Copley's RV Center, Inc vs Textron Financial Corporation ( 2011 )

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________ FILED
U.S. COURT OF APPEALS
No. 10-11906 ELEVENTH CIRCUIT
JANUARY 6, 2011
Non-Argument Calendar
JOHN LEY
________________________
CLERK
D. C. Docket No. 2:09-cv-14271-JEM
COPLEY’S R.V. CENTER, INC.,
a Florida corporation,
DAYS CAMPING AND RV CENTER, INC,
a foreign corporation,
RCRV, LLC,
a foreign corporation individually
and on behalf of all others similarly situated,
d.b.a. River City RV,
Plaintiffs-Appellants,
versus
TEXTRON FINANCIAL CORPORATION,
a foreign corporation,
Defendant-Appellee.
________________________
Appeal from the United States District Court
for the Southern District of Florida
_________________________
(January 6, 2011)
Before BLACK, HULL and MARTIN, Circuit Judges.
PER CURIAM:
Copley’s R.V. Center, Days Camping and R.V. Center, and River City RV
(collectively, the Appellants) appeal the district court’s grant of a motion for
judgment on the pleadings in favor of Textron Financial Corporation (Textron), in
the Appellants’ action against Textron alleging breach of contract.1 Specifically,
the Appellants contend the district court erred in finding the Wholesale Security
Agreements (WSA) between the Appellants and Textron, a commercial money
lender, permit Textron to charge and collect interest on funds not yet advanced by
it to recreational vehicle (RV) manufacturers.2 The Appellants claim Textron
could only charge interest from the date it actually paid the sum on the invoice to
the RV manufacturers, which was later than the "interest start" date on the
invoices. Textron argues that, based on the unambiguous language of the
Appellant's respective agreements, it could charge interest from the interest start
1
The Appellants also raise claims for breach of the implied covenant of good faith and
fair dealing, and unjust enrichment. Because we determine Textron did not breach its contract
with the Appellants, we decline to address these issues.
2
The Parties’ WSAs incorporate separately executed “Finance Plans.” Each Finance Plan
includes “Statements of Financial Transactions” or “SOFTs,” which are used for every item of
financed RV inventory. The SOFTs also define certain terms in the Finance Plans, and for
purposes of this opinion, will simply be referred to as “the invoices.”
2
date printed on each invoice it sent to them. After review, we affirm the district
court.3
“We review de novo the grant of judgment on the pleadings by the district
court.” Hardy v. Regions Mortg., Inc., 449 F.3d 1357, 1359 (11th Cir. 2006).
Further, “[c]ontract interpretation is a question of law and is subject to de novo
review.” American Cas. Co. Of Reading, Pa. v. Etowah Bank, 288 F.3d 1282,
1285 (11th Cir. 2002). It is undisputed that under the terms of the parties’
agreements Rhode Island law applies. “[U]nless the terms of a written contract are
ambiguous, it should be interpreted as a matter of law in accordance with its plain
terms.” Rhode Island Depositors Econ. Prot. Corp. v. Coffey and Martinelli, Ltd.,
821 A.2d 222, 226 (R.I. 2003).
The unambiguous language of the parties’ WSAs allows Textron to charge
interest on its loans prior to advancing funds to the RV manufacturers for new
inventory. According to each separately executed WSA, the Appellants agreed to
pay those amounts as set forth in each invoice. Each invoice set forth the cost of
the recreational vehicle(s) being financed along with a specific interest rate and
3
A panel of this Court has recently decided the issue of whether written finance
agreements permitted Textron to charge a recreational vehicle dealer interest on funds before
Textron had actually paid these funds to the manufacturers. See Textron Financial Corp. v. RV
Sales of Broward, Inc., No. 10-11178, 2010 WL 4892859 (11th Cir. Dec. 2, 2010). The opinion
in RV Sales holding the unambiguous terms of the parties’ written agreements obligated the
Appellants to pay the interest Textron charged is consistent with our decision in this case.
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interest start date. The WSAs expressly provide that Appellants “promise[] to pay
to [Textron] the original invoice cost (“Invoice Cost”) of each item of Collateral
financed or refinanced for [Appellants] by [Textron] pursuant to . . . finance plans,
together with interest and charges on the Invoice Cost as specified in the
applicable Finance Plan and this Agreement (collectively, the “Total Debt”).”
The WSAs also provide that unless the Appellants objected in writing to an
invoice within ten days of the date it was received, they were bound by the terms
of that invoice. It is undisputed that the Appellants failed to object in writing to
the invoices they received from Textron. Further, the Appellants did not object to
interest beginning to run from those specific dates, regardless of when Textron
paid the RV manufacturers.4
Lastly, in each WSA, the Appellants agreed “that its obligations to
[Textron] with respect to such collateral shall be absolute and unconditional at all
times after [Textron] has advanced or committed to advance all or any part of the
invoice cost of such collateral to the seller thereof.” (capitalization altered and
4
Under its separate agreements with the RV manufacturers, Textron committed to pay the
manufacturers 10 to 24 days after the invoice date. Contrary to Appellant’s argument, Textron
did not have an affirmative duty to disclose to the Appellants the terms of its separate agreements
with the RV Manufacturers. If the parties had wanted certain disclosure requirements, they could
have bargained for them and included them in their written agreements. See Aneluca Assoc. v.
Lombardi, 620 A.2d 88, 92 (R.I. 1993) (“Absent illegality, contracting parties are free to bargain
as they see fit. When the bargained-for agreement is reduced to writing, a court may not make a
new contract for the parties or rewrite the existing contract.”) (quotation omitted).
4
emphasis added). Thus, according to the express terms of the WSAs, the
Appellants were obligated to pay Textron the invoice cost–which included interest
running from a specified date–even if Textron had not actually advanced funds to
an RV manufacturer but had only “committed to advance” those funds.
Accordingly, the district court did not err in granting Textron’s motion for
judgment on the pleadings.
AFFIRMED.
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