Opacmare USA, LLC v. Lazzara Custom Yachts, LLC
314 F. Supp. 3d 1276
M.D. Fla.2018Background
- The LAZZARA trademark was created by Lazzara Yacht Corporation and federally registered in 2006.
- Lazzara Yacht Corporation granted a security interest in general intangibles (including the LAZZARA Mark) to Tennessee Commerce Bank; that interest was later perfected and assigned through a chain of ReVal entities to ReVal NPL.
- ReVal NPL/Properties foreclosed on collateral via a private UCC sale in November 2014, selling the LAZZARA Mark to GB Asset; GB Asset then sold the mark to Lazzara Custom Yachts in April 2015.
- Opacmare later obtained a state supplementary proceeding judgment purportedly assigning all Lazzara Yacht Corporation intellectual property (including the LAZZARA Mark) to Opacmare in 2015.
- Opacmare sued for trademark claims; claims were later dismissed and the case proceeded on Lazzara Custom Yachts’s counterclaims seeking declaratory relief that Lazzara Custom Yachts owns the LAZZARA mark.
- The district court found no factual or legal basis to void the UCC foreclosure or subsequent transfers and ruled that Lazzara Custom Yachts is the lawful owner of U.S. Reg. No. 3064907.
Issues
| Issue | Opacmare's Argument | Lazzara Custom Yachts' Argument | Held |
|---|---|---|---|
| Did title to the LAZZARA mark transfer by UCC foreclosure and subsequent sales? | Foreclosure was defective; notice and actor (ReVal Properties v. ReVal NPL) improper, so transfer invalid. | ReVal NPL had a perfected security interest; foreclosure and sale to GB Asset then to Lazzara Custom Yachts transferred title. | Title transferred through the UCC sale chain; Lazzara Custom Yachts owns the mark. |
| Does Opacmare (an unsecured creditor) have standing to challenge the adequacy/authenticity of UCC sale notice? | Challenges the notice/authentication and party sending notice. | As an unsecured creditor, Opacmare lacked statutory entitlement to notice and thus cannot challenge it. | Opacmare lacked standing to attack notice; improper notice (if any) does not void sale. |
| If the private sale was commercially unreasonable, can that void the transfer to the secured party or later purchasers? | Commercially unreasonable disposition should invalidate transfer. | Remedies for commercial unreasonableness limit deficiency recovery but do not rescind a sale to a good-faith purchaser. | Commercial unreasonableness (even if present) does not void transfer to a good-faith buyer; it affects deficiency remedies only. |
| Is Rule 11 sanctions appropriate for Opacmare’s continued denial of Lazzara Custom Yachts’ ownership? | (Implicit) continued denial justified by contested record and state court order. | Opacmare’s denial is frivolous after clear chain of title. | Sanctions denied: given complex facts and unsettled documentary record, denial of ownership was not objectively frivolous. |
Key Cases Cited
- Anderson v. Liberty Lobby, 477 U.S. 242 (summary judgment standard)
- Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574 (summary judgment—no genuine issue if record cannot lead reasonable jury to find for nonmovant)
- Shotz v. City of Plantation, 344 F.3d 1161 (11th Cir. 2003) (drawing inferences for nonmovant at summary judgment)
- Worldwide Primates, Inc. v. McGreal, 87 F.3d 1252 (11th Cir. 1996) (Rule 11 two-part frivolousness inquiry)
- Weiner v. Am. Petrofina Mktg., Inc., 482 So.2d 1362 (Fla. 1986) (effect of commercially unreasonable disposition on deficiency recovery)
- Textron Fin. Corp. v. Lentine Marine Inc., 630 F. Supp. 2d 1352 (S.D. Fla. 2009) (purpose of Article 9 notice and commercial reasonableness requirements)
- In re Inofin, Inc., 455 B.R. 19 (Bankr. D. Mass. 2011) (foreclosure sale may be void without enforceable security interest)
- In re ProvideRx of Grapevine, LLC, 507 B.R. 132 (Bankr. N.D. Tex. 2014) (commercially unreasonable sale does not rescind completed sale to purchaser)