Jordan v. Wolf (In re Wolf), CIVIL ACTION NO. 16–5229

573 B.R. 179

IN RE: Alan WOLF, Debtor

Edward Jordan, Appellant,

v.Alan Wolf, Appellee.

CIVIL ACTION NO. 16–5229

BANKRUPTCY NO. 15–10768

United States District Court, E.D. Pennsylvania.

Signed August 29, 2017

Filed August 30, 2017

Daniel Robert Schimizzi, Bernstein–Burkley, P.C., Pittsburgh, PA, for Appellant.

Erik B. Jensen, Philadelphia, PA, for Appellee.

MEMORANDUM OPINION

Rufe, District Judge.

Edward Jordan appeals from the Bankruptcy Court's order denying his proof of claim arising from the botched sale of a 1953 Cadillac Eldorado automobile 18 years ago.¹ For the following reasons, and having considered fully the briefs and the record on appeal, and determining that oral argument is not necessary in this case,² the Court will affirm the order of the Bankruptcy Court.

I. BACKGROUND

The following facts are taken from the Bankruptcy Court's opinion sustaining Debtor–Appellee Alan Wolf's objection to Appellant Edward Jordan's claim.³ Because the Court writes primarily for the parties, it recounts only those facts necessary to give context to its decision.

In early 1999, Jordan contacted Wolf after seeing an advertisement for the 1953 Cadillac Eldorado. Wolf was a 90% owner of Modern Classics, Inc., a licensed collector car dealership that had been in business for approximately 22 years. In response to the inquiry, on Modern Classics stationery, Wolf provided Jordan with additional information including that payment was to be made by a check payable to Alan Wolf. In February 1999, Jordan signed a contract to buy the Eldorado for $59,000. The contract stated that it was an invoice from Modern Classics and that Alan Wolf was the seller, and was signed by Jordan and Wolf. Wolf deposited Jordan's check into his personal bank account. Rather than deliver the Eldorado to Jordan, Wolf ultimately sold the Eldorado to another buyer in August 2000 for $48,000.⁴

Wolf initially offered to refund Jordan, but then offered to replace the Eldorado with a 1953 Cadillac Speedster (the "Speedster"), which would need additional repairs to match the Eldorado's condition. Jordan accepted the offer for the replacement car. The repairs on the Speedster took at least ten years to complete.

In 2010, when it became clear that the Speedster transaction would not pan out, the parties entered into an agreement for repayment of the amount originally paid by Jordan over five months. Wolf signed the repayment agreement above the words "Modern Classics." Wolf missed his first scheduled payment, and instead sent Jordan a $3,000 check from his personal account several weeks later, which Jordan cashed. Wolf discussed the possibility of selling personal assets to repay the debt to Jordan. However, he made no additional payments to Jordan, nor did he deliver any automobile to him.

On April 25, 2012, Jordan sued Modern Classics in the Court of Common Pleas of Philadelphia, and on February 19, 2013, he obtained a default judgment in that court against Modern Classics in the amount of $69,280. In early 2013, Modern Classics ceased business operations, and in September 2013 it filed a chapter 7 bankruptcy petition in the Eastern District of Pennsylvania. The bankruptcy action stayed Jordan's state court action against Modern Classics. The Modern Classics bankruptcy case was administered as a no-asset case and closed on May 6, 2014. On October 20, 2014, the state court case was discontinued without prejudice.⁵

On July 22, 2014, Jordan sued Wolf in the Philadelphia Court of Common Pleas, seeking judgment in the amount of $70,800 for breach of contract, fraud, and unjust enrichment. The court sustained Wolf's preliminary objections in part, dismissing the breach of contract claim but allowing the claims of fraud and unjust enrichment to proceed. The court placed the case in deferred status after Wolf filed for bankruptcy in February 2015. On July 5, 2017, the state court matter was "administratively closed due to docket inactivity of more than 24 months."

On February 2, 2015, Wolf filed a voluntary petition for relief under Chapter 13 of the United States Bankruptcy Code⁶ in the Bankruptcy Court for the Eastern District of Pennsylvania. On May 15, 2015, Jordan filed a proof of claim in the amount of $85,186.89, to which Wolf objected. The Bankruptcy Court set a schedule for discovery, and Jordan eventually filed a motion for summary judgment, which the Bankruptcy Court denied. The Bankruptcy Court held a hearing, at which Wolf and Jordan testified, and after which the parties filed post-trial briefs. On September 15, 2016, the Bankruptcy Court sustained Wolf's objection and disallowed Jordan's claim. This appeal followed.

II. STANDARD OF REVIEW

A district court in reviewing the decision of a bankruptcy court "may affirm, modify, or reverse a bankruptcy judge's judgment, order or decree or remand with instructions for further proceedings."⁷ A district court reviews the bankruptcy court's "legal determinations de novo , its factual findings for clear error, and its exercise of discretion for abuse thereof."⁸ A finding of fact is "clearly erroneous" when it is "completely devoid of minimum evidentiary support displaying some hue of credibility or bears no rational relationship to the supporting evidentiary data."⁹ "A bankruptcy court abuses its discretion when its ruling is founded on an error of law or a misapplication of law to the facts."¹⁰ The Court's review is limited to the record before the Bankruptcy Court.¹¹

III. DISCUSSION¹²

A. Whether Wolf Is Personally Liable

The outcome of this case turns on whether Jordan contracted with Wolf personally, or with Modern Classics. Jordan contends that the Bankruptcy Court erred as a matter of law in holding that Wolf was not personally liable. Given Wolf's 90% ownership of Modern Classics and his personal involvement in the transactions at issue here (e.g. , depositing a check from Jordan into his personal account), Jordan argues that the Bankruptcy Court should have found that the contract was between Jordan and Wolf.

The Bankruptcy Court's finding was not clear error, as the evidence showed that Jordan was doing business with Modern Classics, not Wolf. Jordan received information about the Eldorado on Modern Classics stationery, the invoice for the Eldorado was issued by Modern Classics, and Wolf signed the repayment agreement above the words "Modern Classics." Jordan's claim that he "always believed" he was dealing with Wolf personally, and not Modern Classics,¹³ is further contradicted by his first having sued Modern Classics, and not Wolf, to recover the money he paid for the Eldorado. Additionally, there is no evidence that Wolf used the payment for his own benefit: instead, the testimony presented at trial suggests that the money benefitted Modern Classics.¹⁴ As the Bankruptcy Court explained,

The Debtor's acceptance of a personal check must be considered in context. Modern Classics was in business for over twenty (20) years. Undoubtedly, it participated in numerous purchase transactions with suppliers and sales transactions with customers. The extent of this business activity and, more importantly, the frequency with which the Debtor used his personal account for Modern Classics' transactions was not developed at trial...Nor was the record developed on other relevant issues in either the 1999–2001 time frame (or a more extended time period) such as: how much, if any, of the $60,000.00 the Debtor invested back in Modern Classics; and whether the Debtor regularly treated Modern Classics revenues as personal income without paying corporate debts.¹⁵

For these reasons, Jordan's claim that Wolf is personally liable lacks merit, and the Bankruptcy Court did not err.¹⁶

B. Withdrawal of Unanswered Requests for Admission

Jordan next argues that the Bankruptcy Court abused its discretion in sua sponte withdrawing the requests for admission ("RFAs") that Wolf failed to answer. Under Federal Rule of Civil Procedure 36(a)(3),¹⁷ a matter is deemed admitted unless it is denied within 30 days after being served. Rule 36(b) provides that "[a] matter admitted under this rule is conclusively established unless the court, on motion, permits the admission to be withdrawn or amended." The Bankruptcy Court's holding with regard to the RFAs was twofold: first, it found that the RFAs were ambiguous and "did not solicit the admission that [Wolf] personally contracted with Jordan," and second, that the RFAs should be withdrawn because it would be unfair to allow Jordan to prove his case in this way.¹⁸

Jordan served the RFAs on Wolf on October 19, 2015. The relevant RFAs for the purposes of this appeal were:

3. Admit that You made the offer to sell the Eldorado to [Jordan] to induce [Jordan] to send $59,000.00 to You.

12. Admit that, after selling the Eldorado to someone other than [Jordan], You offered to deliver to [Jordan] the Roadster.

15. Admit that you signed the Agreement and sent the Agreement to [Jordan] by facsimile on August 5, 2010.¹⁹

Wolf never responded to the RFAs. In his response to Jordan's motion for summary judgment, he explained that he did not respond to the RFAs because they were "redundant and a rehash of the same material already provided to [Jordan]" in the prior state action Jordan filed against Wolf.²⁰ In his brief in response to the motion for summary judgment in this case, Wolf stated that all transactions at issue were "between Jordan and the corporate entity Modern Classics, LLC."²¹ The Bankruptcy Court treated this and similar statements at trial as "an implicit request that [Wolf] be permitted to withdraw his admission," and granted the request.²²

Wolf, who was represented by counsel, made no explicit request to withdraw the admissions in the nearly six months between receiving the RFAs and the trial. Although it appears that Rule 36 does not permit sua sponte withdrawal of admissions,²³ any error in withdrawing the RFAs was harmless. Contrary to Jordan's assertions, the RFAs are not the linchpin of this case. As the...