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Southern Bank & Trust Co. v. 426 Granby Street, LLC

United States District Court, Eastern District of Virginia, Norfolk Division

May 14, 2015

SOUTHERN BANK AND TRUST COMPANY, Plaintiff,
v.
426 GRANBY STREET, LLC, ROBERT F. WRIGHT, CRAIG DEAN, Defendants.

OPINION & ORDER

Tommy E. Miller United States Magistrate Judge

This breach of contract action is brought by Plaintiff Southern Bank and Trust Company (“Southern”) seeking judgment against Defendants for their failure to perform their obligations under three contracts-a Promissory Note entered into by 426 Granby Street, LLC (“Granby”), a Guaranty entered into by Robert F. Wright (“Wright”), and a Guaranty entered into by Craig Dean (“Dean”). The parties consented to proceed before a United States Magistrate Judge in accordance with the provisions of 28 U.S.C. § 636(c) and Federal Rule of Civil Procedure 73. The matter is before the Court on Plaintiff’s Motion for Default Judgment against Granby and Dean (ECF No. 9). For the reasons stated herein, Plaintiff’s Motion for Default Judgment is GRANTED.

I. JURISDICTION AND VENUE

Based on the facts of this case, the Court holds both subject matter jurisdiction over the case and personal jurisdiction over the defendants. Similarly, venue is proper.

A. Subject Matter Jurisdiction

A federal district court has subject matter jurisdiction over all civil actions where the matter in controversy exceeds $75, 000, exclusive of interest and costs, and is between citizens of different States. See 28 U.S.C. § 1332 (2012). A corporation is a citizen of every state by which it has been incorporated and the one state where it has its principal place of business. Id.

Here, Southern is a banking corporation incorporated and maintaining its principal place of business in North Carolina. Pl. Mem. in Support of Mot. for Sum. Judg. (“Pl. Mem.”) 3, ECF No. 20. Granby, Dean, and Wright are all citizens of the Commonwealth of Virginia. Id.; ECF No. 1. Because the parties are of diverse citizenship, and the amount in dispute exceeds $75, 000, the Court holds subject matter jurisdiction over this case.

B. Personal Jurisdiction

Personal jurisdiction over a defendant is established when a defendant has sufficient “minimum contacts with [the forum state] such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice, ’” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1941)), and when the defendant is subject to the personal jurisdiction of the courts of general jurisdiction of the forum state. See Fed. R. Civ. P. 4(k)(1)(A). The Court has personal jurisdiction over Granby, Wright, and Dean pursuant to Virginia Code Section 8.01-328.1 because they transact business, including the transaction at issue in this case, in the Commonwealth of Virginia. Va. Code § 8.01-328.1; see also Pl. Mem., ECF No. 20; ECF No. 1.

C. Venue

Venue is proper under 28 U.S.C. § 1391(b)(1)-(2) because a substantial part of the events giving rise to Southern’s claim occurred in this judicial district and division. Pl. Mem., ECF No. 20.[1]

II. UNDISPUTED FACTS

On April 30, 2004, Granby executed a Promissory Note in the amount of $600, 000.00 in favor of Bank of the Commonwealth (“Original Note”). Original Note, ECF No. 1-1; Def.’s Ans. to Compl. (“Answer”) ¶ 7, ECF No. 5; ECF No. 20. On September 15, 2005, Granby executed the first of two Change in Terms Agreements (“First Change Agreement”) in favor of Bank of the Commonwealth which modified the terms of the Original Note. First Change Agreement, ECF No. 1-2; Answer ¶ 8, ECF No. 5; ECF No. 20. On November 3, 2006, a second Change in Terms Agreement (“Second Change Agreement”) was executed which further modified the Original Note. Second Change Agreement, ECF No. 1-3; Answer ¶ 9, ECF No. 5; ECF No. 20. On October 10, 2008, Granby executed a replacement Promissory Note (“First Replacement Note”) in favor of Bank of Commonwealth which renewed the Original Note. First Replacement Note, ECF No. 1-4; Answer ¶ 10, ECF No. 5; ECF No. 20. On October 15, 2009, Granby executed a second replacement promissory note (“Second Replacement Note”) in favor of Bank of the Commonwealth, which renewed the First Replacement note. Second Replacement Note, ECF No 1-5; Answer ¶ 11, ECF No. 5; ECF No. 20. On February 29, 2012, Granby executed a Note Modification Agreement in favor of Southern which had become the holder of the obligation. Note Modification Agreement, ECF No. 1-6; Answer ¶ 12, ECF No. 5; ECF No. 20. The Original Note, First Change Agreement, Second Change Agreement, First Replacement Note, Second Replacement Note, and Note Modification Agreement will be collectively referred to as the “Note.”

Craig Dean executed a Commercial Guaranty (the “Dean Guaranty”) by which he “absolutely and unconditionally guarantee[d] and promise[d] to pay . . . the Indebtedness. . . of 428 Granby Street, LLC” on April 29, 2004. Dean Guaranty, ECF No. 1-9. On March 6, 2012, Wright executed a Commercial Guaranty (the “Wright Guaranty”) personally guarantying “full and punctual payment and satisfaction of the Indebtedness of [426 Granby Street, LLC] to Lender, and the discharge of all of [426 Granby Street, LLC]’s obligations under the Note and Related Documents.” Wright Guaranty, ECF No. 1-8. Granby defaulted on the Note. Answer ¶ 14, ECF No. 5; ECF No. 20. By a Demand Letter dated March 15, 2013, Southern demanded payment in full under the Note from Granby, and under the Guaranty from Wright and Dean. Demand Letter, ECF No. 1-7; Answer ¶ 16, ECF No 5; ECF No. 20. Southern made a demand for payment in full of the principal balance of $194, 433.85, interest in ...


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