NEF HOLDINGS, LLC v. C AND H PAVING, INC., et al

Background

NEF Holdings, LLC sued C and H Paving, Inc. and Benjamin Cranford Jr. for breach of contract. NEFPASS, an affiliate of NEF Holdings, entered a Master Lease Agreement with C and H Paving on December 19, 2018. The agreement created a framework for leasing construction equipment through later schedule agreements. Four schedule agreements were subsequently executed.

The Master Lease Agreement required C and H Paving to pay scheduled rent and other amounts. It provided for a late charge when rent was not paid within five days of its due date. After a default, the agreement allowed liquidated damages consisting of the equipment’s specified loss value, other rent due, and enforcement costs, reduced by proceeds from selling the equipment. It also provided for interest on amounts due at the lesser of 18 percent per year or the maximum rate allowed by law.

Cranford separately signed a Master Lease Guaranty. He unconditionally guaranteed amounts owed under the Master Lease Agreement and the equipment schedules, and waived the right to require NEF Holdings to proceed against C and H Paving before seeking payment from him. NEFPASS later assigned both agreements to NEF Holdings.

According to the opinion, C and H Paving and Cranford defaulted by failing to make required payments. The defendants voluntarily surrendered 23 pieces of equipment on March 30, 2022. Ritchie Brothers Auctioneers later sold the equipment, with $1,822,375 going to NEF Holdings.

Procedural History

NEF Holdings filed the action on July 21, 2023, asserting one breach-of-contract claim. The defendants answered and raised failure to mitigate and accord-and-satisfaction defenses. NEF Holdings moved for summary judgment on March 18, 2025. The defendants missed the deadline to oppose the motion and did not respond after the court warned that it would treat the motion as unopposed.

The court explained that an unopposed summary-judgment motion cannot be granted automatically. The moving party must still show that no genuine dispute exists about a material fact and that it is entitled to judgment under the law. The court deemed the facts in NEF Holdings’ statement admitted but independently reviewed the record.

Court’s Analysis

The court held that the undisputed facts established the required elements of the contract claim. The agreements existed, NEF Holdings’ predecessor entered the agreements and later assigned them to NEF Holdings, C and H Paving failed to make the required payments, and Cranford failed to make payments under his guarantee. The court found the agreements unambiguous and found no material factual dispute about the breaches.

The court rejected Cranford’s failure-to-mitigate defense because the agreements contained enforceable liquidated-damages provisions, which meant the non-breaching party had no duty to mitigate damages resulting from the breach. The court also rejected the accord-and-satisfaction defense because Cranford offered no argument or basis for it. The court noted that surrendering the equipment did not resolve the entire contractual dispute because the agreements expressly contemplated liquidated damages offset by equipment-sale proceeds.

For damages, NEF Holdings submitted documentation supporting $2,623,610.07. The calculation included the contractual loss amount, unpaid rent, late charges, interest, and attorneys’ fees and other enforcement costs, less the $1,822,375 equipment-sale credit. The court found that NEF Holdings had shown no genuine material dispute concerning damages and granted summary judgment on that issue.

Disposition

The court GRANTED NEF Holdings’ motion for summary judgment. It ordered NEF Holdings to file by July 31, 2026, a proposed judgment consistent with the ruling, including an award of $2,623,610.07 in damages, applicable pre- and post-judgment interest, and proof that the proposed judgment had been served on the defendants. The opinion does not state that the final judgment had already been entered.