Edmonds Grp. LLC v. Platinum Prot. LLC, Case No. 4:10CV2317 HEA
| Court | United States District Courts. 8th Circuit. United States District Court (Eastern District of Missouri) |
| Writing for the Court | HENRY EDWARD AUTREY |
| Parties | THE EDMONDS GROUP, L.L.C., Plaintiff, v. PLATINUM PROTECTION, L.L.C., Defendant. |
| Docket Number | Case No. 4:10CV2317 HEA |
| Decision Date | 08 August 2011 |
THE EDMONDS GROUP, L.L.C., Plaintiff,
v.
PLATINUM PROTECTION, L.L.C., Defendant.
Case No. 4:10CV2317 HEA
UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION
Dated: August 8, 2011
This matter is before the Court on Plaintiff's Motion for Summary Judgment, [Doc. No. 20]. Defendant opposes the Motion. For the reasons set forth below, the Motion is granted.
Plaintiff filed this action in the Circuit Court for the City of St. Louis, Missouri on October 22, 2010. Defendant removed the matter to this Court based on the Court's diversity of citizenship jurisdiction.
Plaintiff's Amended Complaint alleges the following:
Defendant entered into three (3) consulting agreements with Plaintiff under which Plaintiff provided consulting services to Defendant. These agreements were dated June 5, 2009, August 1, 2009 (Amendment), and September 1, 2009 (collectively referred to as the "Prior Agreements").
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On April 29, 2010, Plaintiff and Defendant entered into a Termination Agreement, terminating the Prior Agreements, and setting forth a schedule to compensate Plaintiff for its efforts and services rendered to Defendant.
On September 30, 2010, Defendant closed on a financing transaction with Boathouse Capital, L.P., which provided for a loan in the amount of $7,500,000 (the "Boathouse Loan Transaction").
Pursuant to the terms of the Termination Agreement and Prior Agreements, Plaintiff was entitled to a fee for services and rights arising out of the Boathouse Loan Transaction.
On October 8, 2010, Plaintiff and Defendant entered into a Release Agreement ("Release Agreement"). To induce Plaintiff to enter into the Release Agreement, Andrew Kindfuller, Chief Executive Officer of Platinum, sent Henry Edmonds of Edmonds Group an email on October 13, 2010 attaching the Release Agreement and promising that "[u]pon receipt of the [signed] release, we will wire $150,000 to your attention at" Plaintiff's bank account.
In reliance upon this statement by Mr. Kindfuller, Plaintiff signed and returned the Release Agreement to Defendant.
Pursuant to the Release Agreement, Defendant agreed to pay Plaintiff One Hundred and Fifty Thousand Dollars ($150,000.00) in payment for all of
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Plaintiff's services, rights and fees due and owing under the Termination Agreement and Prior Agreements for the Boathouse Loan Transaction (the "Platinum Payment").
Plaintiff alleges that conditions precedent, if any, have been satisfied and Defendant was to pay the Platinum Payment to Plaintiff. Plaintiff further alleges that despite repeated demands, Defendant has failed and refused to pay Plaintiff the Platinum Payment in the amount of One Hundred and Fifty Thousand Dollars ($150,000.00) in breach of the Release Agreement. Plaintiff seeks this payment and further, allegedly pursuant to the Release Agreement, the prevailing party is entitled to recover reasonable costs and attorney's fees.
Under the Termination Agreement, Platinum was to pay TEG a fee "of 6% for Equity; 4% for Subordinated Debt; and 2% for first $25 Million of Senior Debt, 1% for additional Senior Debt" for the financing obtained by Platinum from certain lenders listed on the schedules attached to the Termination Agreement ("The Payment").
On July 15, 2010, Defendant executed a commitment letter with Boathouse in the amount of $7.5 million. Subsequently, on September 30, 2010, the loan closed and financing in the amount of $7.5 million was provided by Boathouse to Defendant (the "Boathouse Loan"). Boathouse is a lender identified in Schedule
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B of the Termination Agreement. Plaintiff therefore alleges that the payment due and owing under the Termination Agreement is equal to or greater than One-Hundred and Fifty Thousand Dollars ($150,000.00) to discharge Defendant's obligations under the Termination Agreement.
Plaintiff further alleges that all conditions precedent, if any, have been satisfied and Defendant is obligated to pay Plaintiff its fee from the Boathouse Loan Transaction under the terms of the Termination Agreement.
Defendant has not paid Plaintiff the sum allegedly due and owing under the terms of the Termination Agreement.
Plaintiff further alleges that in order to induce TEG to enter into the Release Agreement, Kindfuller represented in an e-mail on October 13, 2010 to Edmonds that Defendant would wire Plaintiff $150,000 to satisfy Defendant's obligation under the April 29, 2010 Termination Agreement arising from the Boathouse Loan Transaction, if Plaintiff signed and returned the Release Agreement. Specifically, Kindfuller represented: "I am attaching a release form [the Release Agreement] to be signed, scanned and sent back. Upon receipt of the release, we will wire $150,000 to your attention at" Plaintiff's bank account. Defendant did not wire $150,000 to Plaintiff.
Plaintiff now moves for summary judgment.
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The standard for summary judgment is well settled. In determining whether summary judgment should issue, the Court must view the facts and inferences from the facts in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986); Woods v. DaimlerChrysler Corp., 409 F.3d 984, 990 (8th Cir. 2005); Littrell v. City of Kansas City, Mo., 459 F.3d 918, 921 (8th Cir. 2006). The moving party has the burden to establish both the absence of a genuine issue of material fact and that it is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247 (1986); Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986); Enterprise Bank v. Magna Bank, 92 F.3d 743, 747 (8th Cir. 1996). Once the moving party has met this burden, the nonmoving party may not rest on the allegations in his pleadings but by affidavit or other evidence must set forth specific facts showing that a genuine issue...
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