Telerent Leasing Corp. v. Progressive Medical Imaging PLC

918 F. Supp. 2d 666, 2013 WL 228087, 2013 U.S. Dist. LEXIS 8148
CourtDistrict Court, E.D. Michigan
DecidedJanuary 22, 2013
DocketCase No. 11-15476
StatusPublished

This text of 918 F. Supp. 2d 666 (Telerent Leasing Corp. v. Progressive Medical Imaging PLC) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Telerent Leasing Corp. v. Progressive Medical Imaging PLC, 918 F. Supp. 2d 666, 2013 WL 228087, 2013 U.S. Dist. LEXIS 8148 (E.D. Mich. 2013).

Opinion

OPINION AND ORDER GRANTING IN PART AND DENYING IN PART PLAINTIFFS’ MOTION FOR SUMMARY JUDGMENT, DENYING DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT AGAINST PLAINTIFF, AND GRANTING DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT ON CROSS-CLAIM

THOMAS L. LUDINGTON, District Judge.

What does “in the aggregate” mean? That is the question in this contract dispute. The case began when a radiology lab leased a medical device. The terms of the lease were memorialized in a master lease schedule. Seven individuals then executed personal guarantees promising that, if the lab defaulted, they would be liable for 20 percent “of the amount funded by the Lessor in the aggregate in connection with the Master Lease Schedules.” The lab made its monthly payments, for a while. After the payments stopped, this litigation ensued.

The lessor (more precisely, the lessor’s successor in interest) brought suit against the lab and the guarantors. At issue is the extent of the guarantors’ liability. This, in turn, raises the question of what “the amount funded ... in the aggregate” means.

Both the plaintiff and the guarantors move for summary judgment on the question. The plaintiff contends that the phrase “the amount funded ... in the aggregate” means the initial amount funded, the sum total advanced under the lease. The guarantors contend that the phrase means the current balance due under the lease, the net amount funded.

For reasons detailed below, the plaintiffs interpretation is sound; the guarantors’ interpretation, flawed. Briefly, “aggregate” means “the whole sum or amount; sum total.” Webster’s Third International Dictionary 41 (unabridged ed. 2002). It refers to a unitary amount, one “[fjormed by combining into a single whole or total.” Black’s Law Dictionary 72 (8th ed. 2004). The “amount funded ... in the aggregate” is “whole sum” funded, the “single whole.” Therefore, the guarantee of 20 percent of the amount funded “in the aggregate” does not refer to the net amount funded — but the whole sum.

I

Plaintiff Telerent Leasing Corp., as noted, is the successor in interest to the original lessor, Phillips Medical Capital, LLC (“Phillips”).

Defendant Progressive Medical Imaging & Minimally Invasive Therapeutics, PLC (“Company”) is, or was, a radiology lab and diagnostic center located in Saginaw, Michigan.

Defendants Gerard Farrar, Charles Guidot, George Carty, Harold Blumenstein, Richard Jankowski, Stephane Delaunay, Bassam Daghman (“Guarantors”) are the seven persons who executed a guarantee on behalf of the Company.

A

In February 2005, the Company agreed to lease medical equipment from Phillips, memorializing the agreement in a master lease schedule and master lease agreement. See PL’s Mot. Summ. J. Exs. A-B [669]*669(attaching master lease schedule and master lease agreement).

It is not clear whether the Company leased more than one piece of medical equipment from Phillips. What is clear is that the Company leased at least one piece — a “PACS with Proplus Service.”1 See Master Lease Schedule No. 6, attached as PL’s Mot. Ex. A. The lease terms for this item were memorialized in a document titled “master lease schedule no. 6.” See id. (That it was schedule “no. 6” suggests that the Company may have leased several pieces of equipment from Phillips.) That document provides that the lease term is 60 months. Id. ¶ 4. For the first year, the monthly lease payments are $9,694.63 (plus all applicable taxes). Id. ¶ 5. For the following four years, the monthly lease payments are $15,692.74 (plus all applicable taxes). Id.

The master lease agreement provides the general terms of the lease, including assignment rights, remedies in the event of default, and choice-of-law. The assignment clause provides that Phillips “may at any time assign all or part of any interest in any Lease or and each item of the System and monies to become due to Lessor hereunder.” Master Lease Agreement ¶ 7, attached as Pl.’s Mot. Ex. B. And it provides that the Company agrees that “any such assignment shall not materially change Lessee’s duties or obligations.” Id.

The remedies section contains an acceleration of indebtedness clause, which provides that if the Company defaults Phillips may declare the full amount due under the lease “immediately due and payable and similarly accelerate the balances due under any other Lease and agreements between [the Company] and [Phillips].” Id. ¶ 14.

And the master lease agreement contains a provision specifying that the lease “is a ‘Finance Lease’ as that term is defined in Article 2A of the UCC.” Id. ¶ 19.

Finally, the master lease agreement contains a choice-of-law provision, providing: “This Agreement and each Lease hereunder shall be binding and effective when accepted by [Phillips] at its corporate office in Wayne, Pennsylvania, shall be deemed to have been made in Wayne, Pennsylvania and except for local filing requirements and laws relating to the conflict of laws, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.” Id. ¶ 20.

The Company took possession of the equipment in September 2005. See PL’s Mot. Ex. C (attaching delivery and acceptance certificate).

B

In May of 2007, the Guarantors executed joint and several liability guarantees in favor of Phillips. See Pl.’s Mot. Exs. G-I (attaching guarantees and addenda to guarantees). The guarantees provide that each Guarantor “waives any right to require [Phillips] to (a) proceed with or exhaust remedies against [the Company].” Guarantee ¶ 4, attached as Pl.’s Mot. Exs. G-I. In its most important clause, the guarantee establishes the limits of the Guarantors’ liability, providing:

[670]*670The Guarantors!’] joint and several liability hereunder shall not exceed

(i) twenty percent (20%) of the amount funded by [Phillips] in the aggregate in connection with the Master Lease Schedules; plus
(ii) all expenses of obtaining or endeavoring to obtain payment or performance under the lease or any security therefore, or of enforcing this Guarantee against such Guarantor, including attorneys’ fees and other legal expenses.

Addendum to Guarantee ¶2 (formatting supplied), attached as Pl.’s Mot. Exs. G-I. And, like the master lease agreement, the guarantees contain a choice-of-law provision selecting Pennsylvania law. Guarantee ¶ 8.

C

At some point (the parties do not specify when), Phillips assigned its rights under the master lease agreement to IBM Credit LLC. Evans Decl. ¶2, attached as Pl.’s Mot. Ex. F. “Of the amount funded by [Phillips] in the aggregate in connection with the Master Lease Schedules,” the undisputed evidence shows, “[Phillips] assigned to IBM Credit LLC rights to the payment of $1,686,945.00 from [the Company].” Id. ¶ 11.

IBM Credit, in turn, assigned its rights under the master lease agreement to Plaintiff in August 2008 — in part. Id. ¶ 2. Specifically, the undisputed evidence is that “IBM Credit LLC assigned $705,369.97 of the amount funded by [Phillips] in the aggregate in connection with the Master Lease Schedules ... to [Plaintiff].” Id. ¶ 11 (brackets omitted).

D

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Bluebook (online)
918 F. Supp. 2d 666, 2013 WL 228087, 2013 U.S. Dist. LEXIS 8148, Counsel Stack Legal Research, https://law.counselstack.com/opinion/telerent-leasing-corp-v-progressive-medical-imaging-plc-mied-2013.