMISS AND GRANTING DEFENDANT LEBRETON'S MOTION TO
RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE
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.
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
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.
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.
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.
November 16, 2016, Defendants each filed a separate Motion to
Dismiss under Rule 12(b)(6). Dkts. #6 and #7.
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.