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World Fuel Services, Inc. v. Sass Corp.

United States District Court, D. Minnesota

April 27, 2017

World Fuel Services, Inc., Plaintiff,
v.
SASS CORP, a Minnesota Corporation, Omar Wazwaz, and Ronya Salaymeh, Defendants.

          Christopher J. Heinze, Esq and Libby Law Office, PA, counsel for plaintiff.

          No appearance by defendants.

          ORDER

          David S. Doty, Judge

         This matter is before the court upon the motion for default judgment against defendants SASS Corporation and Omar Wazwaz. Based on a review of the file, record, and proceedings herein, and for the following reasons, the court grants the motion.

         BACKGROUND

         Plaintiff is a Texas corporation, with its principal place of business located in the State of Florida, specifically located at 9800 N.W. 41st Street, Suite 400, Miami, FL, 33178. Defendant SASS CORP is a corporation incorporated and existing under the laws of the State of Minnesota. Its principal place of business is in the State of Minnesota, specifically located at 3803 Stinson Boulevard, St. Anthony, MN, 55421. Defendant Omar Wazwaz is an individual who is domiciled in the State of Minnesota. Omar Wazwaz is the sole owner and shareholder of SASS CORP.

         Defendant SASS CORP was served with the Summons and Complaint in this matter on December 19, 2016 through the Minnesota Secretary of State. Defendant Omar Wazwaz was served with the Summons and Complaint in this matter on December 20, 2016.

         On January 10, 2017, counsel for Omar Wazwaz, Steven T. Grimshaw, contacted Plaintiff's counsel, and informed Plaintiff's counsel that neither Defendant Omar Wazwaz or Defendant SASS CORP would be filing an Answer to the Complaint in this matter. More than the allowed time to answer has elapsed since Defendants SASS CORP and Omar Wazwaz were served in this action and Defendants have failed to plead or otherwise defend as provided by the Federal Rules of Civil Procedure.

         In consideration of and as an inducement for Plaintiff to enter into an Assumption Agreement with Defendant SASS CORP, Defendant Omar Wazwaz personally guaranteed, on April 14, 2014 (“Individual Guaranty”), all of the debts of the previous dealer under the original Motor Fuel Agreement dated October 26, 2011. Additionally, Defendant Omar Wazwaz agreed to pay reasonable attorney's fees and all costs and other expenses incurred by Plaintiff as a result of any such default or in enforcing the Individual Guaranty. Thereafter, Plaintiff and Defendants SASS CORP and Omar Wazwaz entered into the Assumption Agreement on June 11, 2014 whereby Defendants SASS CORP and Omar Wazwaz assumed all rights and obligations under the Motor Fuel Agreement's Supply Agreement.

         On or about March 6, 2015 Defendants SASS CORP and Omar Wazwaz breached the Supply Agreement and Assumption Agreement by failing to purchase motor fuel from Plaintiff, failing to pay Plaintiff for motor fuel already received, and ceasing operations at the retail gasoline station located at 3803 Stinson Boulevard in St. Anthony, Minnesota. In addition, Defendant Omar Wazwaz breached the Individual Guaranty by failing to pay Plaintiff the debt owed by Defendant SASS CORP. Plaintiff suffered damages in this matter due to Defendants' actions and inactions for a total amount of $298, 526.55.

         DISCUSSION

         Under Minnesota law, a breach of contract claim contains the following elements: “(1) formation of a contract; (2) performance by plaintiff of any conditions precedent; (3) a material breach of the contract by defendant; and (4) damages.” Parkhill v. Minn. Mut. Life Ins. Co., 174 F.Supp.2d 951, 961 (D. Minn. 2000) (citing Briggs Trans. Co. v. Ranzenberger, 217 N.W.2d 198, 200 (Minn. 1970)). The formation of a contract requires an offer, acceptance, and consideration. See Taxi Connection v. Dakota, Minnesota & Eastern R.R. Corp., 513 F.3d 823, 826 (8th Cir. 2008) (citing Commercial Assocs., Inc. v. Work Connection, Inc., 712 N.W.2d 772, 782 (Minn.Ct.App. 2006)); see also Cederstrand v. Lutheran Bhd., 263 Minn. 520, 529-32, 117 N.W.2d 213, 219- 21 (1962). “Consideration is something of value exchanged for a performance or promise of performance.” In re MJK Clearing, Inc., 408 F.3d 512, 515 (8th Cir. 2005) (citing E.J. Baehr v. Penn-O-Tex Oil Corp., 258 Minn. 533, 104 N.W.2d 661, 665 (1960)).

         Having reviewed Plaintiff's Complaint, Motion for Default Judgment, and Affidavit in Support of Default Judgment, this Court finds that Defendants SASS CORP and Omar Wazwaz breached its contracts with Plaintiff.

         A court may enter a default judgment against a party who “fails to appropriately respond in a timely manner.” See Marshall v. Baggett, 616 F.3d 849, 852 (8th Cir. 2010); see also Fed. R. Civ. Proc. 55(b)(2). However, default judgments are generally not favored by the courts. Rogovsky Enter. v. Masterbrand Cabinets, Inc., 88 F.Supp.3d 1034, 1039 (D. Minn. 2015); Berthelsen v. Kane, 907 F.2d 617, 620 (6th Cir. 1990). The court has the discretion to enter a default judgment. Belcourt Pub. Sch. Dist. v. Herman, 786 F.3d 653, 661 (8th Cir. 2015). The court may consider a several factors when entering default judgment such as: whether the defaulting party's actions were inadvertent or de minimis; whether the default resulted from bad faith; the possibility of prejudice to the plaintiff; the merits of the plaintiff's substantive claim; the sufficiency of the complaint; the amount of the claim; and whether the default was due to excusable neglect. Forsythe v. Hales, 255 F.3d 487, 490 (8th Cir. 2001); Bambu Sales v. Ozak Trading, 58 F.3d 849, 852-854 (2d Cir. 1995); Grandbouche v. Clancy, ...


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