Omni Credit Alliance, Inc. v. Kennedy Funding, Inc., 032210 FED3, 08-1078

Docket Nº:08-1078
Opinion Judge:ROTH, Circuit Judge.
Party Name:OMNI CREDIT ALLIANCE, INC. v. KENNEDY FUNDING, INC.; JOSEPH WOLFER; JEFFREY WOLFER, Defendants/Third-Party Plantiffs, v. KENNETH REAVES, Third-Party Defendant, Kennedy Funding, Inc., Appellant.
Judge Panel:Before: RENDELL, FUENTES and ROTH, Circuit Judges
Case Date:March 22, 2010
Court:United States Courts of Appeals, Court of Appeals for the Third Circuit

OMNI CREDIT ALLIANCE, INC.

v.

KENNEDY FUNDING, INC.; JOSEPH WOLFER; JEFFREY WOLFER, Defendants/Third-Party Plantiffs,

v.

KENNETH REAVES, Third-Party Defendant,

Kennedy Funding, Inc., Appellant.

No. 08-1078

United States Court of Appeals, Third Circuit

March 22, 2010

NOT PRECEDENTIAL

Submitted under Third Circuit LAR on July 16, 2009

On Appeal from the United States District Court for the District of New Jersey (D. C. No. 04-cv-04764) District Judge: Hon. Peter G. Sheridan

Before: RENDELL, FUENTES and ROTH, Circuit Judges

OPINION

ROTH, Circuit Judge.

Omni Credit Alliance, Inc., brought suit seeking the return of $260,000 it paid to Kennedy Funding, Inc., in application and commitment fees for a loan that never closed. After a bench trial, the District Court ordered rescission of the loan agreement, finding that "both parties were engaging in subterfuge and chicanery" and had breached the implied covenant of good faith and fair dealing. Kennedy has timely appealed.

The District Court had jurisdiction pursuant to 28 U.S.C. § 1332. We have jurisdiction pursuant to 28 U.S.C. §§ 1291. We review the District Court's factual findings for clear error and its evidentiary rulings for abuse of discretion. See United States v. Igbonwa, 120 F.3d 437, 440 (3d Cir. 1997); Affiliated Mfrs., Inc. v. Aluminum Co. of Am., 56 F.3d 521, 525–26 (3d Cir. 1995). We assume the parties' familiarity with the factual and procedural history, which we describe only as necessary to explain our decision. We will affirm.

Kennedy argues, first, that the District Court erred by imposing a covenant of good faith to its "pre-contract negotiations" with Omni. This argument does not help Kennedy because the District Court's decision is supported by its findings regarding Kennedy's post-commitment agreement behavior—to wit, its failure to negotiate a final deal in good faith by (1) merely "deflecting Omni's collateral proposals and rejecting them with little explanation" and (2) declining to "take any reasonable steps to close the loan." Given the highly deferential standard of review, we will not disturb these findings.

Second, Kennedy argues that the District Court's factual findings and credibility determinations lacked support in the record and that the District Court improperly shifted the burden of proof. We disagree. The District Court found that the principals of both parties lacked credibility and based its specific factual...

To continue reading

FREE SIGN UP