Commercial Banking, Collections, and Bankruptcy

Dist. Ct. erred in granting defendant-manufacturer's motion for summary judgment in plaintiff's Indiana law and related Magnuson-Moss Warranty Act claims alleging breach of express warranty and breach of implied warranty associated with defendant's sale of $233,000 motor home that contained numerous defects. While Dist. Ct. found that plaintiffs could not pursue their breach of warranty claims since plaintiffs had failed to give defendant reasonable opportunity to cure said defects, record showed that plaintiffs discussed problems with motor home with defendant over two-month period in which defendant made only partial repairs to motor home. Moreover, related Ind. state claim for breach of express warranty did not require plaintiffs to give defendant reasonable opportunity to cure defects. Additionally, record contained issue of material fact with respect to breach of implied warranty of merchantability claim arising out of alleged misrepresentation regarding size of motor home's engine where record lacked evidence to establish whether smaller engine rendered motor home unfit for its ordinary uses. Ct. also found that Ind. Deceptive Consumer Sales Act applied to plaintiff's claim that defendant misrepresented model year of motor home where said motor home was completed during 2008 production cycle and where said motor home did not have characteristics of defendant's other 2009 motor homes.

Dist. Ct. did not err in finding that creditor’s tort-related claim could not be viewed as administrative expense, and thus having preference over claims of other creditors, where instant claim arose out of loss incurred by creditor after debtor’s gas collection and control system malfunctioned and caused creditor to sell its neighboring hotel for less than what it could have obtained had malfunction not occurred. Administrative expenses include those debts that are incurred for preservation of bankruptcy estate after Trustee has taken control of estate, such that instant debt could not be classified as administrative expense where: (1) malfunction occurred only four days after Trustee had taken control of operation; (2) bankruptcy estate lacked sufficient funds to have prevented malfunction of system that arose after problems with system had surfaced over period of years; and (3) at time of malfunction, Trustee was in process of liquidating of debtor’s business and had done nothing with respect to debtor’s assets at time of malfunction that might have enhanced their value for benefit of all creditors.

Dist. Ct. did not err in granting plaintiff's motion for summary judgment in action alleging breach of contract arising out of defendant's failure to play plaintiff for power equipment supplied by plaintiff pursuant to distributor agreement and in favor of plaintiff on defendant's counterclaim alleging violation of Connecticut Franchise Act when plaintiff terminated said distributor agreement and assigned defendant's sales territory for plaintiff's products to third-party. Defendant could not establish Franchise Act violation where defendant failed to show that sales of plaintiff's products constituted more than 50% of defendant's business, and thus failed to establish requisite franchise relationship. Fact that defendant subsequently went out of business after said termination did not require different result. Moreover, Dist. Ct. did not err in awarding over $215,000 in interest on breach of contract claim where said award was based on rate of prime plus 4% that was stated in invoices when products were shipped to plaintiff.

Dist. Ct. erred in failing to grant defendant's motion to dismiss on preemption grounds plaintiff-class action's common law claim alleging that defendant improperly told credit agencies that plaintiff was behind in payments on loan. Plaintiff's similar federal action was properly dismissed where said claim arose under section 1681s-2(a) of Fair Credit Reporting Act (FCRA), which did not create private cause of action. Moreover, instant state-court action was preempted under section 1681t(b) of FCRA. Ct. rejected Dist. Ct.'s belief that preemption language contained in section 1681t(b) applied only to state statutes, as opposed to state common-law actions.

Dist. Ct. did not err in finding that plaintiff-railroad was not entitled to injunction to prevent defendant-competitor railroad from using railway spur that defendant purchased from plaintiff for purpose of contracting with former customer of plaintiff to provide same railroad services where language of contract to sell said spur called for plaintiff to have exclusive rights to provide railroad services to plaintiff's existing customer on said spur. Terms of contract also allowed defendant to provide railroad services to "new customers" on said spur, and Dist. Ct. could properly conclude that purchaser of plant from plaintiff's former customer constituted new customer so as to allow defendant to solicit said purchaser for railroad services. Ct. rejected plaintiff's argument that customer's name in instant contract actually denoted customer's facility, so as to allow plaintiff exclusive right to provide railroad services to purchaser as long as plant was still in operation.

Dist. Ct. did not err in granting plaintiff's motion for summary judgment in breach of contract action alleging that plaintiff failed to make minimum purchases of plaintiff's oil products over five-year period after plaintiff had agreed to loan defendant $150,000 as part of said contract. While defendant argued that handwritten clause released it from any obligation to repay loan after conclusion of said five-year period regardless of amount of oil products it had purchased from plaintiff, defendant's interpretation of handwritten clause was inconsistent with contract as whole and was commercially nonsensical where defendant's interpretation of contract called for plaintiff's forgiveness of $150,000 loan regardless of how much/little defendant had purchased plaintiff's oil products.

Record failed to support Dist. Ct.’s judgment in favor of plaintiff in claims for unjust enrichment and quantum-meruit arising out of plaintiff’s lawsuit seeking compensation for services in managing defendant’s car dealership where parties were ultimately unable to execute written contract covering said services. Evidence established that plaintiff expected to be paid for his services only if dealership showed profit, and record showed that dealership had not turned profit during plaintiff’s 21-month tenure as general manager. Record also did not support plaintiff’s claim that defendant terminated him before he had fair opportunity to turn dealership around where, contrary to plaintiff’s contention, parties had no set deadline for plaintiff to establish said profit, and where defendant allowed plaintiff to make many changes to dealership that ultimately proved to be unsuccessful.

In action alleging that defendant-Indian tribe corporation operating certain gambling facilities breached bond indenture used to finance said facilities, Dist. Ct. did not err in finding that said bond indenture was void because said indenture, which required defendant to place casino profits into segregated fund that was controlled by plaintiff, was essentially gaming facility management contract that had not been approved by Native Indian Gaming Commission. However, Dist. Ct. erred in dismissing instant action without giving plaintiff leave to amend said complaint to add certain legal and equitable remedies associated with defendant's repudiation of its obligations under bonds and its refusal to pay $46.6 million remaining on principal or interest owed to bondholder. On remand, Dist. Ct. should determine whether plaintiff has standing to seek return of funds to bondholder, and whether instant bond transactional documents evinced intent by defendant to waive sovereign immunity with respect to claims made by plaintiff.