UNITED STAT ES DIS TRICT COURT F OR THE DIS TRICT OF COLUM BIA

______________________________________ ) DANIEL LOZINSKY, ) ) P laintif f, )

) Civil Action No. 07-377 (JD B) v. ) ) GEORG IA RESOURCES ) MANA GEM ENT, LL C, et al., )

) Defendan ts. ) ______________________________________)

F INDING S OF F ACT AND C ONCLUSIONS O F LAW I n early 2006, Daniel L ozins ky

invested $180,000 in Global MethanePartners, Inc. (" Global Methane ") and Ge org ia Resourc es Mana g ement, LL C ("G eorg ia Resourc es" ), companies involved in e x trac ting a nd selling me thane in the Ukr aine a nd the Republic of Geor g ia. Dissatisfied with his investment, L ozins ky asked f or his money

back. When the two companies r efuse d, L ozins ky sued them for

unjust enrichment. Ge org ia Resourc es, conte nding that L ozins ky

rene g ed on a c ommitm ent to invest an additional $165,000, has c ounterc laimed for promissory

estoppel. The Court he ld a two-day bench trial on J une 17-18, 2010. U pon consideration of the testimony and exhibits prese nted at trial a nd the par ties' proposed f

indings of fac t and conc lusions of law, and ha ving ma de cr edibilityfinding s as nec essar y to resolve a ny materia l discrepa ncies in the re levant testimony , the Court makes the f ollowing f

indings of f

act and conc lusions of law.

-1-F INDING S OF F ACT 1

1. I n mid-Fe bruary

2006, Daniel L ozins ky

met with J ohn Onufra

k and He rman Hohauser - - Global Methane ' s manag ing dir ector and princ ipal investor, re spectively -- to discuss a potential investment in that company . See Tria l Tr. (" Tr." ) 71:15-72:22 (L ozins ky ). The 2 three men also discussed a potential investment in Georg ia Resourc es, a c ompany which was to be " cre ated just for the purpose of rec eiving Mr. L ozins ky ' s investment." Tr

. 270:20-271:1 (Onufr ak); see Def s.' Proposed Finding s of Fa ct and Conclusions of L aw (" Def s.' Proposed Finding s") [Docket Entry 51], at 8-9 (" [Georg ia Resourc es] was intended by

Def endants to havebeen an entity cre ated spe cifically

for the pur

pose of funding and oper ating [Global Methane' s] bus inesses in the Republic of G eorg ia. It was

never formally cre ated a nd does not leg ally exis t as an indepe ndent entity .")

. 2. At this meeting, O nufra k and Hohauser e x plained to L ozins ky the companie s' plans to

remove methane g as fr om coal mines in the Ukraine and the Re public of Ge org ia, see Tr.75:18-20 (L ozins ky ), which the companies w ould then sell, see Tr . 77:14-21 (L ozins ky ). They

described projec ts they

intended to deve lop, including planne d pilot

The Court' s findings of

fac t are based on the testimonyof Da niel L ozins ky , Michae l 1 Mannix , Ernest Stern, a nd J ohn Onufra k, as we ll as on the exhibi ts and deposition transcripts introduced at trial. These f indings discuss only

the evidenc e nec essary

to the Court's le g al analy sis. W here the parties have pr esente d conflicting evidenc e, the Court will make c redibility determinations as relevant to resolve the pa rties' claims. As a g ener al matter, how ever , the Court found Mannix credible, L ozins ky cre dible on most matters, Onufra k not cre dible on sever al key issues, and Stern' s testimonylarg ely unhelpful, since herec alled fe w spec ifics. Onufra k has worke d with Global Methanesince the e arly - to mid-1990s, see Tr . 253:5- 2 25 (Onufr ak), a lthough the c ompany was only formally incorporated in "may

be 2003 or ' 5," T r. 206:13-14 (Onuf

rak) . Onufra

k was wor

king f ull-time for Global Metha ne at a ll tim es re levant to this action. See Tr. 272:25-273:2 ( Onufra k). Hoha user ha s been G lobal Methane ' s primary investor since its inception in the 1990s. See Tr . 254:1-3 (Onuf rak)

. -2-prog rams in two Ukrainian coal mines. See Tr. 77:12-13 (L ozins ky ); 126:24-127:18

(L ozins ky ). They

told L ozins ky

that, in support of these two anticipated pilot projects, the Over seas Private I nvestment Corporation (" OPI C"), a U.S.-g overnme nt ag ency bank, was pre pare d to loan $15.3 milli on to a consortium in which Global Me thane ha d an interest. See T r. 75:25-76:6 (L ozins ky ); 77:6-15 (L ozins ky ). And they prese nted L ozins ky with a Project Information Memorandum that this consortium had prepar ed for OPI C in support of its l oan application. See Def s.' Ex . 2 (Project Information Memorandum) ; Tr. 136:11-137:25 (L ozins ky ); 213:3-9 (Onuf rak) ; 233:9-21 (Onufr ak). 3. Onufra

k and Hohauser insisted to L ozins ky that they neede d an investment rig ht away , as they wer e just about to leave on a business trip. See Tr . 74:8-12 (L ozins ky ). L ozins ky committed to invest at least $40,000. See Tr. 74:13- 17 (L ozins ky ); 129:5-18 (L ozins ky ). 4. A day

or two af ter this initial meeting, L ozins ky wired a $40,000 investment in defe ndants to Vancom F inancial Ser vices, Inc., a c ompany wholly owned by

Hohause r. 3 See Tr. 76:19- 23 (L ozins ky ); 238:23-239:1 (Onufr ak); De fs.' Ex . 3 (Wire Transfer Details). 5. One we ek later , following further conver sations with Onufrak and Hohause r, L ozins ky wired V ancom a n additional $40,000 investment in defendants. See Tr. 130:12-14 (L ozins ky ); 216:3-20 (Onuf rak) . L ozins ky

wired O nufra

k another $50,000 payment in

The e vidence is conflicting as to whethe r this $40,000 was intended a s an investment in 3 Global Methane , Geor g ia Resourc es, or both. It is also unclear prec isely what per centa g e of the companies that Onufra

k told L ozins ky , and L ozins ky believed, he would rec eive f or his money

. The same is true for subse quent investments that L ozins ky made. The se issues do not aff ect the Court's le g al ana ly sis, however , which turns on the f act of L ozins ky ' s investment, and not its terms. -3-mid-Marc h, see Tr . 90:15-18 (L ozins ky ), and a final $50,000 investment in mid-April. See Tr. 76:21 ( L ozins ky ). 6. All of L ozins ky ' s $180,000 investment went to Global Methane ; none went to Ge org ia Resource s. See Tr. 272:5-11 ( Onufra k). Global Methane used this money to pay salarie s -- including Onufra

k' s -- a nd other e x penses. See Tr. 272:12-24 (O nufra k); 292:22- 293:19 (Onufr ak). 7. At some point during the spring of 2006, L ozins ky committed to invest an additional $165,000 in Georg ia Resourc es. See Tr . 153:5-6 (L ozins ky ); 223:25-224:10 (Onufr ak). Onufra k testified that, base d on this promise, he repr esente d to Georg ia' s minist ries of

ener g y and the e nvironment that the company "w ould be suffic iently

capitalized to g o forwa rd" with a methane extraction project in Ge org ia. Tr. 224:13-12; Tr . 241:20-242:1. 8. Shortlybefor e L ozins ky ' s final wire transfe r in mid-April, Onufr ak told him that the OPI C loan -- whic h L ozins ky had expected to be finalized in the middle of May -- wa s being delay ed. See T r. 134:22-135:19 (L ozins ky ). L ozins ky g rew suspicious and hired an attorne y , Michae l Mannix , to investigate his investment. See Tr. 20:20-22 ( Mannix ) (" [O] ur initial task was to understa nd the nature of the investment and the nature of the companies that were involved in those two endea vors." ); 44:20-21 (Mannix) (" [L ozins ky ] provided me w hateve r he ha d, which I think, if I reme mber at the time, was nothing , and asked me what he should do." ). 9. Mannix wrote to Ernest Stern, def endants' attorney

who had se t up the initial meeting betwee n L ozins ky , Onufra k, and Hohauser. He stated that L ozins ky had hire d him "to revie w his potential investment in [ Global Methane and Ge org ia Resourc es]," and

-4-explained that his "g oal is to determine the c ircumstance s of ea ch compa ny and the terms under w hich [L ozins ky ] m ight be willing to make an additional investment." Pl.' s Ex . 1 (" Mannix L etter" ), at 1. To this end, Mannix asked Stern f or a numbe r of doc uments 4 relating to the two c ompanies, including certificates of incorporation, by laws, off icer and direc tor lists, financial statements, a c opy of the OPI C funding a

pplication, and " [a] ny other doc ument that is significant to the business." See id. at 1-2. 10. Mannix followed up on this reque st with severa l phone ca lls. S ee T r. 22:22-23:7 (" I spoke with Erne st St ern on a number of oc casions, and I ' m going to call it may be thre e or four oc casions as a

minimum . . . with a view towa rds attempting to understand the transac tion and g et documents." ). He also sent Stern ema ils. I n one he w rote, " Ernest, Can y ou please let me know how our document re quest is coming? As y ou know, we have not r ece ived anything y et and I will not be able to help Daniel in his decision making until we rec eive the r equeste d information." See Pl.'s Ex. 7 (May 19, 2006 email from Mannix to S tern). 11. Mannix testified that, in response to his requests, def endants provide d "dribs and drabs of some documents that we re une x ecute d or we re in dra ft form or may be didn' t refle ct what [L ozins ky ] was telling [Mannix ] t he tra nsaction wa s." Tr . 21:14-20. Mannix s tated that he " had a numbe r of pointed phonecalls with [S tern] where [he] was ve ry clea r about the

Although Mannix ' s letter to Stern is dated F ebrua ry 23, 2006, the Court finds that it was 4 instead sent in April 2006. Mannix onlybeg an wor king f or L ozins ky

around A pril. See Tr. 35:22-36:4-9 (Mannix). And both Mannix and L ozins ky believed the date on the le tter to be a typo. See Tr. 25:11- 25 (Mannix); 38:19-22 (Mannix ); 81:6-16 (L ozins ky ) (" Q: Okay . So do y ou think the true date is later in time than Fe bruary 23? A: Yeah. I

think end of April or something like that.")

. -5-fac t that [ he] wasn' t seeing any thing that wa s repr esentative of what had alre ady happene d in the transac tion in an executed, complete, doc umented history of the tra nsaction." Tr. 49:9-17; see a lso Tr. 33:17-34:18 (Mannix). "[C] erta inly there was not a sig nificant response at any

time to [ his] reque st." Tr . 21:19-20 (Mannix); see also Tr. 21:21- 23 (Mannix); 24:5-24 (Mannix ). Def endants dispute Mannix's testimony conce rning their produc tion of documents to L ozins ky . Specifica lly , defe ndants rely on a Jul y 2006 email, wher ein Stern wrote to Mannix that defe ndants had pre viouslyprovided " convertible notes to refle ct Mr. L ozins ky ' s promised investment [i n defe ndants], a Convertible Note Purcha se Ag ree ment betwee n our clients, the c ertified c opy of [Global Methane' s] certificate of incorpor ation, the filed Articles of Or g anization of [Georg ia Resourc es], the By laws of [Global Methane ], t he Ope rating Ag ree ment of [Georg ia Resourc es] and [a] stock ce rtificate for 750 share s of [Global Methane]." Pl.' s Ex . 11 (Jul y 10, 2006 email from Stern to Mannix ), at 1; see also Tr. 190:18-191:8 (Stern) ; Pl.'s Ex. 7 (May 19, 2006 email from Stern to Mannix ) (stating that Geor g ia Resourc es' s operating a g ree ment had bee n attache d to a prior e mail). Onufr ak also testified that documents wer e provide d in response to Mannix ' s reque st, although he could not reme mber a ny specific s. See Tr. 267:9-269:7. The Court ac cepts Mannix's de scription of def endants' document produc tion. For one, Mannix -- whom the Court found to be a cre dible witness -- e x plicitlydisputed Stern' s J uly

10 email. See Tr . 28:4-8 (Mannix) (" Q: Now, at the time that y ou rec eived this [ J uly 10, 2006] email, had y ou ever rec eived a ny

documentation in re sponse to y our letter . . . ? A: Not that I

can r eca ll, and certainly

if I did rec eive a ny thing, it wasn' t

-6-substantial and it wasn' t executed." ); see a lso Tr. 31:10-14 (Mannix) (all the docume nts

he re ceive d "w ere either unr esponsive or didn' t refle ct the tra nsaction as much a s they ref lected a future tr ansac tion, or were an attempt to document what had pre viouslybeen done with the money . There was nothing that was e x ecute d.") . Moreove r, Mannix's testimonywas c orrobor ated by the evidenc e at tria l: of the documents re fer ence d in Stern' s J uly

10 email, only

two wer e produc ed at tria l -- the stock c ertificate and the Convertible Note Purc hase A g ree ment -- and neither w as executed. N or did defe ndants introduce any

other doc uments alleg edly provided to Mannix. Finally , the Court discounts the repr esentations made in Stern' s J uly 10 email. That e mail states that defe ndants had pre viously disclosed to L ozins ky

"thefiled Article s of Org anization of [Georg ia Resourc es]" and " the Oper ating Ag ree ment of [Georg ia Resourc es]." B ut Onfura k testified that Geor g ia Resourc es wa s never formally incorporated, and that he was not aw are of the c ompany having any

corpor ate doc uments. See Tr. 271:7-17. O n the whole, then, Mannix and L ozins ky are cre dible on the document pr oduction issue, while Onufr ak and, w here materia l, Stern are not. 5 12. Neither

Global Methane nor Ge org ia Resourc es eve r memorialized L ozins ky ' s investment or transf err ed to him any

interest in the compa nies. Def endants' evidenc e to the contr ary is simpl y not cre dible. Def

endants ha ve off

ere d the above -mentioned Convertible Note Purchase Ag ree ment and stock c ertificate as e vidence that they did memorialize L ozins ky ' s investment. But the Convertible Note Purcha se Ag ree ment is a draf t

Stern' s testimonyreg arding the provision of due dilig ence documents wa s g ener ally 5 unhelpful. He consistently failed to re call what, if any , documents we re pr ovided in response to Mannix ' s reque sts. See, e.g ., Tr. 161:3-8; 171:3-11; 173:11-14; 179:19-25. -7-ag ree ment reg arding a futureinvestment, not the money L ozins ky had alr eady

provided. See De fs.' Ex . 8 (Convertible Note Purchase Ag ree ment); Tr. 186:3-9 ( Stern). And the stock ce rtificate , which ostensibly ref lects the issuanc e of 750 sha res of Global Methane to L ozins ky , is neither sig ned nor e x ecute d. I ndeed, O nufra k, who ag ree d that he wa s "the principal c ontact betwe en [Global Methane] and Mr. L ozins ky ," T r. 284:13-15, testified that prior to trial he was not aw are of L ozins ky ever rec eiving any

stock for his investment, see Tr . 279:23-280:8. The Court doubts that the stock ce rtificate ref lects any owner ship by

L ozins ky in Global Methane for a n additional rea son. At trial, defe ndants produce d an undate d stock ledg er r efle cting that L ozins ky ' s 750 share s repr esente d 5 perc ent of Globa l Methane' s outstanding stock. SeeDef s.' Ex . 7 (Stock L edg er) . But the le dg er indicates that, on the same day that Global Methaneissued L ozins ky his 750 shares, it also issued 13,950 share s to Vancom F inancial Ser vices. See id.; see also De fs.' Ex . 6 (unsig ned, unexecuted stock c ertificate for V ancom) . The Court finds this suspicious. Vancom is the majority

owner of Global Methane and ha s been since "substantially befor e May

of 2006." T r. 196:5-9 (Stern) ; see a lso Tr. 238:14-22 (Onuf rak) . And while Global Methane had issued stock a s early as 2003, it had neve r pre viously issued any

to Vancom. See Tr. 202:4- 9 (Stern); Stock L edg er. It is odd, then, that y ear s after Vanc om's initial investment, Global Methane only issued it stock -- in an a mount repre senting over 90 perc ent of Globa l Methane' s share s -- on the sa me date that it allege dly issued a stock

certificate to L ozins ky

. 13. Towar ds the end of May , L ozins ky asked O nufra

k to return his $180,000. See Tr . 98:19-

-8-99:2 (L ozins ky ). Ac cording to L ozins ky , Onufra k ag ree d to repay

him. See Tr. 99:9-10 (" Okay . We'll put it into action. That was his words [sic]."). Onuf rak de nied eve r making such a pr omise. See Tr. 229:15-16 ( "Q : Did y ou promise him he could havehis money back? A: No."). CONCLUSIONS OF LAW I. Lozinsk y's claimfor un just enrichm ent "U njust enrichment occ urs when a person r etains a be nefit (usua lly money ) which in justice and e quity

belong s to another." 4934, I nc. v. Dist. of Columbia Dep' t of Emp' t Servs., 605 A.2d 50, 55 (D.C. 1992). " ' In such a c ase, the rec ipient of the bene fit has a duty to make restitution to the other person if the circ umstances of its rece ipt or retention ar e such that, as betwee n the two per sons, it is unjust for the re cipient to reta in it.'" Pearline Pea rt v. Dist. of Columbi a Hous. Auth., 972 A.2d 810, 813 ( D.C. 2009) (quoting 4934, I nc., 605 A.2d at 55-56). To establish a c ause of

action for

unjust enrichment, a plaintiff must show that "(1) the plaintiff confe rre d a bene fit on the defe ndant; (2) the de fendant retains the be nefit; and (3) under the circ umstances, the de fendant's r etention of the be nefit is unjust." I d. "Aclaim of unjust enric hment does not requir e fault on the part of the r ecipient of the bene fit." 4934, Inc., 605 A.2d at 56. The Court e valuates L ozins ky ' s unjust enrichment cla im under the pre ponderance of the evidenc e standa

rd. See In re A cequia , I nc., 34 F .3d 800, 815 (9th Cir. 1994). 6 As an initial matter, def

endants a rg ue that " a contr act e x isted -- unc lear or not as to its 6 specific require ments -- a nd as such it is impossi ble, as a matter of la w, for Plaintiff to sustain a theory of unjust enrichme nt." De fs.' Proposed Finding s, at 13-14; seeEllipso, I nc. v. Mann, 460 F. Supp. 2d 99, 104 (D.D .C. 2006) (unjust enrichme nt unavailable " when ther e is an a ctual contra ct betwe en the pa

rties" ). Their

arg ument comes too late. D efe ndants filed both a motion to dismi ss and a motion for summary judgme nt in this case , but never sug g ested that a

contra ct (continued...) -9-The pa rties ag ree that Global Methane acc epted $180,000 f rom L ozins ky , and that it reta ins that sum. The pa rties dispute, of cour se, whe ther it is unjust for Global Methane to keep 7 L ozins ky ' s money . Acc ording to Global Methane , L ozins ky "e ntere d into a transac tion with the intention and mutual understanding that he wa s investing in De fendant [ Global Methane ]," and the company

"r easona bly and prope rly

treated the monies as an equity investment." D efs.' Proposed Finding s at 10, 12. L ozins ky maintains, on the other hand, that Global Methane g ave L ozins ky "nothing of value in return" for his investment. Pl.'s Proposed F indings of F act a nd Conclusions of L aw [Docke t Entry 54], at 9. L ozins ky has established, by

a pre ponderance of

the evidenc e, that it would be unjust for Global Methane to retain his investment. L ozins ky invested money

in Global Methanein order (...continued) 6 exis ted to prec lude L ozins ky ' s causeof ac tion. Nor did defe ndants move for judgme nt on this g round prior to or at trial. I nstead, de fendants raised this leg al theory for the f irst time in their post-trial proposed f

indings of f

act a nd conclusions of law -- a document to which L ozins ky had no opportunity

to respond. See K ey es v. Dist. of Columbia, 372 F.3d 434, 438 (D .C. Cir. 2004) (" Under the circ umstances, whe re the [defendant] has bee n denied a n opportunity to respond in its brief, the c ourt dec lines to consider the issue." ); see a lso Pantazes v. J ackson, 366 F . Supp. 2d 57, 67 n.2 (D.D.C. 2005) ( "Plaintiff ha s had no opportunity to respond to this arg ument, and the Court theref

ore may not gr ant summary

judgme nt on this basis."). I n any event, it is not at all clea

r that def endants ha ve met their bur den to establish that an enfor cea ble contra ct exist s betwee n the parties. See Jack Ba ker, I nc. v. Of fice Space D ev. Corp., 664 A.2d 1236, 1238 (D.C. 1995) ( "[T]he party asserting the e x istence of a contr act ha s the burden of proof on that issue." ). The te stimonyas to whethe r the pa rties ag ree d to the materia l terms of L ozins ky ' s investment -- and w hat those terms a re - - wa s often uncle ar and ambig uous, and neither

L ozins ky nor Onufr ak wa s particularly cre dible on this point . See Ea stBanc , I nc. v. Geor g etown Park A ssocs. I I , L .P., 940 A.2d 996, 1002 (D.C. 2008) (f or a c ontrac t to be enfor cea ble, its terms must be "c lear enoug h for the c ourt to determine w hether a bre ach ha s occur red and to identify

an appr opriate r emedy ")

. As noted above , Onufra

k' s undisputed testimonyis that L ozins ky ' s investment went 7 entirely to Global Methane , and not to Geor g ia Resourc es. Ac cording ly , L ozins ky did not confer a bene fit on Georg ia Resourc es, and the Court will award judg ment to Georg ia Resourc es on L ozins ky ' s unjust enrichment cla im. -10-to secure a stake in the company . But the e vidence indicates that Globa l Methane ne ver pr ovided

L ozins ky with any documents evide ncing such a stake . Global Methane never g ave him a written stock purc hase a g ree ment, or a sig ned, executed stoc k certificate. N or has Globa l Methane identified other e x ecute d documents that mig ht evidenceL ozins ky ' s ownership, such a s an oper ating ag ree ment. See Tr. 49:21- 24 (Mannix) ("[I ]f [ L ozins ky ] i s attempting to sec ure an equity interest in the compa ny , it would be in the form of be ing a party to the operating ag ree ment. I t would evidence his ownership." ). Indeed, Mannix cre dibly testified that despite his repeated re quests, neither G lobal Methane nor Stern provide d him with "anything that wa s repr esentative of what had alre ady happene d in the transac tion in an executed, complete, documented history

of the tra nsaction." Tr. 49:9-17. There is also no evidence that Global Methane actua lly transfe rre d any

interest to L ozins ky . Not only

are there no documents memorializing or ref lecting such a transfer , but in the four y ear s since L ozins ky asked f or his money

back, G lobal Methane -- whic h is stil l operating, se e Tr. 257:21- 258:5 (Onufr ak) ( Global Methanerec ently hired two indepe ndent consultants) -- has not treated L ozins ky as an ow ner of

the company

in any way . See De position of John Onufrak [Docket Entry 55], at 52:20-53:3 ("Q: Now , my understanding is that Mr. L ozins ky never rec eived a ny

share s of stock or any

membership intere st or any thing e lse in either Global Methane Partners or Geor g ia Resourc es Mana g ement; is that corr ect? A: To my knowledg e that' s corr ect." ); see also Tr. 279:23-281:13 (Onufr ak). Theevidenc e re veals, then, that Global Methane acc epted and used L ozins ky ' s money under the g uise of an inve stment, but provided L ozins ky

with nothing in re turn. Under these c ircumstance s, it would be unjust for Global Methane to retain L ozins ky ' s investment.

-11-The a bsence of docume nts in the recor d that would establish that Global Methane has

ever eng ag ed in business operations further c onfirms the Court' s conclusion that L ozins ky is entitled to his money

back. Mannix repe atedly soug ht documents relating to Global Me thane a nd its operations, but never

rec eived a ny thing e x ecute d. And except for the stock ledg er discusse d above, G lobal Methane did not introduce any documents at trial - - executed or not -- detailing its corpor ate or

owner ship structure, business re lationships, financial re cords, or anything e lse that might re veal the nature of the company . Nor did Global Metha ne off er doc uments -- such a s

rec eipts, bank re cords, or cre dit card state ments -- indicating how L ozins ky ' s investment was used for the company ' s benef

it. I ndeed, e ven the Projec t I nformation Memorandum submit ted to OPI C and g iven to L ozins ky does not mention Global Methane . Rather, this memorandum details projec ts that are sponsor ed in par t by Ukra ine Methane Partners, L L C, a g roup that Onufra k (without supporting doc umentation) testified include s Global Methane . See Tr. 231:17- 232:10. This complete abse nce of corpor ate doc uments is conspicuous -- e specia lly g iven the amount of testimony

both parties elicited a s to whether de fendants provided such doc uments to L ozins ky -- a nd further

supports the Court' s determination that Global Me thane ha s been unjustly enric hed. 8 II. Ge orgia Resourc es's counterc laim for prom issory estoppel Acc ording to Georg ia Resourc es, it rea sonably and detrimentally

relied on L ozins ky ' s promise to invest an additional $165,000, and it asks for L ozins ky to be held to that

Def endants sug g est that " L ozins ky is a sophisticated investor" who enter ed into this 8 transac tion with his ey es open. D efs.' Proposed Finding s at 11. L ozins ky ' s sophisti cation does not alter the Court' s analy sis, however : it is unjust for a c ompany to acc ept money

from any investor -- no matter how e x perie nced - - without providing some thing in re turn. -12-commitment. "In order to find a party

liable on a theory

of promissory

estoppel, there must be 9 evidenc e of a

promise, the promise must rea sonably induce r eliance upon it, and the promise must be relied upon to the de triment of the promisee ." Simard v. Resolution Trust Corp., 639 A.2d 540, 552 (D.C. 1994). A lso, "the the ory may be invoked only

when injustice other wise would not be avoidable ." K auff man v. I nt'l B hd. of Teamsters, 950 A.2d 44, 49 n.7 (D.C. 2008) (interna l quotation marks omitted). The Court nee d not linger on Geor g ia Resourc es' s counterc laim. Georg ia Resourc es " was intended by

Def endants to havebeen an entity cre ated spe cifically

for the pur

pose of f unding and operating [Global Methane ' s] bus inesses in the Republic of G eorg ia. It was neve r formally

cre ated a nd does not leg ally exis t as an indepe ndent entity ." D efs.' Proposed Finding s at 8-9. And the Court has c oncluded that it would be unjust for G lobal Methane to retain L ozins ky ' s money , as it never

memorialized L ozins ky ' s investment, and indeed the re is no docume ntary evidenc e that it has eve r eng ag ed in business operations. Given that Georg ia Resourc es is a nonexis tent offshoot of Globa l Methane, the n, there is no injust ice in permitti ng L ozins ky to esca pe from his promised investment. I ndeed, unde r these c ircumstance s injusti ce w ould result if L ozins ky wer e re quired to invest more mone y in defe ndants. 1 0 CONCLUSION

Both Globa l Methane and Geor g ia Resourc es initiallybroug ht this counterclaim. See 9 Def s.' Answer

[Docket Entry

12], ¶¶ 26-30. Def

endants' proposed f

indings make clea

r, howe ver, that only Geor g ia Resourc es is curr ently prosec uting it. See De fs.' Proposed Finding s at 14-18. At trial, L ozins ky

moved to dismiss this countercla im on the gr ounds that Georg ia 1 0 Resource s, as a non- exis ting c orporate entity , could not bring it. See Tr. 309:6-310:4. That may well be a sound arg ument. But g iven the Court' s conclusion that the counte rcla im fails on the merits, the Court need not r esolve it. -13-For the re asons detailed a

bove, the Court will awa

rd L ozins ky

judgme nt ag ainst Global Methane in the amount of $180,000. It will award G eorg ia Resourc es judg ment on L ozins ky ' s unjust enrichment cla im. And it will awa rd L ozins ky

judgme nt on Georg ia Resourc es' s counter claim for pr omissory estoppel. A sepa

rate Orde r ac companies the se F indings of F act a nd Conclusions of L aw.

/s/ J OHN D. B ATES United States District J udg e Dated: Septembe r 3, 2010

-14-