United States District Court, S.D. Alabama, Southern Division
K. DUBOSE CHIEF UNITED STATES DISTRICT JUDGE
matter is before the Court on Defendants'
partial motion for summary judgment (Docs. 62,
63), Plaintiff's Response (Doc. 71), and Defendants'
Reply (Doc. 72). 
Findings of Fact
alleged, Plaintiff Car Financial Services, Inc. (Car
Financial) is a Georgia corporation doing business in Florida
in the automotive financial services business (e.g.,
purchases retail installment contracts, in whole or part,
from used car dealers with recourse). (Docs. 1; 1-1 at 11;
37). Alabama resident Defendant Charranda Lambert (Ms.
Lambert) is an individual d/b/a as A-1 Auto Sales, a used car
business located in Alabama, and as part of the business from
time to time sells vehicles to Customer Obligors on credit.
(Id.) Defendant V. Lambert & Family, LLC is an
Alabama limited liability company operated by Vincent
case deals with an alleged breach of contract tied to
automobile financing agreements. Specifically, Car Financial
has two programs with dealerships which involve purchasing a
dealership's receivables; Account Bulk Purchase Program
(“Bulk”) and the Payment Interval Purchase
Program (“PIPP”). (Doc. 71 at 14-22 (Aff.
the Bulk Program, a dealership enters into a Master Purchase
Agreement-Bulk (“Bulk Agreement”) with Car
Financial, which among other things, permits it to purchase
the dealership's receivables. Id. The dealership
assigns the receivables to Car Financial, entitling Car
Financial to receive payments from borrower/customers for the
remaining term of the financing agreement. Id. Car
Financial receives and holds the original titles to the
automobiles. Id. The dealership also signs a Power
of Attorney agreement, which permits Car Financial to enforce
rights granted to the dealership under the financing
agreements with its customers. Id. As such, Car
Financial steps into the shoes of the dealership as the
primary lienholder for purchased automobiles, even though it
does not change the lienholder on the title. Id. The
receivables purchased by Car Financial are referenced in
subsequent contracts called Short Form Purchase Agreements.
(Doc. 71 at 14-22 (Aff. Smith)). Each receivable acquired
through a Short Form Purchase Agreement is governed by the
terms of the Bulk Agreement and the terms of the Bulk
Agreement are incorporated by reference into each Short Form
Purchase Agreement. Id. There is no limit on how
many Short Form Purchase Agreements may be executed under a
Bulk Agreement. Id. If a customer fails to make a
payment within the first 30 days of Car Financial purchasing
the contract (receivable), the dealership is obligated under
the Bulk Agreement to repurchase that receivable.
Id. After the initial 30-day period, however, Car
Financial bears the risk of default by the customer.
the PIPP Program, a dealership enters into a Master Purchase
Agreement-PIPP (“PIPP Agreement”) with Car
Financial. (Doc. 71 at 14-22 (Aff. Smith)). The PIPP is
similar to the Bulk Agreement with respect to assignment of
receivables and delivery of title to vehicles. Id.
However under a PIPP, Car Financial purchases only a defined
portion of a customer's scheduled payments under their
financing agreement (e.g., three months, six months, or
longer), not the entire contract and payment term.
Id. The PIPP also requires the dealership to
repurchase from Car Financial any receivable that defaults
during the term. Id. Car Financial has full recourse
under a PIPP against the dealership for any customer default,
regardless of the amount of time that has passed.
August 23, 2016, Ms. Lambert (Seller) executed a Master
Purchase Agreement-Bulk with Car Financial (Buyer), through
which Car Financial may purchase from Seller automotive sales
finance contracts (Receivables) via Short Form Purchase
Agreements. (Doc. 63 at 1-13; Doc. 37-1 at 1-8; Doc. 71 at
33-34 (Dep. C. Lambert)). The agreement provides that Lambert
sold 13 Receivables to Plaintiff for $16, 436.71. (Doc. 1-1
at 6-8). Simultaneously Ms. Lambert executed a personal
guaranty of her obligations. (Doc. 37-1 at 10-12; Doc. 71 at
33-34 (Dep. C. Lambert)).
November 29, 2016, Ms. Lambert executed a Master Purchase
Agreement-PIPP with Car Financial (Buyer) providing that Car
Financial may purchase "a defined portion of the
scheduled payments ("PIPs") of installment sale
contracts ("Receivables") from Seller," via
Short Form Purchase Agreements. (Doc. 37-1 at 14-27; Doc. 71
at 34-35 (Dep. C. Lambert)). Car Financial purchased nine (9)
Receivables from Ms. Lambert for $9, 352.43. (Doc. 1-3 at
9-14). Simultaneously Ms. Lambert executed a personal
guaranty of her obligations under the PIPP agreement. (Doc.
37-1 at 29-31; Doc. 71 at 35-36 (Dep. C. Lambert)).
Financial, as of November 2017, a number of the receivables
purchased in 2016 in its Bulk and PIPP portfolios with Ms.
Lambert were in default. (Doc. 71-1). In March/April 2018,
Car Financial purchased additional receivables from Ms.
Financial further alleges that on May 2, 2018, Ms. Lambert
entered into a Master Purchase Agreement-BULK with Plaintiff
(a new Bulk agreement), and signed a personal guaranty. (Doc.
37-1 at 36-44). The documents were given to Vincent Lambert,
who returned them to Car Financial with signatures purporting
to be Ms. Lambert's, but she testified that she "did
not sign it"). (Doc. 37-1 at 36; Doc. 71 at 39 (Dep.
June 18, 2018, Car Financial notified Ms. Lambert that she
was in default under the agreements in the amount of $172,
289.90. (Doc. 37-1; Doc. 71 at 36 (Dep. C.Lambert)). On June
27, 2018, Car Financial again notified Ms. Lambert of the
default, and alleged further, that she was making false
representations to customers, misdirecting payments, coercing
payments with threats of repossession, wrongfully interfering
with contractual relations, etc. (Doc. 37-1 at 34-35)
(referencing Doc. 37-1)). Thereafter, Car Financial sued Ms.
Lambert individually, for breach of contract, and V. Lambert
& Family, LLC, for unjust enrichment. (Docs. 1, 37).
Standard of Review
court shall grant summary judgment if the movant shows that
there is no genuine dispute as to any material fact and the
movant is entitled to judgment as a matter of ...