Free Statement - District Court of Arizona - Arizona

UNITED STATES DISTRICT COURT
DISTRICT OF ARIZONA
_ CASE NO. CIV 03 2353-PHX-DGC

CENTURY 21 REAL ESTATE CORPORATION,
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DARYUSH B. MOTLAGH AND JANE DOE MOTLAGH, HUSBAND AND WIFE;
INTEGRITY ASSURANCE, -
EXHIBIT TO CENTURY 21 REAL ESTATE CORPORATION’S: (1) RENEWED a
MOTION FOR SUMMARY JUDGMENT ON ITS BREACH OF CONTRACT
AND UNJUST ENRICHMENT CLAIMS; AND (2) MOTION FOR SUMMARY
JUDGMENT ON COUNTERCLAIMS
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Case 2:03-cv-02353-DGC Document 78-47 Filed O7/O7/2006 Page 1 of 3
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6 6 6 e 1616 N. Litchfield Road 1
~ Suite 240 6
‘ Goodyear, AZ 85338-1288 1 . §
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6 E
_ 6 November 23, 2003 _
6 · Delivered as email attachment to: - 66 6 _ 6 6 . _
_. KBONN ER@ FCL/\V\I.com p -
- 6 Kevin Boner, - -‘'i _
6 Fennemore Craig 6 _
- 6 · 3003 N. Central Ave. 6 I · · . 6 p 6 _ _ _ _
1 . sure 2600 I I e i
6 _ Phoenix, AZ 850122913 1 1
Re: Termination of Century 21 Franchise6Agre6ement {
6 6 Dear Mr. Bonner: 1 . _ 66 _ F
ca behalf of my clients Daryush Motlagh, individually, and Integrity Assurance, Inc., 1
acknowledge receipt of your letter of November 11, 2003 concerning an alleged unauthorized
‘ use of the Century 21 trademark. 1
First, on behalf of Integrity Assurance Inc., an Arizona corporation, we accept the action ofthe i
U.S. Banknrptcy Court in the Chapter 11 contested matter in which the debtor-was forced for
. A economic reasons to reject its claimed interest by assignment in the Hanchise agreement. The
_ corporation will cease and desist using, if it ever has, Century 2l's marks, copyrights, and
. trademark materials. A . 0 6 i
The situation with Mr. Motlagh is another; matter-. We have previously communicated with 1
you our desire to terminate the relationship with Century 21 Corporation on fair and equitable
grounds. Century. 21 Corporation has acceptedsubstantial sums of money fiom Mr. Motlagh 5
and has provided nothing in return. _. i
6 _ The franchise was sold to Daryush Motlagh and John Edmonds. Mr. Edmonds severed his
relationship with Mr. Motlagh long ago, and will have to make his gown determination whether
. he wants to assert any continuing interest in the contract. Century 21 sought to illegally
· tenninate the contract with Mr. Motlagh while he had an operative Chapter 7 bankruptcy. lt is
A our opinion that the putative termination was ineffective because Century 21 acted without
first seeking relief hom the automatic stay of the Bankruptcy Court. On or about March 25, i
2003, Judge Haines entered the order lifting the stay in Motlaghs Chapter 7 case sought by .
Century 21. This order allowed Century 21 to seek its remedies under the- contract, including
termination thereof However, since that date to the date of your letter of November 1 1, 2003, -
6 Century 21 has not, by required contract terms, sought to tenninate the contract. Therefore,
Phone: 623.34-4.7815 E-mail: [email protected], Fax: 1.888.267.35‘i3
BUSINESS LAW A COMMERCIAL 8. RESIDENTIAL REAL ESTATE LAW
Case 2:03-cv-02353-DGC Document 78-47 Filed O7/O7/2006 Page 2 of 3

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_ • Page 2 _ November 23, 2003
Mr. Motlagh hasproceeded to operate his business as usual, including use of the Century 21-
appproved trade name Century 21 Assurance Realty. p i
Since at least 1999, Century 21 Corporation, by and through some of its agents, employees
l and franchisees, have acted to impair Mr. l\/lotlagh's ability to perfonn his obligations imder
p _ the contract, and have interfered with his contractual relationships and prospective economic
S p r 0 2 advantage. They have disclosed Mr. M_otlagh's supposed confidential infonnation to a more Q
» favored franchisee,. and have generally acted to drive Mr. Motlagh out of business. Century 21 .
_ _ created an exclusive and mandatory means of receiving payment of royalty fees from
2 hanchisees called the CREST EDGE SYSTEM, and then lockedlvlr. Motlagh out- of that 2
2 p 2 ` system. Then they have the audacity to complain that they were not paid his royalty fees. They ·
have participated in publishing derogatory and defamatory information about Mr. Motlagh to
, this new agent recruits, tothe end of causing those agents of switch to thebrokerage of a more . 2
` favored h·anohisee. - S -
2 ` _ The facts of this case are a classic example of breaohof the implied covenant of good faith and
, 0 - 2 fair dealing judiciallyimplied in every Arizona [and New Jersey] contract. ln our opinion . - V
therearc several other potential causes of action that can be reasonably asserted against -
1 Century 21 Corporation and its more favored franchisee. The federal and state statutes that i 1
` _ you cite in your letter_ state that an iinunction may be obtained subject to the principles of
S . 2 -guity and upon such terms as the court deems reasonable. Century 2l Corporation will come i
into court with "dirty hands" and let the chips fall where they may! . _ I
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Notwithstanding the foregoing, and understandably, Mr. Motlagh has no desire to continue his
— relationship with Century 21 Corporation, but wants justice with regard to the monies
fraudulently and tortiously taken hom him. In the past we have communicated a written offer 0 i
, 2 by Mr. Motlagh to voluntarily terminate his contractual relationship upon refund to him of the
_ . sum of one-half ofthe franchise fee, $12,500.00, accompanied by a written release and waiver i
. of all other fees androyalties alleged to be owed by Mr. Motlagh for the years 1999, 2000, l _ l
‘_i· 2001, 2002 and 2003, during which time Century 21 Corporation reneged on its hanchisor
_ 2 - p obligations and actively attemptedto divert potential clients and agents from Mr. Motlaglrs i
1 business. a g2
- We submit that it is everyone's best interests to avoid expensive and time consuming litigation. i
As I am sure you are aware, Mr. Motlagh is struggling to maintain his business and has no 2 1 `
S 2 assets that can be taken by Century 21 Corporation in the event that it does obtain -a money
w judgment. Further,`he has a substantial investment in signs and advertising materials, andthere - l
will be substantial cost and time involved with replacing such materials. We are requesting I
that Century 21 Corporation entertain a reasonable settlement dialogue before it resorts to .
2 _- siaiganan; 2 Q - _ , 7 · i
p Thank you for your consideration. _
Sincerely, ‘
Don P. Williams
Don P. Williams
cc; Daryush Motlagh .
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