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Carolyne Morgan v. Cesar Parra, et al.

 

 

No. L-235-11
 
Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan (hereinafter "Morgan" or "Plaintiff'), by and through her attorneys, hereby file this First Amended Complaint against Defendants Dr. Cesar Parra (hereinafter "Parra."), Katie Riley, (hereinafter referred to as "Riley), Piaffe Performance, Inc., (hereinafter "Piaffe"), and John Doe 1-5, (hereinafter referred to as "John Doe" a class of fictitiously named defendants), Defendants collectively referred to herein as "Defendants", and avers as follows:
 
 

THE PARTIES
 
1. Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, resides at.
2. Defendant, Cesar Parra, upon information and belief, resides at 
3. Defendant, Piaffe Performance Inc., is a corporation, organized and existing, under and by virtue of the laws of the State of New Jersey, and a citizen of the State of New Jersey, with its principle place of business located at 14 Shade Lane, Whitehouse Station, New Jersey, 08889.
4. Based on information and belief, Defendant Katie Riley resides in Whitehouse Station, New Jersey, 08889 and is an employee of Piaffe Performance, Inc.
5. Defendant, John Doe and Defendants XYZ Corporate Entities are, upon information and belief, fictitious names for any individuals and/or corporate entities whose identities are not presently known that may liable to Plaintiffs for the damages claimed herein.
 
FACTUAL BACKGROUND

6. Defendants hold themselves out to the public as authorities in the field of the importation, training, showing and the sale of horses.
7. Dr. Parra, as a principal of Piaffe Performance Inc., holds himself out as an authority on dressage horses.
8. Piaffe Performance Inc., represents to the public that:
 
"At any given time we have numerous horses for sale, that we believe in and we
can guarantee. Please call or email and we will let you know what we have
currently available. We o±Ier horses from training level through Grand Prix.
Dr. Parra knows how to find winners! Dr. Parra always has access to high quality
horses in the U.S. and Europe, so feel free to contact him with your ability and
needs so he can best match you with a suitable mount. Dr. Parra has located
bundeschampions, Olympic horses, stallion licensing winners as well as young
horses and great amateur and young rider horses.

From start to finish you will receive exceptional service from Dr. Parra and the
Piaffe-Performance Team. Let Dr. Parra make the overwhelming and challenging
process of finding a horse a pleasant journey. Included in the process of finding
your ideal horse:

• We select our horses based on TEMPERAMENT, RIDEBILITY, GAITS,
VETTING EXAM, SHOW RECORD. We test them in all possible circumstances.
 
• Dr. Parra will locate and show you the best horses for your needs.
 
• Extensive contacts in Europe, from having lived, trained and shown in Germany
for many years.

• Advice on the best methods of veterinary exams, transportation and quarantine.

• Fluency in English, German, Spanish.

• Experience in training horses from just under saddle to the international CDI
level.

• Dr. Parra has sold numerous horses that are now successful with their new
owners-let him help you."
 
 
9. In December of 2006 Plaintiffs sought out Defendants' services in hopes of evaluating three (3) of their horses.
10. In January of 2007, Plaintiffs entered into an agreement with Defendants to train and board their three (3) horses Norfolk ("Nimrod"), Deveraux ("Sergio") and Walsingham ("Alancar").
11. In February 2007, Defendants approached Plaintiffs with the opportunity to jointly purchase a Grand Prix horse (known as "Ecu 8") for 450,000€.
12. Defendants represented that Ecu 8 had placed more than 20 times in the Grand Prix and had an open market value in excess of 600,000€.
13. Defendants represented "at this price there is some money to be made."
14. In order to effectuate the purchase, Defendants represented that they would provide 150,000€ toward the purchase price.
15. In order to effectuate the purchase, Defendant told Plaintiffs to trade their two horses Deveraux and Walsingham toward the purchase price of Ecu 8 (a value of 100,000€ according to Defendant) and provide the remaining 150,000€ in cash.
16. In order to effectuate the sale, Defendant represented that he would cover all expenses related to this transaction.
17. On or about February 23, 2007, Plaintiffs and Defendants entered into a Bill of Sale wherein Defendant sold Plaintiff a 55% percentage of ownership in the horse known as Ecu 8 for 250,000€, the value of which consisted of trading Deveraux and Walsingham, and 150,000€ cash (Exhibit A).
18. At that time, Defendants represented Ecu 8's purchase price was 450,000€.
19. Upon completion of the sale, Defendant was to execute all necessary papers to transfer the ownership percentage and registration to Plaintiffs at no cost.
20. Plaintiffs' ownership percentage was to be represented on registrations with the United States Equestrian Federation and, United States Dressage Federation and the Horses FEI Passport.
21. According to the bill of sale, Defendant was to be responsible for the board, training, and showing expenses of the horse.
22. Pursuant to the bill of sale, Defendant was responsible for the Ecu 8's care, training and well-being and was required to consult with Plaintiffs regarding any and all major decisions.
23. The Plaintiffs transferred funds and presented the horses for trade as per the terms of the agreement with Defendants.
24. A Bill of Sale was issued to Plaintiffs by Defendants dated February 20, 2007.
25. Defendants made the aforementioned representations regarding the purchase of Ecu 8 which were relied upon and which induced the Plaintiffs to enter into this agreement.
26. However, after Plaintiffs had transferred their horses and money to Defendants, Defendants either failed to perform their obligations as per the terms of agreement or fraudulently represented Ecu 8's purchase price, condition and/or abilities.
27. Ecu 8's value never came near the 600,000€ as represented by Defendants.
28. Moreover, Plaintiffs eventually learned that Defendants paid nowhere near the 450,000€ for Ecu 8 that Defendants represented they paid.
29. Defendants misrepresented Ecu 8's true value/purchase price in an effort to induce Plaintiffs to give up Deveraux, Walsingham and 150,000€.
30. In or about September, 2008, the Defendants presented to the Plaintiffs terms for the purchase of another horse known as Florence 115 which included various terms including the trade of Ecu 8 as consideration. (Exhibit B).
31. Once again, Defendants represented that Florence 115 was a proven show horse with a winning record and reputation.
32. Defendants advised Plaintiffs to use their 55% share in Ecu 8 to purchase a 40% share of Florence 115 who Dr. Parra valued at and/or represented he paid 585,000€.
33. The Agreement presented by Defendants stated that the purchase of Florence 115 is being funded from the proceeds received from the trade Ecu 8.
34. The Dr. Parra valued Florence 115 in excess of625,000€.
35. Prior to the execution of the Agreement, on September 16 and 17, 2008, Defendants represented that the purchase price of Florence 115 is 585,000€ with the purchaser taking 400,000€ for Ecu 8 and with Dr. Parra paying an additional 185,000€ plus shipping, vetting and commission, totaling 625,000€. (Exhibit B).
36. Defendants made representations regarding the purchase of Florence 115 which were relied upon and which induced the Plaintiffs to enter into this agreement.
37. Again, Defendants represented that they would contribute in excess of 200,000€ toward the purchase of Florence 115.
38. In accordance with the Agreement, Plaintiffs presented Ecu 8 for trade and abided by all terms as per the agreement. (Exhibit C)
39. A bill of sale was issued by Defendants dated September 15, 2008.
40. According to the bill of sale, upon the subsequent sale of Florence 115 by Plaintiffs and Defendants, Plaintiffs was to receive the first 250,000€ of the sale proceeds.
41. Again, Defendants did not perform their obligations as per the terms of the agreement.
42. Hereto Plaintiffs eventually learned that Defendants received nowhere near the 400,000€ for the trade of Ecu 8.
43. Again, Plaintiffs eventually learned that Defendants paid nowhere near the 585,000€ for Florence 115 that Defendants represented they paid.
44. Since March of 2010, Plaintiff received no updates or veterinary reports regarding Florence 115, nor was Plaintiffs kept apprised of Florence 115's health developments as required by the contract.
45. In March of 2010, Plaintiffs received veterinary reports performed on behalf of Great American Insurance noting that Florence 115 suffers from colic and a displaced colon.
46. Shortly thereafter, Defendants contacted Plaintiffs and stated that Florence 115 is seriously ill and going to die.
47. In January 2012, after Plaintiffs declared Defendants in breach of their contracts and the matter was in litigation, Defendants represented that they had a prospective buyer for Florence 115 for 100,000€.
48. Defendants represented that "time was of the essence" and gave Plaintiffs less that a half-day to decide.
49. At this time, Florence 115 was located in a stable in Germany in the custody of Arndt Erben.
50. Defendants requested Plaintiffs' consent to sell Florence 115 or 100,000€.
51. Defendants represented that if Plaintiffs did not agree to the sale that they would be in violation of their duty to mitigate their damages and threatened Plaintiffs with baring the responsibility for the costs attributable thereto
52. Immediately in response thereto, Plaintiffs agreed to provide their consent, solely in an effort to mitigate their damages, subject to conditions including, but not limited to, receiving the sale documents, the identity of the buyer and inspecting Florence 115 prior to the sale.
53. Defendants complied with none of these conditions.
54. Also, in immediate response thereto, Plaintiffs, in January of 2012, put Defendants on notice of another condition of the sale of Florence 115, reserving their rights under "Paragraph B" of the contract that provided them the first 250,000€ of the sale proceeds from the sale of Florence 115 should Defendants attempt to "unload" Florence 115 for below her market value.
55. Plaintiffs received no contact regarding the status of the sale of Florence 115 from Defendants in January, February, March or April of 2012.
56. Plaintiffs received no contact whether their conditions regarding the sale of Florence 115 were complied with from Defendants in January, February, March or April of 2012.
57. Plaintiffs inquired of Defendants as to the status of the sale of Florence 115 in January and March of 2012.
58. Defendants did not respond.
59. In the interim however, Plaintiffs learned that on January 18, 2012, Florence 115 was actually sold by Defendants for 180,000€ to Mathias Kreig in Germany.
60. Pursuant to an Order of the Court, Defendants were required to place all sale proceeds from the sale of Florence 115 in escrow. (Exhibit D).
61. Having heard nothing from Defendants for over four (4) months, on May 10, 2012, Plaintiffs inquired as to the status of the 180,000€ sale proceeds being placed into escrow.
62. In response thereto, Defendants represented and provided documentation that Florence 115 was sold to Stephanie Trappe, an employee of Arndt Erben, on January 25,2012 - seven (7) days after Florence had already been sold to Mr. Kreig on January 18, 2012 for almost double the price. (Exhibit E).
63. Thus, on May 10, 2012, Defendants, for the first time, informed Plaintiff that Florence 115 had been sold on January 25, 2012, four (4) months earlier despite being asked for this information no fewer that four (4) times since January 10, 2012 and in doing so misrepresented and falsified the actual identity of the buyer, the actual sales contract and submitted documentation in support of a "sham sale" in an attempt to defraud Plaintiffs out of 180,000€.
64. During these events, Defendant Katie Riley was an agent, servant and/or employee of Defendants Cesar Parra and/or Piaffe Performance, Inc.
 
 
COUNT I - BREACH OF CONTRACT

1. Plaintiffs hereby incorporate by reference the preceding and subsequent
paragraphs as if they were fully set forth at length herein.
2. Plaintiffs entered into various contracts (hereinafter "Contracts" or "Agreements") with Defendants, Parra and/or Piaffe, Inc., whereby Plaintiffs, for consideration paid, in exchange for the purchase of an ownership percentage of certain horses.
3. Plaintiffs performed all obligations pursuant to the Contract.
4. Defendants have undertaken a course of conduct resulting in breach of said Agreements and causing damage to Plaintiffs.
5. Defendants have failed to allow Plaintiffs to participate in the making of major decisions as required by the Contracts.
6. Defendants have failed to identify Plaintiffs as an owner of the aforementioned horses and have failed to provide Plaintiffs with documentation as required by the Contracts.
7. As a direct and proximate result of Defendants' breach of their contractual obligations, Plaintiff has been and continues to be damaged.

WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT II - BREACH OF CONTRACT- COVENANT OF GOOD FAITHPERSONAL LIABILITY

8. Plaintiffs hereby incorporates by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
9. Defendant Parra, committed the acts outlined above, without good faith and honesty of intent and purpose as is required by agents of a corporation in order for such agents to be shielded from personal liability for acts taken on behalf of a corporation.
10. Defendant Parra is individually liable for Plaintiffs damages as he did not represent Piaffe Performance, Inc. in good faith with an honesty of intent and purpose. 
11. As a further result of Defendant Parra's, breach of contract, Plaintiff will suffer losses.
12. Plaintiffs assert that the absence of good faith on behalf of Defendant Parra, as outlined herein, the alter-ego doctrine applies to Defendant Parra, as corporate officers piercing the corporate veil and subjecting Defendant to personal liability, finding that Defendant Parra is the alter-ego of Defendant, Piaffe Performance, Inc., and holds Defendant Parra, individually liable for the damages noted above.

WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT III - MISREPRESENTATION

13. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
14. At all times material to the events described in this Civil Complaint, Defendants, Parra and Piaffe Inc., represented to Plaintiffs certain material facts upon which Plaintiffs relied in entering into contracts with Defendants.
15. Defendants, self-proclaimed experts m the buying and selling of horses, intentionally grossly overvalued and/or misrepresented the prices of the aforementioned horses in the horses purchase, sale and trade in an attempt to defraud Plaintiffs.
16. Defendant intentionally submitted false and fraudulent documentation in furtherance of these transactions.
17. Said representations made by Defendants, Parra and Piaffe Performance Inc., were material to the transaction at issue.
18. Defendants, Parra and Piaffe, made said representations with the intent to mislead Plaintiffs into entering into the contracts for purchase/trade/sale of the subject horses.
19. Plaintiffs justifiably relied upon Defendants' misrepresentations when entering into the contracts and when performing her obligations pursuant to the terms of the contracts.
20. Plaintiffs' reliance upon Defendants' misrepresentations has resulted in damages, as specifically set forth herein, including interest and penalty charges.

WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT IV - MISREPRESENTATION- COVENANT OF GOOD FAITH-PERSONAL LIABILITY

21. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
22. Defendant Parra committed those acts outlined above, without good faith and honesty of intent and purpose as is required by agents of a corporation in order that such agents be shielded from personal liability for acts taken on behalf of the corporation.
23. Defendant Parra is individually liable for Plaintiffs damages as he did not represent the corporation in good faith and with an honesty of intent and purpose.
24. As a further result of Defendant Parra's, breach of contract, Plaintiff will suffer losses.
25. Plaintiffs assert that the absence of good faith on the behalf of Defendant Parra as outlined herein, the alter-ego doctrine applies to Defendant Parra, as a corporate officer piercing the corporate veil and subjecting Defendant to personal liability, finding that Defendant Parra is the alter-ego of Defendant, Piaffe Performance, Inc., and hold Defendant individually liable for
the damages noted above.

WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT V - PIERCING THE CORPORATE VEIL

26. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
27. All acts of impropriety herein asserted by Plaintiffs against Defendants, Piaffe Performance, Inc., have occurred at the direction of the individual Defendant Parra.
28. Through his corporation, Piaffe Performance, Inc., and independent thereof, Defendant Parra, stood to financially benefit by engaging in the acts of impropriety as described herein.
29. Through his corporation Piaffe Performance, Inc., and independent thereof, Defendant Parra has failed to respect the corporate formalities and has transferred assets without fair and due consideration, and without abiding by the terms of the subject matter contracts, all for the purpose of depriving Plaintiffs of their ownership interest in the subject matter horses and
to further deprive her of her interests and rights pursuant to the contracts.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief-this Court deems just and proper.

COUNT VI - COMMON LAW FRAUD

30. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
31. Defendants, Parra and Piaffe Performance, Inc. and perhaps others, fraudulently transferred/converted Plaintiffs assets which are the subject of the contracts at issue and knowingly offered fraudulent documentation with the intent to defraud Plaintiffs of their investment in, and subsequent profits from, the purchase and sale of the subject matter horses under the terms of the contracts.
32. Said actions and conduct of Parra and Piaffe Performance, Inc., jointly and severally, as averred herein, have proximately caused damages to Plaintiff.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT VII - CONSUMER FRAUD

33. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
34. Defendants hold themselves out to the public as experts in the sale, training and evaluation of horses.
35. Defendants guarantee their results.
36. Defendants offered both their services and goods to the public.
37. In or about January 2007, September, 2008 and January of 2012 Defendants Cesar Parra, through Piaffe Performance, Inc., made certain misrepresentations, provided false documentation and intentionally misled Plaintiffs regarding purchase/sale/trade values of horses.
38. The Defendants did not perform their obligations as per the terms of agreement and instead took Plaintiffs' money and horses in exchange for horses that Defendants, as experts, intentionally and grossly overvalued and/or undervalued to Plaintiffs' detriment.
39. Plaintiffs have sustained an ascertainable loss as a result of Defendants unconscionable commercial practices, including but not limited to the difference in the aforementioned horses actual sales/trade/purchase values and those as misrepresented by Defendants.
40. Plaintiffs allege that the Defendants have engaged in unconscionable commercial practices in violation of the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-2.
41. Plaintiffs seek damages on this Count pursuant to N.J.S.A. 58:8-19 for all damages sustained by Plaintiffs.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, attorney fees and costs, treble damages and any other relief this Court deems just and proper.
 
COUNT VIII - CONVERSION

42. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
53. Defendants have deprived Plaintiffs of the possession of property without legal justification and without Plaintiffs' consent.
54. Plaintiffs are unable to determine the exact amount converted by Defendants of the Defendants' refusal to permit Plaintiff full access to the relevant financial records Defendants.
55. Defendants have refused Plaintiffs' numerous demands for their rightful share of the net profits and thus have evidenced their intent to exercise control over the profits rightfully belonging to Plaintiffs.
56. The actions of Defendants were outrageous, intentional and malicious so as to justify an award of punitive damages.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT IX - BREACH OF WARRANTY

57. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
58. Plaintiffs entered into the Contracts with Defendants. Defendants represented that they "guarantee" all the horses that they sell.
59. Based upon Defendants' conduct set forth herein, Defendants jointly and severally breached their implied and expressed warranties to Plaintiffs.
60. Plaintiffs have performed all conditions proceeding to recovery based upon such breach.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT IX - BREACH OF WARRANTY

57. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
58. Plaintiffs entered into the Contracts with Defendants. Defendants represented that they "guarantee" all the horses that they sell.
59. Based upon Defendants' conduct set forth herein, Defendants jointly and severally breached their implied and expressed warranties to Plaintiffs.
60. Plaintiffs have performed all conditions proceeding to recovery based upon such breach.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendants, Cesar Parra, Katie Riley and Piaffe Performance, Inc., jointly and/or severally, for damages, plus interest, fees and costs and any other relief this Court deems just and proper.

COUNT X - JOHN DOE AND XYZ CORPORATE ENTITIES DEFENDANTS

61. Plaintiffs hereby incorporate by reference the preceding and subsequent paragraphs as if they were fully set forth at length herein.
62. Defendants, John Doe, 1-5, (a class of fictitiously named defendants,) and XYZ Corporate Entities (a class of fictitiously named defendants) upon information and believe have assisted the previously named Defendants in defrauding Plaintiffs.
 
WHEREFORE, Plaintiffs, Dr. Jackson Morgan and Carolyne Morgan, demand judgment against Defendant s, Parra, Riley, Piaffe Performance, Inc. and John Doe, 1-5 and XYZ Corporate Entities as follows:
 
A. Awarded treble damages against the Defendant in favor of the Plaintiff
pursuant to N.J.S.A. 56:8-19;
B. Awarding the Plaintiff counsel fees, expert fees, disbursement and costs
incurred in this litigation;
C. Order such further relief as this Court deems just and equitable.
 
By Anthony P. Seijas, Esquire
 
 Dated: October 12, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Case settled for undisclosed amount to Plaintiff.
Plaintiff did not sign confidentiality agreement.
 
 

 

Cesar Parra “Mentally Anguished”  

 
 
 
 
 
 
 
 
 
 
 
 
 
 

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