Swaminathan v. Fitchie

CourtDistrict Court, W.D. Kentucky
DecidedJuly 23, 2025
Docket3:23-cv-00497
StatusUnknown

This text of Swaminathan v. Fitchie (Swaminathan v. Fitchie) is published on Counsel Stack Legal Research, covering District Court, W.D. Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Swaminathan v. Fitchie, (W.D. Ky. 2025).

Opinion

UNITED STATES DISTRICT COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION CIVIL ACTION NO. 3:23-CV-00497-CHB-CHL

VICTOR SWAMINATHAN, Plaintiff,

v.

TYLER FITCHIE, Defendant.

MEMORANDUM OPINION Before the Court are the Motion for Partial Summary Judgment, Motion of Immediate Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint, and Renewed Motion for Immediate Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint filed by Plaintiff Victor Swaminathan (“Swaminathan”). (DNs 37, 44, 51.) Defendant Tyler Fitchie (“Fitchie”) has not responded to these three motions and his time to do so has expired. See Fed. R. Civ. P. 12(a); LR 7.1(c). Therefore, these matters are ripe for review. The Parties have consented to the jurisdiction of a Magistrate Judge to enter judgment in this case with direct review by the Sixth Circuit Court of Appeals in the event an appeal is filed. (DNs 41, 43.) For the reasons set forth below, the Court will grant Swaminathan’s Motion for Partial Summary Judgment (DN 37); however, the Court will deny Swaminathan’s Motion of Immediate Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint (DN 44)1 and

1 The Court will deny the “immediate” Motion for Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint (DN 44) because this filing is superfluous and redundant as Plaintiff has already filed a Motion for Partial Summary Judgment (DN 37). In addition, the Court admonished Plaintiff that “it is improper to file a motion for immediate entry of partial summary judgment … nearly a month after requesting for partial summary judgment.” (DN 53, at PageID # 246.) Renewed Motion for Immediate Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint (DN 51).2 I. BACKGROUND Plaintiff Swaminathan agreed to loan Defendant Fitchie money to allow Fitchie to purchase stock in an entity known as DSI Group, Inc. d/b/a Defense Solutions and/or Defense Solutions

International (“DSIG”). (DN 1, at ⁋ 5.) To facilitate the loan, between March 31, 2023, and April 3, 2023, Swaminathan and Fitchie executed a series of contracts. Those contracts include a Loan Agreement (DN 1-2), First Amendment to Loan Agreement (DN 1-4), Promissory Note (DN 1-3), and Escrow Agreement (DN 1-6) (collectively the “Loan Documents”). Copies of the Loan Documents signed by Swaminathan, Fitchie, and, where appropriate, their Escrow Agent, Brian Herzig (“Herzig”), have been filed in the record. (DNs 1-2, 1-3, 1-4, 1-6.) Pursuant to the Loan Documents, Swaminathan agreed to loan Fitchie the sum of $1,500,000 payable in two installments. (DN 1-2, at ⁋ 1; DN 1-3, at ⁋ 1.) While the amount of the individual installments was modified by amendment, the total amount of the loan remained the

same. (DN 1-4.) In return, Fitchie agreed to repay Swaminathan a total of $4,000,000, the loaned amount of $1,500,000, including $2,500,000 to release Swaminathan’s interest in the collateral Fitchie offered in exchange for the loan. (DN 1-3, at ⁋ 2.) Fitchie agreed to put up stock he owned in TKM Enterprises, LLC d/b/a TKM Underground (“TKM”) and the shares he planned to acquire in DSIG as collateral for his repayment of Swaminathan’s loan. (DN 1-2, at ⁋⁋ 2, 4; DN 1-6.) Fitchie caused DSIG to issue a stock pledge authorization stating that Fitchie would own all shares

2 The Court will deny the Renewed Motion for Immediate Entry of Summary Judgment on Counts I, III and IV of Plaintiff’s Complaint (DN 51) because, as the Court stated in another Order, “it is … improper and unnecessary to renew a ‘renewed’ motion several months [after filing for partial summary judgment;] [t]he only time when renewal of a motion is appropriate is when a motion has been administratively remanded, which did not occur in this case.” (DN 53, at PageID #246.) of DSIG and be free to use them as collateral. (DN 1, at ⁋ 8; DN 1-5.) The Parties agreed that Herzig would act as their Escrow Agent to hold that collateral, and Fitchie agreed to deliver share certificates representing his ownership in TKM and DSIG to Herzig to be held until he paid the required amount to Swaminathan. (DN 1-3, at ⁋ 3; DN 1-6.) Fitchie was to make the required payment by June 2, 2023. (DN 1-3, at ⁋ 2.)

The Loan Documents provided that if Fitchie defaulted on his obligations, the collateral— the stock in TKM and DSIG—was immediately distributable to Swaminathan. (DN 1-3, at ⁋⁋ 3, 7; DN 1-6, at ⁋ A(4).) The Loan Documents further provided that if Fitchie did not make the $4,000,000 payment by June 2, 2023, a “late charge” of 1.5% of the payoff balance owed would be immediately due and payable. (DN 1-3, at ⁋ 6.) The Loan Documents also provided that Fitchie remained responsible for “any and all expenses incurred by [ ] [Swaminathan] in connect[ion] with the loan . . . including reasonable attorneys’ and paralegals’ fees.” (Id. at ⁋ 7.) The Loan Documents permitted Swaminathan to exercise any of the remedies provided for within the documents “singly, successively, or together at [his] sole discretion.” (Id. at ⁋ 9.) The Loan

Documents also provided that they would be governed by Kentucky law. (DN 1-2, at ⁋ 8; DN 1- 3, at ⁋ 13.) Swaminathan performed his obligations under the Loan Documents and loaned the specified sum to Fitchie. (DN 1, at ⁋ 11; DN 9-3, at ⁋ 3.) But Fitchie neither repaid Swaminathan nor delivered his shares in DISG and TKM to Herzig to serve as collateral. (DN 1, at ⁋ 11; DN 9- 3, at ⁋⁋ 5-6.) On September 20, 2023, Swaminathan filed a four-count Complaint against Fitchie for breach of contract, fraud in the inducement, unjust enrichment, and specific performance. (DN 1.) Service of the Complaint was provided to what was believed to be Fitchie’s agent on October 6, 2023, via certified mail. (DNs 4, 4-1, 9-1.) Fitchie did not file an answer or otherwise appear and defend against Swaminathan’s allegations. At Swaminathan’s request, on November 16, 2023, the Clerk entered a default against Fitchie. (DN 8.) On November 17, 2023, Swaminathan filed a motion for default judgment, requesting the Court enter a judgment against Fitchie awarding him (1) $4,000,000 in monetary damages; (2) post-judgment interest; (3) the 1.5% late fee provided

for in the Promissory Note; (4) attorney’s fees; (5) costs; and (6) a court order compelling specific performance of Defendant to transfer his shares in TKM and DSIG to the Escrow Agent for release to Swaminathan. (DN 9.) Thereafter, Fitchie contacted the Court by telephone and spoke with the Case Manager for District Judge Claria Horn Boom. (DN 10.) Fitchie “advised that he was aware of the lawsuit and would speak with [Swaminathan].” (Id.) Despite that call, Fitchie did not immediately file anything or otherwise appear in this action. While Fitchie briefly contacted counsel for Swaminathan to discuss resolving this lawsuit (DN 11), Swaminathan’s counsel represented on March 30, 2024, that he had received no further communications from Fitchie regarding this

lawsuit. (DN 15.) Additionally, the Court also sent a copy of its April 5, 2024, Order requiring Swaminathan to supplement his motion for default judgment to Fitchie via certified mail and received a return receipt card back that was signed by the same person who signed when Fitchie was served with the Complaint via certified mail. (DNs 4-1, 16, 18.) The Court’s first order for supplementation indicated that Swaminathan’s motion for default judgment would be addressed in due course after submission of the supplementary materials, putting Fitchie on notice that the Court would address the motion and that a default judgment was a possible outcome. (DN 16.) At this time, Fitchie had neither appeared nor caused any attorney to enter an appearance on his behalf in this action.

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Swaminathan v. Fitchie, Counsel Stack Legal Research, https://law.counselstack.com/opinion/swaminathan-v-fitchie-kywd-2025.