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Sequel Capital, LLC, An Illinois Limited Liability Company v. William Pearson

July 3, 2012


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


Plaintiff Sequel Capital, LLC, filed a second amended complaint against Defendants Anthony Graffia, Sr., and Anthony Graffia, Jr., alleging common law fraud and violations of the federal Racketeering Influenced and Corrupt Organizations Act (RICO).*fn1 Before the Court is the Graffias' second motion for summary judgment [198], this time as to all counts against them. For the reasons stated below, the motion [198] is granted. Furthermore, because granting the motion extinguishes the sole basis for federal subject matter jurisdiction, the case will be remanded to the Circuit Court of Cook County, Illinois.


The Court's ruling on the Graffias' first motion for summary judgment contains many factual findings that need not be detailed here. [See 183.] To summarize, in 2002, Sequel loaned $3 million to Argus Industries, Inc., a manufacturer and distributor of cameras. [183 at 2, 230 at ¶ 6.] William Pearson, the president of Argus, personally guaranteed the loan and secured it by granting Sequel a security interest in some of Argus's cameras. [183 at 2.] Argus also obtained a loan from J.P. Morgan Chase; Sequel had priority position over the Argus cameras. [183 at 2.]

Soon thereafter, Argus defaulted on its loans. [183 at 3.] Chase then introduced Pearson to the Graffias, who were officers, directors, and employees of Hartford Computer Group, Inc. [183 at 3, 230 at ¶¶ 1-2.] In June 2003, Pearson assigned Argus's receivables and inventory (including Argus's cameras) to a trustee for the benefit of Argus's creditors. [183 at 3.] The trustee then entered into an agreement with Hartford where Hartford agreed to buy the Argus assets for $2.5 million. [183 at 3.] The trustee and Hartford also entered into a collection agreement where Hartford would collect Argus's existing receivables on a percentage fee basis. [183 at 3.]

An auction of the Argus assets took place on July 15, 2003. [183 at 3.] Sequel alleges that the Graffias and the trustee persuaded it to abstain from bidding and to support Hartford's purchase of the assets. [183 at 3.] Hartford was the sole bidder and purchased Argus's assets for $1.3 million; this amount was immediately tendered to Chase. [183 at 4, 230 at ¶ 7.] Also on July 15, Hartford and Sequel entered into an agreement regarding Argus's debt to Sequel (the "July 2003 Agreement"). [202-1 at Ex. D, 230 at ¶ 8.] The July 2003 Agreement contained, among other things, a formula laying out the payments that Hartford would make to Sequel. [202-1 at Ex. D.]

In the months that followed, Sequel expressed dissatisfaction with the payments that it was receiving from Hartford. [230 at ¶¶ 10-11.] The Graffias, in turn, informed Sequel that (i) returned inventory resulted in additional expenses, (ii) accounts receivables were significantly overstated, and (iii) secured creditors would never receive full recovery. [183 at 5.] Sequel suspected that the Graffias were providing inaccurate information. [230 at ¶ 12.] As a result, in December 2003, Hartford and Sequel "modif[ied]" the July 2003 Agreement, specifically its terms of payment (the "December 2003 Agreement"). [202-1 at Ex. E, 230 at ¶ 13.]

But Sequel continued to disagree with Hartford regarding payment. [230 at ¶ 15.] As a result, in October 2004, Hartford and Sequel agreed to a third arrangement in the form of an Assignment and General Release (the "Release"). [230 at ¶ 16.] The Release provides that the December 2003 Agreement is terminated; instead, Hartford would pay Sequel a lump sum of $505,000. [202-1 at Ex. F.] In return, Sequel agreed to release and forever discharge HARTFORD [and its affiliates], (collectively referred to as the "Released Parties") jointly and individually, from any and all claims, actions, causes of action, suits, demands, damages, costs and expenses, which SEQUEL may now have or have in the future have against the Released Parties, whether fixed or contingent, known or unknown, arising out of or the result of any acts, which occurred at any time prior to the date of this [Release], including, without limitation, any and all claims, actions, causes of action, suits demands, damages, costs and expenses, which have been made, or could be made, which arose out of, relate to or result from [the December 2003 Agreement].

[202-1 at Ex. F ¶ 2.] The Release further states that

[t]he parties executing [the Release] do so freely and voluntarily, solely relying upon their own judgment and that of his or its attorney and not as a result of any fraud, duress or coercion, and are duly authorized to do so. Any prior agreements and/or understandings between the parties, relating to the subject matter contained herein, whether written or oral, which are not expressly set forth herein are void and of no further force or effect. [202-1 at Ex. F ¶ 8.]

Sequel subsequently filed a second amended complaint, which asserts one fraud count and two RICO counts against the Graffias.*fn3 [See 1 at 77-96.] In Count II, Sequel alleges that it relied on the Graffias' false statements and omissions regarding Argus's inventory, receivables, and collections in executing the Release. In Count III(A), Sequel alleges that Defendants violated 18 U.S.C. § 1962(c) by fraudulently reselling as new certain used Argus cameras, failing to account for returned inventory, and failing to remit proceeds from the returned cameras. In Count III(B), Sequel alleges that Defendants violated 18 U.S.C. § 1962(d) by conspiring to commit the acts alleged in Count III(A).

The Graffias then filed a motion for summary judgment on Counts III(A) and III(B). [134.] These claims required proof that the Graffias deprived Sequel of property in which it retained a security interest. [183 at 6.] The Graffias, however, argued that, in the July 2003 Agreement, Sequel released its security interest in the cameras. [183 at 8.] The Court agreed with the Graffias that, in the July 2003 Agreement, Sequel released its security interest in the Argus cameras for sale at auction but retained its interest in the Argus accounts receivable. [183 at 8-10.] The Court denied the motion in part, however, because it agreed with Sequel that the Argus accounts receivable possibly included the used Argus camera returned by retailers after the auction that Hartford allegedly resold as new. [183 at 10-12.] For that reason, the Graffias had not shown that Sequel's RICO claims were completely foreclosed. [183 at 12.]

II. Legal Standard

Summary judgment is proper where "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fed. R. Civ. P. 56(c). In determining whether there is a genuine issue of fact, the Court "must construe the facts and draw all reasonable inferences in ...

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