Alan Wolf v. ( 2018 )

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 17-3098
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In re: ALAN WOLF,
Debtor
Edward Jordan,
Appellant
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On Appeal from the United States District Court
for the Eastern District of Pennsylvania
District Court No. 2-16-cv-05229
District Judge: The Honorable Cynthia M. Rufe
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Submitted Pursuant to Third Circuit L.A.R. 34.1(a)
June 14, 2018
Before: SMITH, Chief Judge, CHAGARES, and FUENTES, Circuit Judges
(Opinion Filed: June 22, 2018)
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OPINION
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SMITH, Chief Judge.

This disposition is not an opinion of the full Court and pursuant to I.O.P. 5.7 does not
constitute binding precedent.
Edward Jordan appeals the District Court’s order affirming the Bankruptcy Court’s
denial of his claim against Alan Wolf’s bankruptcy estate. Jordan failed to establish his
claim against the estate, and we will affirm.
In 1999, Jordan paid approximately $59,000 to purchase a classic car, a restored
1953 Cadillac Eldorado. At some point, the sale fell apart, and ultimately, Jordan never
received the car—or a refund.1 Jordan eventually filed suit against Modern Classics, Inc.,
a licensed collector car dealership, seeking repayment of the purchase price. Modern
Classics filed for bankruptcy shortly thereafter.2 Jordan then sued Wolf, the majority owner
of Modern Classics, with whom he had negotiated the purchase. Wolf then promptly filed
for bankruptcy himself. Jordan submitted a proof of claim in the personal bankruptcy
proceeding, alleging that Wolf was liable for the failed sale, and in the alternative, that
Wolf had been unjustly enriched. The Bankruptcy Court denied Jordan’s claim, holding
that Jordan had contracted with Modern Classics to purchase the Eldorado rather than with
Wolf personally, and that Jordan failed to prove unjust enrichment. Jordan appealed to the
District Court, which affirmed the Bankruptcy Court’s order. Jordan now appeals the
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Jordan and Wolf blame each other for the sale’s failure, though it is not relevant for our
purposes who is to blame. Wolf eventually sold the Eldorado to another customer, and
Jordan agreed to accept instead a 1953 Cadillac Speedster after it had been restored to
match the condition of the Eldorado. The Speedster restoration seems to have taken years,
and in any event, Jordan never received the car. In fact, Jordan received only $3,000 in
2010 as part of a short-lived repayment agreement.
2
Modern Classics’ bankruptcy closed as a no-asset case, and Jordan’s suit against the
dealership was eventually dismissed.
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District Court’s order. He challenges the Bankruptcy Court’s evidentiary rulings and its
analysis of the merits of Jordan’s claim.
I.3
The Bankruptcy Court ruled on several evidentiary issues. Jordan primarily objects
to the Bankruptcy Court’s decision to withdraw admissions made by Wolf as a result of his
failure to respond to Jordan’s requests for admission. See Fed. R. Civ. P. 36(a)(3). The
Bankruptcy Court held that the admissions did not clearly establish Jordan’s case, their
withdrawal would not prejudice Jordan, and it would be unfair to decide the case on the
basis of the admissions. Jordan argues that the Bankruptcy Court erred by withdrawing the
admissions sua sponte rather than by motion.
We agree with the District Court that any error by the Bankruptcy Court in
withdrawing the admissions was harmless. The central merits question in this case is
whether Jordan contracted with Modern Classics or with Wolf personally. As the District
Court and Bankruptcy Court noted, the relevant admissions have no bearing on that
question. They establish only that:
3
The Bankruptcy Court had jurisdiction under 28 U.S.C. § 157. The District Court had
jurisdiction over the appeal under 28 U.S.C. § 158(a), and we have jurisdiction over this
appeal under 28 U.S.C. § 158(d) and 28 U.S.C. § 1291. “Because the District Court in this
case sat as an appellate court reviewing a final order of the Bankruptcy Court, our review
of its decision is plenary.” In re O’Brien Envtl. Energy, Inc., 188 F.3d 116, 122 (3d Cir.
1999). We apply the same standard of review as the District Court, and review the
Bankruptcy Court’s legal decisions de novo and its factual determinations for clear error.
U.S. Bank Nat’l Ass’n ex rel. CWCapital Asset Mgmt. LLC v. Village at Lakeridge, LLC,
138 S. Ct. 960, 965–66 (2018).
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3. [Wolf] made the offer to sell the Eldorado to [Jordan] to induce
[Jordan] to send $59,000 to [Wolf].
12. [A]fter selling the Eldorado to someone other than [Jordan], [Wolf]
offered to deliver to [Jordan] [a different car].
15. [Wolf] signed the [Repayment] Agreement and sent the Agreement
to [Jordan] by facsimile on August 5, 2010.
App. at 314, 316.
Those admissions establish only that Wolf negotiated and signed the agreements
with Jordan. By their own terms, they do not clearly establish that Wolf did so on his own
behalf rather than on behalf of Modern Classics, the dealership he owned. “[A] corporation
can only act through its officers, agents, and employees.” Tayar v. Camelback Ski Corp.,
47 A.3d 1190, 1196 (Pa. 2012); see Midland Funding, LLC v. Johnson, 137 S. Ct. 1407,
1411 (2017) (“State law usually determines whether a person has [a claim].”). The District
Court did not err in affirming the withdrawal of admissions.
Jordan also objects to a slew of other rulings, including the Bankruptcy Court’s
decision not to reopen discovery prior to denying Jordan’s motion for summary judgment;
the admission of certain testimony over Jordan’s objections; and the Bankruptcy Court’s
credibility determinations with respect to witness testimony.
None of the objections have merit. We see no abuse of discretion in the decision not
to reopen discovery. See In re Kiwi Int’l Air Lines, Inc., 344 F.3d 311, 323 (3d Cir. 2003).
Jordan’s motion to reopen discovery essentially mirrors his opposition to the Bankruptcy
Court’s decision to withdraw the admissions, and we agree with the District Court that
additional discovery would not have made a difference.
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We have reviewed the trial transcript, and conclude that the Bankruptcy Court did
not err in its evidentiary rulings related to the title of the Eldorado or the undeliverable
letters Wolf attempted to send to Jordan. And, as the finder of fact, the Bankruptcy Court
is entitled to deference for its credibility determinations. See In re Myers, 491 F.3d 120,
126 (3d Cir. 2007). Jordan makes no argument as to why those determinations should be
overturned. The District Court did not err in affirming the Bankruptcy Court’s evidentiary
rulings.
II.
Jordan argues that the Bankruptcy Court committed clear error in finding that his
contract was with Modern Classics rather than Wolf personally. Jordan argues that he
believed from the start of the negotiations that he had contracted with Wolf personally
because he negotiated with Wolf and made the payment check out to Wolf. Wolf also
deposited the check in a personal account, and was listed as “seller” on the initial contract
for the Eldorado. In rejecting Jordan’s argument, the Bankruptcy Court and the District
Court relied on several countervailing facts: Wolf responded to Jordan’s initial inquiry
about the Eldorado on Modern Classics stationary, and the contract itself stated that it was
an invoice from Modern Classics. The 2010 repayment agreement pursuant to which Wolf
paid Jordan $3,000 was signed by Wolf on a line above the words “Modern Classics.”
Finally, when Jordan first sued over the failed transactions in 2010, he sued Modern
Classics rather than Wolf. Jordan only began pursuing Wolf for the claim after Modern
Classics filed for bankruptcy. Considering the record as a whole, the Bankruptcy Court did
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not clearly err in finding that Jordan contracted with Modern Classics rather than Wolf. See
Anderson v. City of Bessemer City, 470 U.S. 564, 573–74 (1985).
III.
Finally, Jordan argues that Wolf was unjustly enriched by retaining the purchase
price of the Eldorado even though he never delivered the car. Under Pennsylvania law,
Jordan had the burden of establishing, among other elements, “benefits conferred on
defendant by plaintiff.” Montgomery Cty. v. MERSCORP Inc., 795 F.3d 372, 379 n.7 (3d
Cir. 2015) (quoting Mitchell v. Moore, 729 A.2d 1200, 1203 (Pa. Super. Ct. 1999)). The
Bankruptcy Court determined, based on Wolf’s testimony at trial and a lack of proof
submitted by Jordan, that it was equally likely that Wolf reinvested the money into Modern
Classics instead of retaining it for himself. Thus, the Bankruptcy Court concluded that
Jordan failed to show by a preponderance of the evidence that Jordan conferred a benefit
on Wolf rather than on Modern Classics. The District Court affirmed. On appeal, Jordan
relies on the fact that Wolf deposited the payment check in a personal account rather than
a business account. As the District Court noted, Wolf’s decision to deposit the money in a
personal account “evinces a lack of professionalism,” App. at 12, but it does not by itself
establish that Wolf personally retained the payment for his own benefit rather than the
benefit of Modern Classics, as he also used the personal account to make a $3,000 payment
on behalf of Modern Classics in 2010. The Bankruptcy Court did not err in concluding that
Jordan failed to prove his unjust enrichment claim.
IV.
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Bankruptcy allows individuals and corporations to recover from difficult
circumstances, and provides a fresh start to those who need it. Jordan became a creditor of
Modern Classics when he did not receive the vehicle for which he bargained. When
Modern Classics filed for bankruptcy, Jordan’s claim should have been, but was not,
brought to that bankruptcy estate. Now, Jordan seeks to assert the claim against Wolf
personally. Because Jordan failed to prove that Wolf was personally liable on Jordan’s
contract with Modern Classics, or in the alternative that Wolf had been personally and
unjustly enriched by the payment, we will affirm the judgment of the District Court.
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