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Standard Office Systems of Atlanta, Inc v. U.S. Express Leasing

January 24, 2011


The opinion of the court was delivered by: Wigenton, District Judge.


Before the Court is Plaintiff Standard Office Systems' ("Standard" or "Plaintiff") Motion for Partial Summary Judgment and Defendant Tygris Vendor Finance's ("Defendant" or "Tygris") Motion for Summary Judgment pursuant to Federal Rule of Civil Procedure 56(c). This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332. Venue is proper in this District pursuant to 28 U.S.C. § 1391(a). These Motions are decided without oral argument pursuant to Federal Rule of Civil Procedure 78. For the reasons below, this Court denies Plaintiff's Motion for Partial Summary Judgment, and grants Defendant's Motion for Summary Judgment in part. Summary judgment as to fraudulent inducement is denied.


i.The Master Purchase Agreement

Plaintiff Standard "is a document solution company that provides office equipment and document-related services to its customers." (Pl.'s Facts ¶ 1.) On June 16, 2005, Plaintiff and Defendant, known then as U.S. Express, entered into a Master Purchase Agreement and Assignment of Leases ("MPA"). (Compl. ¶ 10; Pl.'s Ex. A.)

Pursuant to the MPA, Plaintiff could "from time to time [] offer to sell [to Defendant] lease, rental, or finance agreements for equipment and/or software sold or distributed by Seller [Plaintiff] . . . to certain qualified customers . . . of Seller [Plaintiff]." (Pl.'s Ex. A ¶ 1.) All the documentation relating to the Leases had to identify Plaintiff "as the owner for such Leases." (Id. at ¶ 9(a).) The MPA further provided that "[e]ach such financing will be referred to [] a 'Lease'" and would "include[] all of Seller's [Plaintiff] rights, title and interest to the Equipment, the Lease evidencing the financing, [and] all payments under the Lease . . . ." (Id. at ¶ 1.) At its discretion, Tygris could purchase the lease agreements after it approves them. (Pl.'s Facts ¶ 4; Pl.'s Ex. A¶ 2.) The MPA provided that "[t]o the extent that the transfer of the Leases [to Defendant] is deemed to be other than a sale," Plaintiff "grants to [] [Defendant] a first priority security interest in the leases." (Pl.'s Ex. A ¶ 3.) Furthermore, Plaintiff assured that Defendant "will have good title or a first priority security interest to all Equipment, free and clear of all liens, claims, security interests and encumbrances on . . . such equipment under each Lease." (Id. at ¶ 7(e).) After the sale, Defendant was responsible for "billing, collecting, and administering each lease" with Plaintiff's customers. (Compl. ¶ 15.) Plaintiff, on the other hand, would service and provide supplies for the equipment and receive payment from Defendant for its provision of maintenance services. (Id. at ¶¶ 16, 17.)

There was also a provision in the MPA which required Tyrgris to notify Standard, within twenty days, if the latter breached any of the MPA's provision. (Pl.'s Ex. A ¶ 9(c).) Standard had twenty days, after it was notified, "to cure any breach." (Id.) However, if Plaintiff failed to cure the breach, Defendant could exercise its rights under the MPA's indemnification provision which states that "at USXL's [Defendant] request, [Plaintiff shall] pay the Repurchase Price . . . within ten (10) days after receipt of a written demand from" Defendant. (Id. at ¶ 10.)

ii.The Document Leases

On February 28, 2007, Standard entered into a lease agreement with the Document Company, Inc., ("Document") in the amount of $94,495 for Xerox equipment ("Lease 1"). (Pl.'s Facts ¶ 12; Pl.'s Ex. B at 1-3.) Standard asserts that it did not own the equipment, but it "brokered the transaction between the distributor of the photocopying equipment and . . . Document." (Pl.'s Facts ¶ 13.) On that same day, Defendant purchased Lease 1. (Pl.'s Ex. C at 3.) Subsequently, on October 22, 2007, Plaintiff entered into another agreement with Document ("Lease 2") (Lease 1 and Lease 2 are collectively the "Document Leases"). (Pl.'s Ex. C at 1-2.)*fn3

Similar to Lease 1, Standard did not own the equipment but merely served as a broker in its transaction with Document. (Pl.'s Facts ¶ 16.) Thereafter, Standard sold Lease 2 to Tygris for $86,600. (Id. at ¶ 17; Pl.'s Ex. C at 3.) The total amount of both leases was $181,095. (Pl.'s Facts ¶ 18.) According to the lease agreements for the Document Leases, Plaintiff was "the [o]wner of the equipment" and had "sole title to the equipment (excluding software)." (Pl.'s Ex. B at 2; Pl.'s Ex. C at 2.)

Pursuant to the lease agreement between Standard and Document, the latter was required to make monthly lease payments to Tygris. (Def.'s Facts ¶ 15; Pl.'s Ex. A ¶ 8.) However, on December 4, 2009, Tygris notified Standard that Document had defaulted on Lease 1 and 2.

(Pl.'s Ex. D.) Also, Defendant asserted that Plaintiff had to repurchase the Document Leases because it had discovered during its investigation of Document's default that Plaintiff did not own the equipment as required by the MPA. (Id.) Subsequently, on December 22, 2009, Plaintiff informed Defendant that it had not breached the MPA because "it purchased the equipment and received title to it free and clear from any liens, claims, or encumbrances." (Pl.'s Ex. E.) Consequently, on January 19, 2010, Defendant began withholding payments due to Plaintiff on unrelated leases. (Pl.'s Facts ¶ 28.) The total amount Tygris withheld from Standard is $144,317.47, which is equal to the repurchase price. (Id. at ¶ 30.) On February 4, 2010, Tygris once again insisted Standard repurchase the equipment which are the subject of the Document Leases. (Id. at ¶ 25.) The equipment's repurchase price was $144,317.47. (Id. at ¶ 26.) Nonetheless, Plaintiff refused to repurchase the equipment because it did not believe the MPA required it to own the equipment.

Subsequently, Plaintiff filed a claim against Defendant alleging breach of contract, (Compl. ¶¶ 22-33), unjust enrichment, (Id. at ¶¶ 34-41), and willful conversion, (Id. at ¶¶ 42-46). Defendant counterclaimed for breach of contract and ...

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