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Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P2
IN THE COMMON PLEAS COURT OF DELAWARE COUNTY, OHIO .
GENERAL DIVISION
SIGNATURE REALITY LLC. om
Plaintiff, Case No. 23 CVH 10 00732 =ZPpeo
xs
ofa
qm
vs =
Judge Schuck rres
mms
VENKATA PRASANTH SAI KRISHNA corso
weed
SINGU, Magistrate O'Neill gz
Sow
Defendant; St
a=
HEMA KRISHNA SINGU,
Intervenor Defendant and Third Party RTO)
Plaintiff, “ARTY 7
Vs
(OR DISMISS VE!
OF HEMA
SREEKANTH PARUCHURI, et ai. KRISHNA SINGU
Third Party Defendants,
1. REPLY TO FACTUAL AND PROCEDURAL BACKGROUND
Third Party Plaintiff (hereinafter, “Singu”) fails to address the fact that his verified thitd party
complaint (hereinafter, “VTPC”) contains independent claims and is only tangentially related to the
claims ‘in Plaintiffs complaint. The relevant authorities proscribe third party practice when bringing
independent claims against third party defendants as is the situation in the case at bar.
Singu begins the last paragraph of page 2 with the statement, “First, he [Paruchuri] began an
attempt to takeover, atid convert the assets of, the companies owned by TP Plaintiff Singu and TP
Defendant Paruchuri.” This argument provides no foundation or connection to any claim for indemnity
on either count of Plaintiff's FE&D action. At the first full paragraph of page 3, Singu continues,
“Secondly, TP Defendant Paruchuri caused Plaintiff to initiate the FED- action against TP Plaintiff
Singu’s brother, TP Plaintiff Singu alleged that the eviction action filed by Plaintiff constitutes a
violation of Plaintiff's operating agreement that exists between TP Plaintiff Singu and TP Defendant
Paruchuri. Jd. at {J 11, 16, 24 and 30; and Counterclaim at Count One,” !
Each of the cited paragraphs refer to independent claims. VIPC § 11 is the demand clause of the
breach of contract claim against Paruchuri contained in Count One. It references breaches of LLC
1 Movant Parichuri disputes the validity of the purported operating agreement Singu has offered,
Dec. 27, 2023 9:59AM SAKER LAW OFFICES No, 2803 P,3
__ operating agreements and “others” but does not refer to the lease VTPC {| 16 is part. of Count Three, a......___.
claim for specific performance of Plaintiff's Operating Agreement, is relatedto Count One. VIPC 924
is a part of Count Five, ‘pclaim for injunctive relief, presumably to bar Paruchuri from initiating and
prosecuting the FE&D on Plaintiff's behalf allegedly in violation of its ‘operating agreement. VIPC |
30isa continuation of the demand for injunctive relief..As previously stated, the interpretation and
enforcementof Plaintiff’s operating agreement, and claims derived thereftom, ate independent and
tangential to the FE&D action, Thus, the VIPC is an improper vehicle to pursue these claims. -
None of the claimsin the VIPC seek indemnification as requiredby Civ. R. 14(A) and the
applicable authorities. Singu does not identify any specific, paragraph of Plaintiff's operating agreement
‘that provides any basis for any.claim properly pleaded in third party practice. As an aside, the list of .
+ verse COUMETated acts.requiring Singu’s approvel contained InArticle 5, § 5.3.0fthe subject operating... +
agreement (Approval of Other Members Required) do not:ihclude initiating and prosecuting litigation.
Most notably, § 5.1 provides in relevant part, “* * *-each Member'is an agent of the Company and has:
authority to bind the Companyin the ordinary course of-business.” *
Inthe procedural history section, Singu. glosses: over:the Violation of Plaintiff’s due process: . .
tights by claiming that Plaintiff did bot oppose the motion to.intervene, which the Municipal Court .
granted after. only two. business days passed. Singu. further states that Plaintiff did not appeal. Such an
appeal would have likely been dismissed immediately since the order granting the motion to intervene .
and transferring
the case to this Court did not adjudicate all Of the claims between all of the parties. It is
not a final and appealable order within'‘the meaning of Civ.R. 54.
q. REPLY TO LAW AND ARGUMENT
.
A.Th e Verified Third Party Complaint is Out of Rule
As fully explained in the Memorandum in Support of the motion, the VTPC is inaproper and
prohibited by Civ.R. 14(A). That makes the pleading out of rule. The timing of. its filing is inelevant.
-
Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P. 4
Singu offers not one authority in opposition to the cases cited in the Memorandum in Support2 Singu
states that VTPC Counts One, Three and Five seck indemnity, but that word does not appear once in
the
pleading. The damages Singu demands are for violations of the operating agreement and not the
lease. Singu claims that he was damaged in “a number of different ways, which include being a
defendant in the FED [sic] action.” Movants emphasize that Singu was not a defendant in the FERD
action until Singu successfully intervened. Any damages Singu allegedly suffered from becoming a
party to this case are entirely self-inflicted. Singu’s “notice pleading” argument also lacks merit. The
VTPC’s claims against Paruchuri focus almost entirely on alleged violations of the Plaintiff's operating
agreement. These are independent claims not properly brought in this case. His arguments fail to meet
the requirements of Bair and HSBC Bank, supra, which is binding authority.
Singu claims that Civ.R..18(A) permits all claims to be joined if even only one of the VIPC .
claims is tenable, As previously stated, none of Singu’s claims against Movants are tenable under
Civ.R. 14(A), Said rule and the binding authorities applying same prohibit the use of third party
practice for Singu’s independent claims brought against Movants that are tangential to Plaintiff's
FE&D complaint. Therefore, Civ.R. 18(A) does not apply. The VTPC is clearly an improper vehicle in-
this FE&D case. The Court should dismissor strike the offending pleading.
B. Th mAgain higurupati laim for Conversion pon Which Re May Be Granted
There is no basis in fact or law to attempt to join Uma Devi Chigurupati to this litigation. Her
sole connection is her mariage to Paruchuri (VIPC at {] 2) and the sole claim brought against her is
conversion as stated in Count Two (VTPC at § 74). Singu again relies on the argument that Ohio is a
notice pleading state; however, that does not mean that Singu is relieved from his responsibilities of
conducting a reasonable investigation to determine the existence of all of the elements of the claim
prior to filing suit. It is apparent that he did not,
2 See Bair v. Kandel, 2015-Ohio-318] at ] 28 (5* Dist, 2015) and HSBC Bank, USA v, Maust, 2014-Ohio-3170 (5* Dist.
2014) at 59.
Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P45
wien ee—-- The, authorities Moyant cited in their Memorandum in Support-stand
for the proposition that -
regardless of the use of buzz words, a plaintiff's factual allegations form the foundation of the
determination of whether plaintiff can prove any set of facts entitling him to recovery. In the case at
bar, the only fact Singn bases the conversion claim is Movants’ state of marriage. See VIPC at 2
This is insufficient as a matter of law to state.a claim upon which relief may be granted for conversion
— except, perhaps, in a divorce action. This is not the case.
Civ.R. 14(A) clearly prohibits a conversion claim against Chigurupati in the VIPC. It is
-
independent and tangential. Her name appears nowhere in any of the orgrnizational documents forming
the basis of Singu’s claims,
Next, Singu improperly paraphrased Movants’ argument. Movanits’ argument is that Chigurupati '
has.no. connection to the real estate or membership interest in Plaintiff. Plaintiff's. acquisition of title.to noe “
the real estate is uncontroverted, Its original taking was rightful, and Singu has failed to allege any-act
of dominion or conttol Chigurupati exercised that is or was inconsistent with Plaintiff’s or Singu’s
tights. Therefore, Singu has no factual basis to accuse Chigurupati of converting anything, and the
NTPC is utterly silent on that score. A claim for conversion will not lie against Chigurupati without
Singu adequately pleading the element of a demand for return of the allegedly converted property.
Otherwise, anybody could be the subject of a conversion claim simply by being’in a state of marriage
and without any additional factual or legal basis
Singu attempts to recover from the fatal defect by citing Fidelity Deposit Co. v. EC. Bank, 72°.
Ohio App. 432, 435 (1943). The salient portion of the opinion Singu quoted states, “[I]f Possession be.
unlawfully acquired, the act of possessing is in itself the act of conversion, and demand and refusal are
superfluous requirements. The fact that possession so acquired is wrongful is sufficient proofof
conversion or of the breach of an implied contract.”
Dec. 27, 2023 9:59AM SAKER LAW OFFICES No. 2803 P. 6
As previously stated, Singu’s sole allegation of “unlawful acquisition” is Chigurupati’s marriage
to Paruchuri. Singu fails to explain in his pleading or memorandum contra how Chigurupati’s mariage
constitutes unlawful acquisition since she is not in title to the real estate, she is not a member of
Plaintiff, and the VTPC pleads no other element of the claim, Furthermore, Singu fails to allege that
Chigurupati is in possession of anything belonging to Singu. The VIPC lacks any element necessary to
state a claim for conversion. Demand is an essential element required of Singu to state a claim for
conversion against Chigurupati. The conversion claim cannot stand on a “notice pleading” basis
because it is insufficient as a matter of law. It is so vague that Chigurupati cannot reasonably frame a
answet, Her inclusion in this matter gives rise to a suspicion of bad faith and could result in tort claims
against the pleader.
I, CONCLUSION
Tn light of the foregoing, the motion should be sustained. The VTPC should be dismissed or
stricken and the conversion claim against Chigurupati dismissed for failure to state a claim.
Respectfully submitted,
/sITheodore R. Saker, Jr.
Theodore R. Saker, Je (0023292)
Saker Law Offices
2929 Kenny Rd., Suite 280
Columbus, OH 43221-2400
Ph. 614/488-9900
Email: |
Attorney for Third Party Defendants
1 ICATE OF SERVICE |
!
‘The undersigned hereby certifies that a copy of the foregoing Reply Memorandum in Support of
Motion to Dismiss Verified Third Party Complaint was served this 27 * day of December, 2023, upon
the following counsel of record viethe-Clerk’s cleetronie-filine-systerrand by email delivery to Sanjay
K. Bhatt, Esq., Attomey for Plaintiff, to bhattlawoffice@email.com and Steven M. Brown, Esq.,
Attomey for Defendants/Third Party Plaintiff, to stevebrownatty@gmail.com,
/sITheodore R, Saker, Jr
Theodore R. Saker, Jr.
5
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Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P2 IN THE COMMON PLEAS COURT OF DELAWARE COUNTY, OHIO . GENERAL DIVISION SIGNATURE REALITY LLC. om Plaintiff, Case No. 23 CVH 10 00732 =ZPpeo xs ofa qm vs = Judge Schuck rres mms VENKATA PRASANTH SAI KRISHNA corso weed SINGU, Magistrate O'Neill gz Sow Defendant; St a= HEMA KRISHNA SINGU, Intervenor Defendant and Third Party RTO) Plaintiff, “ARTY 7 Vs (OR DISMISS VE! OF HEMA SREEKANTH PARUCHURI, et ai. KRISHNA SINGU Third Party Defendants, 1. REPLY TO FACTUAL AND PROCEDURAL BACKGROUND Third Party Plaintiff (hereinafter, “Singu”) fails to address the fact that his verified thitd party complaint (hereinafter, “VTPC”) contains independent claims and is only tangentially related to the claims ‘in Plaintiffs complaint. The relevant authorities proscribe third party practice when bringing independent claims against third party defendants as is the situation in the case at bar. Singu begins the last paragraph of page 2 with the statement, “First, he [Paruchuri] began an attempt to takeover, atid convert the assets of, the companies owned by TP Plaintiff Singu and TP Defendant Paruchuri.” This argument provides no foundation or connection to any claim for indemnity on either count of Plaintiff's FE&D action. At the first full paragraph of page 3, Singu continues, “Secondly, TP Defendant Paruchuri caused Plaintiff to initiate the FED- action against TP Plaintiff Singu’s brother, TP Plaintiff Singu alleged that the eviction action filed by Plaintiff constitutes a violation of Plaintiff's operating agreement that exists between TP Plaintiff Singu and TP Defendant Paruchuri. Jd. at {J 11, 16, 24 and 30; and Counterclaim at Count One,” ! Each of the cited paragraphs refer to independent claims. VIPC § 11 is the demand clause of the breach of contract claim against Paruchuri contained in Count One. It references breaches of LLC 1 Movant Parichuri disputes the validity of the purported operating agreement Singu has offered, Dec. 27, 2023 9:59AM SAKER LAW OFFICES No, 2803 P,3 __ operating agreements and “others” but does not refer to the lease VTPC {| 16 is part. of Count Three, a......___. claim for specific performance of Plaintiff's Operating Agreement, is relatedto Count One. VIPC 924 is a part of Count Five, ‘pclaim for injunctive relief, presumably to bar Paruchuri from initiating and prosecuting the FE&D on Plaintiff's behalf allegedly in violation of its ‘operating agreement. VIPC | 30isa continuation of the demand for injunctive relief..As previously stated, the interpretation and enforcementof Plaintiff’s operating agreement, and claims derived thereftom, ate independent and tangential to the FE&D action, Thus, the VIPC is an improper vehicle to pursue these claims. - None of the claimsin the VIPC seek indemnification as requiredby Civ. R. 14(A) and the applicable authorities. Singu does not identify any specific, paragraph of Plaintiff's operating agreement ‘that provides any basis for any.claim properly pleaded in third party practice. As an aside, the list of . + verse COUMETated acts.requiring Singu’s approvel contained InArticle 5, § 5.3.0fthe subject operating... + agreement (Approval of Other Members Required) do not:ihclude initiating and prosecuting litigation. Most notably, § 5.1 provides in relevant part, “* * *-each Member'is an agent of the Company and has: authority to bind the Companyin the ordinary course of-business.” * Inthe procedural history section, Singu. glosses: over:the Violation of Plaintiff’s due process: . . tights by claiming that Plaintiff did bot oppose the motion to.intervene, which the Municipal Court . granted after. only two. business days passed. Singu. further states that Plaintiff did not appeal. Such an appeal would have likely been dismissed immediately since the order granting the motion to intervene . and transferring the case to this Court did not adjudicate all Of the claims between all of the parties. It is not a final and appealable order within'‘the meaning of Civ.R. 54. q. REPLY TO LAW AND ARGUMENT . A.Th e Verified Third Party Complaint is Out of Rule As fully explained in the Memorandum in Support of the motion, the VTPC is inaproper and prohibited by Civ.R. 14(A). That makes the pleading out of rule. The timing of. its filing is inelevant. - Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P. 4 Singu offers not one authority in opposition to the cases cited in the Memorandum in Support2 Singu states that VTPC Counts One, Three and Five seck indemnity, but that word does not appear once in the pleading. The damages Singu demands are for violations of the operating agreement and not the lease. Singu claims that he was damaged in “a number of different ways, which include being a defendant in the FED [sic] action.” Movants emphasize that Singu was not a defendant in the FERD action until Singu successfully intervened. Any damages Singu allegedly suffered from becoming a party to this case are entirely self-inflicted. Singu’s “notice pleading” argument also lacks merit. The VTPC’s claims against Paruchuri focus almost entirely on alleged violations of the Plaintiff's operating agreement. These are independent claims not properly brought in this case. His arguments fail to meet the requirements of Bair and HSBC Bank, supra, which is binding authority. Singu claims that Civ.R..18(A) permits all claims to be joined if even only one of the VIPC . claims is tenable, As previously stated, none of Singu’s claims against Movants are tenable under Civ.R. 14(A), Said rule and the binding authorities applying same prohibit the use of third party practice for Singu’s independent claims brought against Movants that are tangential to Plaintiff's FE&D complaint. Therefore, Civ.R. 18(A) does not apply. The VTPC is clearly an improper vehicle in- this FE&D case. The Court should dismissor strike the offending pleading. B. Th mAgain higurupati laim for Conversion pon Which Re May Be Granted There is no basis in fact or law to attempt to join Uma Devi Chigurupati to this litigation. Her sole connection is her mariage to Paruchuri (VIPC at {] 2) and the sole claim brought against her is conversion as stated in Count Two (VTPC at § 74). Singu again relies on the argument that Ohio is a notice pleading state; however, that does not mean that Singu is relieved from his responsibilities of conducting a reasonable investigation to determine the existence of all of the elements of the claim prior to filing suit. It is apparent that he did not, 2 See Bair v. Kandel, 2015-Ohio-318] at ] 28 (5* Dist, 2015) and HSBC Bank, USA v, Maust, 2014-Ohio-3170 (5* Dist. 2014) at 59. Dec. 27. 2023 9:59AM SAKER LAW OFFICES No. 2803 P45 wien ee—-- The, authorities Moyant cited in their Memorandum in Support-stand for the proposition that - regardless of the use of buzz words, a plaintiff's factual allegations form the foundation of the determination of whether plaintiff can prove any set of facts entitling him to recovery. In the case at bar, the only fact Singn bases the conversion claim is Movants’ state of marriage. See VIPC at 2 This is insufficient as a matter of law to state.a claim upon which relief may be granted for conversion — except, perhaps, in a divorce action. This is not the case. Civ.R. 14(A) clearly prohibits a conversion claim against Chigurupati in the VIPC. It is - independent and tangential. Her name appears nowhere in any of the orgrnizational documents forming the basis of Singu’s claims, Next, Singu improperly paraphrased Movants’ argument. Movanits’ argument is that Chigurupati ' has.no. connection to the real estate or membership interest in Plaintiff. Plaintiff's. acquisition of title.to noe “ the real estate is uncontroverted, Its original taking was rightful, and Singu has failed to allege any-act of dominion or conttol Chigurupati exercised that is or was inconsistent with Plaintiff’s or Singu’s tights. Therefore, Singu has no factual basis to accuse Chigurupati of converting anything, and the NTPC is utterly silent on that score. A claim for conversion will not lie against Chigurupati without Singu adequately pleading the element of a demand for return of the allegedly converted property. Otherwise, anybody could be the subject of a conversion claim simply by being’in a state of marriage and without any additional factual or legal basis Singu attempts to recover from the fatal defect by citing Fidelity Deposit Co. v. EC. Bank, 72°. Ohio App. 432, 435 (1943). The salient portion of the opinion Singu quoted states, “[I]f Possession be. unlawfully acquired, the act of possessing is in itself the act of conversion, and demand and refusal are superfluous requirements. The fact that possession so acquired is wrongful is sufficient proofof conversion or of the breach of an implied contract.” Dec. 27, 2023 9:59AM SAKER LAW OFFICES No. 2803 P. 6 As previously stated, Singu’s sole allegation of “unlawful acquisition” is Chigurupati’s marriage to Paruchuri. Singu fails to explain in his pleading or memorandum contra how Chigurupati’s mariage constitutes unlawful acquisition since she is not in title to the real estate, she is not a member of Plaintiff, and the VTPC pleads no other element of the claim, Furthermore, Singu fails to allege that Chigurupati is in possession of anything belonging to Singu. The VIPC lacks any element necessary to state a claim for conversion. Demand is an essential element required of Singu to state a claim for conversion against Chigurupati. The conversion claim cannot stand on a “notice pleading” basis because it is insufficient as a matter of law. It is so vague that Chigurupati cannot reasonably frame a answet, Her inclusion in this matter gives rise to a suspicion of bad faith and could result in tort claims against the pleader. I, CONCLUSION Tn light of the foregoing, the motion should be sustained. The VTPC should be dismissed or stricken and the conversion claim against Chigurupati dismissed for failure to state a claim. Respectfully submitted, /sITheodore R. Saker, Jr. Theodore R. Saker, Je (0023292) Saker Law Offices 2929 Kenny Rd., Suite 280 Columbus, OH 43221-2400 Ph. 614/488-9900 Email: | Attorney for Third Party Defendants 1 ICATE OF SERVICE | ! ‘The undersigned hereby certifies that a copy of the foregoing Reply Memorandum in Support of Motion to Dismiss Verified Third Party Complaint was served this 27 * day of December, 2023, upon the following counsel of record viethe-Clerk’s cleetronie-filine-systerrand by email delivery to Sanjay K. Bhatt, Esq., Attomey for Plaintiff, to bhattlawoffice@email.com and Steven M. Brown, Esq., Attomey for Defendants/Third Party Plaintiff, to stevebrownatty@gmail.com, /sITheodore R, Saker, Jr Theodore R. Saker, Jr. 5