Denise P. Watkins and William D. Watkins v. Wallace

Background

Denise P. Watkins and William D. Watkins, as trustees of the Watkins Family Trust Dated 1/7/94, sued WB (Brant) Wallace, Gavin Zietsman, and GRE Renewable Energy, Ltd. for breach of contract. In January 2017, the Trust and GRE entered into a Loan Purchase and Sale Agreement. Under that agreement, the Trust assigned GRE its full interest in a $6.5 million loan previously made to Imergy Power Systems, Inc. GRE agreed to pay the Trust the $6.5 million purchase price plus $108,000 for specified deposits and expenses.

The agreement required GRE to acquire substantially all of Imergy’s assets by January 31, 2017. It also provided that failing to meet that deadline would make the full purchase price immediately due. The court found that GRE did not meet the deadline and never acquired the assets or paid the Trust under the agreement.

Motion and Analysis

The Trust moved for partial summary judgment on its breach-of-contract claim. Summary judgment is a decision without a trial when the evidence shows there is no genuine dispute about a material fact and the moving party is entitled to judgment as a matter of law.

The court applied the elements of a breach-of-contract claim: a valid contract, the plaintiff’s performance or excuse for nonperformance, the defendant’s breach, and resulting damages. The court found that the Trust provided evidence of each element and that the defendants did not present evidence creating a genuine factual dispute. The validity of the agreement was not disputed, and the defendants did not dispute the evidence that the Trust assigned its interest in the loan or that GRE failed to perform.

Zietsman filed no opposition. Wallace filed an objection disputing the factual allegations, but it merely referred to his answer to the complaint. The court concluded that the answer was not evidence sufficient to oppose summary judgment.

Damages and Disposition

The court found that the undisputed damages were $6.608 million, consisting of the $6.5 million purchase price and $108,000 in reimbursements. Applying California law, the court held that prejudgment interest accrued at 10 percent per year, or $1,810.41 per day, beginning January 31, 2017, through the date of judgment.

The court GRANTED the Trust’s motion for partial summary judgment. The remaining issue for trial was whether Wallace and Zietsman were liable as GRE’s alter egos. The court also reset the case management conference from August 21, 2025, to August 27, 2025, at 2:00 p.m. by video conference.