FORT MYERS – Despite a motion to dismiss, a breach of contract disagreement over firearm distributors will continue in the U.S. District Court Middle District of Florida’s Fort Myers Division.
U.S. District Judge Sheri Polster Chappell granted in part and denied in part the defendants’ motion to dismiss on March 5.
ZSR Patalayici Sanayi A.S. sued Sarac Distributors LLC, Yavex LLC and Matthew Sarac after the defendants allegedly failed to make good on an oral agreement to pay off $1.6 million in gun ammo that it purchased from Turkish company Yavascular A.S. Sarac (YAS). Sarac allegedly paid $300,000, but then didn’t pay the remaining balance. As YAS’ successor, ZSR sued over allegations breach of contract, promissory estoppel and an alter ego theory to pierce the corporate veil.
U.S. District Court Judge Sheri Polster Chappell
| openjurist.org
Chappell disagreed with Sarac’s arguments that ZSR’s claims as a successor-in-interest fall short and that the state won’t acknowledge ZSR’s ownership.
ZSR alleged in its lawsuit that it’s the successor in interest to YAS and explains how it landed in the role from assets and accounts receivable to legal claims. Accepting this as true, the court deemed that ZSR properly showed it’s a successor to YAS. As for Sacar’s claim that Florida won’t recognize that ZSR is the owner after Sarac said the government in Turkey illegally captured and sold YAS, Chappell ruled in favor of ZSR.
“...Sarac’s argument falls short because it relies on allegations well outside the complaint with no support," she wrote. "Perhaps Sarac can challenge ZSR’s interest after the benefit of discovery. But again, at this stage, the court must accept the complaint as true and limit the analysis to its well-pled facts.”
Sarac also said the case should be dismissed for failure to state a claim under the statute of limitations. ZSR insists its lawsuit came within the four-year statute of limitations. While Sarac objects to ZSR’s argument that the clock began running in 2016, it uses emails that are “outside the four corners of the complaint,” according to the opinion. ZSR challenges whether the emails ZSR presents are valid, “so the court cannot rely on those documents without converting this into summary judgment,” wrote Chappell.
She also determined that ZSR sufficiently pleaded promissory estoppel, but dismissed the veil-piercing claim, agreeing with Sarac that it isn’t an independent claim.
Sarac’s motion to strike exhibits presented was denied as well.