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Groff v. Dempsey

February 11, 2008

KATE GROFF, PLAINTIFF,
v.
JACK ARNOLD DEMPSEY, DEFENDANT.



The opinion of the court was delivered by: Robert M. Dow, Jr. United States District Judge

District Judge Robert M. Dow, Jr.

MEMORANDUM OPINION AND ORDER

This matter is before the Court on Defendant's motion for summary judgment as to Count I (breach of a partnership agreement) of Plaintiff's complaint [51]. For the following reasons, the Court grants Defendant's motion for summary judgment on Count I of Plaintiff's complaint.

I. Background

A. The Personal Relationship

Plaintiff Kate Groff and Defendant Jack Dempsey met in New York in August 2000. In March 2002, Groff moved from New York to Illinois and began living with Dempsey at his residence at 1 West Superior in Chicago. The two lived together, at various residences, from March 2002 until January 2005.*fn1 On the morning of January 12, 2005, Dempsey and Groff got into a physical altercation. Later that same day, the police arrested Groff for battery. Groff and Dempsey did not reside together after that date. On January 10, 2007, Groff filed a complaint in this Court, alleging breach of a partnership agreement (Count I) and battery (Count II).

B. The Business Relationship

Groff testified that her business relationship with Dempsey began on the day that they met, in August 2000, when they became romantically involved. According to Groff, during this rendezvous, Dempsey showed her blue prints of his house (the Stonegate property). Prior to Groff moving to Chicago, Dempsey discussed with her the purpose behind forming a limited liability company, and also told her about his plans to form Andalusian Enterprises LLC. Groff alleges that she and Dempsey "orally agreed to form a partnership which would acquire and/or develop real property." She submits that they agreed to be "equal partners, sharing ownership of the properties and profits and losses equally." Groff further alleges that Dempsey breached the oral agreement by failing to provide her with fifty percent ownership share of the properties, in addition to failing to pay her for profits derived from the sale or improvements to the property owned by the partnership.

Groff testified that the alleged partnership at issue in Count I was created in the Spring of 2002 when Dempsey formed the two LLCs (Andalusian Enterprises and Fairway Ventures). Fairway Ventures, LLC began operating with Dempsey as the sole documented member on April 12, 2002. Dempsey made an initial capital contribution of $2,125,000 by way of assignment of his interest as a beneficiary in a land trust holding title to the property at 48 E. Cedar in Chicago. On May 21, 2002, Andalusian Enterprises, LLC began operating with Dempsey as its sole documented member.*fn2 Dempsey made an initial capital contribution of $10,000. The operating agreements for both Fairway Ventures and Andalusian Enterprises provide that they have one manager, Dempsey, and do not state that Groff is a member or manager. Neither party has presented a certificate of participation evidencing Groff's ownership of any part of Andalusian Enterprises or Fairway Ventures, nor has either side produced evidence that Groff purchased any units of either LLC. Based on the evidence submitted by the parties, the alleged oral partnership was never reduced to writing. Rather, Groff claims that Dempsey told her she owed fifty percent of each LLC.

According to Groff, the oral partnership owned the following five parcels of real estate: (1) 3535 Patten, Unit 4A, Highland Park, Illinois, 60035; (2) 55 Stonegate, Lake Forest, Illinois, 60045; (3) 48 East Cedar, Chicago, Illinois, 60611; (4) 75-6040 Alii Drive, Royal Sea Cliff Condominiums, Unit 108, Kailua-Kona, Hawaii; and (5) the vacant Lot 111 in the Hokulia Development, Kailua-Kona, Hawaii. See infra Section I.C. Groff claims that she and Dempsey agreed that the partnership would continue for as long as it remained profitable. According to Groff, Dempsey would acquire and sell the properties and she would locate, renovate, and develop the properties.*fn3 She intended to develop each property within a year.*fn4 In her deposition she testified that "[t]he LLC is the partnership and the LLCs going forward" and that she "anticipated that it would go forward more than a year," but that she did not know how long the partnership was supposed to last. From July 2004 to December 2004, Groff received bi-weekly paychecks of $2,800 from Andalusian Enterprises. She also received two bonuses of $50,000 each, one in 2003 and one in 2004. In the year 2004, Groff's taxed wages received from Andalusian were $79,166.69.

C. The Properties

On May 6, 2002, the North Star Trust 02-4431 purchased 48 East Cedar, Chicago, Illinois, from the Deborah Ann Vinson Living Trust. The beneficiary of the North Star Trust 02-4431 is Fairway Ventures, LLC. Fairway Ventures' only asset is its beneficial interest in the North Star Trust 02-4431. Jack Dempsey is the sole member listed on Fairway Ventures' operating agreement. At the Cedar property, Groff picked the wall coverings and spoke with the various professionals and designers about remodeling, including Linda Rosul (gardener), Joe Ponce de Leon (construction), Paul Heath (audio-video and security), ADT, Expo Design Center, Loose Ends, Barry Wachtel (woodworker), Robert Sellers (architect), and an electrician.

On June 21, 2002, North Star Trust 02-4631 purchased 3535 Patten, Unit 4A, Highland Park, Illinois, from The Ravines Condominium Phase I Venture LLC. The sole beneficiary of North Star Trust 02-4631 is Jack Dempsey. The work that Groff performed in connection with the Patten property consisted of ordering furniture from Crate and Barrel, arranging to have it painted, meeting with window treatment and carpet people, dealing with Blue Line Painting about installing lighting and a dropped ceiling, cleaning, decorating for the holidays, and calling a repairman to fix the washing machine. On January 17, 2006, the North Star Trust 02-4631 sold the Patton property to the Emily M. Chappuie Revocable Trust.

On November 8, 2000, the Boxer I Trust purchased 55 Stonegate, Lake Forest, Illinois, from Chantal Porter Martinet.*fn5 Jack Dempsey currently is the trustee and sole beneficiary of the Boxer I Trust, as he was at the time that the Stonegate property was purchased. The work that Groff claims she did at Stonegate consisted of her being consulted about building plans, sleeping overnight at the property to prevent Dempsey's wife from burning the house down, meeting with the architect (while Dempsey was present), the builder's employees, and horticulturists, and ordering furniture, wallpaper, draperies, and lighting.

On December 17, 1999, Jack Dempsey purchased a vacant lot (Lot 111) in the Hokulia Development, Kailua-Kona, Hawaii, from 1250 Oceanside Partners. Groff met with landscape architects and vendors on the Hokulia project. No construction ever occurred because of zoning problems.

On February 13, 2002, the Boxer Trust I purchased 75-6040 Alii Drive, Royal Sea Cliff Condominiums, Unit 108, Kailua-Kona, Hawaii. Groff chose furniture, outdoor ...


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