GE Capital Commercial, Inc. v. Williams et al

Filing 19

ORDER granting Plaintiff's 16 Motion for Summary Judgment. The Clerk is DIRECTED to enter judgment for Plaintiff in the amount of $1,086,375.38. Plaintiff shall credit against the judgment any money it receives from the sale of the rec overed equipment. Plaintiff is ORDERED to file a statement of its attorneys fees and costs within fourteen days. Defendants are ORDERED to file a response, if any, to the amounts sought within fourteen days. Signed by Judge Richard W. Story on 02/11/16. (sk)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
GAINESVILLE DIVISION
GE CAPITAL COMMERCIAL,
INC.,
Plaintiff,
v.
DON WILLIAMS and JASON
WILLIAMS,
Defendants.

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CIVIL ACTION NO.
2:15-CV-98-RWS

ORDER
This matter is before the Court on Plaintiff’s Motion for Summary Judgment
[Doc. No. 16]. As an initial matter, the Court notes that Defendants have not filed
a response in opposition to Plaintiff’s motion. Pursuant to Local Rule 7.1B,
failure to file a response indicates that there is no opposition to the motion.
However, in the interests of justice, the Court has reviewed the record and finds
as follows.
I.

Factual Background1
On September 15, 2014, Plaintiff and non-party Georgia Transit Mix, LLC

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As Defendants did not respond to Plaintiff’s Statement of Material Facts
[Doc. No. 16-1], those facts are deemed admitted.
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(“Georgia Transit”) entered into a Loan and Security Agreement (the “First
Agreement”), whereby Plaintiff agreed to loan money to Georgia Transit in order
to purchase a 2015 Kimble KF3200C 3 Axle Front Discharge Transit Mixer, and
Georgia Transit agreed to repay the loan [Doc. No. 1-1, pp. 2-6]. In connection
with the First Agreement, Defendants each executed a Continuing Guaranty in
favor of Plaintiff (collectively, the “First Guaranties”), wherein Defendants
absolutely and unconditionally guaranteed to promptly and fully perform, pay, and
discharge all of the present and future liabilities, obligation, and indebtedness
owed by Georgia Transit to Plaintiff [Doc. No. 1-1, pp. 8-9].
On September 18, 2014, Plaintiff and Georgia Transit entered into a Loan
and Security Agreement (the “Second Agreement”), whereby Plaintiff agreed to
loan money to Georgia Transit in order to purchase a second 2015 Kimble
KF3200C 3 Axle Front Discharge Transmit Mixer, and Georgia Transit agreed to
repay the loan [Doc. No. 1-1, pp. 11-15]. In connection with the Second
Agreement, Defendants each executed a Continuing Guaranty in favor of Plaintiff
(collectively, the “Second Guaranties”), wherein Defendants absolutely and
unconditionally guaranteed to promptly and fully perform, pay, and discharge all
of the present and future liabilities, obligation, and indebtedness owed by Georgia

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Transit to Plaintiff [Doc. No. 1-1, pp. 17-18].
On October 1, 2014, Plaintiff and Georgia Transit entered into a Loan and
Security Agreement (the “Third Agreement”), whereby Plaintiff agreed to loan
money to Georgia Transit in order to purchase a third 2015 Kimble KF3200C 3
Axle Front Discharge Transit Mixer, and Georgia Transit agreed to repay the loan
[Doc. No. 1-1, pp. 20-24]. In connection with the Third Agreement, Defendants
each executed a Continuing Guaranty in favor of Plaintiff (collectively, the “Third
Guaranties”), wherein Defendants absolutely and unconditionally guaranteed to
promptly and fully perform, pay, and discharge all of the present and future
liabilities, obligation, and indebtedness owed by Georgia Transit to Plaintiff [Doc.
No. 1-1, pp. 26-27].
On October 10, 2014, Plaintiff and Georgia Transit entered into a Loan and
Security Agreement (the “Fourth Agreement”), whereby Plaintiff agreed to loan
money to Georgia Transit in order to purchase a fourth 2015 Kimble KF3200C 3
Axle Front Discharge Transit Mixer, and Georgia Transit agreed to repay the loan
[Doc. No. 1-1, pp. 29-33]. In connection with the Fourth Agreement, Defendants
each executed a Continuing Guaranty in favor of Plaintiff (collectively, the
“Fourth Guaranties”), wherein Defendants absolutely and unconditionally

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guaranteed to promptly and fully perform, pay, and discharge all of the present
and future liabilities, obligation, and indebtedness owed by Georgia Transit to
Plaintiff [Doc. No. 1-1, pp. 35-36].
The Agreements and Guaranties are collectively referred to herein as the
“Loan Documents.” The Loan Documents are valid and enforceable agreements.
Georgia Transit is in default under the Loan Agreements for failure to pay the
amounts due thereunder. On February 20, 2015, Georgia Transit filed for Chapter
11 bankruptcy protection in the United States Bankruptcy Court for the Northern
District of Georgia, Case No. 15-20355 (the “Bankruptcy Action”). Plaintiff has
filed a proof of claim in the Bankruptcy Action. On December 15, 2015, the
Bankruptcy Court confirmed a plan in the Bankruptcy Action, but it is not yet
known how much Plaintiff will receive from the Bankruptcy Action. Furthermore,
to date, Plaintiff has not yet received any money from Georgia Transit or its estate.
Defendants have not performed under the Guaranties on their part by failing
to make payments due under the terms of the Guaranties. Plaintiff notified
Defendants of their defaults under the Guaranties and made written demand upon
them to cure the payment defaults under the Guaranties [Doc. No. 1-1, pp. 38-41].
Defendants failed to cure the payment defaults under the Guaranties. Pursuant to

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the terms of the Loan Documents, the entire amounts due thereunder have been
declared immediately payable.
On May 13, 2015, Plaintiff filed a Complaint asserting breach of contract
claims against both Defendants [Doc. No. 1].
II.

Legal Standard
Federal Rule of Civil Procedure 56 requires that summary judgment be

granted “if the movant shows that there is no genuine dispute as to any material
fact and the movant is entitled to judgment as a matter of law.” FED. R. CIV. P.
56(a). “The moving party bears ‘the initial responsibility of informing the . . .
court of the basis for its motion, and identifying those portions of the pleadings,
depositions, answers to interrogatories, and admissions on file, together with the
affidavits, if any, which it believes demonstrate the absence of a genuine issue of
material fact.’” Hickson Corp. v. N. Crossarm Co., 357 F.3d 1256, 1259 (11th Cir.
2004) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (internal
quotations omitted)). Where the moving party makes such a showing, the burden
shifts to the non-movant, who must go beyond the pleadings and present
affirmative evidence to show that a genuine issue of material fact does exist.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 257 (1986). The applicable

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substantive law identifies which facts are material. Id. at 248. A fact is not
material if a dispute over that fact will not affect the outcome of the suit under the
governing law. Id. An issue is genuine when the evidence is such that a reasonable
jury could return a verdict for the non-moving party. Id. at 249-50.
In resolving a motion for summary judgment, the court must view all
evidence and draw all reasonable inferences in the light most favorable to the
non-moving party. Patton v. Triad Guar. Ins. Corp., 277 F.3d 1294, 1296 (11th
Cir. 2002). But, the court is bound only to draw those inferences that are
reasonable. “Where the record taken as a whole could not lead a rational trier of
fact to find for the non-moving party, there is no genuine issue for trial.” Allen v.
Tyson Foods, Inc., 121 F.3d 642, 646 (11th Cir. 1997) (quoting Matsushita Elec.
Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986)). “If the evidence is
merely colorable, or is not significantly probative, summary judgment may be
granted.” Anderson, 477 U.S. at 249-50 (internal citations omitted); see also
Matsushita, 475 U.S. at 586 (once the moving party has met its burden under Rule
56(a), the nonmoving party “must do more than simply show there is some
metaphysical doubt as to the material facts”).

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III.

Analysis
Under Georgia law, “the elements for a breach of contract claim . . . are the

(1) breach and the (2) resultant damages (3) to the party who has the right to
complain about the contract being broken.” Duke Galish, LLC v. Manton, 707
S.E.2d 555, 559 (Ga. Ct. App. 2011). The Court finds that there are no genuine
issues of material fact regarding Plaintiff’s breach of contract claim against
Defendants and that Plaintiff is entitled to judgment as a matter of law.
Now that the issue of liability has been resolved, the Court will address
damages. Subsequent to the default of Georgia Transit and Defendants, Plaintiff
recovered the equipment that is the subject of the Loan Agreements. However,
Plaintiff has not received any proceeds from the sale of the recovered equipment.
Pursuant to the terms of the Loan Documents, the entire amounts due thereunder
have been accelerated. The amount due and owing, after acceleration and not
including attorneys’ fees and costs, total $1,086,375.38 as of this date. In addition,
pursuant to the Loan Documents, Defendants are obligated to pay the attorneys’
fees and costs incurred by Plaintiff in the enforcement of its rights thereunder,
including this lawsuit.

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IV.

Conclusion
For the reasons stated above, Plaintiff’s Motion for Summary Judgment

[Doc. No. 16] is GRANTED. The Clerk is DIRECTED to enter judgment for
Plaintiff in the amount of $1,086,375.38. Plaintiff shall credit against the judgment
any money it receives from the sale of the recovered equipment. Plaintiff is
ORDERED to file a statement of its attorneys’ fees and costs within fourteen days.
Defendants are ORDERED to file a response, if any, to the amounts sought within
fourteen days.
SO ORDERED, this 11th day of February, 2016.

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RICHARD W. STORY
United States District Judge

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