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Solomon v. American Web Loan, Inc.

United States District Court, E.D. Virginia, Newport News Division

March 20, 2019

ROYCE SOLOMON, et al., individually and on behalf of all others similarly situated, Plaintiffs,
v.
AMERICAN WEB LOAN, et al., Defendants.

          OPINION & ORDER II

          HENRY COKE MORGAN, JR. SENIOR UNITED STATES DISTRICT JUDGE

         In Opinion & Order I, this Court addressed motions concerning subject matter jurisdiction, arbitration, and venue. In this Opinion and Order II, the Court addresses the remaining bases of Defendants' Motions to Dismiss.[1]

         These matters come before the Court on Motions to Dismiss filed by American Web Loan, Inc. AWL, Inc., MacFarlane Group (collectively, "AWL Defendants" or "AWL"), joined by Defendants Mark Curry ("Curry"); Sol Partners ("Sol"); Medley Management, Inc., Medley Group, LLC, Medley LLC, Medley Capital Corp., and Medley Opportunity Fund II, LP (collectively, "Medley Defendants" or "Medley"); Brook and Seth Taube (collectively, "the Taubes"); Middlemarch Partners LLC ("Middlemarch"); and DHI Computing Service, Inc. d/b/a GOLDPoint ("GOLDPoints"), Docs. 62, 76, 77, 81, and 87, and Medley Defendants' Motion to Dismiss for Lack of Personal Jurisdiction, Improper Venue, and Failure to Join a Necessary Party, Docs. 62, 64. The Court held a hearing regarding each of these motions and for the reasons stated herein, and on the bench the Court RULES as set forth below.

         I. BACKGROUND

         Plaintiffs are four individuals who obtained loans from American Web Loan. Doc. 41 ("Am. Compl.") ¶¶ 10-13. The interest rates for each of Plaintiffs' loans are alleged to be more than two times the rate allowed under the laws of each of Plaintiffs' respective states. Id. ¶¶ 145, 158, 168, 184 (describing interest rate for each loan). Accordingly, Plaintiffs allege that Defendant Curry, with the assistance of Defendants AWL, Medley, the Taubes, Middlemarch, GOLDPoint, Sol, and John Doe Defendants (1-100), has used the sovereignty of the Otoe-Missouria Indian Tribe (the "Tribe") to personally profit from allegedly usurious interest rates on short-term loans issued to individuals throughout the United States. Am. Compl. ¶¶ 1, 6.

         Altogether, Plaintiffs' complaint alleges nine (9) different causes of action against the various defendants. In Count One, Plaintiffs allege that AWL, Curry, Sol, Medley, and the Taubes engaged in the collection of unlawful debt in violation of the Racketeer Influenced and Corrupt Organizations Act ("RICO"). Id. ¶¶ 209-22. In Count Two, Plaintiffs allege that the AWL, Curry, Sol, Medley Defendants, the Taubes, GOLDPoint, and Middlemarch engaged in a RICO conspiracy. Id. ¶¶ 223-27. In Count Three, Plaintiffs allege that the AWL Defendants, Curry, Sol, Medley, the Taubes, and GOLDPoint violated the Electronic Funds Transfer Act ("EFTA"). Id. ¶¶ 228-43. In Counts Four through Eight, Plaintiffs allege that Defendant AWL, Inc. committed several violations of the Truth in Lending Act ("TIL A"). Id. ¶¶ 244-73. In Count Nine, Plaintiffs allege that all defendants have been unjustly enriched by their continued possession of funds illegally taken from Plaintiffs and members of the class. Id. ¶¶ 274-276. Plaintiffs define the class of individuals as:

All persons who took out loans from American Web Loan. Included in the Class are any persons who took out loans through the American Web Loan d/b/a entity known as Clear Creek Lending. The Class period begins on February 10, 2010 and continues through the present.

Am. Compl.¶ 198.

         II. PROCEDURAL HISTORY

         Plaintiffs initially filed their complaint on December 15, 2017. Doc. 1. Plaintiffs filed an Amended Complaint on March 9, 2018. Am. Compl. On April 9, 2018, the following motions were filed:

(1) Medley Defendants and the Taubes' Motion to Dismiss for Failure to State a Claim and Failure to Join a necessary party, Doc. 62;
(2) Medley Defendants and the Taubes' Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue, Doc. 64;
(3) AWL Defendants' Motion to Transfer, Doc. 70;
(4) AWL Defendants' Motion to Dismiss for Lack of Subject Matter Jurisdiction, Doc. 72;
(5) AWL Defendants' Motion to Compel Arbitration, Doc. 74;
(6) AWL Defendants' Motion to Dismiss for Failure to State a Claim, Doc. 76;
(7) Middlemarch's Motion to Dismiss for Failure to State a Claim, Doc. 77;
(8) GOLDPoint's Motion to Dismiss for Failure to State a Claim, Doc. 81;
(9) Defendants Curry and Sol's Motion to Transfer Case, Doc. 83;
(10) Defendants Curry and Sol's Motion to Compel Arbitration, Doc. 84;
(11) Defendant Curry's Motion to Dismiss for Lack of Subject Matter Jurisdiction, Doc. 85;
(12) Defendant Sol's Motion to Dismiss for Lack of Subject Matter Jurisdiction, Doc. 86; and
(13) Defendants Curry and Sol's Motion to Dismiss for Failure to State a Claim, Doc. 87.

         On June 8, 2018, Plaintiffs opposed each of the defendants' motions.[2] Docs. 109-115. On July 9, 2018, each defendant replied. Docs. 133-145.

         On August 2, 2018, the Court held a status conference regarding this matter and then consolidated this case with the matter Hengle v. Curry, which had recently been transferred from the Richmond Division. Doc. 160. The Court ORDERED the parties to complete jurisdictional discovery on the matters of sovereign immunity and venue and propose a scheduling order for supplemental briefings. Id. On September 7, 2018, the Parties' submitted a Proposed Schedule, which the Court approved by separate Order. See Docs. 187, 201. On November 6, 2018, Plaintiffs filed a supplemental brief opposing AWL Defendants' and Defendants Curry and Sol's Motions to Transfer. Docs. 221, 222. On November 13, 2018, AWL Defendants and Defendants Curry and Sol filed a supplemental brief in support of their Motion to Transfer. Docs. 231, 232, 235. On November 20, 2018, AWL Defendants and Defendants Curry and Sol each filed supplemental briefs in support of their Motions to Dismiss for Lack of Subject Matter Jurisdiction and Plaintiffs filed a supplemental opposition to Defendants' Motions. Docs. 245, 246, 256, 257, 264, 265, 272, 273. On November 29, 2018, Plaintiffs filed a corrected supplemental opposition without objection.[3] Doc. 298-1. On December 11, 2018, AWL Defendants, Defendants Curry and Sol, and Plaintiffs each replied to their respective supplemental briefs regarding subject matter jurisdiction. Docs. 309, 310, 314, 315, 316, 317, 318, 319. These matters are now ripe for review.

         III. LEGAL STANDARD

         Under Federal Rule of Civil Procedure 12(b)(6), a motion to dismiss tests the sufficiency of a complaint; it does not resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses. Republican Party of N.C. v. Martin. 980 F.2d 943, 952 (4th Cir. 1992). "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. 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twomblv. 550 U.S. 544, 570 (2007)); see also Venkatraman v. REI Svs.. Inc.. 417 F.3d 418, 420 (4th Cir. 2005) ("In considering a motion to dismiss, we accept as true all well-pleaded allegations and view the complaint [or counterclaim] in the light most favorable to the plaintiff [or counterclaim plaintiff].") (citing Mylan Labs.. Inc. v. Matkari. 7 F.3d 1130, 1134 (4th Cir. 1993)). A complaint establishes facial plausibility "once the factual content of a complaint allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Nemet Chevrolet. Ltd. v. Consumeraffairs.com. Inc.. 591 F.3d 250, 256 (4th Cir. 2009) (quoting Iqbal. 556 U.S. at 678). Therefore, the complaint need not include "detailed factual allegations" as long as it pleads "sufficient facts to allow a court, drawing on judicial experience and common sense, to infer more than the mere possibility of misconduct." Id. Although a court must accept as true all well-pleaded factual allegations, the same is not true for legal conclusions. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal. 556 U.S. at 678.

         In deciding the motion, a court may consider the facts alleged on the face of the complaint as well as "'matters of public record, orders, items appearing in the record of the case, and exhibits attached to the complaint.'" Moore v. Flasstar Bank. 6 F.Supp.2d 496, 500 (E.D. Va. 1997) (quoting 5A Charles A. Wright & Arthur R. Miller, Federal Practice & Procedure § 1357 (1990)). The court may look to documents attached to the complaint and those incorporated by reference without converting a Rule 12(b)(6) motion into a Rule 56 motion for summary judgment. See Pueschel v. United States. 369 F.3d 345, 353 n.3 (4th Cir. 2004) (citations omitted); see also Goines v. Valley Cmty. Servs. Bd.. 822 F.3d 159, 166 (4th Cir. 2016) (observing that the court may consider a document attached to a motion to dismiss "that was not attached to or expressly incorporated in a complaint, so long as the document was integral to the complaint and there is no dispute about the document's authenticity.").

         IV. MOTIONS TO DISMISS BASED ON RICO VIOLATIONS

         A. Factual Allegations [4]

         i. Rent-A-Tribe Conspiracy

         Plaintiffs allege that a conspiracy began in or around 2009 when Curry began working with the Tribe to perpetuate a "rent-a-tribe" scheme. Am. Compl. ¶ 81. Plaintiffs claim that the "rent-a-tribe" scheme arose as federal regulators began cracking down on "rent-a-bank" schemes, in which payday lenders would associate with federal banks to charge higher interest rates on loans issued to out of state borrowers. Id. ¶¶ 78-80. While the bank would be listed as the "lender" the payday lender would control all substantive lending functions.[5] Id. ¶ 79.

         ii. MacFarlane Group, American Web Loan, Inc., AWL, Inc. and Sol Partners

         As alleged in the complaint, MacFarlane Group is an entity that was wholly owned by Mark Curry until it was "acquired" by a tribal entity named Red Rock. Id. ¶ 18, 20. Sol Partners is a Puerto Rican company owned by Curry that provided "the necessary funding for the operation [of AWL] with their own capital and capital raised from other investors that were unaffiliated with the Tribe." Id. ¶ 21. Curry used a slide show (the "Geneva Roth Presentation") to illustrate the rent-a-tribe structure to potential Native American tribes and investors. Id. ¶ 85. At the top of a slide titled "Proposed Corporate Structure" is a heading that says "Mark Curry, CEO 100% Ownership or Control" beneath which is a structure listing several Curry owned entities as providing funding for the American Web Loan Tribal entity, who sells loans back to the Curry entities after 14 days. Id. ¶¶ 86-87. An exact date for the Geneva Roth Presentation is not given; however, Plaintiffs cite to an article by Bloomberg News (the "Bloomberg Report") which indicates that the slide show was shown to the Tribe in 2009. Id. ¶ 88-89.

         iii. Medley's Funding of MacFarlane Group and Other Entities

         The Medley Defendants are comprised of five (5) separate corporate entities: (1) Medley Opportunity Fund II, LP (the "Medley Fund" or the "Fund"), a Delaware limited partnership, Id. ¶ 25; (2) Medley LLC, a Delaware corporation, id ¶ 26; (3) Medley Capital Corp. ("MCC"), a Delaware corporation, id, ¶ 27; (4) Medley Management, Inc. ("MMI"), a Delaware corporation, Id. ¶28; and (5) Medley Group, LLC ("Medley Group"), a Delaware limited liability company, Id. ¶2.

         Plaintiffs allege that Defendant Brook Taube, a resident of New York, and Defendant Seth Taube, a resident of California, co-founded Medley and exercise ownership and control over the Medley Defendants as "officer[s], director[s], and/or other controlling part[ies]." Id. ¶¶ 35-37.[6]Plaintiffs further claim that the Medley Defendants "share significantly overlapping management personnel . . . hold themselves out as part of a common corporate family or as otherwise functionally and operationally indistinguishable from one another." Id. ¶ 30.

         In 2011, the Medley Fund provided an initial $22.9 million loan to MacFarlane Group and has continued to provide backing for Curry's entities. Id. ¶ 96. According to state filings, Medley Defendants have a secured interest in most of the Curry entities (the "Geneva Roth Entities") listed in the Geneva Roth Presentation.[7] Id. ¶¶ 43-49, 86. Each of the Geneva Roth Entities also shared the same principle place of business as MacFarlane Group before it was purchased and merged into AWL, Inc. in 2016. Id. ¶¶ 43-49.

         iv. Alleged Control Exercised by Medley

         Plaintiffs allege that Medley Defendants identified its $22.9 million investment in MacFarlane Group as an investment in an "Online Consumer Finance Platform" in a presentation to Medley Fund investors. Id. ¶¶ 98-99. Plaintiffs claim that the presentation shows that Medley's investment process begins with "extensive evaluation, monitoring, and oversight" and "gaining a full understanding of the investment through the underwriting process, which includes review of business plans, financial, industry, legal, credit and regulatory analysis." Id. ¶ 100. They also allege that Medley engages in "extensive ongoing monitoring" for risk management purposes. Id. ¶ 101. This risk management includes "weekly calls with its borrowers, review of financial statements and cash reconciliation on a monthly bases and quarterly on-site visits." Id. Plaintiffs provide a copy of a slide from the personation illustrating Medley Fund's account management process. Id. ¶ 103. The slide indicates that Medley's account monitoring process employs a "hands-on" approach which includes "frequent interaction with management, attending board of directors' meetings, consulting with industry experts, working with third-party consultants and developing portfolio company strategy with equity investors." Id.

         v. Medley 's Alleged Knowledge of the Illegal Nature of the Scheme

         During the process of obtaining funding from investors, Plaintiffs allege that one investor walked away from a deal with MacFarlane Group because of "concerns about the nature of the loans being made by MacFarlane Group through American Web Loan," after which time "Medley Defendants stepped in to provide the necessary financing to MacFarlane Group and/or [AWL]." Id. ¶109. In 2013, a Medley Fund investor sent an e-mail requesting an explanation as to why it appeared Medley was "giving a reasonable loan to [AWL] which is charging an unreasonable rate [to the customer]," to which Seth Taube responded. Id. ¶ 110.

         vi. Involvement of GOLDPoint Systems

         In 2014, GOLDPoint entered into a contract to provide website services to AWL. Id. ¶ 111-12. The contract states that website content "shall be subject to approval by [GOLDPoint] and "allows potential customers to apply for loans and submit information in connection with the loan application process . . . [and] an account portal for customers to review their loan balances, make payments, and perform other loan-related functions." Id. In addition to setting up the website, GOLDPoint's systems generate reports and loan-related data for MacFarlane Group. Id. ¶ 112. According to the contract, the pricing schedule for GOLDPoint's services depends on the "volume of loans originated and the number of active loan accounts, including per application and per-closed loan fees, monthly fees based on the numbers of accounts." Id. After the 2016 merger of MacFarlane Group into Red Stone, the contract was reassigned to AWL, Inc. Id. ¶ 113. Plaintiffs allege that GOLDPoint is guilty of "providing the technology, systems, and services necessary to enable the [AWL] online payday lending scheme to collect unlawful debts through, among other things, the online interfaces and payment systems used by consumers." Id. ¶ 114.

         vii. Middlemarch Partners Involvement

         Middlemarch is a merchant banking firm. Id. ¶ 23. In 2013, Middlemarch helped MacFarlane Group prepare a slide show MacFarlane Group showed to potential investors (the "Middlemarch Presentation"). Id. ¶ 93. The Middlemarch Presentation was provided to various hedge funds, private equity firms, and other potential investors to raise funding for the lending scheme. Id. ¶¶ 92-95. The slide show showed that loans between $500 and $1400 had to repaid within zero to six (0-6) months at an interest rate of 500-700%, and loans greater than $1400 had to be repaid within six to eighteen (6-18) months at an interest rate of 200-600%. Id. ¶ 94. Middlemarch is alleged to have assisted Curry in preparing another solicitation in 2017, which sought investments of up to $90 million to "refinance and expand [the American Web Loan payday lending scheme's] $45 million debt facility" to "double or triple its loan portfolio size over the next three to four years." Id. ¶ 108.

         B. Count One: Collection of Unlawful Debt Under RICO

         The Racketeer Influenced and Corrupt Organizations Act ("RICO") makes it unlawful for any person "employed by or associated with any enterprise engaged in . . . interstate or foreign commerce to conduct or participate ... in the conduct of such enterprise's affairs through a pattern of... collection of unlawful debt." 18 U.S.C. § 1962(c). RICO also makes it unlawful to conspire with a person "employed by or associated with an enterprise" to participate in the enterprise's affairs through the collection of unlawful debt. 18 U.S.C. § 1962(d). To establish a claim under RICO, a plaintiff must allege:

[T]here was a RICO enterprise, (2) its activities affected interstate commerce, (3) the individual defendants were employed by or associated with the enterprise, (4) the [defendants] used, in the operation of the enterprise, income derived from the collection of unlawful debt, ... (5) the individual defendants participated in the conduct of the affairs of the enterprise through collection of unlawful debt... within the meaning of RICO, ... (6) the debt was unenforceable in whole or in part because of state or federal laws relating to usury, (7) the debt was incurred in connection with the business of lending money at a usurious rate, and (8) the usurious rate was at least twice the enforceable rate.

Dillon v. BMP Harris Bank. N. A.. 16 F.Supp.3d 605, 618 (M.D. N.C. 2014) (alteration in original) (quoting Durante Bros. & Sons. Inc. v. Flushing Nat'l Bank. 755 F.2d 239, 248 (2d Cir. 1985)). Before the Court addresses whether any defendants have conspired with an individual to participate in a RICO enterprise, there must first be an underlying violation of RICO. In Count One Plaintiffs allege that AWL, Curry, Sol, [8] Medley and the Taubes directly engaged in the collection of unlawful debt in violation of the RICO. Id. ¶¶ 209-22.

         Medley Defendants and AWL make the following arguments in support of their Motions to Dismiss Count One of the Amended Complaint: 1) Medley Defendants and AWL argue that Plaintiffs have failed to allege a separate RICO enterprise; 2) AWL Defendants argue that Plaintiffs have failed to allege that there was an unlawful debt; and 3) Medley Defendants argue that Plaintiffs have failed to show that Medley associated with the RICO enterprise, participated in the conduct or affairs of the enterprise, or were the proximate cause of Plaintiffs' alleged injuries.

         i. The RICO Enterprise

         "[T]o establish liability under § 1962(c) one must allege and prove the existence of two distinct entities: (1) a 'person'; and (2) an 'enterprise' that is not simply the same 'person' referred to by a different name." Cedric Kushner Promotions. Ltd. v. King, 533 U.S. 158, 161 (2001). Thus, "liability depends on showing that the defendants conducted or participated in the conduct of the 'enterprise's affairs.' not just their own affairs." Myers v. Lee. 2010 WL 3745632, at *3 (E.D. Va. Sept. 21, 2010) (citing Reves v. Ernst & Young. 507 U.S. 170, 185 (1993)) (emphasis in original). Under RICO a "person" is defined as "any individual or entity capable of holding a legal or beneficial interest in property." 18 U.S.C. § 1961. And, an "enterprise" is defined as an "individual, partnership, corporation, association, or other legal entity, and any union or group of individuals associated in fact although not a legal entity." 18 U.S.C. § 1961(4). An association-in-fact enterprise "is simply a continuing unit that functions with a common purpose." Boyle v. United States. 556 U.S. 938, 948 (2009); see also Chambers v. King Buick GMC. LLC. 43 F.Supp.3d 575, 589 (D. Md. 2014) (citing United States v. Turkette. 452 U.S. 576, 583 (1981)). The term "association in fact" is broad and has a wide reach, encompassing "any ... group of individuals associated in fact." Id. at 944 (internal quotations and citations omitted) (emphasis in original). "[A] defendant can ... be a person under the statute and also be part of the enterprise. The prohibition against the unity of person and enterprise applies only when the singular person or entity is defined as both the person and the only entity comprising the enterprise." United States v. Goldin Indus.. Inc.. 219 F.3d 1271, 1275 (11th Cir. 2000) (emphasis in original); see also Cednc Kushner Promotions. Ltd.. 533 U.S. at 164 (noting that it is difficult to speak of a corporation as "employed by" or "associated with" an enterprise where "a corporation [is] the 'person' and the corporation, together with all its employees and agents, were the 'enterprise.').

         Plaintiffs argue that the Amended Complaint alleges "an association-in-fact enterprise comprised of the RICO Defendants [those individuals named in Counts One and Two], other Defendants in this action, and a number of non-Defendant individuals and entities." Doc. 110 at 32. Further, Plaintiffs contend that each entity is a separate person who "participate[s] in the affairs of the associated-in-fact enterprise, which itself is not a legal entity." Id. at 32-33 (citing Bovle v. United States. 556 U.S. 938, 953 (2009)) (internal quotations omitted).

         However, AWL and Medley Defendants claim that Plaintiff has failed to allege facts sufficient to support "showing an enterprise as a continuous unit that operates or functions in a way distinct from the defendants themselves." Doc. 63 at 16 (citing Myers. 2010 WL 3745632 (E.D. Va. Sept. 21, 2010). In Myers, the plaintiff alleged that "[the organizations'] component entities share officers and directors and are otherwise interrelated," Myers. 2010 WL 3745632, at *3, and that the organization operated in a "top-down command and control... accomplished by defendants' acting through a series of interconnecting agency relationships, including . . . nonparty participants." Id. Under those circumstances, the Court found that plaintiff failed to allege a distinct RICO enterprise because "[t]here [was] a complete overlap between the defendants, their alleged agents, and the enterprise" and there were no factual allegations in the complaint "that the affairs of the enterprise [were] any different from the affairs of the defendants." Id. at *4.

         Plaintiffs aver that their case is distinguishable from Myers, as "there is not complete overlap between the [defendants named in Counts One and Two] and the alleged enterprise." Doc. 110 at 35. Plaintiffs point to the non-defendant entities and individuals and argues that the actions of each defendant show they were not simply engaged in "their own affairs" but were separately engaged specifically to associate with the RICO enterprise. Doc. 110 at 35. In support, Plaintiffs cite Chambers v. King Buick GMS. LLC. 43 F.Supp.3d 575, 590 (D. Md. 2014). The court in Chambers found that its case was distinguishable from Myers because each defendant in its case was a separate incorporated entity, had its own business location and employees, and engaged in contractual or joint management activities. Id. at 590.

         This Court FINDS that the enterprise alleged in this case is more analogous to the enterprise alleged in Chambers and is distinguishable from the enterprise alleged in Myers. Here, Plaintiffs have alleged that each of the defendants, as distinct entities, associated with each other and nonparties for the common purpose of exploiting the sovereignty of the Tribe to engage in the practice of issuing usurious loans. Plaintiffs cite several facts from their Amended Complaint that support this association:

American Web Loan Inc. and/or AWL, Inc. serves as the nominal lender of the illegal loans taken out by Plaintiffs and Class members and was created for the purpose of facilitating the illegal lending scheme and shielding it from state and federal law. Am. Compl. ¶¶ 16, 82, 85-86, 90, 93.
Curry is the mastermind of the illegal lending scheme and continues to be in de facto control of the scheme's lending operations. Id. ¶¶ 17, 82, 84-86.
The Medley Defendants provided, and continue to provide, financial backing to grow the illegal lending scheme. Id. ¶¶ 25, 30, 96. The Medley Defendants also control and direct the scheme through weekly calls with MacFarlane, American Web Loan, Inc., and/or AWL, Inc., quarterly on-site visits, frequent interaction with management, and board meeting attendance. Id. ΒΆΒΆ 97, 100-103. Moreover, as discussed in detail in connection with the Medley Defendants' participation in the affairs of the alleged enterprise ... the Medley Defendants' own exhibits attached to their motion papers make clear that the Medley Defendants (1) made their financing contingent on the existence, validity, and enforceability of critical agreements underlying the illegal lending scheme; (2) had authority over changes to any of those agreements; (3) restricted ...

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