GTP Structures I, LLC v. Wisper II, LLC
153 F. Supp. 3d 983
W.D. Tenn.2015Background
- GTP Structures I, LLC (lessor) owns MLAs/SLAs for space on cell towers; Wisper II (lessee) assumed those leases through a bankruptcy Plan and consent order.
- MLAs: 25-year master leases with 5-year initial SLA terms, automatic five-year extensions; rent starts at $1,000 and increases 3% annually.
- MLA notice provision required written default notice by certified mail or commercial courier and a 15-day monetary cure period before pursuing remedies.
- Wisper II stopped paying rent beginning May 2014; GTP’s counsel emailed Wisper II’s manager repeatedly about defaults (June–Oct 2014) but did not use certified mail or courier.
- GTP filed suit for breach of contract and unjust enrichment on Nov 25, 2014; parties cross-moved for summary judgment.
- Bankruptcy Plan/consent order required cure of defaults and identified cure costs (court referenced $552,170), undermining Wisper II’s contention of a $300,000 cap.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Compliance with contractual notice condition precedent | GTP substantially complied via emailed written notices and waited >15 days before suit | Wisper II: GTP failed to use required certified mail/courier and did not specify the 15‑day cure period | Court: GTP substantially complied; actual notice was given, no prejudice shown → summary judgment for GTP on breach claim |
| Unjust enrichment claim | GTP seeks recovery in the alternative | Wisper II: unjust enrichment barred because express contract exists | Court: unjust enrichment claim dismissed (express contract controls) |
| Whether Wisper II's liability is capped at $300,000 per bankruptcy Plan | GTP: Plan/consent order imposed cure obligations larger than $300,000 | Wisper II: Plan exhibit lists $300,000 amount suggesting cap | Court: liability not capped; consent order and bankruptcy law require assumption of executory contracts in full and cure of defaults (consent order recites ~$552,170) |
| Mitigation of damages | GTP: no duty to mitigate because contract is non‑exclusive; nonetheless marketed tower space reasonably | Wisper II: GTP failed to mitigate and factual dispute exists | Court: contract non‑exclusive; GTP had no duty to minimize losses and its mitigation efforts were reasonable → no genuine issue as to mitigation; parties to brief damages amount |
Key Cases Cited
- Ondo v. City of Cleveland, 795 F.3d 597 (6th Cir. 2015) (summary judgment standard and viewing evidence in light most favorable to nonmoving party)
- Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (movant’s initial burden on summary judgment)
- Green Tree Servicing, LLC v. Milam, 177 So.3d 7 (Fla. Dist. Ct. App. 2015) (substantial compliance with contractual notice requirement; notice not a technical trap)
- Gorel v. Bank of New York Mellon, 165 So.3d 44 (Fla. Dist. Ct. App. 2015) (breach of condition precedent is not a defense absent prejudice)
- System Components Corp. v. Florida Dep’t of Transp., 14 So.3d 967 (Fla. 2009) (doctrine of avoidable consequences and limits on mitigation)
- Cinicola v. Scharffenberger, 248 F.3d 110 (3d Cir. 2001) (executory contracts must be assumed in their entirety under § 365)