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March 13, 2026 Get Citation Alerts Download PDF Add Note

Majed Kharboutli v. Four Seasons Solar Products, LLC

Court of Appeals of Kentucky

• Citations: None known
• Docket Number: 2025-CA-0428
• Precedential Status: Non-Precedential
• Judges: Thompson

• Disposition: OPINION REVERSING AND REMANDING

• Opinion

• Authorities (4)

• Cited By (0)

• Summaries (0)

• Similar Cases (18.4K)

• PDF

Disposition

OPINION REVERSING AND REMANDING

Combined Opinion

                        by [Kelly Thompson](https://www.courtlistener.com/person/7345/kelly-thompson/)

RENDERED: MARCH 13, 2026; 10:00 A.M.
NOT TO BE PUBLISHED

Commonwealth of Kentucky
Court of Appeals
NO. 2025-CA-0428-MR

MAJED KHARBOUTLI APPELLANT

APPEAL FROM BOONE CIRCUIT COURT
v. HONORABLE RICHARD A. BRUEGGEMANN, JUDGE
ACTION NO. 18-CI-00089

FOUR SEASONS SOLAR
PRODUCTS, LLC; MIKE RITCHIE;
AND VANGUARD HOME
INNOVATIONS INC. D/B/A FOUR
SEASONS SUNROOMS APPELLEES

OPINION
REVERSING AND REMANDING

---

BEFORE: THOMPSON, CHIEF JUDGE; ACREE AND MCNEILL, JUDGES.

THOMPSON, CHIEF JUDGE: Majed Kharboutli appeals from an order of the

Boone Circuit Court which dismissed Four Seasons Solar Products, LLC from his

cause of action pursuant to Kentucky Rules of Civil Procedure (CR) 12.02(f). We

believe the trial court erred in dismissing Four Seasons Solar pursuant to CR

12.02(f); therefore, we reverse and remand for additional proceedings.
FACTS AND PROCEDURAL HISTORY

Mike Ritchie owns Vanguard Home Innovations, Inc. and is based out

of Louisville, Kentucky. He contracts with Four Seasons Solar Products, LLC

(“Four Seasons Solar”), a New York based company, to provide materials for the

construction of sunrooms. Ritchie alleges he is not employed by Four Seasons

Solar, but is an independent contractor. Four Seasons Solar supplies Ritchie with

building materials, promotional and marketing materials, blueprints, and

commercial contract templates.

On June 13, 2017, Appellant entered into a contract with Ritchie and

Vanguard for the construction of a sunroom. The contract was created from a

template provided by Four Seasons Solar. A portion of the contract stated as

follows:

The Owner acknowledges and agrees that the Contractor
is an Independently Owned and Operated entity licensed
to sell the Four Seasons Products Line and is not an agent
or affiliate of Four Seasons Solar Products, LLC. The
Owner expressly waives any claim against Four Seasons
Solar Products, LLC, or its affiliates except as may be
expressly set forth in written warranties accompanying
the products.[1]

1
The contract defines “Owner” as Appellant and “Contractor” as Vanguard. This section of the
contract was bolded and underlined, and it was located just above the signature lines.

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Although no start or finish dates were listed in the contract, Appellant wanted the

sunroom completed by October 31, 2017. After entering into the contract,

Appellant paid Ritchie $38,000 as a down payment.

Ritchie also provided to Appellant a “Scope of Work” document

which detailed the specifications of the sunroom and the materials that would be

used. Part of this document stated the following: “We have been in business

Continuously for over 30 years”; “Network of over 300 locations in 25 countries”;

and “More than 250,000 sunrooms built.” Ritchie stated during his deposition in

this case that these statements referred to Four Seasons Solar and not him or

Vanguard.

Ritchie and Vanguard did not start on the project and the deposit was

used to help pay for the projects of other customers. On January 19, 2018,

Appellant filed a complaint against Ritchie, Vanguard, and Four Seasons Solar.

Appellant later amended his complaint two times. The final version of the

complaint alleges that Ritchie and Vanguard made false statements to fraudulently

induce Appellant to enter into a contract with them. He also alleged that Vanguard

and Four Seasons Solar violated Kentucky Revised Statutes (KRS) 367.170,

Kentucky’s Consumer Protection Act. Appellant claimed that Ritchie was an

agent of Vanguard and Four Seasons Solar, and used deceptive and misleading

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practices in order to procure Appellant’s down payment. Appellant also raised

claims for breach of contract and punitive damages.

Four Seasons Solar eventually filed a Kentucky Rules of Civil

Procedure 12.02(f) failure to state a claim motion seeking to be dismissed from the

case. Four Seasons Solar argued that it was not a party to the sunroom contract

and that Ritchie was an independent contractor and not an employee. In addition,

Four Seasons Solar argued that it made no statements, fraudulent, misleading or

otherwise, to Appellant; therefore, it could not have committed fraud or violated

KRS 367.170. Finally, Four Seasons argued that Appellant waived all claims

against Four Seasons Solar due to the waiver language in the contract.

The trial court agreed with Four Seasons Solar’s argument and

dismissed them from the case. Appellant, Ritchie, and Vanguard later settled the

remaining claims. We note that the settlement did not contain an admission that

Ritchie committed fraud. Appellant then brought this appeal regarding Four

Season Solar’s dismissal.

ANALYSIS

On appeal, Appellant argues that the trial court erred in granting Four

Seasons Solar’s CR 12.02(f) motion. We agree.

Confronted with a CR 12.02(f) motion to dismiss
for failure to state a claim, trial courts must assume the
truth of all facts pled in the complaint and determine
whether, given proof of those facts, the plaintiff would be

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entitled to relief. The motion presents “a pure question
of law” and our review is de novo.

Combs v. Spicer, 686 S.W.3d 151, 155 (Ky. 2024) (citations omitted). In the case

at hand, Appellant alleges Ritchie made fraudulent misrepresentations in order to

secure the sunroom contract. Appellant alleges that Ritchie promised to have the

sunroom completed before October 31, 2017, even though he knew this was not

possible. Appellant also claims that the statements previously mentioned in the

“Scope of Work” document misled him into believing Ritchie and Vanguard had

more experience than they did.

For the purposes of a CR 12.02(f) motion, we must assume these

allegations are true. There is also some evidence to support these allegations.

Ritchie did not start building the sunroom before October 31, 2017, and used

Appellant’s downpayment to fund other contracts. In addition, Ritchie stated

during his deposition that the “Scope of Work” statements were about Four

Seasons Solar and did not refer to him or Vanguard. Assuming these were

fraudulent representations, then the sunroom contract, including the waiver section,

could be deemed void.2 This is because “fraud vitiates everything into which it

enters.” Veterans Service Club v. Sweeney, 252 S.W.2d 25, 27 (Ky. 1952).

2
We are not holding that these were fraudulent representations. There has been no finding of
fraud in this case at any point. We are assuming fraud for purposes of CR 12.02(f) review.

-5-
In addition, Appellant has alleged some facts that Ritchie is an agent

of Four Seasons Solar. The complaint and the record indicate that Four Seasons

Solar has provided building materials, marketing materials, contracts, blueprints,

and other services to Ritchie. This could suggest an agency relationship between

Ritchie and Four Seasons Solar. It could also simply be a company providing

materials to an independent contractor; however, for purposes of reviewing a CR

12.02(f) decision, we will assume it is the former. If Ritchie is an agent of Four

Seasons Solar and made fraudulent statements to secure the sunroom contract, this

could create liability for Four Seasons Solar.

A principal may be held vicariously liable for the
[tortious] acts of his or her agent, but generally is not
held liable for the conduct of an independent contractor.
An individual is the agent of another if the principal has
the power or responsibility to control the method,
manner, and details of the agent’s work. If, however, an
individual is free to determine how work is done and the
principal cares only about the end result, then that
individual is an independent contractor.

Nazar v. Branham, 291 S.W.3d 599, 606-07 (Ky. 2009), as modified on denial of

reh’g (Aug. 27, 2009) (citations omitted); see also University Medical Center, Inc.

v. Beglin, 375 S.W.3d 783, 792 (Ky. 2011), as modified on denial of reh’g (Mar.

22, 2012).

If we assume the sunroom contract is void due to fraudulent

representations from Ritchie, and we assume Ritchie is an agent of Four Seasons

-6-
Solar, then it is not impossible for Appellant to prevail. We note, however, that

Appellant did not make a claim against Four Seasons Solar for fraud, only for

violating KRS 367.170, the Kentucky Consumer Protection Act, and for punitive

damages.3 KRS 367.170(1) states that “[u]nfair, false, misleading, or deceptive

acts or practices in the conduct of any trade or commerce are hereby declared

unlawful.” If Ritchie made fraudulent statements in order to cause Appellant to

enter into the sunroom contract, then that would also be a violation of KRS

367.170.

CONCLUSION

In order for Appellant to prevail, he would need to show Ritchie made

fraudulent statements in order to secure the sunroom contract. This would void the

contract and the waiver language within. If Appellant can prove fraud, then

Appellant can show a violation of KRS 367.170. Appellant would then need to

prove that Ritchie is an agent of Four Seasons Solar and not an independent

contractor. This may be a difficult proposition for Appellant, but it is not

impossible. Four Seasons Solar might eventually triumph, but it should not have

been dismissed from the case pursuant to a CR 12.02(f) motion. Based on the

foregoing, we reverse and remand for additional proceedings.

3
KRS 367.220(1) allows for punitive damages for violations of KRS 367.170. Craig & Bishop,
Inc. v. Piles, 247 S.W.3d 897, 905 (Ky. 2008).

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ALL CONCUR.

BRIEFS FOR APPELLANT: BRIEF FOR APPELLEE FOUR
SEASONS SOLAR PRODUCTS,
David H. Steele LLC:
Covington, Kentucky
Paul J. Dickman
Covington, Kentucky

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