Gotham City Enterprises, LLC and Starling City Enterprises, LLC v. Abundance Wealth Counselors, LLC and Richard F. DeFluri

Summary

The United States District Court for the Middle District of Pennsylvania considers Defendants’ Rule 12(b)(6) motion to dismiss claims arising from the alleged unauthorized transfer and misuse of Plaintiffs’ investment funds. The court concludes that equitable tolling and fraudulent concealment issues prevent dismissal of the claims as time-barred at the pleading stage. It denies dismissal of the breach-of-fiduciary-duty and conversion claims against Abundance, grants dismissal of the accounting claim against Abundance, and permits Plaintiffs to amend the complaint.

Holdings

1. A statute-of-limitations defense ordinarily is an affirmative defense and supports dismissal on a Rule 12(b)(6) motion only when the untimeliness is apparent from the face of the complaint. Because the complaint plausibly alleged fraudulent concealment and facts supporting equitable tolling, the limitations defense was not apparent on the pleadings.
2. Plaintiffs plausibly alleged that Abundance owed them fiduciary duties because the alleged wealth-management relationship involved Plaintiffs' ceding control over investment decision-making, and Plaintiffs plausibly alleged that Defendants breached those duties and caused injury.
3. Plaintiffs failed to state a claim for a legal, equitable, or partnership accounting against Abundance.
4. Plaintiffs plausibly alleged conversion against Abundance.
5. Plaintiffs failed to plausibly allege unjust enrichment against Abundance because they did not allege that Abundance received or retained a benefit from the transaction.
6. Plaintiffs plausibly alleged a UTPCPL catchall deception claim against Abundance and DeFluri.
7. Plaintiffs were granted leave to amend the complaint.

Questions Presented

1. Whether the complaint's claims were barred by the applicable statutes of limitations on the face of the complaint.
2. Whether Plaintiffs plausibly alleged fraudulent concealment or equitable tolling sufficient to prevent dismissal on statute-of-limitations grounds.
3. Whether Plaintiffs plausibly alleged a fiduciary relationship and breach of fiduciary duty against Abundance.
4. Whether Plaintiffs plausibly alleged entitlement to a legal, equitable, or partnership accounting.
5. Whether Plaintiffs plausibly alleged conversion against Abundance.
6. Whether Plaintiffs plausibly alleged unjust enrichment against Abundance.
7. Whether Plaintiffs plausibly alleged a deceptive act, justifiable reliance, and ascertainable loss under the Pennsylvania Unfair Trade Practices and Consumer Protection Law against Abundance and DeFluri.
8. Whether Plaintiffs should be granted leave to amend.

Disposition

other