Bank of America, N.A. v. Greuner Medical P.C.

Background

Bank of America, N.A. sued Greuner Medical P.C.; Greuner Medical of NJ PC; DGAT Management Limited Liability Company; Center for Special Surgery of Essex County, LLC; and David A. Greuner. The dispute arose from a 2019 loan agreement providing for an $8 million one-year revolving-credit loan and a $1.5 million five-year term loan. The agreements were amended several times, and the defendants signed guaranties and security agreements covering specified collateral.

The loan documents identified events of default, including failure to make required payments and failure to comply with certain covenants. Bank of America notified the borrower and guarantors of defaults, demanded repayment after the loans matured, and alleged that the debt remained unpaid. The security agreements gave the bank security interests in collateral including accounts, inventory, equipment, and fixtures. Bank of America filed financing statements in New York and New Jersey.

Procedural History and Summary-Judgment Record

Bank of America moved for summary judgment on its claims for breach of the two loan contracts, breach of guaranty, and foreclosure of security interests. The parties had agreed that discovery was unnecessary. The defendants opposed the motion but did not submit the required statement responding paragraph by paragraph to the bank’s factual statement under Local Civil Rule 56.1(b). Instead, they submitted a memorandum and a declaration from David A. Greuner containing general objections and unsupported assertions.

The court stated that it would not consider unsupported factual assertions. It also explained that the defendants’ responses did not identify evidence contradicting the bank’s assertions and therefore did not create genuine disputes of material fact. The court nevertheless emphasized that the bank still had to show that it was entitled to judgment as a matter of law and reviewed the record for supporting evidence.

Rulings on the Claims

Under New York law, the court held that Bank of America established the elements of its breach-of-contract claims: valid agreements, the bank’s performance, the defendants’ breach, and damages. The bank supported its damages calculation with business records and an affidavit. The defendants did not provide specific evidence disputing the loan histories, interest calculations, fees, payments, or default notices. The court therefore granted summary judgment on the two breach-of-contract claims involving the revolving-credit loan and term loan.

The court also granted summary judgment on the four breach-of-guaranty claims. The guaranties were continuing and unconditional guaranties of payment, and the defendants did not raise arguments or defenses specifically directed to those guaranties. The court stated that, under New York law, most defenses to such guaranties are waived, while payment and lack of consideration were identified as exceptions; the defendants did not establish a material factual dispute.

On the foreclosure-of-security-interests claim, the court held that Bank of America showed that the parties entered into security agreements and that the defendants defaulted. The defendants argued that they had been evicted from their operating facility and no longer possessed the collateral. The court found that argument insufficient because the agreements and financing statements covered broadly described property, including all equipment and fixtures then owned or later acquired and all accounts.

Disposition

The court granted Bank of America’s motion for summary judgment as to claims one, two, three, seven, eight, nine, and ten: the two loan-contract claims, the security-interest foreclosure claim, and the four guaranty claims. The court dismissed the remaining claims—replevin, conversion, and unjust enrichment—as duplicative. The court also denied as moot Bank of America’s request to strike the defendants’ answer and affirmative defenses.

The court entered judgment for Bank of America for $8,410,043.19, plus per-day interest of $1,542.40 from April 18, 2023, to the date of the opinion, and post-judgment interest. It directed the Clerk to terminate the motion, enter judgment, and close the case.