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Webster Chrysler Jeep, Inc. and Randy Henderson, As Its v. Chrysler Holding LLC

March 30, 2012

WEBSTER CHRYSLER JEEP, INC. AND RANDY HENDERSON, AS ITS PRESIDENT, PLAINTIFF(S),
v.
CHRYSLER HOLDING LLC, CHRYSLER LLC, DAIMLERCHRYSLER FINANCIAL SERVICES AMERICAS LLC, CHRYSLER MOTORS LLC, AND CHRYSLER REALTY COMPANY LLC, DEFENDANT(S).
CHRYSLER FINANCIAL SERVICES AMERICAS LLC, PLAINTIFF(S),
v.
R.H. WEBSTER REALTY, L.L.C. AND RANDOLPH B. HENDERSON, A/K/A RANDY HENDERSON, DEFENDANT(S).



The opinion of the court was delivered by: Jonathan W. Feldman United States Magistrate Judge

DECISION & ORDER

Preliminary Statement

Before the Court are the validity of jury trial demands in two separate, but related cases.*fn1 In Civil Case No. 08-CV-6535, Webster Chrysler Jeep, Inc. ("Webster") and Randy Henderson, as its President, commenced an action under the Automobile Dealer's Day in Court Act, 15 U.S.C. §§ 1221-1226, the New York Franchised Motor Vehicle Act, the New York Vehicle and Traffic Law §§ 463-473, the Equal Credit Opportunity Act, 15 U.S.C. § 1691, and state common law seeking injunctive relief and damages for alleged attempted wrongful termination of a motor vehicle franchise. See Amended Complaint (Docket # 82). In both the original and amended Complaints (Dockets ## 1, 82), Webster demands a jury trial. In Civil Case Number 09--CV-6044, Chrysler Financial Services Americas LLC has sued R.H. Webster Realty and Randy Henderson alleging that Webster Chrysler Jeep is in default of its obligations under various dealership financing agreements and that they are liable for the defaults based on their signing guarantees of the obligations of Webster Chrysler Jeep, Inc. See Amended Complaint (Docket # 21). In its amended answer (Docket # 24), Webster asserts three counterclaims which allege, inter alia, that Chrysler Financial engaged in racially discriminatory and retaliatory conduct by unfairly accelerating Webster Chrysler Jeep's financial obligations. More specifically, Webster alleged that the actions of Chrysler Financial violated the Equal Credit Opportunity Act (First Counterclaim), 42 U.S.C. § 1981 of the Federal Civil Rights Act (Second Counterclaim) and New York's implied covenant of good faith inherent in all contractual agreements (Third Counterclaim). As to each of their counterclaims, R.H. Webster Realty and Randy Henderson demand a jury trial.

Currently pending before the Court is Chrysler Financial's motion to strike the demands for a jury trial pursuant to Federal Rule of Civil Procedure ("FRCP") 39(a)(2). (Docket # 107). On July 6, 2011, the Court held a hearing and arguments were heard from the parties. Post hearing submissions were thereafter received by the Court. After consideration of the papers and exhibits filed in connection with the pending motion and the arguments of counsel, and for the reasons that follow, the Court hereby grants Chrysler Financial's motion to strike the demands for a jury trial (Docket # 107).

Relevant Facts

Chrysler Financial moves pursuant to FRCP Rule 39(a)(2) to strike Webster's demands for a jury trial on grounds that Webster and Henderson "contractually, knowingly and voluntarily waived their right to a trial by jury." See Chrysler Financial's Memorandum of Law (hereinafter "Chrysler Memo") (Docket # 108) at p. 1. Chrysler argues that Webster waived its right to a jury trial, as "numerous, conspicuous" jury waivers were contained in the various documents executed by Webster on March 27, 2002 and December 30, 2004. Specifically, on March 27, 2002, Webster entered into a Master Loan and Security Agreement ("MLSA") with DaimlerChrysler and, pursuant to the MLSA's terms, Webster waived its right to a jury trial in any lawsuit commenced with regard to the financing relationship between Webster and Chrysler Financial. See Exhibit "1" attached to Docket # 107. On page 12 of the MLSA there is a separate paragraph with a title in bold, capital letters that reads: "JURY WAIVER." Id. at p. 12. The "JURY WAIVER" paragraph states: "Lender, Borrower and each Guarantor waive the right to trial by jury in any lawsuit brought by any party against any other party." Id. The very next page of the MLSA is the signature page, and the first paragraph of that page is in all capital letters and provides:

EACH BORROWER AND EACH GUARANTOR CERTIFY THAT: (1) THEY HAVE AGREED TO BE SUBJECT TO THIS AGREEMENT AND EACH RELATED DOCUMENT AS THEIR OWN FREE ACT AND DEED, WITHOUT DURESS OR COERCION; (2) THEY HAVE CONSULTED WITH AN ATTORNEY, OR HAD THE OPPORTUNITY TO DO SO; (3) THEY HAVE CAREFULLY READ THIS AGREEMENT AND EACH RELATED DOCUMENT, AND AGREE TO ALL THEIR TERMS AS WRITTEN; (4) THEY HAVE KNOWINGLY CONSENTED TO ALL WAIVERS; AND (5) NEITHER LENDER NOR ANYONE CONNECTED WITH LENDER HAS MADE ANY STATEMENT OR PROMISE THAT MAY CONTRADICT IN ANY WAY WHAT IS WRITTEN IN THIS AGREEMENT OR IN ANY RELATED DOCUMENT.

Id. at p. 13. Randolph Henderson's name and signature appears on page 13 underneath the above-referenced paragraph of said MLSA agreement. Id.

On the same day that Webster and DaimlerChrysler entered into the MLSA (i.e., March 27, 2002), in conjunction with the extension of retail financing programs for Webster's customers, Webster entered into a Retail Installment Contract and Lease Program Agreement ("RICLPA"). See Exhibit "2" annexed to Docket # 107. The RICLPA also contains a jury waiver and a certification by the Dealer (Webster) that the Dealer has carefully read the agreement and agrees to all of its terms and conditions, similar to the above-referenced certification paragraph in the MLSA. See id. The RICLPA jury waiver is in a separate paragraph with a separate heading stating: "Jury Waiver." Id. at p. 6. The certification paragraph is at the top of the signature page, in all capital letters, and has Henderson's name and signature written beneath it. Id. at p. 8. Also on March 27, 2002, in conjunction with the establishment of credit facilities with Webster, the dealerships entered into a Certificate of Authority. See Exhibits "3A" and "3B" annexed to Docket # 107. The Certificate of Authority provided representations from various Webster employees that they "are authorized to represent and act on behalf of the Company [Webster]."*fn2 Id. Henderson, acting as General Manager, modified the Certificate of Authority so that he was the sole individual with authority to borrow money, execute loan documents, grant a lender a security interest or guaranty obligations of others. Compare Exhibit "3A" with Exhibit "3B" annexed to Docket # 107.*fn3

On April 23, 2002, Henderson executed a Continuing Guaranty in favor of Chrysler Financial. See Exhibit "4" annexed to Docket # 107. The Continuing Guaranty also contains a jury waiver, which is in a separate paragraph with a title in boldface, capital letters reading "JURY WAIVER." See id. at p.3. The "JURY WAIVER" paragraph appears on the same page as the signature page, which contains the name and signature of Henderson just below a certification in all capital letters which indicates, inter alia, that he has (1) "CONSULTED WITH AN ATTORNEY OR HAD THE OPPORTUNITY TO DO SO," (2) "THOROUGHLY READ THIS GUARANTY, THE AGREEMENT, ALL RELATED DOCUMENTS AND ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH ANY OBLIGATION, AND COMPLETELY UNDERSTAND AND AGREE TO THEIR PROVISIONS AS WRITTEN," and (3) "KNOWINGLY AGREED TO ALL WAIVERS." Id. (emphasis added).

In October 2004, Henderson applied to DaimlerChrysler for a real estate loan. On DaimlerChrysler's "Real Estate Terms and Conditions" document, Henderson represented on behalf of the limited liability company to be formed that their legal counsel is Harris Beach LLC. See Exhibit "5" annexed to Docket # 107. Subsequently, on December 30, 2004, the real estate loan transaction represented in the real estate terms and conditions set forth in the DaimlerChrysler Real Estate Terms and Conditions document was consummated, and Henderson, as Managing Member of R.H. Webster Realty, L.L.C., executed a Fixed Rate Promissory Note with interest rate adjustments, as well as a Permanent Mortgage which was subsequently recorded in the Office of the Monroe County Clerk on December 30, 2004. See Exhibits "6" and "7" annexed to Docket # 107. With the execution of the fixed rate Permanent Mortgage, Henderson executed a Borrower Real Estate Loan and Security Agreement on December 30, 2004. See Exhibit "8" annexed to Docket # 107. This Agreement contains a jury waiver which is set apart in its own Section and paragraph. See id. at p. 14. Specifically, the jury waiver reads as follows:

SECTION 12.0 WAIVER OF JURY TRIAL. LENDER AND BORROWER ACKNOWLEDGE AND AGREE THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN THEM, BUT THAT SUCH RIGHT MAY BE WAIVED. ACCORDINGLY, THE PARTIES AGREE:

(A) NOTWITHSTANDING SUCH CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER THE PARTIES BELIEVE AND AGREE THAT IT SHALL BE IN THEIR BEST INTEREST TO WAIVE SUCH RIGHT AND, ACCORDINGLY, HEREBY WAIVE SUCH RIGHT TO A JURY TRIAL AND FURTHER AGREE THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS AGREEMENT OR RELATIONSHIP BETWEEN LENDER AND BORROWER, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE COLLECTION OF THE LOAN OR OTHER OBLIGATIONS, SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY;

(B) THIS WAIVER OF JURY TRIAL IS FREELY, KNOWINGLY AND VOLUNTARILY GIVEN BY EACH PARTY, WITHOUT ANY DURESS OR COERCION, AFTER EACH PARTY HAS CONSULTED WITH ITS COUNSEL AND HAS CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF THIS ...


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