Tesla v. Pelinkovic

Background

Matthew Tesla sued Drgut “Doug” Pelinkovic, Elvira Pelinkovic, Ljumni Pelinkovic, and Crotona Avenue Builders, LLC. Tesla alleged that he and Doug Pelinkovic entered into an oral partnership or joint venture to invest in cryptocurrency. According to the complaint, Pelinkovic would contribute between $3 million and $5 million, while Tesla would contribute his cryptocurrency knowledge and expertise. Tesla also alleged that he agreed to financially backstop Pelinkovic’s losses.

Tesla alleged that he helped select cryptocurrency assets, set up exchange accounts, and arrange cold storage for the assets. In September 2024, he sought to dissolve the alleged partnership, obtain an accounting, and receive his share of the profits. After Pelinkovic refused, Tesla filed suit. Tesla later alleged that Pelinkovic transferred real property and cryptocurrency assets to the other defendants after the lawsuit began.

The defendants moved to dismiss the Second Amended Complaint under Federal Rule of Civil Procedure 12(b)(6), which allows dismissal when a complaint does not state a legally sufficient claim. The court evaluated the well-pleaded factual allegations as true for purposes of the motion.

Partnership and Joint-Venture Claims

Applying New York law, the court explained that a partnership or joint venture generally requires allegations showing contributions by each party, shared profits and losses, joint management or control, and an intent to form that relationship. The court focused especially on whether the parties intended to create a partnership or joint venture rather than enter into a simpler arrangement.

The court held that Tesla had not plausibly alleged that intent. The complaint alleged that Pelinkovic supplied all the investment capital, while Tesla supplied advice and assistance. It did not allege that the parties commingled their property and interests or describe specific discussions establishing the terms of their collaboration. The court viewed Tesla’s alleged contributions as potentially acts of friendship rather than contributions to a partnership.

The court also found Tesla’s allegation that he would “backstop” Pelinkovic’s losses too unclear and conclusory to establish an agreement to share losses. In addition, the court held that the allegations did not show joint control: Pelinkovic supplied the money and controlled the accounts, while Tesla provided advice. The court therefore dismissed the First, Second, and Third Causes of Action, which depended on a partnership or joint venture.

Fiduciary-Duty Claim

Tesla separately alleged that Pelinkovic owed him a fiduciary duty because of their close personal relationship. The court explained that a fiduciary duty may arise when one person reasonably relies on another person’s superior knowledge or expertise. But the complaint described Tesla as the experienced cryptocurrency investor and Pelinkovic as a novice. The court therefore found no alleged basis for Pelinkovic to owe Tesla a fiduciary duty and dismissed the Fourth Cause of Action.

Promissory-Estoppel and Unjust-Enrichment Claims

The court dismissed the promissory-estoppel claim because the complaint did not identify a clear and unambiguous promise by Pelinkovic that the parties would enter a business relationship and share profits or expenses. The court also dismissed the unjust-enrichment claim because Tesla did not explain how it was independent from his partnership and joint-venture theories. The Fifth and Sixth Causes of Action were therefore dismissed.

Remaining Claims and Disposition

Tesla’s claims to void alleged asset transfers and his conversion and aiding-and-abetting claims depended on a creditor-debtor relationship arising from Pelinkovic’s alleged obligation to pay Tesla. Because the court rejected Tesla’s theories for establishing that Pelinkovic owed him money, it granted the motion to dismiss the Seventh, Eighth, and Ninth Causes of Action.

The court granted the defendants’ motion to dismiss. It denied Tesla leave to amend, finding that further amendment would be futile after Tesla had already amended his complaint and because allegations in the Second Amended Complaint undermined his claims. The case was dismissed with prejudice.