ATTIAS v. 532 BROOKLYN, LLC
2:19-cv-00866
E.D. Pa.May 12, 2023Background
- Parties: Foster (Rachel Foster, DEMK, 532 Brooklyn, WPHL) v. Attias (Moshe Attias, Unity Loft, Marion Court) and related entities; multiple real-estate joint ventures and transfers between 2016–2018.
- Core transactions: purchases/renovations of Unity Street, Small Properties, Lippincott Lofts, Locust Avenue lots, and the two-building 13th Street project (Agreement of Sale, July 2016, $3.8M plus promissory note).
- January 2018 “Moshe/Alain” (Unwinding) agreement allocated $1.2M distributions and specified transfers/repayments among the parties; separate WPHL agreement addressed sale of three WPHL properties.
- Procedural posture: cross-motions for summary judgment after discovery; court criticized parties for unsupported facts and inadmissible evidence; ruled in part on many claims and narrowed issues for trial.
- Key rulings summarized: court granted summary judgment for Foster on Attias’s breach-of-contract claim related to the 13th Street Property (Kodsi not individually liable; parol/integration-plus bar to extrinsic evidence), on fraudulent-transfer and unjust-enrichment claims against 532 Brooklyn/Kodsi, and granted summary judgment for Attias on Foster’s RICO claims for lack of evidentiary support. Remaining claims (selected breaches under the Moshe/Alain Agreement, certain WPHL claims, promissory-note claim, and related WPHL counterclaims) survived for trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract re: 13th St. (Attias claim) | Attias: oral pre-contract agreement allocated buildings and funding obligations; Foster failed to honor those oral terms. | Foster: written Agreement of Sale is integrated; parol rule bars oral terms; Kodsi not party to the written contract so cannot be sued individually. | Summary judgment for Foster: Kodsi not liable; parol/integration-plus clause bars extrinsic evidence and defeats reliance for fraud-based addition. |
| Fraudulent-transfer (PUVTA) re sale to 5824 N.13th | Attias: sale and $8M mortgage were fraudulent transfers causing damage. | Foster: monetary recovery under PUVTA is available only against the transferee (or person for whose benefit transfer made); transferee (Shultz) is not a party. | Summary judgment for Foster as to 532 Brooklyn: PUVTA monetary remedies unavailable against 532 Brooklyn here. |
| Unjust enrichment against Kodsi/532 Brooklyn | Attias: Kodsi/532 Brooklyn retained benefits from sales/mortgage proceeds and failed to repay. | Foster: relationship governed by contract where applicable; Attias offers no admissible evidence of enrichment to support quasi‑contract recovery. | Summary judgment for Foster: unjust enrichment claims dismissed for lack of evidence and because contracts govern. |
| RICO (Foster’s §1962(c)/(d) claims) | Foster: multiple wire-transfer misrepresentations and a scheme across entities constituted a pattern of racketeering. | Attias: no admissible evidence of a pattern of related predicate acts or continuity; single or isolated acts insufficient. | Summary judgment for Attias: RICO claims dismissed for failure to produce evidence of a pattern or agreement to commit racketeering. |
| Specific performance / breach re WPHL properties | Attias: WPHL agreed to sell properties to Attias; specific performance appropriate because real property is unique. | Foster: adequate remedy at law or contract defects; timing/consideration for extensions not met. | Mixed: Foster’s motion for summary judgment on specific performance denied (buyer can seek specific performance), but Attias’s motion for summary judgment also denied for factual disputes (e.g., extension payments, performance). |
Key Cases Cited
- Yocca v. Pittsburgh Steelers Sports, Inc., 854 A.2d 425 (Pa. 2004) (parol evidence rule and integration analysis).
- SodexoMAGIC, LLC v. Drexel Univ., 24 F.4th 183 (3d Cir. 2022) (integration-plus/no-reliance clauses can defeat justifiable reliance for fraud claims).
- H.J., Inc. v. Northwestern Bell Tel. Co., 492 U.S. 229 (1989) (continuity and relatedness requirements for RICO pattern).
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary judgment standard).
- Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479 (1985) (elements of civil RICO liability).
- Camiolo v. State Farm Fire & Cas. Co., 334 F.3d 345 (3d Cir. 2003) (elements of §1962(c) RICO claim).
- Toy v. Metropolitan Life Ins. Co., 928 A.2d 186 (Pa. 2007) (no‑reliance clauses and fraud/reliance analysis).
- Trachtenburg v. Sibarco Stations, Inc., 384 A.2d 1209 (Pa. 1978) (specific performance context for sellers; remedies differ for buyers).
- Quinn v. Bupp, 955 A.2d 1014 (Pa. Super. Ct. 2008) (lost profits and remedies for buyer in real-estate breach).
- Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406 (3d Cir. 1991) (short-term schemes do not establish RICO pattern).