Lyons & Clark, Inc. v. Alfano

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF OKLAHOMA

LYONS & CLARK, INC.,

Plaintiff,

v. CIVIL NO. 17-626 (JDR)

MARK ALFANO, EXECUTOR OF THE

ESTATE OF MICHAEL ARMAND

HAMMER, DECEASED,

Defendant.

OPINION AND ORDER

RAÚL M. ARIAS-MARXUACH, United States District Judge1

Pending before the Court is Defendant Mark Alfano’s

(“Defendant” or “Mr. Alfano”) Motion for Summary Judgment. (Docket

No. 69). For the reasons outlined below, the Court hereby GRANTS

Mr. Alfano’s Motion for Summary Judgment. Judgment dismissing this

action with prejudice shall be entered accordingly.

I. FACTUAL BACKGROUND

These proceedings stem from a protracted and complex

ownership dispute over a vintage 1927 Bentley Motors automobile

(the “Bentley”).2 (Docket No. 69 at 1). The Bentley was originally

1 United States District Judge for the District of Puerto Rico, sitting by

designation.

2 For non-gearheads, Bentley Motors is a luxury automobile company founded by

brothers Walter Owen and Horace M. Bentley in the United Kingdom in 1919. The

1920s were a golden era in motor racing for Bentleys. See Bentley Through the

Ages, Motor Sport Magazine, https://www.motorsportmagazine.com/special-

article/bentley-from-race-to-road/152/bentley-through-the-ages/ (last visited

March 31, 2025).

in the possession of Michael Armand Hammer (“Mr. Hammer”), the

original and now-deceased defendant whose estate is represented by

Mr. Alfano. (Docket Nos. 2; 59; 62 and 69 at 1). There are five

key parties: Mr. Hammer; Speedsportz, LLC (“Speedsportz”); John

Reaves (“Mr. Reaves”), the owner of Speedsportz; Plaintiff Lyons

& Clark, Inc. (“Plaintiff” or “Lyons & Clark”); and Mark Lyons

(“Mr. Lyons”), an attorney and president of Lyons & Clark. (Docket

Nos. 69 at 2 and 74 at 1).

The following factual and procedural summaries are informed

by the underlying state court proceedings. (Docket Nos. 69-1; 69-

2; 69-3 and 69-4). Mr. Hammer first approached Speedsportz in or

before 2010 to perform restoration work on various vintage cars,

including the Bentley. (Docket No. 69-2 ¶¶ 2-3). When Mr. Hammer

needed legal assistance with a car issue, Mr. Reaves connected Mr.

Hammer with his longtime friend, Mr. Lyons. See id. ¶¶ 3-4. Mr.

Reaves and Speedsportz acted as go-betweens for Mr. Hammer and Mr.

Lyons. See id. ¶ 4.

In 2010, Mr. Hammer decided to sell the Bentley, but the car

was damaged by a third party before the sale could occur. See id.

¶ 5. In 2011, Speedsportz gained possession of the Bentley and its

title. (Docket Nos. 69-2 ¶ 5 and 74 at 2). Meanwhile, Mr. Lyons

filed two unsuccessful lawsuits over damage to the Bentley, which

alleged Speedsportz was the sole owner of the car despite Mr.

Hammer paying the legal fees for these suits. (Docket No. 69-2 ¶

6). A third unsuccessful suit was filed in 2012, also paid for by

Mr. Hammer and naming both Mr. Hammer and Speedsportz as

plaintiffs. See id. The pleadings of the third suit alleged that

Mr. Hammer had relinquished “all rights and interests” in the

Bentley, something later contested by Mr. Hammer. Id. Mr. Hammer

asked Mr. Reaves to return the Bentley and its title in 2014; Mr.

Reaves refused, although the parties contested details surrounding

the refusal. See id. ¶ 7. Mr. Lyons then told Mr. Hammer he had

told Mr. Reaves not to return the car.3 See id.

II. PROCEDURAL BACKGROUND

A. Oklahoma State Court Proceedings

Mr. Hammer filed suit against Speedsportz and Mr. Reaves in

the Tulsa County District Court on November 20, 2015 to assert his

rights in the Bentley and two other cars. (Docket Nos. 8 at 6; 69-

1 and 69-2 at 2, 6). See also Michael Armand Hammer v. Speedsportz,

LLC et al., No. CV-2015-1308 (Tulsa County Dist. Ct. 2015). The

trial court granted summary judgment to Mr. Hammer regarding his

ownership of the Bentley, which was reversed by Division I of the

Oklahoma Court of Civil Appeals on May 23, 2019. (Docket Nos. 8 at

7 and 69-2 ¶ 2). On remand, a jury trial was held to determine the

status of the Bentley; the jury returned a verdict for Mr. Hammer

3 This information comes from the state appellate court opinion. (Docket No.

69-2 ¶ 7). Plaintiff “absolutely denies” this but does not provide (and the

Court cannot find) any binding legal authority preventing a federal district

court from considering a state court opinion that is part of the record in a

federal case. (Docket No. 74 at 4).

on September 24, 2021. Id. at 1-2. The Tulsa County District Court

entered judgment for Mr. Hammer on October 4, 2021. (Docket No.

69-1). On May 26, 2022, the court awarded Mr. Hammer attorney’s

fees. (Docket No. 69-2 ¶¶ 1, 28). Mr. Hammer passed away on

November 20, 2022. (Docket No. 59-1 at 1).

Speedsportz appealed to Division I of the Oklahoma Court of

Civil Appeals, substituting Mr. Alfano, the executor of Mr.

Hammer’s estate, as plaintiff. Id. ¶ 1. See also Mark Alfano,

Executor of the Estate of Michael A. Hammer v. Speedsportz LLC et.

al., No. 119,967 (Okla. Civ. App. 2023). The appellate court

affirmed the jury verdict and lower court decisions on October 17,

2023. Id. (Docket No. 69-2 at 1, 19). The Oklahoma Supreme Court

issued a mandate for the appellate court’s decision on December

20, 2023. (Docket No. 69-4).

B. Federal District Court Proceedings

While the state court proceedings were ongoing, Lyons & Clark

filed the instant case against Mr. Hammer in the United States

District Court for the Northern District of Oklahoma on November

16, 2017. (Docket No. 2). Lyons & Clark claimed that in 2014,

Speedsportz gave it two promissory notes and a security agreement

that pledged the Bentley as collateral for the notes. See id. ¶¶

8-9. Lyons & Clark claims it then filed a lien on the Bentley to

the Oklahoma Certificate of Title to perfect its security interest.

See id. ¶ 10. Lyons & Clark also claimed that Speedsportz owes it

over $108,000.00, which could be recovered by taking possession of

the Bentley and selling it. See id. ¶¶ 11-12. Lyons & Clark asserts

that it had tried to intervene multiple times in the state court

lawsuit but was denied by both the Oklahoma Supreme Court and the

Tulsa County District Court. (Docket Nos. 2 ¶ 14 and 8 at 8-11).

On December 7, 2017, Defendant requested the Court dismiss

the instant case or stay it while the state court litigation was

pending. (Docket No. 11). The Court granted the stay on March 16,

2020. (Docket No. 30). After Mr. Hammer’s death in 2022, Mr. Alfano

was substituted in as Defendant. (Docket Nos. 52; 59 and 62). The

stay was lifted on January 19, 2024. (Docket No. 67). Defendant

filed the Motion for Summary Judgment on February 1, 2024. (Docket

No. 69). Lyons & Clark filed its Response and accompanying exhibits

on March 3, 2024. (Docket Nos. 74 and 75). Defendant filed a Reply

on March 15, 2024. (Docket No. 76).

III. LEGAL STANDARD

A. Summary Judgment Under Fed. R. Civ. P. 56

Summary judgment is proper if there is no genuine dispute as

to any material fact and the movant is entitled to judgment as a

matter of law. Fed. R. Civ. P. 56(a). A dispute over a material

fact is “genuine” “if the evidence is such that a reasonable jury

could return a verdict for the nonmoving party.” Anderson v.

Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is “material”

if “under the substantive law it is essential to the proper

disposition of the claim.” Adler v. Wal-Mart Stores, Inc., 144

F.3d 664, 670 (10th Cir. 1998) (citing Anderson, 477 U.S. at 242).

The movant “bears the initial burden of making a prima facie

demonstration of the absence of a genuine issue of material fact

and entitlement to judgment as a matter of law.” Id. at 670-71

(citing Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986)).

Next, the burden shifts to the non-movant “to go beyond the

pleadings” and provide “specific facts that would be admissible in

evidence in the event of trial from which a rational trier of fact

could find for the nonmovant.” Id. at 671 (citations and internal

quotation marks omitted). Specific facts can be shown “by reference

to affidavits, deposition transcripts, or specific exhibits

incorporated therein.” Id. (citing Thomas v. Wichita Coca-Cola

Bottling Co., 968 F.2d 1022, 1024 (10th Cir. 1992)).

A court must “view the evidence and draw any inferences in a

light most favorable to the party opposing summary judgment.”

Thomas, 986 F.2d at 1024 (citations omitted). A court should review

the record in its entirety and refrain from making credibility

determinations or weighing the evidence. See Reeves v. Sanderson

Plumbing Prods., Inc., 530 U.S. 133, 150-51 (2000); Fed. R. Civ.

P. 56(c)(3) (a court “need only consider cited materials” but can

“consider other materials in the record.”). A court should “give

credence to the evidence favoring the nonmovant” as well as

“uncontradicted and unimpeached” evidence supporting the moving

party, “at least to the extent that that evidence comes from

disinterested witnesses.” Id. at 151 (citation omitted). Summary

judgment may be proper if the nonmovant’s case solely relies on

evidence that is “merely colorable” or “not significantly

probative.” Whatley v. City of Bartlesville, Okla., 932 F.Supp.

1300, 1302 (N.D. Okla. 1996) (citation omitted). The existence of

“some alleged factual dispute between the parties will not affect

an otherwise properly supported motion for summary judgment.”

Scott v. Harris, 550 U.S. 372, 379 (2007) (quotation omitted).

Summary judgment motions filed in the Northern District of

Oklahoma are also subject to the Local Civil Rules. Local Civil

Rule 56.1 requires that parties include a section in their filings

stating their proposed material facts in “concise, numbered

paragraphs” with accompanying citations. L. CV. R. 56.1(c), (e).

A party’s response brief to a motion for summary judgment must

include a section responding “to the facts that the movant contends

are not in dispute and shall state any fact that is disputed.” L.

CV. R. 56.1(c). “All material facts” in the movant’s statement of

material facts will be admitted for summary judgment purposes

“unless specifically controverted by the statement of material

facts of the opposing party, using the procedures set forth in

this rule.” Id. See Fed. R. Civ. P. 56(e)(2); Bell v. BOKF, NA,

No. 12-CV-28, 2013 WL 1309411, at *2 (N.D. Okla. Mar. 26, 2013)

(admitting the movant’s statement of undisputed material facts

when the non-movant did not comply with Local Civil Rule 56.1).

IV. FINDINGS OF FACT

To make its findings of fact, the Court reviewed Defendant’s

Motion for Summary Judgment, Lyons & Clark’s Response, Defendant’s

Reply, the exhibits accompanying these documents, and the parties’

other filings in the instant case. (Docket Nos. 2; 6-6; 8; 8-16;

8-17; 8-21; 8-22; 8-23; 8-24; 8-27; 8-28; 8-30 69; 69-1; 69-2; 69-

3; 69-4; 74; 75; 75-1; 75-2; 75-3; 75-4; 75-5; 75-6; 75-7; 75-8;

75-9; 75-10; 75-11; 75-12; 75-13; 75-14; 75-15; 76; 76-1; 76-2 and

76-3). The Court makes the following findings of fact after

crediting only material facts that are properly supported by a

record citation and uncontroverted.4

A. Underlying Circumstances

1. The Bentley is a 1927 automobile with the VIN 722404278007A

that was owned by Mr. Hammer prior to the ownership dispute

with Speedsportz and Mr. Reaves. (Docket Nos. 2 and 6-6).

2. Speedsportz is owned by Mr. Reaves. (Docket No. 2 at 2-3).

3. In or before 2010, Mr. Hammer approached Speedsportz to

perform restoration work on his cars. This included the

Bentley. (Docket Nos. 2 and 69-2 ¶¶ 2-3).

4 References to a specific Finding of Fact shall be cited in the following

manner: (Fact ¶ _).

4. Mr. Hammer would occasionally transfer title to his

vehicles to Speedsportz during the car restoration process,

ostensibly for “particular purposes such as insurance

coverage, customs processing, or ease of litigation.”

(Docket Nos. 74 at 6 and 75-10 ¶ 2).

5. Mr. Lyons is an attorney, president of Lyons & Clark, and

friend of Mr. Reaves. (Docket Nos. 69 at 2 and 69-2 ¶ 4).

6. When Mr. Hammer needed legal assistance, Mr. Reaves

connected Mr. Hammer with Mr. Lyons. (Docket No. 69-2 ¶¶

3-4).

7. Mr. Reaves and Speedsportz served as intermediaries in the

attorney-client relationship for Mr. Hammer and Mr. Lyons.

Id. ¶ 4.

8. The Bentley was damaged by a third party in 2010, and

because insurance did not cover the damage, Mr. Hammer

sought help from Mr. Lyons. Id. ¶ 5.

9. Between 2011 and 2012, Mr. Lyons filed three unsuccessful

lawsuits against the third party over damage to the

Bentley, paid for by Mr. Hammer. Two of the lawsuits

alleged Speedsportz was the sole owner of the Bentley,

although the third lawsuit named both Mr. Hammer and

Speedsportz as plaintiffs. (Docket Nos. 69-2 ¶ 6 and 75-

2).

10. The third lawsuit alleged Mr. Hammer had relinquished “all

rights and interests” in the Bentley, something later

contested by Mr. Hammer. (Docket No. 69-2 ¶ 6).

11. On or about February 7, 2011, Speedsportz obtained

possession of the Bentley and its California title after

Mr. Hammer’s employee mailed the document to Speedsportz.

(Docket Nos. 69-2 ¶ 5; 74 at 2; 75-1 and 75-10 ¶ 2).

12. In 2014, after the lawsuits against the third party

concluded, Mr. Hammer asked Mr. Reaves to return the

Bentley and its title. Mr. Reaves did not return the car

or the title. (Docket Nos. 69-2 ¶ 7 and 75-10 ¶ 2).

13. There is a security agreement (the “Security Agreement”)

dated August 14, 2014 that pledges the Bentley as security

to Lyons & Clark in exchange for two promissory notes

executed by Speedsportz. (Docket Nos. 69 at 2; 75-4; 75-13

and 75-14).

14. The promissory notes and Security Agreement were executed

on behalf of Speedsportz by Mr. Reaves. (Docket Nos. 6-4;

6-5; 6-6; 75-13 and 75-14).

15. Lyons & Clark filed a lien on the Bentley to the Oklahoma

Certificate of Title on August 18, 2014. (Docket No. 75-

3).

16. Speedsportz owes Lyons & Clark over $108,000.00. (Docket

No. 2 ¶¶ 11-12).

B. State Court Litigation5

17. The ownership of the Bentley was the subject of an Oklahoma

state court lawsuit (Michael Armand Hammer v. Speedsportz,

LLC et al., No. CV-2015-1308 (Tulsa County Dist. Ct. 2015)

(the “Tulsa County case”)) filed by Mr. Hammer against

Speedsportz and Mr. Reaves on November 20, 2015. (Docket

Nos. 69 at 1 and 75-5).

18. In the Tulsa County case, Mr. Hammmer sought a declaratory

judgment requesting, inter alia, a determination that he

was the owner of the Bentley and replevin of the car.

(Docket No. 75-10 ¶ 3).

19. On September 11, 2017, Lyons & Clark filed a motion to

intervene in the Tulsa County case to assert a lien on the

Bentley via the Security Agreement. (Docket Nos. 8-16; 8-

17 and 75-8).

20. After granting a hearing for Lyons & Clark, the Tulsa

County District Court denied its request to intervene on

September 18, 2017. (Docket Nos. 8-21 and 8-27 at 8).

21. On September 18, 2017, Lyons & Clark petitioned the

Oklahoma Supreme Court for a writ of mandamus or

prohibition to compel the judge in the Tulsa County case

to grant Lyons & Clark’s unsuccessful motion to intervene

5 The Court focuses only on the proceedings that are material to the instant

motion.

and prevent Mr. Hammer from taking possession or ownership

of the Bentley in the meantime. This petition was centered

around Lyons & Clark’s alleged security interest in the

Bentley stemming from the Security Agreement. (Docket Nos.

2 ¶ 14; 8-22 at 4 and 8-23).

22. On September 19, 2017, the Oklahoma Supreme Court denied

Lyons & Clark’s petition. (Docket No. 8-24).

23. On October 13, 2017, Lyons & Clark filed a motion with the

Oklahoma Supreme Court seeking an emergency order staying

the Tulsa County District Court’s partial summary judgment6

order that granted Mr. Hammer ownership to the Bentley.

The grounds for this motion also stemmed from Lyons &

Clark’s alleged rights under the Security Agreement.

(Docket No. 8-28 at 2).

24. On November 13, 2017, the Oklahoma Supreme Court denied

Lyons & Clark’s motion for emergency relief. (Docket No.

8-30).

25. On September 24, 2021, a jury in the Tulsa County case

returned a verdict finding that Mr. Hammer was the sole

owner of the Bentley and entitled to possession, and that

Speedsportz and Mr. Hammer did not have a joint venture on

6 As noted in the Procedural Background, this summary judgment order was later

reversed and remanded in 2019, with a subsequent jury trial again validating

Mr. Hammer’s ownership interest. (Docket Nos. 8 at 7; 69 at 1 and 69-2 ¶ 2).

the Bentley. Judgment was entered on October 4, 2021.

(Docket Nos. 69 at 1 and 69-1).

26. Speedsportz appealed to Division I of the Oklahoma Court

of Civil Appeals. As Mr. Hammer had passed away, Mr.

Alfano, the executor of Mr. Hammer’s estate, appeared in

his stead. (Docket No. 69-2 at 2). See also Mark Alfano,

Executor of the Estate of Michael A. Hammer v. Speedsportz

LLC et. al., No. 119,967 (Okla. Civ. App. 2023).

27. The Oklahoma Court of Civil Appeals affirmed the Tulsa

County District Court’s jury verdict and judgment on

October 17, 2023. (Docket No. 69-2 at 1, 19).

28. The Oklahoma Supreme Court issued a mandate for the

appellate court’s decision on December 20, 2023. (Docket

No. 69-4).

V. APPLICABLE LAW

A. Preclusion

Federal courts grant preclusive effect to issues decided by

state courts. See Allen v. McCurry, 449 U.S. 90, 95-96 (1980)

(“Congress has specifically required all federal courts to give

preclusive effect to state–court judgments whenever the courts of

the State from which the judgments emerged would do so.”). In

diversity actions, federal courts applying state substantive law

also apply that state’s preclusion law. See Semtek Int’l Inc. v.

Lockheed Martin Corp., 531 U.S. 497, 508 (2001). One prominent

preclusion doctrine is collateral estoppel, which “reduce[s]

unnecessary litigation and foster[s] reliance on adjudication” as

well as “promote[s] the comity between state and federal courts

that has been recognized as a bulwark of the federal system.”

Allen, 449 U.S. at 95-96 (citing Younger v. Harris, 401 U.S. 37,

43-45 (1971)).

Collateral estoppel, or issue preclusion, “prevents a party

that has lost the battle over an issue in one lawsuit from

relitigating the same issue in another lawsuit.” In re Corey, 583

F.3d 1249, 1251 (10th Cir. 2009). To establish collateral estoppel

under Oklahoma law, a party must show:

1) that the party against whom it is being

asserted was either a party to or a privy of

a party to the prior action; 2) that the issue

subject to preclusion has actually been

adjudicated in the prior case; 3) that the

adjudicated issue was necessary and essential

to the outcome of that prior case; and 4) the

party against whom it is interposed had a full

and fair opportunity to litigate the claim or

critical issue.

Knight v. Mooring Cap. Fund, LLC, 749 F.3d 1180, 1186 (10th Cir.

2014) (citing Durham v. McDonald’s Rests. of Okla., Inc., 256 P.3d

64, 66-67 (Okla. 2011)). Issues are only precluded if they were

“actually adjudicated and necessary or essential to the prior

judgment.” Carris v. John R. Thomas and Assocs., P.C., 896 P.2d

522, 528 (Okla. 1995). This means that an issue must be “properly

raised in the pleadings or otherwise, submitted for determination,

and in fact determined.” Nealis v. Baird, 996 P.2d 438, 458 (Okla.

1999) (citation omitted). An issue is necessary “if the judgment

would not have been rendered but for the determination of that

issue.” Id. (citation omitted). The party who is being precluded

“must have had a ‘full and fair opportunity’ to litigate the

critical issue” in the underlying case. Id. (quoting Underside v.

Lathrop, 645 P.2d 514, 516 (Okla. 1982)).

To be precluded as a privy of a party to a prior action, the

new party “must actually have the same interest, character, or

capacity as the party against whom the prior judgment was

rendered.” Hildebrand v. Gray, 866 P.2d 447, 450-51 (Okla. Civ.

App. 1993). “[T]he scope of who qualify as ‘privies’ varies

according to the circumstances of the particular case.” Id. at

451. However, privity generally “involves a person so identified

in interest with another that he represents the same legal right.”

Id. (internal quotation marks and citation omitted); see also

Kinslow v. Ratzlaff, 158 F.3d 1004, 1106 n.2 (10th Cir. 1998)

(collecting cases for the proposition that parties in privity must

have a unity of interest with each other in relation to the legal

rights at issue).

B. Security Interests

A security interest in property cannot be enforced unless it

has attached to the relevant collateral. See In re Rudick, 639

B.R. 249, 252 (Bankr. N.D. Okla. 2022). In Oklahoma, attachment

“is governed by § 1–9–203 [“Article 9”] of Oklahoma's Commercial

Code, which adopts § 9–203 of the Uniform Commercial Code.” Id.

Under Article 9, security interest becomes attached and thus

enforceable against the debtor and third parties if: (i) “value

has been given”; (ii) “the debtor has rights in the collateral or

the power to transfer rights in the collateral to a secured party”;

and (iii) the debtor “has signed a security agreement describing

the collateral” or other enumerated formalities regarding the

security agreement are met. Id. (emphasis added); see also Bank of

Beaver City v. Barretts’ Livestock, Inc., 295 P.3d 1088, 1090

(Okla. 2012); Fairview State Bank v. Edwards, 739 P.2d 994, 998

(Okla. 1987) (describing the requirements for attachment); In re

R.W. Sw., Inc., 23 B.R. 252, 257 (Bankr. W.D. Okla. 1982).

Notably, the UCC places “little relative consequence” on

title to goods, and “mere possession” of goods is not sufficient

to create a security interest in the goods. In re Rudick, 639 B.R.

at 252 (emphasis added); Pontchartrain State Bank v. Poulson, 684

F.2d 704, 707 (10th Cir. 1982). Both the Oklahoma Supreme Court

and the Tenth Circuit have upheld the “proposition that ‘[m]otor

vehicle certificates of title in Oklahoma are documents of

convenience and are not necessarily controlling of ownership of an

automobile,’” albeit in cases outside the security interest

context. Universal Underwriters Ins. Co. v. Winton, 818 F.3d 1103,

1110 (10th Cir. 2016) (quoting Green v. Harris, 70 P.3d 866, 871

(Okla. 2003)).

C. Declaratory Judgment

The Declaratory Judgment Act provides that:

In a case of actual controversy within its

jurisdiction...any court of the United States,

upon the filing of an appropriate pleading,

may declare the rights and other legal

relations of any interested party seeking such

declaration, whether or not further relief is

or could be sought. Any such declaration shall

have the force and effect of a final judgment

or decree and shall be reviewable as such.

28 U.S.C. § 2201. A party seeking declaratory judgment faces two

obstacles. First, the party must show that their suit is based on

an “actual controversy,” essentially equivalent to “the

Constitution’s case-or-controversy requirement.” Surefoot LC v.

Sure Foot Corp., 531 F.3d 1236, 1240 (10th Cir. 2008). This means

that “a party seeking relief must have an actual injury that is

likely to be redressed by a favorable judicial decision.” United

States v. Salazar, 987 F.3d 1248, 1251 (10th Cir. 2021) (citation

omitted).

Second, the court can use its discretion to decide whether to

issue a declaratory judgment; a party is not automatically entitled

to the judgment. See Kunkel v. Cont’l Cas. Co., 866 F.2d 1269,

1273 (10th Cir. 1989). The Tenth Circuit provides five factors for

courts to consider when weighing the need for a declaratory

judgment:

[1] whether a declaratory action would settle

the controversy; [2] whether it would serve a

useful purpose in clarifying the legal

relations at issue; [3] whether the

declaratory remedy is being used merely for

the purpose of procedural fencing or to

provide an arena for a race to res judicata;

[4] whether use of a declaratory action would

increase friction between our federal and

state courts and improperly encroach upon

state jurisdiction; and [5] whether there is

an alternative remedy which is better or more

effective.

Predator Int’l, Inc. v. Gamo Outdoor USA, Inc., 793 F.3d 1177,

1190 (10th Cir. 2015) (citing Mid-Continent Cas. Co. v. Vill. at

Deer Creek Homeowners Ass’n, 685 F.3d 977, 980-81 (10th Cir. 2012)

(internal quotation marks omitted)). Generally, a federal court

should not hear a declaratory judgment action “over which it has

jurisdiction if the same fact-dependent issues are likely to be

decided in another pending proceeding.” ARW Exploration Corp. v.

Aguirre, 947 F.2d 450, 454 (10th Cir. 1991) (citation omitted).

The existence of a parallel proceeding does not automatically bar

the court from hearing the action. See id. Instead, “the court

must decide whether the controversy can better be settled” in the

pending action, “i.e., ‘whether there is such a plain, adequate

and speedy remedy afforded in the pending state court action, that

a declaratory judgment action will serve no useful purpose.’” Id.

(quoting Franklin Life Ins. Co. v. Johnson, 157 F.2d 653, 657 (10th

Cir. 1946)).

VI. DISCUSSION

Lyons & Clark opposes the Motion for Summary Judgment on

various grounds. It asserts that the Court has no reason to decline

jurisdiction and refuse to issue a declaratory judgment. (Docket

No. 74 at 21-22). Lyons & Clark argues that the state court

proceedings should not be given preclusive effect. See id. at 13.

Lyons & Clark also claims that because Speedsportz possessed the

Bentley and had title to the car when the Security Agreement was

signed, Speedsportz established ownership of the Bentley. See id.

at 9. Consequently, says Lyons & Clark, the Security Agreement is

valid under Oklahoma law and Lyons & Clark holds a valid and

enforceable security interest in the Bentley. See id. Lyons & Clark

raises due process arguments, argues that Mr. Hammer gave

Speedsports actual or apparent ownership of the Bentley that Lyons

& Clark relied upon when entering into the Security agreement, and

claims judicial estoppel prevents Defendant from making arguments

in the instant case that are inconsistent with previous statements

in the state court cases. See id. at 12, 15, 18. The Court considers

these arguments as it evaluates the Motion for Summary Judgment.

A. Plaintiff Lacks an Enforceable Security Interest in the

Bentley

Defendant’s Motion for Summary Judgment should be granted

because Speedsportz lacks an ownership interest in the Bentley and

thus could not give Lyons & Clark a security interest in the car.

(Docket No. 69). Lyons & Clark’s arguments to the contrary do not

create a genuine dispute of material fact to survive dismissal

under Rule 56. (Docket No. 74); see Fed. R. Civ. P. 56(a).

i. Lyons & Clark is bound by the Oklahoma state court

decisions

Lyons & Clark erroneously avers it should not be bound by any

of the Oklahoma state court proceedings through collateral

estoppel. (Docket No. 74 at 12). But there is no genuine dispute

that Lyons & Clark was in privity with Speedsportz in the Tulsa

County case and collateral estoppel bars Plaintiff from

challenging issues decided in that case. Fed. R. Civ. P. 56(a);

(Docket No. 74). Thus, this Court must give preclusive effect to

the issues decided by the Oklahoma state courts. See Allen, 449

U.S. at 95-96.

In the Tulsa County case, both Speedsportz and Lyons & Clark

had a mutual interest in asserting Speedsportz’s ownership rights

in the Bentley. (Fact ¶¶ 17, 18, 25). Speedsportz’s interest is

self-evident: the entity would own a valuable vintage automobile

if the Oklahoma courts validated its alleged claim over the

Bentley. Lyons & Clark’s interest is equally obvious: if

Speedsportz had a valid interest in the Bentley, the Security

Agreement is valid and Plaintiff can use the agreement to gain

possession of the car and, if it chooses, sell it to recover the

monies owed by Speedsportz. (Facts ¶¶ 17, 18). As Speedsportz and

Lyons & Clark sought the same outcome in the Oklahoma court

proceedings (to validate Speedsportz’s rights to the Bentley),

Lyons & Clark is indisputably a party in privity with Speedsportz

for preclusion purposes. See Hildebrand v. Gray, 866 P.2d at 450-

51 (stating that a party in privity “must actually have the same

interest, character, or capacity as the party against whom the

prior judgment was rendered.”). Although Lyons & Clark attempts to

distinguish itself and the issues in this case by arguing that

Speedsportz may have had possession of the Bentley at the time the

Security Agreement was signed, this is ultimately immaterial

given: (i) the jury verdict in the Tulsa County case did not

acknowledge any interest held by Speedsportz in the Bentley, and

(ii) as discussed below, Oklahoma statutes and caselaw do not

support Lyons & Clark’s assertions. (Docket No. 74); (Fact ¶ 25).

Ultimately, Lyons & Clark cannot avoid collateral estoppel on

the issue of Speedsportz’s interest (or lack thereof) in the

Bentley. (Docket No. 74 at 13-14). First, as discussed above, Lyons

& Clark is in privity with Speedportz, which was a party in the

underlying action. See Knight, 749 F.3d at 1186. Second, the record

is plain that the jury in the Tulsa County Case found that Mr.

Hammer and Speedsportz did not have a joint venture in the Bentley

and Mr. Hammer was the sole owner and only party entitled to

possession of the Bentley. See id.; (Fact ¶ 25). This issue was

affirmed on appeal by the Oklahoma appellate court. (Facts ¶¶ 26-

28). Third, this issue was necessary and essential to the outcome

of the Tulsa County case because the question of the Bentley’s

ownership was the main issue at hand. See Knight, 749 F.3d at 1186;

(Fact ¶ 25). There would be no case without this ownership dispute.

Fourth, through its privy Speedsportz, Lyons & Clark had the “full

and fair” opportunity to litigate the ownership issue. See Knight,

749 F.3d at 1186; (Facts ¶¶ 19-24). As the requirements for

collateral estoppel are satisfied, Lyons & Clack is subject to

collateral estoppel on the issue of Speedsportz’s ownership of the

Bentley and cannot contest it. See Knight, 749 F.3d at 1186.

The Court briefly addresses Lyons & Clark’s due process

argument. Lyons & Clark avers that its due process rights are

violated if it is bound by judgments in the Tulsa County case and

subsequent appeals because it was not a party to these cases.

(Docket No. 74 at 12). However, because Lyons & Clark is in privity

with Speedsportz, its due process rights are not violated by being

subject to collateral estoppel and it is unable to dispute

Speedsportz’s lack of interest in the Bentley. (Fact ¶ 25).

Furthermore, Lyons & Clark cites to State Mut. Life Ins. Co. of

Am. v. Hampton, 696 P.2d 1027 (Okla. 1985) to argue that due

process requires a party not be bound by a judgment in which it

did not participate at trial. (Docket No. 74 at 12). However, this

case is inapposite because it does not involve an instance of a

person being in privity with a party. Instead, it involved a wife

who was acquitted of murdering her husband and argued the acquittal

of criminal charges allowed her to recover her husband’s life

insurance proceeds under the state’s slayer statute. See State

Mut. Life Ins. Co. of Am., 696 P.2d at 1033. The husband’s children

and special administrator, who would receive the proceeds if the

wife was barred by the statute, were adverse to the wife’s

interests and thus not bound by the outcome of the criminal case.

See id. This contrasts with the instant case, where Lyons & Clark

and Speedsportz held the same interest in the Bentley.

ii. The Security Agreement does not give Lyons & Clark an

enforceable security interest in the Bentley

Lyons & Clark’s arguments must fail because Lyons & Clark

does not hold an enforceable perfected security interest in the

Bentley. (Docket No. 74 at 4). Speedsportz did not hold ownership

rights to the Bentley or the ability to transfer rights in the

collateral, which must be present for a security interest to be

valid under Oklahoma law. See In re Rudick, 639 B.R. at 252 (noting

that in Oklahoma, an enforceable security interest requires that

the debtor have “rights in the collateral or the power to transfer

rights in the collateral to a secured party.”); (Fact ¶ 25).

A party does not have an enforceable security interest in

collateral when the debtor— here, Speedsportz— never had rights in

the collateral. See Bank of Beaver City., 295 P.3d at 1090; see

also In re Rudick, 639 B.R. at 252 (noting that possessing the

title to goods carries little weight); Pontchartrain State Bank,

684 F.2d at 707 (“mere possession” does not create a security

interest in goods). The Oklahoma state courts have found on three

occasions that Mr. Hammer, not Speedsportz, held the only

cognizable ownership interest. (Facts ¶¶ 25, 27, 28). See Allen,

449 U.S. at 95-96. Lyons & Clark can only allege that Speedsportz

had possession and title to the Bentley at the time the Security

Agreement was signed, and in Oklahoma, this does not definitively

establish ownership such that Speedsportz would have rights in the

Bentley. (Facts ¶¶ 11-13); see Green, 70 P.3d at 871; In re Rudick,

639 B.R. at 252. Lyons & Clark’s arguments are further undercut by

the state court decisions finding Speedsportz had no joint venture

with Mr. Hammer relating to the Bentley nor a separate ownership

interest in the automobile. (Fact ¶ 25).

Lyons & Clark relies on out-of-date Oklahoma caselaw to

conclude that Speedsportz’s possession of the Bentley and its title

gave Speedsportz rights in collateral. (Docket No. 74 at 9-11).

For example, it cites to Mitchell Coach Mfg. Co. v. Stephens, 19

F.Supp. 2d 1227, 1233 (N.D. Okla. 1998), for the proposition that

holders of a vehicle title can prove ownership through the title.

Id. at 9. However, since 1998, both the Tenth Circuit and Supreme

Court of Oklahoma have held that possession of title does not

definitively determine issues of vehicle ownership. See Universal

Underwriters Ins. Co., 818 F.3d at 1110; Green, 70 P.3d at 871.

Indeed, the Universal Underwriters Ins. Co. court explicitly

criticized Mitchell Coach Mfg. Co. for “not accurately

predict[ing] what the Oklahoma courts would rule with regard to

the effect of a certificate of title on transfer of ownership” in

light of certain provisions of state law. 818 F.3d at 1110.

As held and affirmed by the Oklahoma courts, Mr. Hammer, and

by extension, his estate, are the only persons or entities with a

protected ownership interest in the Bentley; the courts

specifically disclaimed any joint venture between Mr. Hammer and

Speedsportz that would give Speedsportz an interest in the car.

See Allen, 449 U.S. at 95-96; (Facts ¶¶ 25, 27, 28). Without this

interest, the law is clear: Speedsportz could not give Lyons &

Clark a security interest in the Bentley, so the Security Agreement

is invalid. See Bank of Beaver City, 295 P.3d at 1090. As the

Security Agreement is invalid, Lyons & Clark’s lien cannot be

enforced against the Bentley. Lyons & Clark merely alleged that at

the time the Security Agreement was executed, Speedsportz had the

ability to transfer its interest in the Bentley. These bare

allegations are insufficient to create a trial-worthy genuine

issue of material fact. See Scott, 550 U.S. at 379 (the mere

existence of an “alleged factual dispute” will not bar an otherwise

appropriate motion for summary judgment). This is contradicted by

the Oklahoma courts’ findings, particularly Tulsa County case’s

jury verdict that “there was no joint venture between the parties”

and that only recognized Mr. Hammer’s interest in the Bentley.

(Docket No. 69-2 ¶ 1); (Fact ¶ 25).

In sum, there is no genuine dispute as to Lyons & Clark’s

lacking a security interest in the Bentley, even after looking at

the evidence in the light most favorable to Lyons & Clark. See

Fed. R. Civ. P. 56; Thomas, 986 F.2d at 1024. In the absence of a

genuine dispute of material fact, granting summary judgment for

Defendant is appropriate.

iii. Plaintiff’s Additional Arguments Run Out of Gas

Lyons & Clark raises various other arguments that are

irrelevant or inapplicable to its claims. First, Lyons & Clark

argues that Mr. Hammer cloaked Speedsportz with title and

possession to the Bentley, which gave Speedsportz actual or

apparent ownership to validate the Security Agreement and lien

held by Lyons & Clark. (Docket No. 74 at 14-18). However, as noted

by Defendant, the cases that Lyons & Clark cites in support of

this proposition generally involve “buyer in the ordinary course

of business” transactions, where a seller gives goods (i.e., an

automobile) to a dealer who sells them to a buyer in the ordinary

course of business. See id.; see, e.g., Sutton v. Snider, 33 P.3d

309, 311-12 (Okla. Civ. App. 2001). Although Lyons & Clark does

not provide a statutory basis for its claims, it alludes to

principles from § 2-403 of the Oklahoma Commercial Code (the

“Code”). Section 2-403(4) specifically notes that the rights of

lien creditors are governed by other provisions of the Code, such

as Article 9, which is discussed in greater detail above. See Okla.

Stat. Ann. tit. 12A, § 2-403(4).

As Lyons & Clark is seeking to protect its purported security

interest in the Bentley and assert the validity of its lien, it

cannot be said to be a purchaser as contemplated by Article 2 of

the Code. Lyons & Clark’s reliance on “buyer in the ordinary course

of business” cases like Sutton is unwise because the Code defines

a “buyer in the ordinary course of business” to exclude “a person

that acquires goods” “as security for...a money debt.” Okla. Stat.

Ann. tit. 12A, § 1-201(b)(9) (West 2024). Lyons & Clark claims it

obtained a security interest in the Bentley because Speedsportz

owed it a debt, clearly exempting it from the Code’s protections

for buyers in the ordinary course of business. (Fact ¶ 13).

Furthermore, Lyons & Clark did not actually purchase the car, so

its reliance on Article 2 of the Code is wholly misplaced. See

Okla. Stat. Ann. tit. 12A, § 2-403(4).

Second, Lyons & Clark claims that the doctrine of judicial

estoppel bars Defendant from claiming Mr. Hammer never gave the

Bentley’s title to Speedsportz. (Docket No. 74 at 18). Judicial

estoppel is a doctrine that “applies only to prevent a party from

advancing a position inconsistent with a court's determination of

a matter of fact made by the court on the basis of that party's

assertions.” Bank of Wichitas v. Ledford, 151 P.3d 103, 112 (Okla.

2006) (citation omitted). This doctrine does not apply because

Defendant does not present a position inconsistent with his

previous filings. Mr. Alfano does not contest that Mr. Hammer

transferred possession of the Bentley to Speedsportz, that the

title of the car was sent to Speedsportz, or that Mr. Hammer and

Speedsportz were listed as co-owner plaintiffs on one of the 2011-

2012 state court lawsuits. (Docket Nos. 69 and 76); (Fact ¶ 9).

Instead, Defendant has repeatedly asserted that Mr. Hammer is the

only party with a protected ownership interest in the Bentley and,

while Mr. Hammer did deliver the Bentley and mail the title to

Speedsportz, he did not intend to transfer Speedsportz ownership

rights in the Bentley. See id.; (Fact ¶ 11). There is no genuine

dispute as to whether Defendant’s filings advance multiple

inconsistent positions. Fed. R. Civ. P. 56(a).

Additionally, some of Defendant’s allegedly problematic

representations were made in his original petition in the Tulsa

County case, not his amended, superseding petition. (Docket Nos.

76 at 9 and 76-3 ¶ 81); see Burkhalter v. Patton, No. 14-CV-685,

2015 WL 4387974, at *1 (N.D. Okla. July 15, 2015) (mooting an

original petition that is replaced and superseded by an amended

petition). Mr. Hammer and Mr. Alfano have not made inconsistent

factual assertions that would constitute judicial estoppel, and

Lyons & Clark’s arguments to the contrary are so implausible that

they could not possibly constitute a genuine dispute of material

fact. Fed. R. Civ. P. 56(a); see Anderson, 477 U.S. at 248.

B. Declaratory Judgment Is Not Appropriate

Given that Lyons & Clark lacks a valid security interest in

the Bentley, the Court denies its request for a declaratory

judgment and shall not engage in further analysis on this topic.

(Facts ¶¶ 25, 27, 28). Granting a declaratory judgment after the

Oklahoma courts have spoken would serve no useful purpose,

incentivize forum-shopping, create friction between the federal

and state court systems, and “improperly encroach upon state

jurisdiction.” Predator Int’l, Inc., 793 F.3d at 1190; see Thomas,

986 F.2d at 1024; ARW Exploration Corp., 947 F.2d at 454.

Lyons & Clark argues that there is no “legal nor factual

basis” for the Court to decline jurisdiction of its declaratory

judgment claim. (Docket No. 74 at 21-22). This is incorrect. The

Declaratory Judgment Act states that courts “may” issue these types

of judgments, and the Court retains the ability to refuse to

exercise jurisdiction over Lyons & Clark’s claims. 28 U.S.C. §

2201. See Kunkel, 866 F.2d at 1273. It is appropriate to grant

Defendant’s Motion for Summary Judgment and refuse to exercise

jurisdiction over Plaintiff’s claims. See Kunkel, 866 F.2d at 1273.

VII. CONCLUSION

For the foregoing reasons, the Court GRANTS Defendant Mark

Alfano’s Motion for Summary Judgment at Docket No. 69. Judgment

DISMISSING this action WITH PREJUDICE shall be entered

accordingly.

IT IS SO ORDERED.

In San Juan, Puerto Rico, this 9th day of April 2025.

S/ RAÚL M. ARIAS-MARXUACH____

United States District Judge