Westfield Insurance Co. v. Rainey Contracting, LLC

179 F. Supp. 3d 798, 2016 U.S. Dist. LEXIS 57658, 2016 WL 1638755
CourtDistrict Court, E.D. Tennessee
DecidedApril 13, 2016
DocketNo. 2:15-CV-247
StatusPublished
Cited by3 cases

This text of 179 F. Supp. 3d 798 (Westfield Insurance Co. v. Rainey Contracting, LLC) is published on Counsel Stack Legal Research, covering District Court, E.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Westfield Insurance Co. v. Rainey Contracting, LLC, 179 F. Supp. 3d 798, 2016 U.S. Dist. LEXIS 57658, 2016 WL 1638755 (E.D. Tenn. 2016).

Opinion

ORDER

J. RONNIE GREER, UNITED STATES DISTRICT JUDGE

The plaintiff Westfield Insurance Company (“Westfield”) fíléd a motion for preliminary injunction, [Doc. 38], Defendants Rainey Contracting, LLC, Rainey, • LLC, Skin, LLC, Scott T. Rainey, Stephanie I. Rainey, and Seth L. Kincaid (“defendants”), have responded, [Docs. 51, 52], and the plaintiff has replied, [Docs. 54, 55.]. Oral argument was heard on April 8, 2016. The matter is ripe for review.

I. Background

Westfield issued two performance, and payment bonds on behalf of Rainey Contracting, LLC for the construction of two projects in eastern Tennessee. Construction on both projects has been completed and the buildings are in use at this time. All of the defendants entered into an indemnity agreement as part of Westfield’s issuance of the surety bonds obligating the defendants jointly and severally. The indemnity agreement required the defendants to exonerate and indemnify West-field against liability and any losses actually incurred by Westfield because of a breach by Rainey . Contracting on construction of the projects. Westfield’s indemnity by the defendants is two-fold. The agreement requires the defendants to prevent Westfield from sustaining any liability from losses in the first place and to reimburse Westfield for any losses it actually sustains. Further, the indemnity agreement signed by all defendants obligates the defendants to “deposit with [Westfield], cash or other collateral to secure the obligations of this Agreement, in kind and amount satisfactory to [West-field] in its sole discretion.” This collateral requirement is triggered upon West-field’s demand. None of the defendants dispute that they executed the indemnity agreement or the description of West-field’s rights under the agreement. The defendants submitted -detailed financial statements to Westfield before the indemnity agreements were signed and the bonds issued.

Westfield has sustained actual losses of $844,311.99 on the two -Rainey construction projects. Kathryn Truman of West-field submitted an affidavit detailing the actual loss sustained and further averring that Westfield faces additional .liability in the amount of $1,022,413.77 under the -surety bonds for breach by Rainey Contracting . on the construction of the projects. The loss .and anticipated liability amounts consist of payments to subcontractors, substitute construction labor and materials, and estimated future liability. [800]*800Both the sustained loss and the anticipated liability are losses and liability that the defendants have agreed to fully indemnify Westfield for in' the indemnity- agreement. Westfield, pursuant to the indemnity agreement, has demanded that that the defendants deposit collateral with West-field in an amount equal to the sustained loss and anticipated loss. The' defendants have submitted updated - financial statements to- Westfield in order to facilitate the demand for collateral. Thus far, the defendants have deposited no collateral with Westfield. Westfield filed this motion for preliminary injunction asking the Court to enter an order requiring the defendants to deposit collateral in the amount of $1,866,725.76 with Westfield. In oral argument, Westfield asked that this collateral be in the form of cash or cash equivalent, as allowed under the collateral provision of the indemnity agreement.

II. Standard of Review

The- Court must consider four factors in determining whether to grant a preliminary injunction:

(1) whether the plaintiffs have a strong likelihood of success on the merits;
(2) whether, without the injunction, the plaintiffs will' suffer irreparable harm;
(3) whether the balance of the equities tips in the movant’s favor; and
(4) whéther the public interest would be ■ served by the issuance of a preliminary injunction.

Langley v. Prudential Mortg. Co., 554 F.3d 647, 648 (6th Cir.2009). These factors are hot prerequisites to the issuance of an injunction but aré factors 'to be balanced in considering whether to grant "the" injunction. Id. Harm that is compensable through monetary damages generally will not justify a preliminary injunction. Basicomputer Corp. v. Scott, 973 F.2d 507, 512 (6th Cir.1992).

III. Analysis

The plaintiff asks the Court to order the defendants to deposit collateral with West-field, in the form of cash or cash equivalent, pursuant to the indemnity agreement signed by the defendants. The defendants argue that the Court should deny the preliminary injunction because Westfield does not show that the requirements under the four factor standards are met. First, the defendants argue that Westfield will not suffer irreparable harm without the injunction because they may obtain a money judgment against the defendants and Westfield has a security interest in various personal property of the defendants that can compensate for any injury. Second, the defendants argue that they will suffer substantial harm, namely severe financial problems, if they are required to collateralize over $1.8 million to Westfield. Finally, the defendants suggest that the timing and amount of the collateral demand is inappropriate and that the balance of the equities and public policy support denying the injunction.

From the outset, the defendants rely on Dunn v. Retail Clerk’s International Ass’n, ALF-CIO Local 1529 to argue that granting a preliminary injunction at this time “violates fundamental standards for preliminary injunctive relief’ and would amount to adjudication on the merits. See 299 F.2d 873 (6th Cir.1962). In Dunn, the party applied for a preliminary injunction pending an appeal to the circuit court. Id. at 874. The Sixth Circuit declined to issue an injunction pending appeal- where the court thought “there [was] sufficient doubt about whether the appellant will ultimately prevail.” The holding of Dunn does not apply here, however, and it is proper for the Court to consider the four factors to determine whether a preliminary injunction is appropriate.

[801]*801a. Likelihood of Success on the Merits

The defendants do not dispute likelihood of Westfield’s success on the rherits regarding indemnification for payments made under the surety bonds. Given the unambiguous language of the indemnity agreements, it appears to the Court that the plaintiff has a high likelihood of success on the merits of their claim for indemnification. Further, courts have held that these agreements are to be specifically enforced. See Hardeman v. Cnty. Bank v. Stallings, 917 S.W.2d 695, 699 (Tenn.Ct.App.1995). The Court will not address this factor further as it is not in dispute.

b. Irreparable Harm

The plaintiff argues in its motion that it would suffer irreparable harm if the Court were to decline to enter a preliminary injunction because it would be deprived of its bargained-for right to receive collateral pending the resolution of anticipated loss and actual loss sustained.

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179 F. Supp. 3d 798, 2016 U.S. Dist. LEXIS 57658, 2016 WL 1638755, Counsel Stack Legal Research, https://law.counselstack.com/opinion/westfield-insurance-co-v-rainey-contracting-llc-tned-2016.