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AGM II, LLC v. Stadelman

August 26, 2008


The opinion of the court was delivered by: Judge Joan B. Gottschall


Before the court are the parties' cross-motions for summary judgment. For the reasons stated below, the defendant's motion for summary judgment [34] is denied, and the plaintiff's motion for partial summary judgment [23] is granted.


The plaintiff, AGM II, LLC ("AGM"), acted as an administrative agent for various lenders. On or about June 22, 2005, it entered into a Master Financing Agreement for revolving credit with Worldwide Wholesale Lumber, Inc. d/b/a Veracor Wood Products International ("Veracor"). The Master Financing Agreement contained a choice of law provision, which selected Illinois law as binding on all disputes arising out of the Master Financing Agreement. The same day, Veracor executed a security agreement (the "Security Agreement"), which granted AGM a lien on all of Veracor's assets, including inventory and proceeds (the "Collateral"). AGM perfected the security interest in the Collateral by timely filing a Uniform Commercial Code ("UCC") financing statement with the Secretary of State of South Carolina. The defendant, Russell Stadelman, II ("Stadelman"), the president, CEO, and sole shareholder of Veracor, executed a personal guaranty for loans made to Veracor through AGM on or about June 22, 2005 (the "Guaranty"). AGM proceeded to make a series of loans to Veracor.

On April 12, 2006, three petitioning creditors filed an involuntary petition for relief against Veracor under Chapter 7 of the United States Bankruptcy Code. The Bankruptcy Court entered an order for relief under Chapter 7 on April 18, 2006, thereby rendering Veracor a bankruptcy debtor. AGM filed an initial proof of claim in the amount of $7,528,590.00, an amended proof of claim in the amount of $5,965,991.00, and a second amended proof of claim in the amount of $5,619,301.85.

On April 28, 2006, the Bankruptcy Court held a hearing on AGM's Motion for Relief from the Automatic Stay. The parties, namely AGM and the Trustee, agreed that Veracor's inventory needed to be sold promptly. The Bankruptcy Court terminated the automatic stay to permit AGM to exercise its rights to sell the Collateral. The same day, April 28, 2006, AGM conducted a UCC public auction of the Collateral and was, itself, the successful bidder with a credit bid of $1 million. AGM agreed to deliver to the Trustee any receipts of accounts receivable, that is, monies from the prior sale of inventory ("Non-Debtor Guarantor Collateral Proceeds"). It also agreed to direct all proceeds from the liquidation sales of the Collateral with the Trustee to be deposited in an escrow account. AGM subsequently sold the Collateral for a considerable profit. As of January 2, 2007, AGM had delivered to the Trustee approximately $4,356,849.00.

On February 12, 2007, on a "Motion . . . for Allowance of Claim and To Compel Payment Thereof," the Bankruptcy Court issued an order that allowed AGM's second amended proof of claim, in part (the "Order"). The Bankruptcy Court did not allow the full amount of AGM's second amended proof of claim, namely $5,619,301.85; instead, it granted a claim in the amount of $3,866,460.85, which represented a reduction of $1,752,840. The Bankruptcy Court reduced the amount of the secured claim because: (1) it disallowed AGM's claim for a $750,000 prepayment penalty; (2) AGM reduced the amount of professional fees claimed by $2,840; and (3) the Bankruptcy Court set-off AGM's $1,000,000 credit bid for the Collateral, as a partial payment on AGM's secured claim. It ordered the Trustee to turn over to AGM the monies in the escrow account. The Trustee filed a motion to stay the February 12, 2007 order, but on April 6, 2007, the Bankruptcy Court entered an order directing the Trustee to turn over the funds. The Trustee tendered a check in the amount of $3,797,566.26 to AGM on April 9, 2007.

Shortly thereafter, AGM filed this suit against Stadelman. AGM alleges that it has not received repayment of its secured claim from the Trustee. It is therefore seeking to enforce the Guaranty against Stadelman to recoup $3,866,460.85, the sum owed by Veracor. It is also alleging fraud by Stadelman during the loan process.


The parties have cross-moved for summary judgment. Stadelman brings a motion to dismiss for lack of jurisdiction under Federal Rules of Civil Procedure 12(b)(1), 12(h)(3), and 56. AGM moves for partial summary judgment only on Count I: breach of guaranty.

A. Summary Judgment Legal Standard

Summary judgment is appropriate when the record reveals that there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(c). It is not appropriate if a reasonable jury could return a verdict for the nonmoving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). In seeking a grant of summary judgment, the moving party must identify "those portions of 'the pleadings, depositions, answers to the interrogatories, and admissions on file, together with the affidavits, if any,' which it believes demonstrate the absence of a genuine issue of material fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (quoting Fed. R. Civ. P. 56(c)). This initial burden may be satisfied by presenting specific evidence on a particular issue or by pointing out "an absence of evidence to support the non-moving party's case." Id. at 325. In response, the non-moving party cannot rest on the pleadings, but must designate specific material facts showing that there is a genuine issue for trial. Fed. R. Civ. P. 56(e); Celotex Corp., 477 U.S. at 324. When considering a motion for summary judgment, the court must view the record and any inferences to be drawn from it in the light most favorable to the opposing party. See Griffin v. Thomas, 929 F.2d 1210, 1212 (7th Cir. 1991). On cross-motions for summary judgment, the traditional standards for summary judgment apply and each movant must individually satisfy Rule 56's requirements. Blum v. Fisher, 961 F. Supp. 1218, 1222 (N.D. Ill. 1997) (citing I.A.E., Inc. v. Shaver, 74 F.3d 768, 774 (7th Cir. 1996)). The court therefore considers the merits of each motion separately and draws all reasonable inferences and resolves all factual uncertainties in favor of the non-moving party.

B. Jurisdiction

AGM brought this case in federal court alleging diversity jurisdiction. Compl. ¶ 3. Stadelman argues that the undisputed facts disprove AGM's allegation in its complaint that the requirements for diversity jurisdiction are met. Diversity jurisdiction is proper where the parties are of diverse citizenship and the amount in controversy exceeds $75,000. See 28 U.S.C. § 1332(a)(1). It is undisputed that the parties are of diverse citizenship: AGM is a Delaware limited liability company with its principal place of business in Illinois and Stadelman is a resident and citizen of Florida. See Def.'s Resp. to Pl.'s Statement of Facts ¶¶ 1-2. The amount in controversy is, however, vigorously disputed. Stadelman argues that it stood at $68,894.59 on the date the complaint was filed. AGM contends that it stood at ...

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