Commercial Banking, Collections, and Bankruptcy

Dist. Ct. erred in granting defendant-supplier’s motion for summary judgment in plaintiff-buyer’s action alleging that defendant had failed to sell plaintiff certain quantities of carbon black pursuant to contract between parties. Ct. of Appeals had initially reversed Dist. Ct.’s grant of summary judgment in favor of plaintiff, after finding that instant contract, which required defendant to sell plaintiff 1.8 million pounds of carbon black per year, was not enforceable requirements contract as found by Dist. Ct. On remand, Dist. Ct. found that instant contract was unenforceable under any theory other than requirements contract (which plaintiff could not assert) and that said contract was also unenforceable for lack of mutuality. Ct. of Appeals, though, held that contract had sufficiently definite obligations on both parties so as to make it enforceable, where defendant was required to make certain quantity of carbon black available to plaintiff, and plaintiff could not purchase carbon black from any third-party unless it first offered defendant opportunity to meet terms set forth by third-party. Also, right of first refusal can supply mutuality of obligations under Indiana law. Fact that contract mentioned only approximate quantities of carbon black did not make contract unenforceable. Moreover, plaintiff can proceed on theory of anticipatory repudiation of contract, where defendant: (1) refused to honor one purchase order submitted by plaintiff: (2) attempted to increase price for carbon black for future orders; and (3) initially told plaintiff to contact another suppler for its carbon black needs and only stated that it would do its best to fulfill future orders at contract price.

Dist. Ct. did not err in granting defendant’s motion for summary judgment in plaintiffs’ action alleging that defendant violated Fair Debt Collection Practices Act (FDCPA) by placing on plaintiffs’ front door hanger that contained message for plaintiffs to call “Green Tree” that had serviced mortgage loan on which plaintiffs had defaulted. Defendant, which had contracted with Green Tree to perform lawn maintenance and winterizing services, had placed hanger on plaintiffs’ door as part of Green Tree’s compliance with HUD requirement to determine whether plaintiffs had vacated property. As such, defendant was not “debt collector” as defined under FDCPA, since its actions were too attenuated from Green Tree’s own debt collection services, especially where defendant did not know how much plaintiffs owed Green Tree, and message on hanger did not claim that plaintiffs owed anything to Green Tree. Ct. further noted that defendant’s principal purpose was not debt collection given its property maintenance duties that it usually performed for Green Tree, that defendant was not compensated based on whether plaintiffs had contacted Green Tree, and that defendant’s efforts to re-establish communication between plaintiffs and Green Tree did not implicate specific concerns set forth in FDCPA.

Dist. Ct. did not err in granting defendant-mining company’s motion for summary judgment in action by plaintiff-property owner alleging that defendant owed it $400,000 in royalty payments under terms of lease allowing defendant to mine sand and rock products, but also allowing defendant not to extract or sell sand or rock products by virtue of said lease. Dist. Ct. could properly find that defendant did not owe any royalty payments, where record showed that: (1) although defendant undertook certain infrastructure improvements on plaintiff’s land, defendant never extracted any sand or rock products from plaintiff’s land; and (2) lease provided that defendant pay plaintiff $1.50 per ton for first 65,000 tons of sand or rock products. While plaintiff argued that lease provision in same paragraph containing above royalty provision (i.e., “notwithstanding anything to contrary contained herein [defendant] shall pay [plaintiff annual minimum royalty of $75,000]”) guaranteed it $75,000 in royalty payments regardless of whether defendant had extracted any sand or rock products, Dist. Ct. could properly find that said provision only applied if defendant had extracted any sand or rock product in any given year, and that $75,000 provision applied as floor for royalty payments once obligation to pay royalties had been triggered.

Dist. Ct. did not err in affirming Bankruptcy Ct.’s order granting plaintiffs-creditors request to pierce corporate veil and hold defendant-owner of bankrupt corporation personally liable for judgment against said corporation. Record showed that plaintiffs had prevailed against corporation, where, as minority shareholders in said corporation, plaintiffs had filed action under Indiana Dissenters’ Rights Statute after defendant, as majority shareholder in said corporation, merged said corporation into different corporation controlled by defendant and then stripped subject corporation of assets to benefit of defendant so as to preclude plaintiffs from collecting on $7,522,879 judgment that plaintiffs had received under Dissenters’ Rights Statute. Ct. found that plaintiffs had met all requirements for piercing corporate veil of subject corporation and rejected defendant’s argument that: (1) Dissenters’ Rights Statute did not allow plaintiffs to obtain piercing corporate veil relief; (2) piercing corporate veil relief did not apply to plaintiffs as minority shareholders in same corporation at issue in piercing corporate veil action; and (3) certain economic questions involving allegations of fraud precluded disposition of instant case via summary judgment.