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Eskenazi v. Slover

United States District Court, D. New Hampshire

December 12, 2018

Jack Eskenazi d/b/a American HealthCare Capital
v.
Christopher Slover, et al.

          Jonathan Mark Levitan, Esq.

          James F. Laboe, Esq.

          Jeffrey C. Spear, Esq.

          Peter N. Tamposi, Esq.

          David Edward LeFevre, Esq.

          MEMORANDUM ORDER

          Andrea K. Johnstone United States Magistrate Judge.

         This case involves several players. Plaintiff Jack Eskenazi is a California resident who, through his company American HealthCare Capital, facilitates mergers and acquisitions in the healthcare industry.[1] Defendant Christopher Slover is Texas resident who owns and operates defendants Lakeview Systems and SREHC-New Hampshire ("Slover defendants").[2] Defendant Eric Spofford is a New Hampshire resident who owns and operates defendants New Freedom Academy, LLC, Green Mountain Treatment Center, LLC, and 244 High Watch Road, LLC ("Spofford defendants").

         Eskenazi alleges that in 2015, he entered into separate written contracts with Lakeview and New Freedom intended to facilitate the sale of healthcare facilities in Effingham, New Hampshire. Eskenazi contends that those contracts entitled him to a finder's fee if Lakeview agreed to sell the healthcare facilities to New Freedom in whole or in part. But according to Eskenazi, Slover and Spofford went behind his back and entered into a separate agreement under which SREHC leased the healthcare facilities to Green Mountain. Eskenazi contends that Green Mountain later triggered an option under that agreement and purchased the healthcare facilities outright. Eskenazi brings this lawsuit seeking to recover his finder's fee.

         The parties consented to the jurisdiction of the undersigned magistrate judge. See doc. no. 37. The Spofford defendants now move to dismiss (doc. no. 50), arguing, among other things, that the New Hampshire Real Estate Practice Act, N.H. Rev. Stat. Ann. § 331-A:1 et seq. ("NHREPA"), bars Eskenazi's claim against them because Eskenazi was not licensed to broker real estate in New Hampshire. Eskenazi objects, arguing in relevant part that California law governs his agreement with New Freedom and that California courts have long recognized a "finder's" exception to that state's broker regulations.[3]

         The court grants the Spofford defendants' motion. While California choice-of-law rules apply to this case, under those rules New Hampshire substantive law governs Eskenazi's contract with New Freedom. And under the NHREPA, that contract is unenforceable because Eskenazi was not a licensed real-estate broker. The court therefore dismisses Eskenazi's claim against the Spofford defendants.

         I. Standard of Review

         Under Federal Rule of Civil Procedure 12(b)(6), the court must accept the factual allegations in the complaint as true, draw reasonable inferences in the plaintiff's favor, and "determine whether the factual allegations . . . set forth a plausible claim upon which relief may be granted." Foley v. Wells Fargo Bank, N.A., 772 F.3d 63, 71 (1st Cir. 2014) (citation omitted). A claim is facially plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Analyzing plausibility is "a context-specific task" in which the court relies on its "judicial experience and common sense." Id. at 679.

         II. Background

         A. Factual background

         The court culls the following facts from Eskenazi's amended complaint and the three contracts attached to that complaint.[4]Eskenazi owns American HealthCare Capital, a mergers and acquisitions firm that provides financial planning and strategic consultation primarily to entities in the healthcare industry. Doc. no. 43 ¶¶ 2, 3. Slover resides in Austin, Texas, and conducts business as Lakeview Systems. Id. ¶ 4. Slover also owns and controls SREHC-New Hampshire, a Delaware limited liability company. Id. ΒΆ 5. Spofford resides in Derry, New Hampshire, and is the manager and member of ...


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