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UMB Bank, National Association v. Leafs Hockey Club, Inc.

United States District Court, N.D. Illinois, Eastern Division

May 11, 2015

UMB BANK, NATIONAL ASSOCIATION, as Indenture Trustee under Trust Indenture dated February 1, 2007, Plaintiff/Counter-Defendant,
v.
LEAFS HOCKEY CLUB, INC., Defendant/Counter-Plaintiff,

MEMORANDUM OPINION AND ORDER

AMY J. ST. EVE, District Judge.

On March 2, 2015, the Court granted Plaintiff/Trustee UMB Bank, N.A.'s (the "Trustee") motion for summary judgment against Defendant Leafs Hockey Club, Inc. (the "Club") based on the Club's breach of the parties' Guaranty Agreement.[1] In the March 2, 2015, Memorandum, Opinion, and Order, the Court directed the Trustee to file a motion to prove up damages, including the exact amount of principal, interest, and fees owed by the Club due to its breach of the Guaranty Agreement. The Trustee's motion to prove up damages is now before the Court.

For the following reasons, the Court grants the Trustee's motion and awards the Trustee damages as discussed below. The Trustee must file a proposed judgment order, including the calculation of the interest due as of today, May 11, 2015, with the Court by no later than May 13, 2015. In addition, the parties must follow the local procedures under Northern District of Illinois Local Rule 54.3 regarding attorney's fees, including the requirement to "confer and attempt in good faith to agree on the amount of fees or related nontaxable expenses that should be awarded prior to filing a fee motion." See N.D.Ill. L.R. 54.3(d).

BACKGROUND

As discussed in the Court's March 2015 summary judgment ruling, the Trustee established that there were no genuine issues of material fact that the Club's breach of the Guaranty Agreement caused over $20 million in damages. In the present motion, the Trustee seeks as damages: (1) $20 million in principal; (2) $4, 326, 123.63 in unpaid interest, which is continuing to accrue daily as simple interest at a per diem rate; and (3) $9, 854.50 in Trustee's fees, which are also continuing. In support of the present motion, the Trustee sets forth the affidavit of Virginia Housum, a Senior Vice President and Workout Specialist in the Corporate Trustee Department at UMB. (R. 136-1, Housum Aff. ¶ 2.) Housum is the individual principally responsible for determining the best mechanisms for collecting on the loan at issue in this lawsuit, ascertaining and calculating the unpaid amounts due, and ensuring repayment of debt service on the loan. (Id. ¶ 3.)

It is undisputed that the Illinois Finance Authority issued $20 million in bonds, the proceeds of which were loaned to LHC, LLC ("LHC") under the Loan Agreement. Under the Loan Agreement and the Guaranty Agreement, LHC was the borrower and the Club was the guarantor. The bonds at issue consisted of four different series maturing in different years with different rates of interest. Following LHC's default, the Trustee sent notices of acceleration and filed a proof of claim in LHC's bankruptcy case reflecting the full $20 million in bond proceeds as outstanding. Despite guarantying repayment, the Club has never made any payments pursuant to its obligations under the Guaranty Agreement.

Although it is undisputed that the damages at issue amounted to over $20 million, because the exact amount of damages resulting from the Club's breach was not readily determinable from the parties' summary judgment submissions, the Court directed the Trustee to file a motion as follows: "The Trustee's motion to prove up its damages, including the principal, interest, fees, and other amounts owed by the Club due to its breach of the Guaranty Agreement, along with the supporting documentation and citations to relevant sections of the Trust Indenture, Guaranty Agreement, and/or Loan Agreement, is due on or before March 16, 2015." (R. 125, Mem, Order, & Op., at 2.) The Court requested the supporting documentation and citations to the relevant contracts because the parties' summary judgment Local Rule 56.1 Statements of Facts and Responses were confusing and incomplete, especially regarding the calculation of fees and interest. See Stevo v. Frasor, 662 F.3d 880, 887 (7th Cir. 2011) (district courts have considerable discretion in applying local rules). Nevertheless, the Club asked for leave to file a Rule 56.1 Statement of Facts in response to the present motion, which the Court granted. Many of the Club's newly-filed Rule 56.1 Statements reiterate the facts underlying the breach of contract claim, as well as the Club's affirmative defenses and equitable accounting claim. Any such statements and the attendant arguments regarding liability are irrelevant to the Court's present analysis. That being said, the remainder of the Club's Rule 56.1 Statement of Facts are helpful to the Court's determination of the damages due and owing.

LEGAL STANDARD

Under Illinois law, which governs this contract dispute, "[t]he measure of damages for breach of contract is the amount that will compensate the aggrieved party for the loss which either fulfillment of the contract would have prevented or which the breach of it has entailed.'" Santorini Cab Corp. v. Banco Popular N. Am., 2013 IL App (1st) 122070, 999 N.E.2d 46, 52, 376 Ill.Dec. 403 (1st Dist. 2013) (citation omitted). Also under Illinois law, plaintiffs have the burden of "establishing both the correct measurement of damages and the final computation of damages based on that measurement." Dynegy Mktg. & Trade v. Multiut Corp., 648 F.3d 506, 518 (7th Cir. 2011) (quoting Ollivier v. Alden, 262 Ill.App.3d 190, 199 Ill.Dec. 579, 634 N.E.2d 418, 422 (2d Dist. 1994)). Plaintiffs, however, "are not required to prove damages to the exact cent; they must merely establish a reasonable basis for computing damages.'" Dynegy Mktg, 648 F.3d at 518 (quoting Razor v. Hyundai Motor Am., 222 Ill.2d 75, 305 Ill.Dec. 15, 854 N.E.2d 607, 626 (Ill. 2006)).

ANALYSIS

In support of the present motion, the Trustee filed Housum's affidavit, which details the basis and calculation of damages the Club owes based on Housum's personal knowledge and the attendant documentary evidence. Moreover, Housum's two-day deposition transcript explaining the measurement and calculation of damages is part of the district court record. Since August 2009, Housum has been the individual principally responsible for acting on behalf of the bondholders to determine the best mechanisms for collecting on the loan, ascertaining and calculating the unpaid amounts due, and ensuring repayment of debt service on the loan. (Housum Aff. ¶¶ 2, 3.) Housum specifically avers that in preparation of her affidavit, she reviewed UMB's file relating to this matter, along with documents posted on the Electronic Municipal Market Access ("EMMA") website maintained by the Municipal Securities Rulemaking Board that the United States Securities and Exchange Commission supervises. (Id. ¶¶ 4, 5.) Other documents Housum relied upon included UMB's Transfer Agency Forms and Wells Fargo's Notices of Partial Payment of Interest. (R. 142-1, Housum Supp. Aff. ¶¶ 5, 6.) Further, Housum reviewed this documentation in the context of the Limited Offering Memorandum, which delineates the debt service schedule for the bonds. (Housum Aff. ¶ 9.)

I. Amount of Principal Due

The Trustee maintains that based on the publically available records of the four separate series of bonds, as well as the transfer agency forms submitted by the former Trustee (Wells Fargo) and the current Trustee (UMB), [2] the full amount of principal, namely, $20 million, is still due and owing. Although there is no dispute that the loan was in the amount of $20 million, the Club takes issue with the $20 million in principal due and owing stating that "LHC made one semiannual bond payment in full." (R. 140, Club's Rule 56.1 Stmt. Facts ¶ 8.) In support of this statement, the Club relies on Housum's deposition transcript, but misstates her testimony. To clarify, at her deposition, Housum testified that LHC made one loan payment, but that this payment only covered interest on the loan and did not go to the loan's principal. (R. 146, Housum Dep., at 82, 169, 170, 174-75; Housum Aff. ¶ 13.) The Club attempts to refute Housum's testimony and affidavit, which establish that the entire amount of principal remains due, by focusing on the admissibility of the documents Housum relied upon in making her determination. Specifically, the Club argues that the Depository Trust Company's ("DTC") transfer documents, EMMA documents, and Wells Fargo's Notices of Partial Payment of Interest are inadmissible hearsay and lack authentication.

The loan documents, namely, the notices of partial payment, are admissible pursuant to the business records exception, especially in tandem with Housum's affidavit and supplemental affidavit explaining how these documents were made and maintained, as discussed in detail below. See Melendez-Diaz v. Mass., 557 U.S. 305, 321, 129 S.Ct. 2527, 174 L.Ed.2d 314 (2009) ("Documents kept in the regular course of business may ordinarily be admitted at trial despite their hearsay status."); see, e.g., Achey v. BMO Harris Bank, N.A., ___ F.Supp.3d ___, 2014 WL 4099139, at *4 (N.D. Ill. 2014) (loan documents "plainly are admissible pursuant to the business records exception set fort in Rule 803(6)."). Turning to the EMMA and DTC documents, EMMA "serves as the official source for municipal securities disclosures and related market data" providing "on-line access to centralized new issue municipal securities disclosure documents (known as official statements)" and the "DTC is a member of the U.S. Federal Reserve System, and a registered clearing agency with the Securities and Exchange Commission."[3] Based on the function and purpose of EMMA and the DTC, the documents Housum relied upon are not inadmissible hearsay because they are business records ...


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