Maksoud v. Hopkins
3:17-cv-00362
S.D. Cal.Feb 1, 2019Background
- Plaintiff Charbel Maksoud invested $250,000 in BT Software & Research, Inc. (BT) in May 2014 after alleged representations by Hopkins, Tirrell Payton, and Philippe Guelton about contracts, investors, and product progress. Maksoud recruited a developer for BT after investing.
- Hopkins handled solicitation and communications with Maksoud; Payton was BT co-founder, CEO, and director. Maksoud claims the investment was misused and that the representations were false.
- BT ceased operations after Hopkins withdrew funds and became unavailable; Maksoud sued numerous defendants alleging fraud, unjust enrichment, breach of fiduciary duty, interference with prospective economic relations, declaratory relief as to IP, and related claims.
- By November 2018, only Guelton, Payton, and Susan Guillory (Payton’s then-wife) remained; the court previously granted summary judgment for Guelton on four claims and then sua sponte moved for summary judgment for Payton and Guillory on overlapping claims.
- Maksoud did not oppose the court’s sua sponte motion; the court concluded (1) Guillory had no involvement in BT or contact with Maksoud, and (2) Payton and Guillory did not receive Maksoud’s funds nor have evidence linking them to interference or ownership disputes over BT assets.
- The court granted summary judgment for Guillory on all claims and for Payton on: (a) common count (money had and received), (b) intentional interference with prospective economic relations, (c) negligent interference with prospective economic relations, and (d) declaratory judgment. Remaining claims proceed against Guelton and Payton.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Common count (money had and received) | Maksoud contends defendants are indebted because his $250,000 was misused | Payton/Guillory did not receive Maksoud’s funds; BT was the payee per the stock purchase agreement | Judgment for Payton and Guillory — they did not receive the money |
| Intentional interference with prospective economic relations | Maksoud lost business opportunities because he invested in BT and defendants interfered | No evidence Payton/Guillory knew of Maksoud’s prospective relations or intended to disrupt them | Judgment for Payton and Guillory — insufficient evidence of knowledge or particularized relationships |
| Negligent interference with prospective economic relations | Maksoud alleges negligent acts caused loss of expected economic benefit | No proof Payton/Guillory knew of the relationships or were negligent in a manner causing interference | Judgment for Payton and Guillory — plaintiff failed to show requisite knowledge, negligence, or disruption |
| Declaratory judgment re: ownership of Kaliki/OnSay IP | Maksoud seeks a judicial declaration that he exclusively owns BT assets and IP | No actual controversy with Payton/Guillory; no evidence they claim rights to the IP or received BT assets | Judgment for Payton and Guillory — no justiciable controversy as to their rights |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden-shifting standard)
- Anderson v. Liberty Lobby, 477 U.S. 242 (existence of genuine issue of material fact standard)
- T.W. Elec. Serv., Inc. v. Pacific Elec. Contractors Ass’n, 809 F.2d 626 (nonmoving party must show specific facts to avoid summary judgment)
- Sybersound Records, Inc. v. UAV Corp., 517 F.3d 1137 (elements for intentional interference with prospective economic relations)
- Meyer v. Sprint Spectrum L.P., 45 Cal. 4th 634 (purpose and scope of declaratory relief under California law)