1903 Car Wash Company, LLC ( 2015 )

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
1903 CAR WASH COMPANY, )
LLC, a Washington limited liability )
company, 1903 HOLDING COMPANY, )
LLC, and DANIEL D. DYER, )
)
Plaintiffs, )
)
v. ) C.A. No.: N15C-05-046 ALR
)
NDP GROUP, LLC, a Delaware )
limited liability company, )
)
Defendant. )
Submitted: July 15, 2015
Decided: July 29, 2015
ORDER DENYING PLAINTIFFS’ MOTION FOR
PARTIAL SUMMARY JUDGMENT
On June 23, 2015, Plaintiffs, 1903 Car Wash Company, LLC, 1903 Holding
Company, LLC, and Daniel D. Dyer, filed a motion for partial summary judgment.
Defendant NDP Group, LLC opposes Plaintiffs’ motion. Upon consideration of
Plaintiffs’ motion, Defendant’s opposition thereto, and the applicable statutory and
decisional law, the Court finds as follows:
1. The Court may grant summary judgment only where the moving party can
“show that there is no genuine issue as to any material fact and that the
moving party is entitled to a judgment as a matter of law.” 1 The moving
party bears the initial burden of proof, and once that is met, the burden shifts
to the non-moving party to show that a material issue of fact exists. 2 At the
motion for summary judgment phase, the Court must view the facts “in the
light most favorable to the non-moving party.” 3
2. Plaintiffs filed the underlying debt action against Defendant on May 6, 2015.
According to the complaint, on November 17, 2012, the parties executed a
Memorandum Agreement (“Agreement”), effective November 1, 2012, for
the assignment of Plaintiffs’ license agreements with the National
Association for Stock Car Auto Racing, Inc. (“NASCAR” and “NASCAR
License Agreements”) to Defendant. Plaintiffs contend that, pursuant to the
Agreement, Defendant executed a Promissory Note (“Note”) in favor of
1903 Car Wash Company, LLC for $1,000,000 due and payable on
December 31, 2013. According to the complaint, on December 30, 2013,
the parties executed an Extension and Modification Agreement on the Note
(“Note Extension Agreement”). Plaintiffs contend that Defendant defaulted
on the remaining $881,500 balance on the Note as modified by the Note
1
Super. Ct. Civ. R. 56.
2
Moore v. Sizemore, 405 A.2d 679, 680-81 (Del. 1979).
3
Brzoska v. Olson, 668 A.2d 1355, 1364 (Del. 1995).
2
Extension Agreement. Plaintiffs seek judgment as a matter of law for the
remaining balance.
3. Defendant contends there are issues of material fact in dispute. Defendant
admits that the Note has a remaining balance but contends the balance is
$876,500.4 In addition, Defendant disputes whether it has defaulted on the
total remaining balance. Specifically, pursuant to a payment schedule
provided in the Note Extension Agreement, Defendant contends that
$666,500 of the Note’s remaining balance was not yet due and owing at the
time Plaintiffs filed this lawsuit. Moreover, according to Defendant,
pursuant to the terms of the Note, which remained unchanged by the Note
Extension Agreement, Defendant contends that Plaintiffs’ remedy for
Defendant’s default is limited to a right to recover the collateral identified in
the Note because the Note is a non-recourse debt. Defendant submits that
only NASCAR, who is not a party to this litigation, has the authority to
transfer the collateral to Plaintiffs.
4. The Memorandum Agreement, Note, and Note Extension Agreement govern
this issue. The Court will interpret unambiguous contracts according to their
plain, ordinary meaning. 5 Contract language is ambiguous if it is “fairly
susceptible of different interpretations or may have two or more different
4
Ans. ¶ 10; Def.’s Resp. ¶ 10
5
GMG Capital Inv., LLC v. Athenian Venture Partners I, L.P., 36 A.3d 776, 780 (Del. 2012).
3
meanings.”6 To resolve ambiguity, “the interpreting court must look beyond
the language of the contract to ascertain the parties' intentions.” 7
5. Upon consideration of the Memorandum Agreement, Note, and Note
Extension Agreement the Court finds genuine material issues of fact are in
dispute, including when, or if, Defendant defaulted on the Note. In addition,
in the event Defendant has defaulted on the Note, there is a dispute
regarding Plaintiffs’ remedies.
6. Accordingly, partial summary judgment is inappropriate because genuine
issues of material fact are in dispute.
NOW, THEREFORE, this 29th day of July 2015, Plaintiffs’ Motion for
Partial Summary Judgment is hereby DENIED.
IT IS SO ORDERED.
Andrea L. Rocanelli
____________________________________
The Honorable Andrea L. Rocanelli
6
Eagle Indus., Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997).
7
Id.4