United States District Court, C.D. California
Erin E. McCracken, DRINKER BIDDLE & REATH LLP, Los Angeles, California.
James M. Altieri (Admitted Pro Hac Vice), DRINKER BIDDLE & REATH LLP, New York, New York, Attorneys for Plaintiff NFC COLLECTIONS LLC.
FINDINGS OF FACT AND CONCLUSIONS OF LAW ON PLAINTIFF NFC COLLECTIONS LLC'S MOTION FOR PARTIAL SUMMARY JUDGMENT
MANUEL L. REAL, District Judge.
The Court, the Honorable Manuel L. Real presiding, having considered Plaintiff NFC Collections LLC's Notice of Motion for Partial Summary Judgment, Memorandum of Points and Authorities in support thereof, the concurrently filed Proposed Statement of Uncontroverted Facts and Conclusions of Law, the concurrently filed Declaration of Erin E. McCracken and exhibits thereto, Defendant Bank Leumi USA's ("Bank Leumi") opposition papers, and the relevant pleadings and papers on file with the Court, and having fully considered the law and the facts, hereby makes the following findings of fact and conclusions of law.
FINDINGS OF FACT
1. Newbridge Film Capital LLC ("Newbridge") is a specialty finance company engaged primarily in the business of providing loans to independent film producers.
2. Plaintiff NFC Collections LLC ("NFC") is the successor in interest to Newbridge with respect to the claims and interests alleged by NFC in this action.
3. Defendant Bank Leumi USA ("Bank Leumi") is an indirect subsidiary of Bank Leumi le-Israel B.M., an Israeli corporation.
4. In 2008, Bank Leumi and Newbridge each made secured loans to Helsing Releasing LLC ("Helsing Releasing") and Helsing Productions Inc. ("Helsing Productions" and, together with Helsing Releasing, "the Helsing Entities") to help finance an independent parody horror film entitled Stan Helsing ("Stan Helsing" or the "Film").
5. On or about September 30, 2008, Bank Leumi entered into a Loan and Security Agreement (the "Leumi Loan Agreement") with the Helsing Entities pursuant to which it agreed to lend up to Five Million Five Hundred and Five Thousand Dollars ($5, 505, 000) (broken into United States and Canadian dollars), to fund the production, completion and delivery of the Film (the "Leumi Loan").
6. Under the Leumi Loan Agreement, the Helsing Entities granted Bank Leumi a security interest (the "Leumi Security Interest") in and to, inter alia, the Film, all accounts and deposit accounts associated with the Film, all revenues, income, proceeds and profits derived from the production, release, sale, broadcast, transmission, reproduction or other exploitation of the Film, all cash, cash equivalents, notes or negotiable instruments evidencing a right to the payment of money, all rights to the Canadian Tax Credits and all proceeds of the foregoing (collectively, the "Collateral").
7. On or about September 30, 2008, Newbridge entered into a Loan and Security Agreement with the Helsing Entities (the "Newbridge Loan Agreement") pursuant to which it agreed to lend up to Three Million Four Hundred Thousand Dollars ($3, 400, 000) to fund the production, completion and delivery of the Film (the "Newbridge Loan"). The Leumi Loan Agreement was patterned after the Newbridge Loan Agreement, including, for example, similar conditions to the closing of the Loans, such as acceptable collateral, deposits from distributors, etc.
8. Under the Newbridge Loan Agreement, the Helsing Entities granted Newbridge a security interest (the "Newbridge Security Interest") in and to the Collateral.
9. In or about 2009, Kirk Shaw, a Canadian-based independent film producer, produced the Film through Insight Film Studios Ltd. ("Insight") and the Helsing Entities, all independent film production or post ...