Beruflich Dokumente
Kultur Dokumente
No. 14-1841
ZOROASTRIAN
CENTER
WASHINGTON, D.C.,
AND
DARB-E-MEHR
OF
METROPOLITAN
Plaintiff Appellant,
v.
RUSTAM GUIV FOUNDATION OF NEW YORK;
Trustee;
DARYOUSH
JAHANIAN,
a/k/a
Trustee,
MEHRABAN
Dariush
SHAHRVINI,
Jahanian,
Defendants Appellees,
and
SOROOSH SOROOSHIAN; BRUCE NADJMI; KHOSRO MEHRFAR,
Appellees,
and
ESFANDIAR ANOUSHIRAVANI, Trustee; KEIKHOSRO MOBED, Trustee;
ROSTAM GHAIBI, Trustee; JAMSHID VARZA, Trustee; ROSTAM
SARFEH, Trustee,
Defendants.
Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria.
Liam OGrady, District
Judge. (1:13-cv-00980-LO-TRJ)
Argued:
Decided:
May 4, 2016
ARGUED: Robert Lee Vaughn, Jr., OCONNOR & VAUGHN LLC, Reston,
Virginia, for Appellant.
Billy Bernard Ruhling, II, TROUTMAN
SANDERS LLP, Tysons Corner, Virginia, for Appellees. ON BRIEF:
Massie P. Cooper, TROUTMAN SANDERS LLP, Richmond, Virginia, for
Appellees.
Zoroastrian
Center
and
Darb-E-Mehr
of
Metropolitan
As part of a joint
Guiv
in
the
Vienna
area
of
Fairfax
County,
Virginia.
litigation
seeking,
among
other
things,
declaratory
On
question
of
whether
federal
subject
matter
jurisdiction existed.
We agree with the district court that The Centers case
cannot go forward.
show
complete
establishing
subject
matter
between
the
jurisdiction
parties,
in
federal
thereby
court.
district
presents
another
contractual
courts
attorneys
matter.
fee-shifting
Under
provisions,
fee
award,
Virginia
the
law
prevailing
however,
governing
party
is
the prevailing party but made no effort to narrow the fee award
to its successful claims.
I.
A.
Rustam Guiv owns a seven-acre parcel of property in Vienna,
Virginia.
the
Zoroastrian
religion;
and
dwelling
suitable
for
J.A. 41. 2
J.A. 50.
and
designing
worship
facility,
which
included
And, by 2008,
with
the
state
of
progress,
Rustam
Guiv
Centers]
lease
and
efforts.
amendment
J.A.
261.
Together,
the
governed
original
the
parties
lessor-lessee
lease
amendment
relationship.
Several
here.
clauses
from
the
are
pertinent
J.A. 55.
Although
event
could
construction
go
past
March
15,
2013.
The
substantial
date.
activity
J.A. 55-56.
amendment
was
had
not
been
undertaken
by
either
designed
to
speed
the
pace
of
construction
by
This set
charitable
foundation
for
Zoroastrian
temple
in
as
much
as
possible.
J.A.
869.
The
Center
J.A. 473.
Rustam Guiv,
[Rustam
Guiv]
will
be
in
cooperation
with
[The
Center]
facilitating the required paperwork.
full
in
[The
Center]
will
provide
an
accomplishment plan with milestones [and]
deadlines,
parties.
mutually
agreed
by
the
two
. . . .
6 Items 2, 3 and 5 above will be provided
on or before 5/15/2011 and must be approved
by [Rustam Guiv].
J.A. 495-96.
As required by the MOU, The Center delivered an initial
report on May 15, 2011.
drafted,
four
years
after
the
lease
amendment,
and
over
twenty years after the original lease was signed - Rustam Guiv
sent
The
grounds,
Center
Rustam
formal
Guiv
notice
cited
The
terminating
Centers
the
failure
lease.
to
As
complete
Center
Circuit
filed
Court,
its
initial
naming
individually, as defendants.
complaint
Rustam
Guiv
and
in
the
its
Fairfax
trustees,
sought remand on grounds that Rustam Guiv had failed to show the
complete diversity necessary to establish federal jurisdiction.
In its order, the district court noted that neither the
Supreme Court nor the Fourth Circuit had addressed the precise
issue of how to determine the citizenship of a defendant-trust
for purposes of diversity jurisdiction.
citizenship
of
trust
is
determined
by
looking
at
the
See Emerald
Invrs Tr. v. Gaunt Parsippany Partners, 492 F.3d 192, 205 (3d
Cir.
2007).
court
reserved
[further]
Having
settled
judgment
evidence
of
on
until
[Rustam
this
the
framework,
parties
Guivs]
the
[had]
citizenship
district
presented
. . .
and
J.A.
166.
Rustam Guiv then submitted an affidavit from Dr. Jahanian
and
residence
documents
information
affirmed
that
for
the
current
none
of
its
trustees.
current
These
trustees
or
and over The Centers objection, the district court denied The
Centers motion to remand.
D.
The
Center
filed
an
amended
complaint
requesting
of
contract
(Counterclaim
Count
(Counterclaim
II);
and
Count
quiet
I);
title
slander
of
title
(Counterclaim
Count
III).
The parties filed cross-motions for summary judgment at the
close of discovery.
According to The
court
further
noted,
[e]ven
if
[the
MOU]
J.A. 1170.
read
as
or
alters
the
dispositive
deadlines.
Id.
The
effect
of
this
order
was
to
dismiss
The
Centers
Guiv
attorneys fees.
then
petitioned
the
court
for
an
award
of
fee
request.
The
Center
filed
motion
for
We have
confusion
among
the
Courts
of
Appeals
regarding
the
(2016).
Supreme
Courts
decision,
which
has
issued
and
is
reviewed
below.
II.
We
first
address
standard of review.
Rustam
Guivs
argument
concerning
the
the
standard
of
review
FDIC v. Cashion,
should
be
abuse
of
discretion
because The Center noticed its appeal from the order denying its
motion
for
reconsideration.
See
Robinson
v.
Wix
Filtration
Corp., 599 F.3d 403, 407 (4th Cir. 2010) (This court reviews
the denial of a Rule 59(e) motion under the deferential abuse of
discretion standard.).
Although the factual underpinning of Rustam Guivs argument
is
correct
The
Centers
notice
of
appeal
designates
the
on
the
sufficiency
of
of
appeal,
and
the
MLC Auto.,
LLC v. Town of S. Pines, 532 F.3d 269, 279 (4th Cir. 2008)
(citations omitted).
of
the
relief
J.A. 1295.
granted
Rustam
Guiv
by
the
district
briefed the underlying judgment, Rustam Guiv does not face any
measurable prejudice.
496 F.3d 466, 477 (6th Cir. 2007) (affirming that an appeal of a
motion for reconsideration preserves general appellate review so
long as parties fully argued the merits of the prior orders).
Accordingly,
we
will
apply
the
typical
de
novo
standard
of
See
Gen. Tech. Applications, Inc. v. Exro Ltda, 388 F.3d 114, 118
(4th Cir. 2004) (In a diversity case, we must consult state law
to determine the nature of the litigants rights . . . .).
13
III.
The Center contends that the district court was required to
remand this case to the Virginia state court because Rustam Guiv
failed
to
prove
the
diversity
of
citizenship
necessary
in
Rustam
Guivs
proffered
to
In its view,
evidence
made
it
Id. at 37.
Chems. Co., 29 F.3d 148, 151 (4th Cir. 1994) (The burden of
establishing
seeking
federal
removal.).
jurisdiction
However,
is
the
placed
case
upon
presents
the
a
party
threshold
the
citizenship
determined
for
of
purposes
trust
of
such
as
diversity
Rustam
Guiv
jurisdiction?
to
be
The
See Americold,
(1980),
and
Carden
v.
Arkoma
Associates,
494
U.S.
185
(1990).
In Navarro, the individual trustees of a business trust,
suing
in
their
contract.
own
446
names,
U.S.
at
brought
459-60.
an
action
The
for
breach
defendants
of
disputed
of
business
may
invoke
the
diversity
rather
shareholders.
than
Id. at 458.
that
of
the
trusts
beneficial
of
diversity
jurisdiction
when
he
possesses
certain
Id. at 464.
who meet this standard [may] sue in their own right, without
regard to the citizenship of the trust beneficiaries.
46566.
15
Id. at
decade
later,
in
Carden,
the
Supreme
Court
offered
The
its
general
partners
only.
Id.
at
187-96.
The
Court
members.
members
rule,
Id.
the
at
195.
Court
In
articulating
explicitly
this
all
distinguished
the
Navarro:
Id. at
Id. at 191.
Lower
ways.
courts
interpreted
these
cases
in
very
different
TestAmerica,
n.6
Following
Inc.,
564
Carden,
citizenship
of
F.3d
other
trust
386,
courts
depends
397
held
on
the
(5th
the
Cir.
view
2009).
that
citizenship
the
of
its
bar,
the
district
court
followed
the
latter
In the case
approach
and
Rustam
Guiv
to
determine
diversity.
The
Supreme
Court
its
members,
shareholders.
the
equivalents
of
corporations
of
business).
For
such
unincorporated
entities,
the
Supreme
Court
Id.
rejected
Americolds
argument
that
of
trust.
Americold,
136
S.
Ct.
at
1016.
Id.
that
lawsuit
when
is
sued
or
trustee
in
her
of
own
traditional
name,
there
trust
files
is
need
no
a
to
estate
investment
trusts,
perhaps
the
Supreme
Court
in
as
it
Putting
18
aside
the
lack
of
entity
membership
for
diversity
purposes
when
Or do we read the
we
defer
to
the
findings
of
the
trier
of
fact
when
See
Sligh v. Doe, 596 F.2d 1169, 1171 n.9 (4th Cir. 1979) (It is
plain
that
the
clearly
erroneous
rule
applies
to
de
evidence,
and
novo.).
we
find
This
nothing
record
contains
erroneous,
much
substantial
less
clearly
by
preponderance
of
the
evidence
the
trustees
no
beneficiaries
contended
there
were
in
two
Virginia.
Virginia
response,
beneficiaries:
The
Center
itself
and
Fairfax County.
The
Center,
however,
is
not
trust
beneficiary;
it
is
Rustam Guiv.
where its argument was that the lease was cancelled by the MOU.
Neither
is
Fairfax
County
trust
beneficiary.
The
Center
property,
Rustam
Guiv
somehow
created
beneficiary
Opening Br.
good
reason.
Compliance
with
required
subdivision
than
would
payment
of
real
estate
taxes.
This
is
Accordingly, we
In this
case, regardless of the test applied, Rustam Guiv met its burden
to prove diversity of citizenship.
21
IV.
We now turn to the merits.
that
the
breached
lease
the
amendment
lease
by
was
binding
failing
to
and
construct
that
a
The
temple
Center
on
the
Consequently, the
The
The
testimony
of
fact
the
Center
from
which
argues
that
Rustam
can
only
Guivs
be
witnesses
determined
at
and
created
trial.
testimony
and
an
issue
as
to
the
inconsistent
conflicting
testimony
can
veracity
of
the
Id. at 41.
indeed
preclude
summary
As
summary
genuine issue
judgment;
of
the
material
requirement
fact.
is
Anderson
that
there
v.
Liberty
be
no
Lobby
who
document
drafted
is
the
lease
unambiguous
and
its
is
contents
irrelevant.
This
uncontested.
Any
(1998)
(In
the
event
of
an
ambiguity
in
the
written
which
party
drafted
an
agreement
next
suggests
that,
when
it
is
ambiguous).
The
Center
because
Dr.
Jahanian
have
unilaterally
J.A. 1170.
submitted
deciding
this
it
was
issue
too
to
the
vague
to
jury
be
instead
of
enforceable.
23
Finally,
Jahanians
to
the
extent
credibility
The
Center
material
created
suggests
issue
that
of
Dr.
fact
to
Where the
the
credibility
of
the
respective
witnesses,
[t]his
arises
from
the
landlord-tenant arrangement.
the
legal
import
of
the
unambiguous
written
terms
of
of
that
agreement,
not
the
this
involves
relationship,
governed
conflicting
case
by
testimony
the
and
it
is
complicated
and
lengthy
fundamentally
contract
parties
agreements.
credibility
issues,
like
As
such,
those
The
Center raises, are not material here and are not a ground upon
which the district court judgment can be disturbed.
B.
The Center also argues that the district court erred by
enforcing the terms of the lease amendment to the exclusion of
the MOU.
did
in
supersede
the
Lease
24
Amendment,
and
so
[t]he
court
rejected
this
argument,
basic
requirements
for
finding
the
MOU
The
was
We agree.
a
valid
contract
are
well
the
contracting
parties
to
matters
definitely
It
As
the district court found, were it not for the extensive history
between the parties, this document would be unenforceable on its
face.
The
most
definite
clauses
outline
broad
tasks
for
The
Center
to
agreements
Virginia.
to
agree
are
uniformly
unenforceable
in
Allen v. Aetna Cas. & Sur. Co., 222 Va. 361, 363
(1981); see also EG&G, Inc. v. Cube Corp., No. 178996, 2002 WL
31950215, at *6-7 (Va. Cir. Ct. Dec. 23, 2002) ([W]here the
evidence is that the parties merely agreed to make an agreement
in
the
future,
and
where
determination
of
the
terms
and
uncertain,
Virginia
law
treats
such
agreements
as
enforceable,
The
assuming
the
MOU
was
binding
and
Therefore,
the MOU had no effect on the lease and lease amendment or The
Centers breach of those obligations.
C.
The
estoppel
Center
next
precluded
argues
Rustam
that
Guiv
the
from
doctrine
of
enforcing
equitable
the
lease
fact, cease its efforts and so [t]o allow RGF to now seek to
26
use
the
deadline
of
the
[l]ease
[a]mendment
as
basis
to
agree
with
the
district
court
that
the
doctrine
of
To prevail on this
reliance,
(3)
change
of
position,
and
(4)
detriment.
rarely and only from necessity, and the moving party must prove
each element by clear, precise, and unequivocal evidence.
Id.
Center
materially
changed
its
position
Nothing suggests
in
light
of
Dr.
site.
In
fact,
outlining
its
decision
course.
J.A. 473.
to
The
Center
ignore
sent
Rustam
Guiv
formal
and
letter
stay
on
cannot
be
said
to
represent
Id. at 1173.
27
detrimental
reliance.
The
Center
now
counters
that
it
could
not
resume
We are unpersuaded
Center still had at least two years to build the temple, which
is well within the lease amendments schedule.
We
brief
period
would
not
have
prevented
The
Center
from
bottom,
the
record
suggests
that
The
Center
simply
failed to meet its obligations and sat on its hands in the face
of looming contractual deadlines.
According to The
106, 120 (1976); United States v. One 1971 Mercedes Benz 2Door
Coupe, 542 F.2d 912, 915 (4th Cir. 1976) (explaining that the
failure
to
ordinarily
raise
waives
and
preserve
an
issue
consideration
of
that
in
district
issue
on
court
appeal).
Center
has
failed
to
raise
any
argument
that
such
See In re Under
Seal, 749 F.3d 276, 285 (4th Cir. 2014) (When a party in a
civil case fails to raise an argument in the lower court and
instead raises it for the first time before us, we may reverse
only if the newly raised argument establishes fundamental error
or a denial of fundamental justice.).
V.
Having
district
found
courts
none
of
judgment
The
to
Centers
be
challenges
meritorious,
we
to
the
to
the
turn
fees
for
abuse
of
discretion.
is
appropriate
only
if
the
McAfee
v.
court
[was]
Id.
That
plaintiff
is
prevailing
party,
are
reviewed
de
novo.
The parties
agree that Virginia supplies the substantive law here since the
district court was sitting in diversity.
The lease specifies that [i]n the event of any litigation
between
the
parties
hereto,
the
prevailing
party
in
such
J.A. 47-48.
We agree.
whose
favor
rendered.
the
decision
or
verdict
in
the
case
is
The
Id.
between
the
the
parties,
agreement
and
was
Rustam
Guiv
terminated
by
defended
The
on
grounds
that
Centers
breach.
v.
DaimlerChrysler
Corp.,
266
Va.
544,
548-49
See
(2003)
party
status
does
not,
however,
automatically
make that party eligible for all the fees they request.
In
recover fees for duplicative work or for work that was performed
on unsuccessful claims.
Id.
It is well-settled in Virginia
31
entitled
to
recover
fees
for
work
claims.
performed
on
unsuccessful
counterclaims
and
ruled
in
favor
of
The
Center.
narrowed the fee award to account for the ruling against Rustam
Guiv.
counterclaim,
the
courts
fee
award
includes
time
spent
on
matters for which Rustam Guiv was not entitled to recover under
Virginia law.
Accordingly, we vacate
and remand the district courts attorneys fee award for further
proceedings in accordance with this opinion.
VI.
The
lease
by
record
shows
failing
to
that
The
complete
Center
construction
breached
of
the
parties
the
required
the
district
judgment.
court
that
Rustam
Guiv
was
entitled
to
summary
on the merits.
vacate the district courts attorneys fee award and remand for
further proceedings consistent with this opinion.
AFFIRMED IN PART,
VACATED IN PART,
AND REMANDED
33