Jury and jurors – Equitable claims

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Where a plaintiff has brought legal and equitable claims, a jury should decide the legal claims for breach of contract, conversion, and fraud, but the parties have no right to have a jury decide the equitable claims or a counterclaim for breach of fiduciary duty, for unjust enrichment, and to reach and apply assets.

“The Court will exercise its discretion to decide on its own, without a jury, the equitable claims and counterclaim for breach of fiduciary duty, unjust enrichment, and to reach and apply assets. That means that the jury will only decide the legal claims for breach of contract, conversion, and fraud. If there is any evidence relevant only to the equitable claims but not to the legal claims, it may not be presented to the jury but instead will have to be presented to the Court separately after the jury has begun its deliberations. The parties must decide whether they wish to get a quick decision on the equitable claims by agreeing to have the Court resolve them by answering special questions, or whether they prefer to wait much longer for the Court to craft and issue detailed findings of fact. …

“The Court recognizes that it has broad discretion to grant a jury trial even where there is no right to a jury. …

“In the exercise of its discretion, however, the Court opts to hear and decide the remaining claims without a jury.”

Other issues

“Qianlong Cornerstone LLC (‘Qianlong’) and CPC Cornerstone 14 West LLC (‘14 West’) are the only members of CPC Cornerstone Development LLC (‘Cornerstone Development’). Qianlong and 14 West entered into a Limited Liability Company Agreement that defines their rights and obligations with respect to the business of Cornerstone Development. This LLC Agreement was signed by Ryan Sillery on behalf of 14 West and by Fan Du on behalf of Qianlong.

“Qianlong has asserted claims for breach of the LLC Agreement against both 14 West and Mr. Sillery.

“The Court finds and concludes that Qianlong cannot press its breach of contract claims against Mr. Sillery because he is not a party to the LLC Agreement. An agent that enters into a contract on behalf of a disclosed principle ‘does not become a party to the contract’ and thus cannot be held liable for its breach. … Though Sillery is the Managing Member of 14 West, that does not make him personally liable for a breach of contract by that entity. …

“Qianlong asserts direct and derivative claims for breach of fiduciary duty against both 14 West and Mr. Sillery. …

“The Court will construe the fiduciary duty claims as alleging that 14 West breached its fiduciary duty and that Sillery aiding and abetting those alleged breaches. …

“Finally, the Court agrees with Qianlong that Defendants waived any defense that part of the claims asserted are time-barred by not asserting that as an affirmative defense in their answer. …

“The Court will exercise its broad discretion to try without a jury all claims and counterclaims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and for the equitable remedy of reaching and applying assets. A jury will be empaneled to hear and decide Plaintiffs’ legal claims for breach of contract, conversion, and fraud.

“Since Ryan Sillery is not a party to the Operating Agreement of CPC Cornerstone Development, LLC, as a matter of law he cannot be held liable for any alleged breach of that contract. Plaintiff’s contract claims will proceed only as against CPC Cornerstone 14 West LLC.

“The Court will construe the claims for breach of fiduciary duty as alleging that 14 West breached its fiduciary duties and that Ryan Sillery aided and abetting the alleged breaches of fiduciary duty by 14 West.

“Defendants waived any defense under applicable statutes of limitation by not asserting that as an affirmative defense in their answer.”

Qianlong Cornerstone, LLC v. CPC Cornerstone 14 West LLC, et al. (Lawyers Weekly No. 09-005-25) (5 pages) (Salinger, J.) (Suffolk Superior Court) (Docket No. 2184CV02263-BLS2) (Jan. 23, 2025).

Click here to read the full text of the opinion.