Case Information
NON-PRECEDENTIAL DECISION - SEE SUPERIOR COURT I.O.P 65.37 FINANCIAL CORP., IN THE SUPERIOR COURT OF : PENNSYLVANIA
Appellee
v.
WATERBOYZ, INC., LARRY MOSTOLLER, : JR., AND LARRY MOSTOLLER A/K/A . LARRY MOSTOLLER, SR.,
Appellants : No. WDA 2016 Appeal from the Order Entered July 2016 the Court of Common Pleas of Somerset County Civil Division at No(s): 179 Civil 2016 FINANCIAL CORP., IN THE SUPERIOR COURT OF : PENNSYLVANIA
Appellee
v.
LARRY MOSTOLLER A/K/A LARRY
MOSTOLLER, SR.,
Appellant : No. WDA 2016 Appeal from the Order July 2016 the Court of Common Pleas of Somerset County Division at No(s): 137 Civil BEFORE: BOWES, OLSON, and STRASSBURGER,* JJ.
MEMORANDUM BY STRASSBURGER, J.: FILED MAY 08, 2017
Larry Mostoller, a/k/a Larry Mostoller, Sr. (Senior), Larry Mostoller, Jr. (Junior), Waterboyz, Inc. (collectively Defendants) appeal from the July 2016 orders granting the pleadings favor PACCAR *Retired Senior Judge assigned to the Superior Court.
Financial Corp. in two separate cases' involving Defendants' defaults on payments under various installment contracts. We affirm.
PACCAR2 entered into ten installment contracts with Somerset Regional Water Resources, LLC (Somerset) Somerset's financing of commercial trucks. Senior signed the agreements on Somerset's behalf, also executed ten security agreements he personally guaranteed repayment each of the installment contracts. The agreements provided that Senior would obligated to pay PACCAR immediately any payment Somerset failed make, regardless of whether PACCAR also proceeded against Somerset or the trucks served collateral. On April 2016, PACCAR filed at docket number 137 Civil complaint against Senior.
PACCAR also entered into installment contracts with Waterboyz finance the purchase of six commercial trucks. Junior signed behalf of Waterboyz, both he Senior signed personal guarantees contain language identical discussed above. On April PACCAR filed ' Counsel PACCAR agreed in trial court issues in 137 Civil 2016 were identical to those in 179 Civil 2016. Similarly, briefs filed in this Court nearly identical in each case, and cases were presented together at oral argument. Hence, we dispose appeals single memorandum. While signatory to any of the original contracts at issue this appeal, the sellers' interests each contract were immediately
assigned to PACCAR. For ease disposition, we refer all sellers as rather than specify each original seller. at docket number 179 Civil a complaint against Waterboyz, Junior, Senior.
In complaint in each case, averred that the respective seller "defaulted under the installment contracts result failure to make payments when due and that Junior and Senior [were] obligated to pay all amounts owed by Waterboyz [and/or Somerset] under the installment contracts." Trial Court Opinion (179 2016), 8/30/2016, (unnecessary capitalization omitted). In their respective answers,
Defendants responded to the foregoing averment by simply stating averment complaint constituted in conclusion of response was required, rather than specifically denying said averment. Furthermore, Defendants again responded in their answer [PACCAR's] averment Defendant[s'] obligation to pay all amounts, including the outstanding balance amount, stating averment constituted conclusion of law, and the contract and guaranty written documents which speak for themselves, and failing again to specifically deny the averment. Id. (unnecessary capitalization omitted). Neither Somerset nor Waterboyz disputed was default, neither Junior nor Senior disputed that he executed the guarantees. "However, allege[d] [PACCAR] had liquidated the capital, which has resulted sufficient funds satisfy any all obligations owed to [it]." Id.
Somerset Waterboyz each proceeded to file bankruptcy. obtained relief from automatic stay the Somerset bankruptcy, Waterboyz's bankruptcy petition dismissed. Thereafter, PACCAR filed a motion for judgment on the pleadings each case, which the trial court granted. timely filed notices of appeal, and Defendants the trial court complied with Pa.R.A.P. 1925.
Defendants present three questions to this Court: Did the [trial] court err by granting [PACCAR's] motion for 1. judgment on the pleadings and by determining the allegations contained the Defendants' answer[s] were general denials? Did the [trial] court err by failing to require [PACCAR] to
2. prove the value of the collateral repossessed? Did the [trial] court err by failing provide any credits
3. the Defendants the collateral sold repossessed by [PACCAR]?
Defendants Brief (1127 WDA 2016) at 4. See also Senior's Brief (1128 WDA 2016) (same).
We consider Defendants' questions mindful of the following. Our scope and standard of review an appeal of an order granting motion for judgment on the pleadings is well settled: this Court applies the same standard the trial court confines consideration the pleadings documents properly attached thereto. We must determine whether the trial motion judgment on court's action respecting the pleadings was based on clear error or whether there were facts disclosed the pleadings which should properly go jury. We will affirm grant pleadings only if the moving party's right to succeed is certain case so free from doubt trial would clearly fruitless exercise.
LSI Title Agency, Inc. Evaluation Servs., Inc., 951 A.2d 384, 389 (Pa. Super. 2008) (citation omitted).
Defendants' three questions are interrelated. They first maintain that the trial court erred in determining that the denials in their answers were general denials. Defendants' Brief at 7; Senior's Brief at 7. The reason they offer for why their denials were not general, and thus should not have been deemed to admissions, is that throughout their respective answers they claimed a commercially -reasonable sale repossessed capital should have completely satisfied the debts. Id. 8-9. Thus, they contend, the trial court should not have entered respective judgments in the full amounts alleged by PACCAR, but should have given credit for the value of the collateral, which it could have determined on a motion for on pleadings. Id. 11-12.
The trial court offered the following explanation decision to grant judgment on pleadings these cases.
There essentially are disputed issues of fact, a matter law, is clear that judgment is appropriate; and, I think support for is found case First Wisconsin Trust Company Strausser[, 653 A.2d 688 (Pa. Super. 1995)]. To simply state a paragraph a complaint constitutes conclusion of is tantamount an admission and does not allow party survive motion for judgment pleadings. However, I do acknowledge that, clearly, we have this issue of damages, but I don't think it's an issue of whether there are or are not damages. There clearly are damages, those damages calculated at least initially based upon the financial documents which set forth the amount owed.
Now, clearly, [Defendants have] remedies here with regard setoffs credits things of nature if these trucks are sold; and, certainly, [Defendants have] the ability to make the argument ... that [PACCAR] has not obtained reasonable values or utilized commercially reasonable practices to sell trucks and truly recover what the value of those vehicles are, but I don't believe that that issue gets [Defendants] past stage where we are today is motion judgment on the pleadings.
Trial Court Opinion (179 Civil 2016), 8/30/2016, at 3-4 (quoting N.T., 7/5/2016, at 13-14).
We discern error or abuse of discretion trial court's decisions. PACCAR's claims breach of contract. Thus, to entitled the pleadings, it required establish there no issue material fact following elements exist: "(1) the existence of contract, including essential terms, (2) breach contract; and, (3) resultant damages." 412 N. Front St. Assocs., LP Spector Gadon & Rosen, P.C., 151 A.3d 646, 657 (Pa. Super. 2016) (internal quotation marks citation omitted).
The record shows PACCAR's complaints sufficiently pled its causes of action. alleged had contracts and/or guarantees with attached copies thereof.3 It further claimed all unpaid installments became due under the terms of the contracts because respective buyers failed make required payments, the respective Complaint (137 Civil 2016), 3/14/2016, [1111] 7, 15, 17, 22, 24, 29, 32, 36, 38, 45. 50, 52, 57, 59, 64, 66, 71, 73, Exhibits A, B, D -U; Complaint (179 2016), 4/4/2016, 13, 18, 24, 29, 34, Exhibits A -F.
guarantors were required to pay the amounts owed.4 Finally, PACCAR specified the amounts due under each contract establish the amount of damages.5 did not plead facts dispute the validity the attached
contracts, or to show specific payments actually had been made, or to challenge the amounts outstanding under the contracts. Rather, Defendants their answers claimed each paragraph averred conclusions of for which response required, and/or that relevant contract spoke for itself.6
"Averments pleading responsive pleading required admitted when denied specifically or necessary implication." Pa.R.C.P. 1029(b). This Court has long held such responses these circumstances constituted admissions. See, e.g., Strausser, 653 A.2d at 692 (holding an answer's conclusion -of -law response to complaint's averment of amount due mortgage constituted an admission); Frazier Ruskin, 199 A.2d 513, 534-35 (Pa. Super. 1964) (providing [4] Complaint (137 Civil 2016), 3/14/2016, at III 9, 13, 19-20, 26-27, 33-34, 40-41, 47-48, 54-55, 61-62, 68-69, 75-76; Complaint (179 Civil 2016), 4/4/2016, at III 9, 11, 15-16, 20-21, 26-27, 31-32, 36-37.
[5] Id. Answer (137 Civil 2016), 4/15/2016, III 5, 7, 9, 13, 15, 17, 19-20, 22,
24, 26-27, 29, 32-34 36, 38, 40-41, 43, 45, 47-48, 50, 52, 54-55, 57, 59, 61-62, 64, 66, 68-69, 71, 73, 75-76; Answer (179 2016), 4/15/2016, III 7, 9, 11, 13, 15-16, 20-21, 26-27, 31-32, 34, 36-37.
- - conclusion -of -law answer averment specific payments had been made to named individuals agents of defendants was an admission; "This again matter of they obviously had first hand knowledge their failure deny it of their own knowledge renders their answer insufficient.").
Rather than deny they were default PACCAR was entitled recover, Defendants opted to contest PACCAR entitled the full amounts provided the contracts because had obtained some, if not all, money due through sale of collateral.' We agree with trial court such allegations did defeat entry of judgment the pleadings favor the full amounts.
Under the express terms guarantees, the defaults rendered the respective guarantors "obligated to pay [the full contractual] amount immediately, regardless of whether [PACCAR] has proceeded against Buyer or Collateral...."8 That may obtain some or all its satisfaction from the sale of the collateral does not preclude entry of against the full contractual amount. See Pa.C.S. § 9601(c) ("The rights [of secured party after default] are cumulative may exercised simultaneously."). Accord Spellman v. Indep. Bankers' Bank of Florida, 161 So.3d 505, 508 (Fla. Dist. Ct. App. [7] Answer (137 Civil 2016), 4/15/2016, [1111] 19, 26, 33, 40, 47, 54, 61, 68, 75; Answer (179 Civil 2016), 4/15/2016, [1111] 36. Complaint (137 Civil 2016), 3/14/2016, at Exhibits B, E, G, I, K, M, Q,
S, U; Complaint (179 2016), 4/4/2016, at Exhibits B, C, E, F.
- - 2014) (holding, based upon language identical to of 13 Pa.C.S. § 9601(c), the secured creditor "may obtain money judgment full amount due then proceed to dispose collateral").9
That does not mean PACCAR will be permitted to recover more than the amount owed. To the contrary, acknowledges that Pennsylvania's Commercial Code requires sell the collateral a commercially -reasonable manner, 13 Pa.C.S. § 9610(b) ("Every aspect disposition collateral, including the method, manner, time, place [9] While there is Pennsylvania case construing the statute, the Florida court's Spellman decision collects case law from various jurisdictions consistent with our ruling herein:
See SFG Commercial Aircraft Leasing, Inc. v. N59CC, LLC, No. 3:09 CV 101 PPS, 71 U.C.C. Rep.Serv.2d 309, 2010 WL 883764 (N.D.Ind.2010); see also Banc of Am. Leasing & Capital, LLC v. Walker Aircraft, LLC, No. 09-1277 (JNE/AJB), 2009 WL at *3 (D.Minn. Oct. 9, 2009) (finding U.C.C. provisions 9-601(a) (c) expressly permit plaintiff obtain money judgment full amounts due loans even though plaintiff possessed aircraft, was secured as collateral after default); Ctr. Capital Corp. v. .7R Lear 60-099, LLC, 674 F.Supp.2d 569, 572-73 (D.Del. 2009) (same); Ctr. Capital Corp. Marlin Air, Inc., No. 07-15128, 2008 WL *5 (E.D.Mich. Apr. 2008) ("[T]he Court finds Plaintiff's position, can simultaneously obtain money foreclose lien, to supported the express terms of contract, the applicable caselaw, UCC."); 68A Am. Jur. 2d Secured Transactions § (2014) ("A secured creditor may take any action or combination of actions until the debt satisfied, subject limitation creditor can obtain only one satisfaction of the debt.").
Spellman, So.3d 508-09.
other terms, must commercially reasonable."); to account to Defendants, to credit Defendants or pay them any surplus. PACCAR's Brief (1127 WDA 2016) at 12; PACCAR's Brief (1128 WDA 2016) at 11-12. Defendants may pursue claims against if fails do so. See Pa.C.S. § 9625 ("Remedies secured party's failure comply with division."). Accordingly, the trial court did err entering the July orders granting PACCAR's motions for pleadings. Rather, it correctly determined Defendants' only "defense," i.e. they deserve relevant different credit for the value of collateral repossessed, proceedings.
Orders affirmed.
Judgment Entered.
J seph D. Seletyn,
Prothonotary
Date: 5/8/2017
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