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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND * BARON FINANCIAL CORP., et al., * Plaintiff * v. * RONY NATANZON, et al., * Defendants * * * * * * * * * * * * * * CASE NO. SKG-03-3563

MEMORANDUM OPINION This opinion concerns four of the five counts remaining in the Second Amended Complaint filed by Baron Financial Corporation ("plaintiff" or "Baron") in this matter. Specifically at issue

are Count I (Breach of Contract) against defendant Rony Natanzon, Counts III (Intentional Interference with Contractual Rights) and IV (Civil Conspiracy to Intentionally Interfere with Contractual Rights) against individual defendants and four limited liability companies,1 and Count X (Fraudulent Transfer of Contractual Rights) against ERN Acquisition, LLC. Currently pending before

the Court are the parties' cross-motions for summary judgment on Count I and defendants' motion for summary judgment on Counts

Defendants named in Counts III and IV are Tova Natanzon, Martin Taylor, Vered Taylor, Amit Natanzon, Harold Taylor, and the following limited liability companies: MAP, LLC; Nationwide Check Services, LLC; Nationwide Equipment Sales, LLC; and Nationwide Credit Card Center, LLC.

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III, IV, and X and plaintiff's opposition thereto. 110, 124, 125, 129, and 130). Court on March 5, 2007. (Paper nos.

(Papers nos.

A hearing was held before this

Post hearing briefing was accepted. For the reasons discussed below,

138, 139, 143).

the Court DENIES both parties' motions for summary judgment on Count I and DENIES defendants' motion for summary judgment on Counts III, IV, and X. I. Background As part of the settlement of Civil Action No. MJG-02-1868,2 on July 12, 2002, Rony Natanzon ("Mr. Natanzon"), for himself and as manager and on behalf of ERN, LLC, and Samuel Buchbinder ("Mr. Buchbinder"), for himself, Michelle Trading Corporation ("MTC"), and Baron Financial Corporation, entered into a two-part written agreement consisting of a "Memorandum of Understanding Re: Settlement Agreement" and a "Rider to Memorandum of Understanding Re Settlement Agreement."3 (Paper no. 110, Ex. A and Ex. B).

Mr. Natanzon and Mr. Buchbinder had at one time been members in ERN, LLC ("company" or "ERN"), a company involved in the business

On May 31, 2002, Michelle Trading Company, an Illinois Corporation and then member of ERN, LLC, sued Rony Natanzon, the only other member of ERN, LLC and ERN, LLC's manager, based on alleged violations of certain agreements seeking injunctive relief, to allow the removal of Natanzon as manager, the appointment of a new manager, and to limit salary payments to Natanzon's relatives, inter alia. (Michelle Trading Corp. v. Natanzon, Case No. MJG-02-CV-1868, Paper No. 2).
3 These will individually be referred to as the "MOU" and "Rider," and collectively referred to as the "settlement agreement" or "agreement."

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of debit and credit card processing, check processing and check guaranty, and the leasing and sales of point-of-sale terminals and other equipment related to credit card and check transactions. (Paper no. 45, 7). Among its various provisions,

the agreement set forth the arrangement by which ERN would obtain Mr. Buchbinder and Baron's interest in the company as well as repay certain loans made by Baron to the company. Rider). According to the agreement's terms, Mr. Natanzon was to immediately purchase MTC's interest in ERN for $1.00 and to pay $1,999,999.00 directly to Baron as partial repayment for loans made to the company.4 (Rider

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