United States District Court, D. New Hampshire
Jonathan Mark Levitan, Esq.
F. Laboe, Esq.
Jeffrey C. Spear, Esq.
N. Tamposi, Esq.
Edward LeFevre, Esq.
K. Johnstone United States Magistrate Judge.
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. Defendant Christopher Slover is Texas
resident who owns and operates defendants Lakeview Systems
and SREHC-New Hampshire ("Slover
defendants"). 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").
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.
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
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
Standard of Review
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.
court culls the following facts from Eskenazi's amended
complaint and the three contracts attached to that
complaint.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. ¶ 5. Spofford resides in Derry,
New Hampshire, and is the manager and member of ...