United States District Court, D. Colorado
ISAAC MORADI, individually and as trustee for the Moradi Family Trust, FOROUGH MORADI, as trustee for the Saeed and Forough Moradi Family Trust, MIKE MORADI, YEHOUDA MORADI, KATINA MORADI, ALBERT MORADI, CAROLINE MORADI, I & J PARTNERSHIP, LP, and 610 SOUTH MAIN, LLC Plaintiffs/Counterclaim Defendants,
ESTATE OF EVERETT LEROY PFEIFF, and LINDA PFEIFF, individually, Defendants, and OLDE WORLD DEVELOPMENT, LLC, and LINDA PFEIFF, as personal representative of the estate of Everett Leroy Pfeiff, Defendants/Counterclaim Plaintiffs.
KRISTEN L. MIX, Magistrate Judge.
This matter is before the Court on Plaintiffs' Motion to Amend Complaint [#52] (the "Motion"). On December 12, 2013, Defendants filed a Response [#57]. On December 30, 2013, Plaintiffs filed a Reply [#59]. Pursuant to 28 U.S.C. § 636 (b)(1) and D.C.COLO.LCivR 72.1C, the Motion has been referred to this Court for disposition [#53]. The Court has reviewed the Motion, the Response, the Reply, the entire docket, and the applicable law, and is sufficiently advised in the premises. For the reasons set forth below, the Court GRANTS the Motion [#52].
This dispute centers on the alleged actions of Defendants while they acted as agents for Plaintiffs. Compl. [#1] at 2. Plaintiffs allege that Defendants stole millions of dollars from them while managing a real estate development owned by Plaintiffs. Id. Plaintiffs allege that Defendants "stole oil and gas royalties, sale proceeds, and other sums from Plaintiffs over a period of years." Id. Plaintiffs further allege that they learned of the theft upon the death of Everett Pfeiff on January 22, 2013. Id. As a result, on June 4, 2013, Plaintiffs initiated this lawsuit by filing the Complaint [#1] which asserts seventeen causes of action: breach of a promissory note, breach of fiduciary duty, fraud, concealment or nondisclosure, negligent misrepresentation, tortious interference with a contract, tortious interference with prospective business relations, unjust enrichment/restitution, civil theft, accounting, civil conspiracy, breach of contract, breach of implied covenant of good faith and fair dealing, conversion, alter ego/veil piercing, promissory estoppel, and rescission.
In their Motion, Plaintiffs seeks leave to file their First Amended Complaint and Jury Demand [#52-1] (the "Amended Complaint") pursuant to Fed.R.Civ.P. 15(a)(2). Plaintiffs state that the Amended Complaint makes the following changes:
a. removes Yehouda Moradi (now deceased) as a Plaintiff, replaced by Isaac Moradi as Trustee of the Yehouda Moradi Family Trust;
b. removes Everett Joseph Pfeiff and Jonathan Pfeiff as Defendants;
c. adds Linda Pfeiff as Personal Representative of the Estate of Everett Leroy Pfeiff as a Defendant;
d. eliminates Plaintiffs' previously asserted claims for tortious interference with contract, tortious interference with prospective business relations, and alter ego/veil piercing;
e. adds additional facts to the factual background section and to Plaintiffs' now third (fraud), fourth (concealment or nondisclosure), seventh (civil theft), eighth (for an accounting), ninth (civil conspiracy), twelfth (conversion), sixteenth (for declaratory judgment), eighteenth (for rescission), and nineteenth (for preliminary and permanent injunction) claims;
f. adds a fraudulent transfer claim (the thirteenth), a claim for constructive and/or resulting trust (the fourteenth), a quiet title claim (the fifteenth), and an equitable lien claim (the nineteenth); and
g. contains an amended prayer for relief to reflect the additional allegations and claims.
Motion [#52] at 2-3. Plaintiffs also attached a blacklined version showing the proposed changes to the Complaint [#52-2].
In their Response, Defendants argue that the Motion should be denied on the grounds of futility because certain new claims are subject to dismissal. Response [#57] at 6-10. Specifically, Defendants argue that Plaintiffs' claim for imposition of a constructive trust and their claim for an equitable lien are remedies and cannot be asserted as claims. Id. at 6-7. In addition, Defendants argue that Plaintiffs' ...