Harley-Davidson Credit v. Galvin, et al.

2014 DNH 185
CourtDistrict Court, D. New Hampshire
DecidedSeptember 4, 2014
Docket12-cv-374-LM
StatusPublished

This text of 2014 DNH 185 (Harley-Davidson Credit v. Galvin, et al.) is published on Counsel Stack Legal Research, covering District Court, D. New Hampshire primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Harley-Davidson Credit v. Galvin, et al., 2014 DNH 185 (D.N.H. 2014).

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW HAMPSHIRE

Harley-Davidson Credit Corp.

v. Civil No. 12-cv-374-LM Opinion No. 2014 DNH 185 Mark B. Galvin and RASair, LLC

O R D E R

Harley-Davidson Credit Corporation (“Harley-Davidson”)

brought suit against RASair, LLC (“RASair”) and Mark Galvin,

alleging claims for breach of contract against both defendants.

Default has been entered against RASair. See Document no. 14.

Harley-Davidson moves for summary judgment on its breach of

contract claim against Galvin. Galvin objects to the motion.

Standard of Review

Summary judgment is appropriate when “the movant shows that

there is no genuine dispute as to any material fact and the

movant is entitled to judgment as a matter of law.” Fed. R.

Civ. P. 56(a). “A genuine issue is one that can be resolved in

favor of either party, and a material fact is one which has the

potential of affecting the outcome of the case.” Jakobiec v.

Merrill Lynch Life Ins. Co., 711 F.3d 217, 223 (1st Cir. 2013)

(internal quotation marks omitted). The movant may satisfy its burden by showing “that there is an absence of evidence to

support the non-moving party’s case.” Celotex Corp. v. Catrett,

477 U.S. 317, 325 (1986). In deciding a motion for summary

judgment, the court draws all reasonable factual inferences in

favor of the nonmovant. Kenney v. Floyd, 700 F.3d 604, 608 (1st

Cir. 2012).

Background

On April 24, 2008, RASair entered into a loan with

Eaglemark Savings Bank (“Eaglemark”) for $250,000, for the

purpose of purchasing a Cessna 421C, bearing a manufacturer’s

serial number 421C0171, and a United States Registration mark

N42ILW (the “Aircraft”). The loan was evidenced by an “Aircraft

Secured Promissory Note” dated April 24, 2008 (the “Promissory

Note”). As security for the loan, RASair granted to Eaglemark a

first priority security interest in the Aircraft, including the

Aircraft’s airframe, engines, propellers, and record logs. The

security interest was evidenced by an “Aircraft Security

Agreement,” also dated April 24, 2008. On the same day, Galvin

executed an “Unconditional and Continuing Guaranty,” in which he

personally guaranteed RASair’s performance under the Aircraft

Security Agreement and the Promissory Note (the “Guaranty”).

2 The court will refer to the Promissory Note, the Aircraft

Security Agreement, and the Guaranty collectively as the “Loan

Documents.”

At some point, Eaglemark assigned the Promissory Note and

the Aircraft Security Agreement to Harley-Davidson. On

approximately August 24, 2010, RASair defaulted on the

Promissory Note for failure to pay the amount due.

On September 6, 2011, after several months of discussions

with Galvin and in accordance with the terms of the Loan

Documents, Harley-Davidson repossessed the Aircraft.

Immediately upon repossession, the Aircraft was placed in the

custody of Specialty Aircraft Services, Incorporated (“SAS”), a

dealer that specializes in the sale of repossessed and

foreclosed aircraft. SAS was tasked with selling the Aircraft,

and the proceeds of the sale were to be applied to RASair and

Galvin’s outstanding debt related to the Aircraft.

While in SAS’s custody, the Aircraft’s audio panel was

vandalized. Harley-Davidson had Specialty Aircraft Leasing,

Incorporated (“SAL”) repair the audio panel and make several

other repairs to improve the condition of the Aircraft.1 SAL

1 It is unclear whether SAS is affiliated with SAL.

3 provided an invoice for its repair services, which indicated

that the cost for repairing the audio panel was $2,000.

SAS subsequently sold the Aircraft in November of 2011 for

$155,000. The proceeds of the sale, less expenses, were applied

to the obligations owed under the Promissory Note to Harley-

Davidson. Harley-Davidson asserts that the remaining balance

owed is $108,681.50, which includes the expenses incurred to

repair the Aircraft, other than the cost for repairing the audio

panel which was not included.2 On December 14, 2011, Harley-

Davidson mailed to RASair and Galvin letters for “Demand of

Repayment of Deficiency.” Neither RASair nor Galvin has paid

any of the remaining balance. This action followed. Default

has been entered against RASair.

Discussion

contract claim against Galvin. It argues that it is

2 The remaining balance was determined as follows in accordance with paragraph ten of the Aircraft Security Agreement: At the time of the sale, the total amount due to Harley-Davidson from RASair was $261,681.50, which included $243,162.98 owed under the Loan Documents, $7,750 for a Repossession/Broker Fee, $375 in Escrow Fees, and $12,393.52 in Aircraft Repairs, Storage, and Maintenance. The Aircraft was sold for $155,000, which resulted in a remaining balance of $108,681.50.

4 uncontroverted that RASair defaulted on the loan and that Galvin

is personally liable for the deficiency balance remaining after

the Aircraft was sold. Galvin does not dispute that RASair

defaulted or that, under the Guaranty, he would be personally

liable for any debt remaining had Harley-Davidson sold the

Aircraft in the manner “specified by the contract.” Def.’s Obj.

at 6. He argues, however, that both the Loan Documents and the

Uniform Commercial Code required that Harley-Davidson sell the

Aircraft in a commercially reasonable manner, and there is a

genuine issue of material fact as to whether Harley-Davidson did

so. He contends that, therefore, summary judgment is

inappropriate.

The Loan Documents all contain choice of law provisions

selecting Nevada law as the applicable law governing any

disputes. Both Harley-Davidson and Galvin agree that Nevada law

applies.3

“Under Nevada law, breach of contract has three elements:

(1) the existence of a valid contract; (2) a breach by the

defendant; and (3) damage as a result of the breach.” U.S.

Bank, NA v. Recovery Servs. Nw., Inc., No. 2:13-cv-1254-APG-GWF,

3 Galvin does not specifically address the choice of law provisions in the Loan Documents but cites Nevada cases in his objection to the summary judgment motion.

5 2014 WL 1347376, at *2 (D. Nev. Apr. 4, 2014); see also

Takiguchi v. MRI Int’l, Inc., No. 2:13-cv-1183-JAD-VCF, 2013 WL

5150444, at *3 (D. Nev. Sept. 12, 2013). As mentioned, Galvin

does not dispute that an agreement existed between himself and

Harley-Davidson. Galvin admits that he guaranteed RASair’s

obligations under the Loan Documents and concedes that as the

primary obligor, RASair subsequently defaulted on those

obligations to Harley-Davidson. In addition, Galvin does not

dispute that he has failed to fulfill his obligation to pay

Harley-Davidson what RASair owes or that Harley-Davidson has not

received the total amount owed under the Loan Documents.

Instead, Galvin argues that he is not liable for the remaining

debt because Harley-Davidson did not sell the Aircraft in a

commercially reasonable manner.

Where there is “a challenge by the debtor to the commercial

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Spratt v. Rhode Island Department of Corrections
482 F.3d 33 (First Circuit, 2007)
Bogan v. City of Boston
489 F.3d 417 (First Circuit, 2007)
Hutchinson Ex Rel. Julien v. Patrick
636 F.3d 1 (First Circuit, 2011)
Spooner v. EEN, INC.
644 F.3d 62 (First Circuit, 2011)
Kenney v. Floyd
700 F.3d 604 (First Circuit, 2012)
Jakobiec v. Merrill Lynch Life Insurance
711 F.3d 217 (First Circuit, 2013)
Dennison v. Allen Group Leasing Corp.
871 P.2d 288 (Nevada Supreme Court, 1994)
Jones v. Bank of Nevada
535 P.2d 1279 (Nevada Supreme Court, 1975)
In Re Northwest Airlines Corp.
393 B.R. 337 (S.D. New York, 2008)
In Re Davis
14 B.R. 226 (D. Maine, 1981)
Colonial Pacific Leasing Corp. v. N & N Partners, LLC
981 F. Supp. 2d 1345 (N.D. Georgia, 2013)

Cite This Page — Counsel Stack

Bluebook (online)
2014 DNH 185, Counsel Stack Legal Research, https://law.counselstack.com/opinion/harley-davidson-credit-v-galvin-et-al-nhd-2014.