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Greensill Capital (UK) Limited v. Tempus Intermediate Holdings, LLC

United States District Court, E.D. Virginia, Newport News Division

April 24, 2018

GREENSILL CAPITAL (UK) LIMITED, Plaintiff,
v.
TEMPUS INTERMEDIATE HOLDINGS, LLC, et al, Defendants.

          OPINION AND ORDER

          Lawrence R. Leonard United States Magistrate Judge.

         This matter is before the Court on Plaintiff Greensill Capital (UK) Limited's ("Plaintiff' or "Greensill") Motion for Partial Judgment on the Pleadings, ECF No. 25. On February 20, 2018, the parties consented to jurisdiction before the undersigned United States Magistrate Judge ("the Court") pursuant to 28 U.S.C. § 636(c) and Federal Rule of Civil Procedure 73. ECF No. 32. On April 18, 2018, the parties appeared before the Court for a hearing on Plaintiffs Motion at which time counsel were permitted to present oral argument and answer the Court's inquiries. The Court took the matter under advisement for the issuance of a written disposition. For the following reasons, Plaintiffs Motion for Partial Judgment on the Pleadings (ECF No. 25) is GRANTED.

         I. INTRODUCTION

         This case arises out of a contractual dispute between foreign Plaintiff and domestic Defendants Tempus Intermediate Holdings, LLC ("Defendant Tempus"), Jack Gulbin ("Defendant Gulbin"), and B. Scott Terry ("Defendant Terry") (collectively "Defendants"). Plaintiff Greensill is a financial institution incorporated in England and Wales and maintains its registered office in London, England. Defendant Tempus is a corporate entity, incorporated in the State of Delaware with its principal place of business in Williamsburg, Virginia and is in the business of leasing and selling airplanes. Defendant Gulbin is an individual, shareholder, and principal of Tempus who resides in Colorado. Defendant Terry is an individual, shareholder, and principal of Tempus who resides in South Carolina. In October 2014 the parties entered into a Customer Agreement whereby the parties contracted for Plaintiff to pay certain invoices incurred by Defendants in the operation of their business, with the understanding that Defendants would repay Plaintiff in accordance with the terms of the Customer Agreement. In October 2015 Gulbin and Terry executed a Guaranty Agreement whereby they agreed that if Tempus defaulted on any payment obligation under the Customer Agreement, all liabilities would be due and owing by Gulbin and Terry. After failing to make payments as required under the Customer Agreement, in April 2016, Greensill, Gulbin, and Terry executed a Forbearance Agreement, whereby Greensill agreed to forbear legal action against Defendants in exchange for Defendants' agreement to repay monies owed pursuant to a specific payment schedule. The Forbearance Agreement also included a provision that precluded Defendants from pledging or transferring assets of Tempus prior to payment of all monies owed without the permission of Plaintiff. Following Defendants' default on payment, Plaintiff now seeks, inter alia, declaratory judgment as to the rights and obligations of the parties under the Forbearance Agreement. ECF No. 25.

         A. The Complaint (ECF No. 1)

         After Plaintiffs previous efforts to seek repayment from Defendants proved unsuccessful, on October 13, 2017, Plaintiff filed a four count Complaint in this Court on the basis of diversity jurisdiction. ECF No. 1.

         Count I alleges Breach of Contract against Defendant Tempus only, for breaching the Customer Agreement by failing to make payments as they came due on four Accounts Receivable Tempus had submitted for payment. ECF No. 1 at 15-16, ¶¶ 55-63. Count II alleges Breach of Contract against Defendants Gulbin and Terry for breaching the Guaranty Agreement by defaulting on the payment obligations. ECF No. 1 at 16-17, ¶¶ 64-71. Count III alleges Breach of Contract against Defendants Gulbin and Terry for breaching the Forbearance Agreement by failing to pay the entire outstanding balance owed according to the Schedule of Payments. ECF No. 1 at 17-18, ¶¶ 72-77. Count IV seeks Declaratory Relief against all Defendants as well as injunctive relief. ECF No. 1 at 18-19, ¶¶ 78-83. Specifically, Plaintiff seeks a declaration that "Defendants' efforts to pledge and transfer their assets constitutes a breach of the prohibition in the Forbearance Agreement against Gulbin and Terry pledging, selling, transferring or otherwise disposing of any interest in their assets prior to them completing the Scheduled Payments to Greensill set forth therein." ECF No. 1 at 19, ¶ 81. In its prayer for relief, Plaintiff also seeks "an injunction prohibiting Defendants from selling, leasing, transferring, or otherwise disposing of their assets except as permitted under the Forbearance Agreement, any such other and additional relief deemed just and proper." ECF No. 1 at 19.

         After obtaining leave of Court to file their respective responses to the Complaint, see ECF Nos. 10-20, Defendant Gulbin and Defendants Terry and Tempus filed their respective Answers to the Complaint, see ECF Nos. 21 (Defendant Gulbin) & 22 (Defendants Terry and Tempus).

         II. STANDARD OF REVIEW

         Plaintiff moves for partial judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c) ("Rule 12(c)"), which provides that "[a]fter the pleadings are closed-but early enough not to delay trial-a party may move for judgment on the pleadings." Fed.R.Civ.P. 12(c). A motion for judgment on the pleadings is an appropriate mechanism for a party seeking declaratory judgment regarding a contractual dispute. See Paul v. ImpactOffice LLC, No. CV TDC-16-2686, 2017 WL 2462492, at *2 (D. Md. June 6, 2017), appeal dismissed sub nom. ImpactOffice LLC v. Siniavsky, No. 17-1634 (L), 2017 WL 6543801 (4th Cir. Dec. 1, 2017) ("Such a motion can be used to obtain a declaratory judgment where the only dispute is the proper interpretation of contractual terms.") (citing Hous. Auth. Risk Retention Grp., Inc. v. Chi. Hous. Auth, 378 F.3d 596, 598 (7th Cir. 2004); A. S. Abell Co. v. Bait. Typographical Union No. 12, 338 F.2d 190, 193-95 (4th Cir. 1964)).

         In the Fourth Circuit, when resolving a Rule 12(c) motion on the basis of the underlying merits, as is the current posture, the Court decides such motion under the same standard as a motion for summary judgment. Thus, the Court

assumes the facts alleged by the nonmoving party to be true and draws all reasonable factual inferences in its favor, and judgment is appropriate only if the moving party establishes that no genuine issue of material fact remains to be resolved and that the party is entitled to judgment as a matter of law.

Paul v. ImpactOffice LLC, No. CV TDC-16-2686, 2017 WL 2462492, at *2 (D. Md. June 6, 2017), appeal dismissed sub nom. ImpactOffice LLC v. Siniavsky, No. 17-1634 (L), 2017 WL 6543801 (4th Cir. Dec. 1, 2017) (citing Sanders v. Mountain America Fed. Credit Union, 689 F.3d 1138, 1141 (10th Cir. 2012); United States v. Any & All Radio Station Transmission Equip., 207 F.3d 458, 462 (8th Cir. 2000); Alexander v. City of Chicago, 994 F.2d 333, 336 (7th Cir. 1993); Bell Atlantic-Maryland, Inc. v. Prince George's Cty., 155 F.Supp.2d 465, 473 (D. Md. 2001)). Thus, "when 'the plaintiff moves for judgment on the pleadings, the motion should be granted if, on the undenied facts alleged in the complaint and assuming as true all the material allegations of fact in the answer, the plaintiff is entitled to judgment as a matter of law.'" Zen42 LLC v. Washington & Lee Univ., No. 6:17-CV-00053, 2017 WL 4532580, at *1 (W.D. Va. Oct.10, 2017) (quoting Walker v. Liberty Mut. Ins. Co., No. 4:16-CV-01388-RBH, 2017 WL 1020884, at *1 (D.S.C. Mar. 16, 2017); citing Smurfit-Stone Container Enterprises, Inc. v. Nat'l Interstate Ins. Co., No. 3:08CV093-HEH, 2008 WL 4153762, at *4 (E.D. Va. Sept. 5, 2008); A. S. Abell Co. v. Baltimore Typographical Union No. 12, 338 F.2d 190, 192-93 (4th Cir. 1964) (affirming plaintiffs motion for judgment "since the pleadings raised no issue of fact")).

         In making this determination, the Court considers the pleadings (to wit: the complaint, the answer, and any written instruments attached to those filings), as well as any documents that are "integral to the complaint and authentic." Occupy Columbia v. Haley, 738 F.3d 107, 116 (4th Cir. 2013) (quoting Phillips v. Pitt Cty. Mem'I Hosp., 572 F.3d 176, 180 (4th Cir. 2009)). See also Certusview Techs., LLC v. S&N Locating Servs., LLC, No. 2;I3CV346, 2016 WL 4251579, at *9 (E.D. Va. Aug. 10, 2016), aff"d sub nom. CertusView Techs., LLC v. S & N Locating Servs., LLC, 695 Fed.Appx. 574 (Fed. Cir. 2017) ("On a motion for judgment on the pleadings made pursuant to Rule 12(c), only the pleadings are considered, and the exhibits which are part of such pleadings.") (quoting A.S. Abell Co. v. Bait. Typographical Union No. 12, 338 F.2d 190, 193 (4th Cir. 1964)) (internal quotations omitted).

         III. FINDINGS OF FACT

         Given that Plaintiff seeks partial judgment as to Count IV only, the Court limits its inquiry to the factual allegations and corresponding admissions and denials that are relevant to consideration of Count IV. Keeping in mind the standards enunciated in Part II, supra, the Court considers Plaintiffs factual allegations (and admissions or denials of the same) and the language of the Forbearance Agreement when deciding Plaintiffs Rule 12(c) Motion. Thus, for the purpose ...


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