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Page 1
Slip Copy, 2011 WL 880451 (E.D.Pa.), 74 UCC Rep.Serv.2d 21
(Cite as: 2011 WL 880451 (E.D.Pa.))
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
Only the Westlaw citation is currently available.
United States District Court,
E.D. Pennsylvania.
CENTER CAPITAL CORP., Plaintiff,
v.
PRA AVIATION, LLC and Joseph Pacitti, Defendants.
Civil Action No. 09-4323.
March 14, 2011.
Lloyd S. Markind, Andrew Sklar, Sklar & Markind, Cherry Hill, NJ, Howard K. Levine, Carmody & Torrance, New
commercially reasonable under Connecticut law. In its Judgment dated February 4, 2011, the Court directed the par-
ties to submit damages calculations. The parties' briefs are presently before the Court, along with Center Capital's
Petition for Fees and Costs. For the reasons stated below, the Court will grant Center Capital's petition and adopt its
damages figure.
tion Master Loan and Sec. Agreement No. 55862 [Loan Agreement] § 9.)
Following a bench trial on January 31, 2011, the Court concluded that Center Capital sold the Learjet in a
commercially reasonable manner under Connecticut's codification of the Uniform Commercial Code. The parties
failed to stipulate to damages, and this issue is now before the Court.
Center Capital bases its damages calculation on the parties' Joint Pretrial Stipulation. (Pl.'s Pet. for Att'ys' Fees
Capital also documented counsel fees of $77,042.31 and costs of $2,958.49. (Pl.'s Pet. 2-3.) Center Capital thus
seeks a total of $2,458,489.33 in damages, fees and costs. (Pl.'s Pet. 3.)
Defendants' petition states that Defendants owed a “default amount” of $2,962,677.51 as of April 1, 2009.
(Defs.' Br. Outlining Damages Calculations [Defs.' Br.] 4.) Defendants arrive at their damages estimate by subtract-
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Slip Copy, 2011 WL 880451 (E.D.Pa.), 74 UCC Rep.Serv.2d 21
(Cite as: 2011 WL 880451 (E.D.Pa.))
their debt of at least $2.1 million as a result of Center Capital's sale of the aircraft because this number is “the lowest
wholesale dollar value shown by any credible accepted aviation industry standard evaluation and appraisal authorita-
tive publication.” (Id.) Defendants do not offer an alternative interest calculation or dispute Center Capital's calcula-
commercially reasonable sale of collateral. Conn. Gen.Stat. § 42a-9-615(d)(1). Secured creditors apply the proceeds
of such sales first to the reasonable expenses of disposing of the collateral, and then toward satisfaction of the se-
cured obligation at issue. Conn. Gen.Stat. § 42a-9-615(a).
The Court held that Center Capital's sale of the Learjet was commercially reasonable. Center Capital may thus
apply the net proceeds of the sale toward Defendants' debt. Defendants suggest that Center Capital sold the Learjet
ants are not entitled to a credit greater than the net proceeds of the sale. The Court will therefore award Center Capi-
tal $2,378,488.53 in damages, as described above.
B. Fees and Costs
Connecticut allows parties to contract for recovery of a prevailing party's attorneys' fees. Pateley Assocs. I, LLC
Heating Co. v. DiLoreto, 12 Conn.App. 468, 531 A.2d 177, 183 (Conn.App.Ct.1987)).
The Loan Agreement between Center Capital and PRA Aviation requires “Borrower to pay all expenses of any
sale ... of the Collateral, and all costs, including without limitation all actual attorneys' fees incurred by Lender in its
enforcement of the provisions of this Agreement.” (Loan Agreement § 8(v).) Defendant Joseph Pacitti also agreed to
pay Center Capital's legal costs, including attorney's fees, pursuant to a guaranty agreement.FN1 (Compl. Ex. H, Con-
and Costs. Center Capital has also provided copies of invoices submitted by its attorneys. The Court has reviewed
these documents and finds the requested costs and fees to be reasonable and adequately supported. Center Capital's
counsel charged reasonable hourly rates: $225 to $400 for the various partners assigned to this matter and $190 for
Page 3
Slip Copy, 2011 WL 880451 (E.D.Pa.), 74 UCC Rep.Serv.2d 21
(Cite as: 2011 WL 880451 (E.D.Pa.))
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
associates. (See Pl.'s Pet. Ex. A [Invoices for legal services through Jan. 31, 2011].) Center Capital's costs are like-
III. CONCLUSION
Center Capital prevailed as to the sole contested issue in this case: whether its sale of Defendants' Learjet was
commercially reasonable. Its damages must be calculated accordingly, yielding $2,378,488.53 in unpaid principal
and interest. Center Capital has also shown that it is contractually entitled to recover counsel fees and costs from
END OF DOCUMENT
Page 2
Slip Copy, 2011 WL 880451 (E.D.Pa.), 74 UCC Rep.Serv.2d 21
(Cite as: 2011 WL 880451 (E.D.Pa.))
their debt of at least $2.1 million as a result of Center Capital's sale of the aircraft because this number is “the lowest
wholesale dollar value shown by any credible accepted aviation industry standard evaluation and appraisal authorita-
tive publication.” (Id.) Defendants do not offer an alternative interest calculation or dispute Center Capital's calcula-
commercially reasonable sale of collateral. Conn. Gen.Stat. § 42a-9-615(d)(1). Secured creditors apply the proceeds
of such sales first to the reasonable expenses of disposing of the collateral, and then toward satisfaction of the se-
cured obligation at issue. Conn. Gen.Stat. § 42a-9-615(a).
The Court held that Center Capital's sale of the Learjet was commercially reasonable. Center Capital may thus
apply the net proceeds of the sale toward Defendants' debt. Defendants suggest that Center Capital sold the Learjet
ants are not entitled to a credit greater than the net proceeds of the sale. The Court will therefore award Center Capi-
tal $2,378,488.53 in damages, as described above.
B. Fees and Costs
Connecticut allows parties to contract for recovery of a prevailing party's attorneys' fees. Pateley Assocs. I, LLC
Heating Co. v. DiLoreto, 12 Conn.App. 468, 531 A.2d 177, 183 (Conn.App.Ct.1987)).
The Loan Agreement between Center Capital and PRA Aviation requires “Borrower to pay all expenses of any
sale ... of the Collateral, and all costs, including without limitation all actual attorneys' fees incurred by Lender in its
enforcement of the provisions of this Agreement.” (Loan Agreement § 8(v).) Defendant Joseph Pacitti also agreed to
pay Center Capital's legal costs, including attorney's fees, pursuant to a guaranty agreement.FN1 (Compl. Ex. H, Con-
and Costs. Center Capital has also provided copies of invoices submitted by its attorneys. The Court has reviewed
these documents and finds the requested costs and fees to be reasonable and adequately supported. Center Capital's
counsel charged reasonable hourly rates: $225 to $400 for the various partners assigned to this matter and $190 for
Page 3
Slip Copy, 2011 WL 880451 (E.D.Pa.), 74 UCC Rep.Serv.2d 21
(Cite as: 2011 WL 880451 (E.D.Pa.))
© 2012 Thomson Reuters. No Claim to Orig. US Gov. Works.
associates. (See Pl.'s Pet. Ex. A [Invoices for legal services through Jan. 31, 2011].) Center Capital's costs are like-
III. CONCLUSION
Center Capital prevailed as to the sole contested issue in this case: whether its sale of Defendants' Learjet was
commercially reasonable. Its damages must be calculated accordingly, yielding $2,378,488.53 in unpaid principal
and interest. Center Capital has also shown that it is contractually entitled to recover counsel fees and costs from
END OF DOCUMENT
