WO IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA 

Fahad Al-Rajhi and Jood, Ltd., ) 

)

 Plaintiffs, ) 

) 

vs. ) 

) 

Mayfair Holdings, LLP, et al., ) 

) No. 2:18-cv-0581-HRH

 Defendants. ) 

_______________________________________) 

O R D E R

Motion for Leave to Amend

Plaintiffs move for leave to file an amended complaint to add Pitman Property

Management, LLP as a defendant.1 This motion is unopposed. 

Background

Plaintiff Fahad Al-Rajhi and defendant Mayfair Real Estate, LP formed Mayfair

Holdings, LLP, for the purpose of purchasing real estate in Arizona.2 Mayfair Real Estate is

alleged to be “solely controlled” by defendant Michael Evans.3 Mayfair Administration,

1Docket No. 42. 

2Complaint for Damages at 8, ¶ 25, Docket No. 1. 

3

Id.

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LLC, was the original manager of Mayfair Holdings.4 Mayfair Administration is owned by

defendants Stuart Horwich and Leon Dutkiewicz.5 Plaintiffs lent $2.5 million to Mayfair

Holdings.6 Plaintiffs allege that they have not been paid the interest that is due on these loans

and that Evans has borrowed money from the Mayfair entities in breach of various

agreements.7

Plaintiffs now move to amend their complaint to add Pitman Property Management,

LLP as a defendant. Pitman Property Management, which is owned by Horwich and

Dutkiewicz, allegedly entered into an Administration Agreement with Mayfair Holdings and

M & F Property Management. Mayfair Holdings is owned by Al-Rajhi and Mayfair Real

Estate. M & F Property Management is owned by Jood and Evans. 

Plaintiffs contend that pursuant to this agreement, Pitman Property Management was

to provide day-to-day bookkeeping, approve all checks and withdrawals from the Mayfair

Holdings’ bank accounts,retain accountants to prepare tax returns, approve interest payments

to the Mayfair lenders, and approve the corporate filings required by the Mayfair entities. 

4

Id.

5Declaration of Leon Dutkiewicz [etc.] at 2, ¶ 8, appended to Mayfair Administration,

LLC’s, Stuart Horwich’s, and Leon Dutkiewicz’s Motion to Dismiss for Lack of Personal

Jurisdiction, Docket No. 33. 

6Complaint for Damages at 11, ¶ 39, Docket No. 1. 

7

Id. at 12, ¶ 44; 16, ¶ 60; 20-21, ¶ 81. 

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Plaintiffs contend that Pitman Property Management was to be paid annual compensation of

$50,000 plus 1/2 percent of Mayfair Holdings’ Capital Value.

Plaintiffs seek to assert breach of contract claims against Pitman Property Management based on allegations that Pitman PropertyManagement failed to approve all checks and

withdrawals from Mayfair Holdings’ bank accounts, failed to prevent Evans from

withdrawing and using partnership funds for his personal use, and failed to pay interest to the

Mayfair lenders as required by the various Mayfair agreements.8 Plaintiffs seek to assert

these breach of contract claims as co-owners of Mayfair Holdings and M & F Property

Management,9 the entities with which Pitman Property Management contracted.

Plaintiffs also seek to assert a fraud claimagainst Pitman PropertyManagement based

on allegations that Pitman Property Management falsely represented that the Mayfair

accounts were being properly managed and controlled, that it was properly performing

accountings, that there had been no improper withdrawals, and that loans and interest were

properly being paid.10 Finally, plaintiffs seek to assert a breach of fiduciary claim based on

allegations that Pitman Property Management failed to perform its required duties, allowed

Evans to usurp and convert assets of the Mayfair entities for his own personal use, failed to

pay amounts due under the loans, refused to allow plaintiffs’ access to the financial records

8Proposed Amended Complaint for Damages at 35, ¶¶ 171-73, Exhibit A, Plaintiffs’

Motion for Leave to File Amended Complaint [etc.], Docket No. 42. 

9

Id. at 34, ¶ 165. 

10Id. at 36, ¶¶ 176-77. 

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of the Mayfair entities, and subordinated plaintiffs’ loans to fictional loans made by entities

owned and controlled by the other defendants.11

Discussion

Rule 15(a)(2), Federal Rules of Civil Procedure, provides that “[t]he court should

freely give leave [to amend] when justice so requires.” “This policy is to be applied with

extreme liberality.” Eminence Capital, LLC v. Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir.

2003) (citation omitted). “Four factors are commonly used to determine the propriety of a

motion for leave to amend. These are: bad faith, undue delay, prejudice to the opposing

party, and futility of amendment.” DCD Programs, Ltd. v. Leighton, 833 F.2d 183, 186 (9th

Cir. 1987).

There has been no bad faith or undue delay here. Plaintiffs’ original complaint was

filed approximately three months ago and this case is in the early stages of development. 

Plaintiffs contend that they only became aware of the facts supporting their claims against

Pitman Property Management when reviewing defendants’ initial disclosures and they filed

the instant motion shortly thereafter. As for prejudice, given that this case is in the early

stages of development, it is unlikely that there would be any prejudice to the existing

defendants or Pitman Property Management if plaintiffs were allowed to amend their

complaint.

11Id. at 38, ¶ 187. 

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As for futility, plaintiffs acknowledge that Mayfair Administration, Horwich, and

Dutkiewicz have moved to dismiss plaintiffs’ claims against them for lack of personal

jurisdiction, a motion that the court is granting in an order being filed concurrently with this

order. Plaintiffs suggest that it is possible that Pitman Property Management might make a

similar argument. But, plaintiffs argue that Pitman Property Management’s role in the

Mayfair Arizona real estate scheme was quite different from that of Mayfair Administration,

Horwich, and Dutkiewicz, given that Pitman Property Management performed day-to-day

administrative duties for Mayfair Holdings and M & F Property Management, the entities

that were buying, selling, and renting the Arizona real estate. 

It would be futile to allow plaintiffs to amend their complaint to assert their proposed

claims against Pitman PropertyManagement. As for the proposed breach of contract claims,

plaintiffs are not parties to the contract they are alleging Pitman Property Management

breached. In their proposed amended complaint, plaintiffs allege that Pitman Property

Management breached the administration agreement that M & F Property Management and

Mayfair Holdings had with Pitman PropertyManagement. M & F PropertyManagement and

Mayfair Holdings are parties to that contract, not plaintiffs. Plaintiffs’ status as co-owners

of M & F Property Management and Mayfair Holdings does not make them parties to the

administration agreement. As non-parties to the contract in question, it would be futile for

plaintiffs to assert breach of contract claims against Pitman Property Management. 

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As for plaintiffs’ proposed tort claims against Pitman PropertyManagement, the court

would lack personal jurisdiction of Pitman Property Management for the same reason the

court lacks personal jurisdiction of Mayfair Administration, LLC, Horwich, and Dutkiewicz. 

As explained in the order dismissing plaintiffs’ claims against these defendants, the court

lacks personal jurisdiction of these defendants because plaintiffs cannot show that they

suffered in harm in the forum state, “a necessary element in establishing purposeful

direction.” Morrill v. Scott Financial Corp., 873 F.3d 1136, 1142 (9th Cir. 2017).

Conclusion

Plaintiffs’ motion for leave to amend12 is denied.

DATED at Anchorage, Alaska, this 16th day of August, 2018. 

/s/ H. Russel Holland 

United States District Judge

12Docket No. 42. 

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