United States District Court, D. Maryland, Southern Division
W. Grimm United States District Judge.
a loan collection dispute where Plaintiff 2023 BR Holdings,
LLC (“2023 BR”) seeks to collect payment from the
guarantor, Defendant Warren Williams, after the original
debtor has defaulted. Pending is 2023 BR's Motion for
Summary Judgment. ECF No. 17. I find that that no genuine
dispute of material facts exist regarding Williams's
liability, late fees, mailing costs, recording fees,
advertising fees, and title search fees. But, I find genuine
disputes of material facts exist as to the calculation of
interest payments and the trustee's fee. Lastly, I find
2023 BR's motion for attorneys' fees to be premature.
Accordingly, I will grant 2023 BR's motion in part and
deny it in part and this case shall proceed to a bench trial
regarding the remaining damages.
October 28, 2014, 2023 Benning Road, LLC (“Benning
Road”) acting through Warren C. Williams, Jr., its
Managing Member, entered into a loan agreement
(“Note”) with City First Bank of D.C., N.A.
(“City First Bank”). Note 1, ECF No. 1-1. The
Note was for $1, 961, 250.00 and was to mature in one year.
Id. On that same day, Williams entered into a
guaranty agreement (“Guaranty”) with City First
Bank, under which he would be liable for the Note if Benning
Road, the borrower, failed to pay. Guaranty 1, ECF No. 1-2.
The Note matured on October 28, 2015 and neither Williams nor
Benning Road paid the Note in full. Pl.'s Mem. ¶ 3;
Def.'s Opp'n ¶ 1. On December 9, 2016, City
First Bank assigned its rights in the Note to 2023 BR in
exchange for $655, 000. Assignment Docs. 1, ECF No. 1-5.
February 2, 2017, 2023 BR filed suit against Williams,
alleging breach of his Guaranty and seeking to collect the
outstanding principal and other fees and costs it believed
were due under the Note. Compl., ECF No. 1. 2023 BR has moved
for summary judgment and seeks the award of damages on a
breach of Williams's Guaranty. Pl.'s Mot.
judgment is proper when the moving party demonstrates,
through “particular parts of materials in the record,
including depositions, documents, electronically stored
information, affidavits or declarations, stipulations . . .,
admissions, interrogatory answers, or other materials,
” that “there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a
matter of law.” Fed.R.Civ.P. 56(a), (c)(1)(A); see
also Baldwin v. City of Greensboro, 714 F.3d 828, 833
(4th Cir. 2013). If the party seeking summary judgment
demonstrates that there is no evidence to support the
nonmoving party's case, the burden shifts to the
nonmoving party to identify evidence that shows that a
genuine dispute exists as to material facts. See
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475
U.S. 574, 585-87 & n.10 (1986). The existence of only a
“scintilla of evidence” is not enough to defeat a
motion for summary judgment. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 251-52 (1986). Instead, the
evidentiary materials submitted must show facts from which
the finder of fact reasonably could find for the party
opposing summary judgment. Id. A
“genuine” dispute of material fact is one where
the conflicting evidence creates “fair doubt”;
wholly speculative assertions do not create “fair
doubt.” Cox v. Cty. of Prince William, 249
F.3d 295, 299 (4th Cir. 2001); see also Miskin v. Baxter
Healthcare Corp., 107 F.Supp.2d 669, 671 (D. Md. 1999).
The substantive law governing the case determines what is
material. See Hooven-Lewis v. Caldera, 249 F.3d 259,
265 (4th Cir. 2001). A fact that is not of consequence to the
case, or is not relevant in light of the governing law, is
not material. Id.; see also Fed. R. Evid.
401 (defining relevance).
guaranty agreement is a contract under which the guarantor
promises to perform the obligations of the principal if the
principal fails to perform.” CapitalSource Fin.,
LLC v. Delco Oil, Inc., 608 F.Supp.2d 655, 662 (D. Md.
2009) (citing Gen. Motors Acceptance Corp. v.
Daniels, 492 A.2d 1306 (Md. 1985)); see also
Ammerman v. Miller, 488 F.2d 1285, 1293 (D.C. Cir.
1973); Vaccaro v. Andersen, 201 A.2d 26, 28 (D.C.
1964). Thus, the Note and Guaranty are both contracts.
See Ammerman, 488 F.2d at 1293; Vaccaro,
201 A.2d at 28. Under the laws of the District of Columbia,
“[t]o prevail on a claim of breach of contract, a party
must establish (1) a valid contract between the parties; (2)
an obligation or duty arising out of the contract; (3) a
breach of that duty; and (4) damages caused by breach.”
Logan v. LaSalle Bank Nat'l Ass'n, 80 A.3d
1014, 1023 (D.C. 2013) (quoting Tsintolas Realty Co. v.
Mendez, 984 A.2d 181, 187 (D.C. 2009)). When deciding
whether a party breached a contract, “the plain and
unambiguous meaning of an instrument is controlling, and the
Court determines the intention of the parties from the
language used by the parties to express their
agreement.” Cunningham & Assocs., PLC v. ARAG,
LLC, 842 F.Supp.2d 25, 28 (D.D.C. 2012); A-J Marine,
Inc. v. Corfu Contractors, Inc., 810 F.Supp.2d 168, 185
(D.D.C. 2011)). Therefore, insofar as the terms of the Note
and Guaranty are unambiguous, they are controlling. See
Cunningham, 842 F.Supp.2d at 28.
undisputed that Williams was a guarantor to and personally
liable for the Note between Benning Road and City First Bank
in the amount of $1, 961, 250.00, and neither the principal
debtor nor Williams paid the loan in full when it came due on
October 28, 2015. Pl.'s Mem. ¶¶ 2-3; Def.'s
Opp'n ¶ 1. It also is undisputed that the
outstanding principal is $1, 163, 696.07. See
Pl.'s Mot. ¶ 4; Def.'s Opp'n ¶ 1.
Therefore, I find based on these undisputed facts that
Williams is liable as a guarantor for the Note original held
by City First Bank and that the amount defaulted on is $1,
163, 696.07. See Alger Corp. v. Wesley, 355 A.2d
794, 797-98 (D.C. Cir. 1976) (finding the issuance of summary
judgment as to liability on a note was proper when defendants
failed to raise genuine issues as to liability) (citing
Berman v. Grp. Health Ass'n, 316 A.2d 863 (D.C.
however, disputes whether it is 2023 BR to whom he is liable,
arguing that there is a genuine dispute of material fact
regarding whether 2023 BR is the real party in interest, as
well as the computation of damages. Def.'s Opp'n
¶¶ 2-6. 2023 BR argues that City First Bank
assigned all rights, title, and interest in the Note to it.
Pl.'s Reply ¶ 1. Therefore, 2023 BR argues that its
subsequent assignment of its rights was merely a collateral
assignment to secure a loan, whereby it still maintains all
of its rights to collect on the Note. Id.
initial matter, I must determine if a genuine issue of
material fact exists in determining if 2023 BR is the proper
holder of the Note and permitted to collect the money owed on
it. Williams argues that 2023 BR completed an outright
assignment of its rights under the Note to WashingtonFirst
Bank, adding that
it appears that plaintiff is not the holder of the Note, is
not the real party in interest, and lacks standing to assert
this claim. There is nothing before the Court to show that
plaintiff retained the authority to seek the collection of
this Note, or that Washington First Bank delegated the
authority to do so.
Opp'n 1-2. Williams does not cite any law in support of
this proposition or explain where his understanding of the
terms of the assignment come from, asserting (in conclusory
terms) merely that it “appears to be an
assignment.” Id. at 1.
argument Williams raises is one of standing and in particular
whether 2023 BR is the real party in interest as required by
Rule 17(a). The Rule requires that “an action must be
prosecuted in the name of the real party in interest.”
Fed.R.Civ.P. 17(a). Here, if 2023 BR outright assigned its
rights under the Note to WashingtonFirst Bank, it would no
longer be the real party in interest, as the original holder
loses all legal rights and entitlements, and the assignee
becomes the real party in interest for collection purposes.
See Brandenburger & Davis, Inc. v. Estate of
Lewis, 771 A.2d 984, 988 (D.C. 2001) (citing D.C. Code
§ 28-2102; Nat'l Union Fire Ins. Co. v. Riggs
Nat'l Bank, 5 F.3d 554, 556 (D.C. 1993)); Honey
v. George Hyman Const. Co., 63 F.R.D. 443, 447 (D.D.C.
1974). However, a partial assignment is different:
[W]hen there has been only a partial assignment the assignor
and the assignee each retain an interest in the claim and are
both real parties in interest. Thus, in an action involving
an assignment for collection . . . or an assignment for
security, the assignor retains a sufficient interest in the
property to be a real party in interest, and under Rule 17(a)
either party may sue to protect those rights.
6A Charles Alan Wright & Arthur R. Miller, Fed. Prac.
& Proc. § 1545 (3d ed. 2017) (“Wright &
case, the wording of the allonge to the Note
(“Allonge”) and the December 9, 2016 agreement
between 2023 BR and WashingtonFirst Bank (“Security
Agreement”) is unambiguous. Assignment Docs. 6;
Security Agr. 1-2, ECF No. 28-1. The Allonge states that
“THE NOTE is hereby endorsed and collaterally
assigned to WASHINGTONFIRST BANK pursuant to a Security
Agreement . . . .” Assignment Docs. 6 (emphasis added).
The Security Agreement states that WashingtonFirst Bank will
loan $500, 000 to 2023 BR and in doing so, 2023 BR
“hereby grants to [WashingtonFirst Bank] a security
interest in . . . [a]ll monies due and payable upon that
certain indebtedness evidenced by that certain Deed of Trust
. . . dated October 28, 2014, made by [Benning Road] . . . in
the face amount of $1, 961, 250.00.” Security Agr. 1
(emphasis added). The language of the documents, which
specifically refers to the transaction as “collaterally
assigned” and “a security interest, ” makes
it clear that the Security Agreement is not an outright
assignment of all ...