United States District Court, D. Montana, Butte Division
CLB DEVELOPMENT PATNERS LTD., a Delaware Limited Partnership, Plaintiff,
CRAIG G. BRYANT, Defendant.
Morris United States District Court Judge
CLB Development Partners, LTD., (“CLB”) filed a
Complaint against Defendant Stephan Barrett
(“Barrett”), Defendant Craig Bryant
(“Bryant”), and Defendant Michael Rowe
(“Rowe”). Rowe did not defend the action. The
Court entered default judgment against Rowe. CLB moved for
summary judgment against Barrett and Bryant. (Doc. 14.) The
Court denied the motion. (Doc. 45.)
has filed a second motion for summary judgment against Bryant
and Barrett. (Doc. 50.) CLB and Barrett settled the claim.
The Court granted CLB's motion to dismiss Barrett as a
defendant in the case. (Doc. 59.) Bryant opposes CLB's
second summary judgment motion (Doc. 60.) He filed a
Statement of Disputed Facts along with his response. (Doc.
filed a 14-page reply brief on August 5, 2016. (Doc. 64.) CLB
filed another 14-page brief on the same date that listed a
number of objections to the evidence offered by Bryant in his
Response (Doc. 60) and his Statement of Disputed Facts (Doc.
61). (Doc. 65.) CLB alleges that “much” of the
evidence Bryant submitted in each document “consists of
testimony constituting inadmissible parol evidence.”
(Doc. 65 at 2.) Bryant moved to strike the objection (Doc.
66) and filed his own objection to Plaintiff's objections
(Doc. 68). CLB responded to Bryant's motion to strike.
(Docs. 70; 71.) CLB also filed a Conditional Motion for Leave
to File Objections to SJ Evidence. (Doc. 72.) Bryant opposed
the motion (Doc. 73.)
Court held a motion hearing on Plaintiff's Second Motion
for Summary Judgment on September 22, 2016. (Doc. 74.) The
Court referred the case to United States Magistrate Judge
John Johnston to conduct a settlement conference. (Doc. 75.)
Judge Johnston held a settlement conference on October 28,
2016. (Doc. 77.) The settlement conference proved
Defendant Craig Bryant, Michael Rowe, and Stephen Barrett
participated in a real estate development project in Bozeman.
(Doc. 15 at 7.) CLB alleges that it loaned Bryant, Barrett,
and Rowe nearly $4, 000, 000 in 2006. Id. CLB
alleges that Bryant, Barrett, and Rowe received the $4, 000,
000 in the form of 333 shares of stock each in Bozeman Corp.
(Doc. 15 at 10.) CLB alleges that Bryant, Barrett, and Rowe
have paid back approximately $1, 000, 000 of the loan to CLB.
(Doc. 15 at 7.) CLB has sued to recover the remaining
principal and interest. Id. Bryant's alleged
share of the debt is evidenced by a promissory note executed
by Bryant in favor of CLB. (Doc. 19-4 at 16-20.) A security
agreement pledges as collateral 333 shares of stock in
Bozeman Corp. owned by Bryant. (Doc. 19-3.)
contends that CLB failed to loan him the money that it now
seeks to recover. (Doc. 27 at 6.) Bryant has asserted the
defense of failure of consideration. (Doc. 11 at 10.) Bryant
concedes that CLB worked with him, and Barrett and Rowe, to
provide capital to complete a real estate development
project, to structure organizations owned by CLB and Bryant,
Barrett, and Rowe, and to avoid or postpone tax liability
related to the real estate development project.
asserts that CLB explained that he needed to sign the
promissory note to take advantage of a restructuring
opportunity that would provide tax benefits. Bryant alleges,
however, that CLB's representatives assured him that the
loan would be a nonrecourse note in the nature of
“window dressing.” (Doc. 27 at 7.)
should grant summary judgment where the movant demonstrates
that no genuine dispute exists “as to any material
fact” and the movant should be “entitled to
judgment as a matter of law.” Fed.R.Civ.P. 56(a). This
Court will grant summary judgment where the documentary
evidence produced by the parties permits only one conclusion.
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 250
(1986). Only disputes over facts that might affect the
outcome of the lawsuit will preclude entry of summary
judgment. The Court will not consider factual disputes
irrelevant or unnecessary to the outcome. Anderson,
477 U.S. at 247-48. “When determining whether a genuine
issue of material fact remains for trial, we must view the
evidence and all inferences therefrom in the light most
favorable to the non-moving party and may not weigh the
evidence or make credibility determinations.” Hauk
v. JP Morgan Chase Bank USA, 552 F.3d 1114, 1117-18 (9th
Cir. 2009) (citing Anderson, 477 U.S. at 255).
Court already has ruled once on a CLB motion for summary
judgment. The flurry of filings of bank statements, tax
records, and communications between the parties, and another
motion hearing conducted by the Court, reveals that not all
that much has changed from the first motion to this second
motion. The parties have certainly done much to develop the
evidentiary record, but have done little to definitively
resolve the central factual dispute of this case-whether CLB
actually provided consideration under the contract.
provided bank statements for CLB Development Partners, Ltd.,
BBR Bozeman Corporation, and Black Bull Run, LLC. CLB uses
these records to attempt to trace the flow of $4, 000, 000
from its bank account into a BBR Corp. account, then into a
BBR, LLC account, then $1, 200, 000 into Winchester's
account. (Doc. 51 at 7-8). CLB argues that these records