United States District Court, W.D. Kentucky
Decided September 5, 2013.
[Copyrighted Material Omitted]
For Wells Fargo Financial Leasing, Inc., Plaintiff, Counter Defendant: Whitney M. Harmon, LEAD ATTORNEY, Baker Donelson Bearman Caldwell & Berkowitz, PC - Memphis, Memphis, TN.
For David Griffin, Defendant: Charles M. Pritchett, Jr., LEAD ATTORNEY, Frost Brown Todd LLC - Louisville, Louisville, KY; Jason M. Bergeron, William L. Campbell, LEAD ATTORNEYS, Frost Brown Todd LLC - Nashville, Nashville, TN.
For Charles Jones, Defendant, Counter Claimant: Kent Wicker, LEAD ATTORNEY, Reed Wicker PLLC, Louisville, KY; Richard W. Jones, Hurt & Jones, Murray, KY.
For Charles Jones, Counter Claimant: Kent Wicker, Reed Wicker PLLC, Louisville, KY; Richard W. Jones, Hurt & Jones, Murray, KY.
MEMORANDUM OPINION AND ORDER
Thomas B. Russell, Senior United States District Judge.
This matter is before the Court upon Defendant David Griffin's Motion to Dismiss, (Docket No. 18), and Defendant Charles Jones' Motion for Judgment on the Pleadings, (Docket No. 19). Plaintiff Wells Fargo Financial Leasing, Inc. (Wells Fargo), has responded to both Motions. (Docket Nos. 23 & 24, respectively.) Griffin has replied, (Docket No. 29); Jones has not replied, and the time to do so has now passed. These matter are now ripe for adjudication. For the reasons that follow, Griffin's and Jones' respective Motions will each be GRANTED.
Plaintiff Wells Fargo brings this action alleging breach of contract against Defendants Griffin and Jones. (Docket No. 1.) Wells Fargo's claims are based on two " Master Lease Agreements" (the " Master Agreements" ) and the exhibits, schedules,
and addenda attached thereto (with the Master Agreements, collectively referred to as the " Loan Documents" ), whereby S.E. Book Company, LLC (SE Book), agreed to lease certain computer servers and software from VAR Resources, Inc. (VAR Resources). ( See Docket No. 1-1.) The Master Agreements were executed by Jones  on behalf of S.E. Book on July 19, 2011, and accepted by VAR Resources on August 31, 2011.  (Docket No. 1-1, at 2, 9.) On July 19, 2011, Jones executed a " Personal Guaranty" agreement (the " Guaranty" ), and on July 20, 2011, Griffin executed an identical " Personal Guaranty" agreement (also referred to hereinafter as " Guaranty" or, collectively, the " Guaranties" ).
Then on December 29, 2011, VAR Resources assigned its interest in the Master Agreements to Wells Fargo pursuant to an assignment and bill of sale. S.E. Book failed to make payments due and owing under the lease when the monthly payments came due in October 2012 and thereby defaulted on the lease. Wells Fargo sent a demand letter to Griffin and Jones dated April 8, 2013, demanding payment pursuant to the Guaranties. ( See Docket No. 1-4.) Wells Fargo then initiated this action on May 15, 2013. ( See Docket No. 1.)
Motions to dismiss under Federal Rule of Civil Procedure 12(b)(6) and motions for judgment on the pleadings under Rule 12(c) are adjudicated using the same standard. JPMorgan Chase Bank, N.A. v. Winget, 510 F.3d 577 (6th Cir. 2007); Roger Miller Music, Inc. v. Sony/ATV Publ'g, LLC, 477 F.3d 383, 389 (6th Cir. 2007). When considering either a Rule 12(b)(6) or 12(c) motion, the Court will presume that all the well-pleaded material allegations of the pleadings are true and will draw all reasonable inferences in favor of the nonmoving party. Total Benefits Planning Agency v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 434 (6th Cir. 2008); JPMorgan, 510 F.3d at 581. However, the Court need not accept as true legal conclusions or unwarranted factual inferences. Total Benefits, 552 F.3d at 434; JPMorgan, 510 F.3d at 581-82.
Under Rule 12(b)(6) motion to dismiss, a complaint may be attacked for failure " to state a claim upon which relief can be granted." " [O]nly a complaint that states a plausible claim for relief survives a motion to dismiss." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citing Bell A. Corp. v. Twombly, 550 U.S. 544, 556, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). Similarly, a Rule 12(c) motion for judgment on the pleadings may be granted only if the moving party is clearly entitled to judgment," JPMorgan, 510 F.3d at 581 (quoting S. Ohio Bank v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 479 F.2d 478, 480 (6th Cir. 1973)), and " when no material issue of fact exists and the party making the motion is entitled to judgment as a matter of law," id. at 582 (quoting Paskvan v. City of Cleveland Civil Serv. Comm'n, 946 F.2d 1233, 1235 (6th Cir. 1991)).
Defendant Griffin moves to dismiss under Rule 12(b)(6), (Docket No. 18), and Defendant Jones moves for judgment on
the pleadings under Rule 12(c), (Docket No. 19). Though their respective Motions are framed slightly differently, the crux of both Defendants' arguments is that the Guaranty Agreements at issue are not enforceable under Kentucky law. Wells Fargo, in separate but almost identical Responses, argues that the enforceability of the Guaranties is governed by Texas law, not Kentucky law. (Docket Nos. 23; 24.) Wells Fargo maintains however that the Guaranties are enforceable under the law of either state. The Court will first resolve ...