CNH Capital America LLC v. Hunt Tractor, Inc.

568 F. App'x 461
CourtCourt of Appeals for the Sixth Circuit
DecidedJune 13, 2014
Docket13-6007
StatusUnpublished
Cited by6 cases

This text of 568 F. App'x 461 (CNH Capital America LLC v. Hunt Tractor, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
CNH Capital America LLC v. Hunt Tractor, Inc., 568 F. App'x 461 (6th Cir. 2014).

Opinions

OPINION

HOOD, District Judge.

Plaintiff-Appellant CNH Capital America LLC (“CNH”) appeals from the summary judgment entered in favor of the Defendant-Appellee Dominick Pagano (“Pagano”) by the district court on CNH’s claims for conversion, breach of contract, fraudulent conveyance, and civil conspiracy to commit fraudulent conveyance, as well as the district court’s decision to deny CNH’s own motion for summary judgment on its claims of conversion and fraudulent conveyance.

Hunt Tractor, Inc., of which Pagano was a minority shareholder, and CNH entered into a Wholesale Financing and Security Agreement to cover Case brand earth-moving equipment. Following the receipt of a large sum of proceeds covered by the agreement, Hunt Tractor fully paid off its term loan and line of credit loan with another creditor, Commonwealth Bank and Trust Company (“Commonwealth”), remitting none of the proceeds to CNH, in contravention of the agreement between Hunt Tractor and CNH. The payment to Commonwealth benefitted Pagano by allowing him to terminate his personal guaranty and request the release of previously pledged assets securing the loans from Commonwealth to Hunt Tractor.

Based upon Hunt Tractor’s violation of the Financing Agreement, CNH brought multiple claims against Hunt Tractor, Scott Hunt, Jr. (“Hunt”), and Dominick Pagano. CNH appeals the district court’s grant of summary judgment in favor of Pagano on its claims of conversion, breach of contract, fraudulent conveyance, and civil conspiracy to commit fraudulent conveyance. CNH further appeals the district court’s denial of its own motion for summary judgment on its claims of conversion and fraudulent conveyance. For the reasons that follow, the Court will affirm in part and reverse in part.

I.

Hunt Tractor was in the business of selling, renting, and repairing new and used earth-moving equipment. [R. 110-36, Page ID 1634], In 2007, at the insistence of Hunt, Pagano’s son-in-law, Pagano made a number of loans to Hunt Tractor, which facilitated Hunt’s purchase of the [463]*463company. After loaning Hunt Tractor $400,000, Pagano converted the debt to equity in the company, making Pagano a minority shareholder. [R. 110-11, Page ID 1481-88; R. 102-5, Page ID 879-84], Once a stockholder, Pagano made additional advances of $225,000. [R. 102^4, Page ID 874; R. 102-9; Page ID 892; R. 110-11, Page ID 1508, 1511]. Pagano gave business advice to Hunt about running the company, [R. 102-4, Page ID 867], but was never an officer, employee, or director of Hunt Tractor, [R. 102-2, Page ID 859; R. 102-7, Page ID 887], despite being listed as Chairman of the Board on an organizational chart prepared when Hunt was applying for Hunt Tractor to continue as a Case brand dealership. See [R. 110-87, Page ID 1687].

Hunt Tractor operated as a licensed Case brand equipment dealer many years before Hunt purchased the company. See [R. 102-2, Page ID 860]. On May 30, 1991, before Hunt became the owner, and before Pagano was a stockholder, Hunt Tractor entered into a Wholesale Financing and Security Agreement (“WFSA”) with Case Credit Corporation. [R. 110-2, Page ID 1363-78], Subsequently, Case Credit Corporation was converted from a corporation to a limited-liability company and changed its name to CNH Capital America LLC. [R. 110-3, Page ID 1380-81], Thus, CNH became the successor to the WFSA. The WFSA granted CNH a security interest in inventory, equipment, all proceeds of inventory, Hunt Tractor’s accounts with CNH, and other collateral requested by CNH. [R. 110-2, Page ID 1363-64]. Hunt’s interrogatory responses indicate that “[t]he standard protocol was that proceeds were used to keep the doors open before any vendor was paid.” [R. 110-13, Page ID 1550]. According to Hunt, CNH was aware of this practice and knew Hunt Tractor was regularly behind on payments. [R. 110-13, Page ID 1550].

CNH was not Hunt Tractor’s only source of financing. After acquiring Hunt Tractor, and with help from Pagano, Hunt began moving Hunt Tractor’s corporate bank accounts from Fifth Third Bank to Commonwealth. [R. 110-11, Page ID 1488]. In March 2008, Hunt Tractor entered into a $500,000 line of credit and took out a $600,000 term loan with Commonwealth. [R. 110-14, Page ID 1562-63; R. 110-17, Page ID 1572-73]. According to Hunt, the negotiations for these loans were completely handled by Pagano because “he had done business with banks and loans before.” [R. 110-10, Page ID 1452-53]. Pagano claims that he was only the initial contact and was not involved in the discussions with Commonwealth on behalf of Hunt Tractor. [R. 102^4, Page ID 870].

Before extending financing to Hunt Tractor, Commonwealth required Hunt Tractor, Hunt, and Pagano to provide security for the loans. Pagano and Hunt executed non-revocable personal guaranties for the full amount of Hunt Tractor’s line of credit. [R. 1-6 Page ID 70-72; R. 110-15, Page ID 1565-67; R. 110-12, Page ID 1536-37]. Hunt Tractor granted Commonwealth a security interest in its business assets. [R. 103-22, Page ID 1157].

Additionally, Commonwealth, after noting that Pagano had significant wealth, required a pledge of collateral from Paga-no. Pagano pledged securities and executed a control agreement for a Commonwealth trust account, which was composed of EDAC stock, a company owned and run by Pagano. [R. 110-16, Page ID 1569-70; R. 110-11, Page ID 1497]. Pagano initially placed around 300,000 shares of EDAC stock in the trust account. [R. 110-11, Page ID 1502]. Commonwealth demanded more collateral when the value of the EDAC stock fell, and Pagano placed an [464]*464additional 148,333 shares of EDAC stock in the trust account. [R. 110-11, Page ID 1497-98, 1501; R. 110-19, Page ID 1582], Pagano could only have his collateral in the trust account released when “all of the obligations secured by Collateral ha[d] been satisfied,” or upon the consent of Commonwealth Bank. [R. 110-16, Page ID 1569; R. 110-18, Page ID 1575]. Pagano also pledged a TD Banknorth brokerage account. . [R. 110-22, Page ID 1592-98]. The control agreement executed on the TD Banknorth brokerage account was expressly irrevocable. [R. 110-22, Page ID 1595].

Eventually, Hunt Tractor began having problems meeting its payment obligations to CNH. In early 2009, CNH extended some of the payments, but Hunt Tractor requested further extension in June. [R. 102-10, Page ID 893]. In July 2009, Paga-no learned that Hunt Tractor had been missing principal payments to CNH. [R. 110-11, Page ID 1513]. This led Pagano to begin considering withdrawing his personal guaranty and collateral on the loans extended by’ Commonwealth. [R. 102-4, Page ID 875]. However, under the terms of the agreements, Pagano could only be released from his obligations when the term note and line of credit reached a zero balance. [R. 110-25, Page ID 1605].

Meanwhile, in July 2009, the Kentucky Department of Transportation (“KYDOT”) placed a large order with Hunt Tractor. [R. 110-13, Page ID 1560]. Hunt Tractor received payment for this order on November 9, 2009. [R. 110-13, Page ID 1560]. The check from the KYDOT, made out for $825,347.00, was deposited in Hunt Tractor’s bank account at Commonwealth on November 12. [R. 110-27, Page ID 1609]. On the same day, Commonwealth received notification from Pagano that he wished to remove his guaranties from the term loan and line of credit and Pagano requested the payoff amounts and documents to release his collateral. [R. 110-28, Page ID 1611]. On November 13, 2009, Hunt was sent payoff and close out letters for both he and Pagano. [R. 110— 29, Page ID 1615].

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Bluebook (online)
568 F. App'x 461, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cnh-capital-america-llc-v-hunt-tractor-inc-ca6-2014.