                      IN THE SUPREME COURT OF THE STATE OF NEVADA


                MITCHELL PLETCHER, AN                              No. 66196
                INDIVIDUAL,
                Appellant,
                vs.
                BOULEVARD THEATER, LLC, A
                NEVADA LIMITED LIABILITY                                 FILED
                COMPANY; FX LUXURY LAS VEGAS I,
                LLC, A NEVADA LIMITED LIABILITY                           APR 1 5 2016
                COMPANY; URBAN RETAIL                               eLE TRRACFIEL pLiR
                                                                                     tN.C1EMA N,
                                                                                  EIWE COURT
                PROPERTIES, LLC, A DELAWARE                                . \
                                                                          DEPUTY CLERK
                LIMITED LIABILITY COMPANY;
                RICHARD WEISIVIAN, AN
                INDIVIDUAL; SHIRIN WEISMAN, AN
                INDIVIDUAL; PAUL M. SULLIVAN, AN
                INDIVIDUAL; AND TOMMY
                RICCARDO, AN INDIVIDUAL,
                Respondents.
                MITCHELL PLETCHER, AN                              No. 66732
                INDIVIDUAL.
                Appellant,
                vs.
                BOULEVARD THEATER, LLC, A
                NEVADA LIMITED LIABILITY
                COMPANY; FX LUXURY LAS VEGAS I,
                LLC, A NEVADA LIMITED LIABILITY
                COMPANY; URBAN RETAIL
                PROPERTIES, LLC, A DELAWARE
                LIMITED LIABILITY COMPANY;
                RICHARD WEISMAN, AN
                INDIVIDUAL; SHIRIN WEISMAN, AN
                INDIVIDUAL; AND PAUL M.
                SULLIVAN, AN INDIVIDUAL,
                Respondents.

                                      ORDER OF AFFIRMANCE
                           These are pro se consolidated appeals from an order granting
                motions to dismiss that was certified as final under NRCP 54(b) and an
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                  order awarding attorney fees and costs. Eighth Judicial District Court,
                  Clark County; Mark R. Denton, Judge.
                              The district court dismissed appellant's first breach of contract
                  complaint as to respondents FX Luxury Las Vegas I, LLC, Urban Retail
                  Properties, LLC, Richard Weisman, Shirin Weisman, and Paul Sullivan,
                  and also denied appellant's request for leave to amend the complaint.
                  Thereafter, appellant filed a second complaint in a separate action, which
                  the district court then consolidated with the first action and dismissed the
                  second complaint as to those respondents. The district court also awarded
                  FX and Urban $15,000 each in attorney fees based on their offer of
                  judgment. These appeals followed.
                              Having considered the parties' arguments and the record on
                  appeal, we conclude that the district court properly dismissed appellant's
                  first complaint because he failed to state a claim upon which relief could
                  be granted as to FX, Urban, the Weismans, and Sullivan. Buzz Stew, LLC
                  v. City of N. Las Vegas, 124 Nev. 224, 227-28, 181 P.3d 670, 672 (2008)
                  (explaining that this court rigorously reviews a decision to dismiss a
                  complaint under NRCP 12(b)(5) de novo with all alleged facts in the
                  complaint presumed true and all inferences drawn in favor of the
                  complaint). Specifically, FX, Urban, the Weismans, and Sullivan had not
                  entered into a contract with appellant since the letter of intent, by its own
                  terms, was not a contract, and they were not parties to any other contract
                  with appellant.   See Albert H. Wohlers & Co. v. Bartgis, 114 Nev. 1249,
                  1262, 969 P.2d 949, 959 (1998) ("no one is liable upon a contract except
                  those who are parties to it" (internal quotation omitted)); Hilton Hotels
                  Corp. v. Butch Lewis Prods., Inc., 107 Nev. 226, 232-33, 808 P.2d 919, 922-
                  23 (1991) (describing the covenant of good faith and fair dealing).

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                              Further, Urban was acting as FX's agent and appellant failed
                  to plead facts alleging that the Weismans or Sullivan were the alter egos
                  of Boulevard Theater, LLC, and thus, these respondents could not be held
                  liable. See Swartout v. Grover Collins Drilling Mud Eng'rs and Materials,
                  75 Nev. 297, 300, 339 P.2d 768,789 (1959) ("An agent who, acting within
                  the scope of his authority, enters into contractual relations for a disclosed
                  principal, does not bind himself, in the absence of an express agreement to
                  do so . ." (internal quotation omitted)); Polaris Indus. Corp. v. Kaplan,
                  103 Nev. 598, 601, 747 P.2d 884, 886 (1987) (describing the requirements
                  to establish an alter ego claim). Additionally, appellant failed to plead the
                  fraud-based claims with particularity, NRCP 9(b), and because appellant
                  provided his $20,000 deposit to Boulevard Theater, LLC, that money could
                  not have been converted by FX, Urban, the Weismans, and Sullivan. See
                  Evans v. Dean Witter Reynolds, Inc., 116 Nev. 598, 606, 5 P.3d 1043, 1048
                  (2000) (explaining conversion).
                              The district court also did not abuse its discretion by denying
                  appellant's motion for leave to amend the first complaint because he never
                  provided the court with a proposed amended complaint as an attachment
                  to his request. See EDCR 2.30 (requiring a motion for leave to amend the
                  complaint to be accompanied by a proposed amended complaint); Allam v.
                  Valley Bank of Nev.,     109 Nev. 280, 287, 849 P.2d 297, 302 (1993)
                  (explaining that this court reviews the denial of a motion for leave to
                  amend a complaint for an abuse of discretion);         see also Gardner v.
                  Martino, 563 F.3d 981, 991 (9th Cir. 2009) (explaining that where a local
                  rule requires the attachment of a proposed amended complaint to a
                  request for leave to amend, it is within the district court's discretion to
                  deny the request based on the party's failure to attach the proposed

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                  pleading). While appellant argues that he did not have to provide the
                  court with a proposed amended complaint because he made his motion
                  orally, the record demonstrates that appellant made the request in writing
                  and failed to include the requisite attachment with either his written
                  request or subsequent motions for reconsideration.
                             Additionally, the district court properly dismissed appellant's
                  second complaint because it was barred by claim preclusion.      Five Star
                  Capital Corp. v. Ruby, 124 Nev. 1048, 1054, 194 P.3d 709, 713 (2008); see
                  G.C. Wallace, Inc. v. Eighth Judicial Dist. Court, 127 Nev. 701, 705, 262
                  P.3d 1135, 1137 (2011) (explaining that this court reviews the application
                  of claim preclusion de novo). And, because the district court properly
                  considered the Beattie v. Thomas, 99 Nev. 579, 588-89, 668 P.2d 268, 274
                  (1983), and Brunzell v. Golden Gate National Bank, 85 Nev. 345, 349, 455
                  P.2d 31, 33 (1969), factors in awarding attorney fees to FX and Urban and
                  also decreased the awards based on the questionable reasonableness of the
                  amount of their offer of judgment, the district court did not abuse its
                  discretion in awarding FX and Urban $15,000 each in attorney fees.
                  Gunderson v. D.R. Horton, Inc., 130 Nev., Adv. Op. 9, 319 P.3d 606, 615
                  (2014) (explaining that this court reviews an award of attorney fees for an
                  abuse of discretion). Accordingly, we
                              ORDER the judgments of the district court AFFIRMED.


                                           cao
                                           i
                                                          / A-2        , J.
                                          Douglas




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                cc: Hon. Mark R. Denton, District Judge
                     Mitchell Pletcher
                     The Williamson Law Office, PLLC
                     McDonald Carano Wilson LLP/Reno
                     Dickinson Wright PLLC
                     McDonald Carano Wilson LLP/Las Vegas
                     Caruso Law Offices
                     Eighth District Court Clerk




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