Legal Document: CHARLIE ALLISON vs. SIERRA AUTO FINANCE, LLC., et al

On August 16, 2019 a Defs' Mot. for Partial Summary Judgment - Motion - Partial Summary Judgment was filed involving a dispute between Allison, Charlie, and Sierra Auto Finance Llc, Sierra Auto Finance, Llc., Sierra Auto Receivables Funding 2013-01 Llc, for OTHER (CIVIL) in the District Court of Dallas County.

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FILED
DALLAS COUNTY
10/7/2019 10:38AM
FELICIA PITRE
DISTRICT CLERK
Martin Reyes

CAUSE NO. DC-19-12079
CHARLIE R. ALLISON, § IN THE DISTRICT COURT OF
§
Plaintiff, §
§
VS. § DALLAS COUNTY, TEXAS
§
SIERRA AUTO FINANCE LLC and §
SIERRA AUTO RECEIVABLES §
FUNDING 2013-01 LLC, §
§
Defendants. § 95TH JUDICIAL DISTRICT

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S
TORTIOUS INTERFERENCE CLAIM AND REQUEST FOR ATTORNEY’S FEES
UNDER TEX. CIV. PRAC. & REM. CODE 8 38.001

Defendants Sierra Auto Finance LLC (“Sierra Finance”) and Sierra Auto Receivables

Funding 2013-01 LLC (“Sierra Receivables”) move for partial summary judgment to streamline

claims asserted by Plaintiff that failas a matter 0f law.

Despite well-established Texas law that a party cannot tortiously interfere With its parent

company’s contracts, Plaintiff brings a tortious interference claim against Sierra Receivables,

alleging that entity somehow interfered with contracts to Which itsparent company, Sierra

Finance, is a party.

Likewise, Plaintiff demands attorney’s fees pursuant t0 TEX. CIV. PRAC. & REM. CODE

§ 38.001 fails even though Defendants — limited liability companies— are not liable for attorneys’

fees under binding case law from the Fifth Court 0f Appeals.

Accordingly, summary judgment should enter as a matter of law in Defendants’ favor on

Plaintiff’ s tortious interference claim and demand for attorneys’ fees pursuant t0 TEX. CIV. PRAC.

& REM. CODE § 38.001, et seq.

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 1
I. SUMMARY JUDGMENT EVIDENCE

In addition t0 the pleadings 0n ﬁle in this case, Defendants rely on the following

summary judgment evidence included in its appendixl incorporated herein by reference:

Document Exhibit

Afﬁdavit in Support of Defendants’ Motion for Partial Summary Judgment on 1
Plaintiff s Tortious Interference Claim and Request for Attorney’s Fees under TeX.
CiV. Prac. & Rem. Code § 38.001, dated October 4, 2019 (attaching Exhibits A
through C) (“Schauer Aft”) [Apr. 1-3]

State of Delaware Limited Liability Company Certiﬁcate of Formation of Sierra A
Auto Finance LLC (“Sierra Finance Cert”) [Appx. 4-5]

Certiﬁcate of Formation of Limited Liability Company 0f Sierra Auto Receivables B
Funding 2013-01 LLC (“Sierra Receivables Cert”) [Apr. 6-8]

Share Certiﬁcate of Sierra Auto Receivables Funding 2013-01 LLC (“Share Cert”) C
[Appx. 9-12]

II. FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff” s lawsuit arises out 0f two contingent promissory notes Sierra Finance issued t0

two companies Plaintiff owns—United Funeral Director Beneﬁts Life Insurance Company and

United Funeral Life Insurance Company — in June 20 1 7. See generally Plaintiff s First Amended

Petition and Application for Temporary Injunction (ﬁled Aug. 29, 2019) (“Pet”).

Plaintiff claims that his companies assigned him rights t0 receive payment and that Sierra

Finance breached the two contingent promissory notes by not making certain payments to him. See

id. 1m 23—26.

1
For ease of reference, Defendants have added appendix numbers to the bottom right corner of
its summary judgment exhibits and references the applicable exhibit by letter, referenced short

cite, and speciﬁc appendix page(s) [cited simply as “Appx. #”].

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 2
Plaintiff also brings a tonious interference claim against Sierra Receivables related t0

allegations that Sierra Receivables somehow tortiously interfered With the contingent promissory

notes. See id. W 27-30.
Plaintiff, in “Count Four: Request for Attorneys’ Fees,” contends he is entitled t0

attorneys” fees from both Sierra Finance and Sierra Receivables pursuant t0 Tex. CiV. Prac. &
Rem. Code § 38.001, et seq. See Pet. 1]
45.2

Sierra Finance was formed in March 2012. See Sierra Finance Cert (EX. A) [Apr. 5];

Schauer Aff. (EX. B) 1N 5-6 [Apr. 1]. Sierra Receivables was formed in August 2013. See Sierra

Receivables Cert (EX. A) [Appx. 8]; Schauer Aff. (EX. B) W 7-8 [Apr. 2]. Sierra Receivables is

(and has been since 2013) the wholly—owned subsidiary 0f Sierra Finance. See Share Cert. (EX. C)

[Appx. 10-1 1];Schauer Aff. (EX. B) 1N 9-10 [Appx. 2].

III. ARGUMENT AND AUTHORITIES

Plaintiff s tortious interference claim must be dismissed as a matter 0f law because a

subsidiary cannot tortiously interfere with its parent’s contracts, and the indisputable summary

judgment evidence establishes that Sierra Receivables is Sierra Finance’s Wholly-owned

subsidiary. See Share Cert. (EX. C) [Apr. 10-1 1]; Schauer Aff. (Ex. B) W 9-10 [Appx. 2].

Further, Plaintiff” s claim against Defendants for recovery 0f attorneys’ fees under TeX. CiV. Prac.

& Rem. Code § 38.001 must be dismissed as a matter of law because Defendants, as limited

liability companies, cannot be held liable for attorneys’ fees under that statute.

2
he
Plaintiff also asserts is entitled to attorneys’ fees in connection with his fraudulent transfer claim.
Pet.1]
45. For
clarity,Defendants are not asking for summary judgment in their favor on that component of Plaintiff s Count Four
at this time.

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 3
A. Summary Judgment Standard

A defendant is entitled to summary judgment if itcan “disprove at least one essential

element of the plaintiff‘s cause 0f action.” Bertrand v.Bertrand, 449 S.W.3d 856, 865 (TeX.

App.—Dallas 2014, n0 pet.) (citing Cathey v.Booth, 900 S.W.2d 339, 341 (Tex. 1995) (per

curiam)). Initially, “[t]he movant for summary judgment has the burden 0f showing there isn0

genuine issue of material fact and is entitled to summary judgment as a matter of law.” Anderton

v. City ofCedar Hill, 447 S.W.3d 84, 88-89 (Tex. App.—Dallas 2014, pet. denied). Once the

movant makes this showing, “the burden shifts t0 the plaintiff t0 come forward With competent

controverting evidence raising a genuine issue of material fact with regard to the element

Challenged by the defendant.” Collective Asset Partners LLC v. Schaumburg, 432 S.W.3d 435,

438 (TeX. App.—Da11as 2014, pet. denied) (Citing Centeq Realty, Inc. v.Siegler, 899 S.W.2d

195, 197 (Tex. 1995)).

B. Plaintiff’s Tortious Interference Claim Fails as a Matter 0f Law.

It isa “well-established principle that a party must be a stranger t0 a contract t0 be

subj ect t0 a tortious interference claim—that is, a party t0 a contract cannot tortiously interfere

With its own contract.” Cmty. Health Sys. Prof’l Servs. Corp. v.Hansen, 525 S.W.3d 671, 690

(Tex. 2017).3 In a related vein 0f cases, Texas courts hold that a parent and subsidiary have “n0

separate identity for purposes of tortious interference,” and thus cannot tortiously interfere with

each other’s contracts. See Grizzle v. Tex. Commerce Bank, N.A., 38 S.W.3d 265, 286-87 (TeX.

App.—Dallas 2001), rev ’d in part 0n other grounds in Tex. Commerce Bank, N.A. v. Grizzle, 96

S.W.3d 240, 243 (Tex. 2002). See also Cleveland Reg’l Med. Cm, L.P. v. Celtic Props., L.C.,

3
Itdoes not appear from the Petition that Plaintiff is asserting a tortious interference claim against Sierra
Finance, but if he is,that claim should be dismissed as well since Sierra Finance is a party to the
contingent promissory notes that were allegedly interfered With.

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 4
323 S.W.3d 322, 347-48 (Tex. App.—Beaum0nt 2010, pet. denied) (holding that a parent and

subsidiary “could not tortiously interfere With the other”); Am. Allied Sea, Inc. v. Am. Gen. Sea,

Ina, NO. 14-99-01082-CV, 2000 Tex. App. LEXIS 6427, at *13-14 (TeX. App.—Houst0n [14th

Dist] Sep. 21, 2000, n0 pet.) (0p., not designated for publication) (“This court has held that, as a

matter of law, a parent cannot tortiously interfere With a subsidiary’s contracts.” (citing Am. Med.

Int’l, Inc. v. Giurintano, 821 S.W.2d 331, 336 (TeX. App.—Houst0n [14th Dist] 1991, no writ));

HSM Acquisitions v. West, 917 S.W.2d 872, 882-83 (Tex. App.—C0rpus Christi 1996, writ

denied) (holding that “that a parent and its subsidiary are so closely aligned in business interests

as to render them, for tortious interference purposes, the same entity”).

Accordingly, since Sierra Receivables cannot, as a matter 0f law, tortiously interfere with

the contracts of it parent, Sierra Finance, judgment should enter in Defendants’ favor 0n

Plaintiff s tortious interference claim.

C. Plaintiff’s Claim for Attorneys’ Fees Under TEX. CIV. PRAC. & REM. CODE
§ 38.001 Fails as a Matter 0f Law

Plaintiff demands attorneys’ fees from Defendants—both limited liability companies—

pursuant to TEX. CIV. PRAC. & REM. CODE § 38.001, et seq. See Pet. ﬂ 3 (“Defendant Sierra Auto

Finance LLC is a Delaware limited liability company. ...”), 114 (“Defendant Sierra Auto

Receivables Funding 2013-01 LLC is a Delaware limited liability company”), 1]
45 (“Mr.

Allison requests attorneys’ fees from Sierra Finance and Sierra Receivables pursuant t0

applicable law. TeX. CiV. Prac. & Rem. Code § 38.001, et seq. (Vernon 2008). ...”); see Schauer

Aff. 1H](EX. 1) 5—8 [Appx. 1-2], Sierra Finance Cert. (EX. A) [Appx. 5],& Sierra Receivables
Cert. (EX. B) [Appx. 8].

However, the Fifth Court 0f Appeals has concluded “section 38.001 0f the Texas Civil

Practice and Remedies Code does not permit recovery 0f attorney fees against a limited liability

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 5
company.” Phoneternet, LLC v. Drawbridge Design, N0. 05-17-00890-CV, 2018 WL 3238001,
at *3 (Tex. App.-Dallas July 3, 2018, n0 pet). Other appellate courts in Texas have reached

similar conclusions based 0n the plain language 0f the statute. See, e.g., Alta Mesa Holdings,

L.P. v. Ives, 488 S.W.3d 438, 455 (TeX. App.—H0uston [14th Dist] 2016) (“Because section

38.001 does not authorize the recovery 0f attorney’s fees in a breach of contract action against an

LLC and appellees have not sought attorney’s fees for prosecution of that cause of action on any

other basis, we sustain appellants’ third issue and reverse the award 0f attorney’s fees against

TMRX and Acquisition Sub for that cause of action”).
Accordingly, since both Sierra Finance and Sierra Receivables are limited liability

companies and neither can, as a matter 0f law, be liable for attorneys’ fees under TEX. CIV. PRAC.

& REM. CODE § 38.001, ez‘
seq., summary judgment should enter in Defendants’ favor 0n

Plaintiff s demand for attorneys’ fees under that statute.

II. PRAYER

WHEREFORE, Defendants respectfully request that this Court (i)grant this Motion for

Partial Summary Judgment in its entirety; (ii)enter judgment in Defendants’ favor 0n Plaintiff s

tortious interference claim; (iii) enter judgment in Defendants’ favor on Plaintiff’ sclaim for

attorneys” fees pursuant to TEX. CIV. PRAC. & REM. CODE §38.001, ez‘seq.; and (iv) grant

Defendants such other legal 0r equitable relief t0 which they may be entitled.

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 6
Dated: October 7, 2019 Respectfully submitted,

/S/ Jared M Slade
JARED M. SLADE
Texas State Bar No. 24060618
NATHANIEL R. LEE
Texas State Bar N0. 24092677
ALSTON & BIRD LLP
2200 Ross Avenue, Suite 2300
Dallas, TX 75201
(214) 922-3400 - Telephone

(214) 922-3899 - Facsimile

jared.slade@alston.com
nathan.lee@alston.com

ATTORNEYS FOR DEFENDANTS
SIERRA AUTO FINANCE LLC AND
SIERRA AUTO RECEIVABLES
FUNDING 2013-01 LLC

CERTIFICATE OF SERVICE

The undersigned hereby certiﬁes that a true and correct copy of the foregoing document
was served in accordance With the TEXAS RULES OF CIVIL PROCEDURE 0n Plaintiff’ s counsel 0f
record 0n this 7th day 0f October 2019.

/S/Jared M Slade
Jared M. Slade

DEFENDANTS’ MOTION FOR PARTIAL SUMMARY JUDGMENT ON PLAINTIFF’S TORTIOUS
INTERFERENCE CLAIM- PAGE 7
CAUSE NO. DC-19-12079
CHARLIE R. ALLISON, § IN THE DISTRICT COURT OF
§
Plaintiff, §
§
VS. § DALLAS COUNTY, TEXAS
§
SIERRA AUTO FINANCE LLC and §
SIERRA AUTO RECEIVABLES §
FUNDING 2013-01 LLC, §
§
Defendants. § 95TH JUDICIAL DISTRICT

AFFIDAVIT IN SUPPORT OF DEFENDANTS’ MOTION FOR PARTIAL SUMMARY
JUDGMENT ON PLAINTIFF’S TORTIOUS INTERFERENCE CLAIM AND REQUEST
FOR ATTORNEY’S FEES UNDER TEX. CIV. PRAC. & REM. CODE 8 38.001

I,Scott Schauer, hereby declare as follows:

1. My name is Scott Schauer, and my work address is 716 Newman Springs Road,

#332, Lincroft, NJ 07738.

2. I am over the age of 21, under no legal disability, and am competent t0 make

this Declaration. Ihave never been convicted 0f a felony 0r a crime involving moral turpitude.

3. I am employed by Sierra Auto Finance LLC (“Sierra Finance”) as its Chief

Operating Ofﬁcer and Controller.

4. The facts set forth herein are based upon my personal knowledge and are true

and correct.

5. Sierra Finance is a Delaware limited liability company that was formed in

March 2012 according t0 its business records.

6. Attached as Exhibit A is a true and correct copy of its State 0f Delaware

Limited Liability Company Certiﬁcate of Formation, a business record of Sierra Finance.

AFFIDAVIT IN SUPPORT OF DEFENDANTS’ MOTION FOR PARTIAL SUMMARY
JUDGMENT ON PLAINTIFF’S TORTIOUS INTERFERENCE CLAIM AND REQUEST FOR
ATTORNEY’S FEES UNDER TEX. CIV. PRAC. & REM. CODE 8 38.001 — Page 1
LEGAL02/39280034V4
Appx. 1
7. Sierra Auto Receivables Funding 2013-01 LLC (“Sierra Receivables”) isa

Delaware limited liability company that was formed in August 2013 according to its business

records.

8. Attached as Exhibit B is a true and correct copy 0f its Certiﬁcate 0f Formation

0f Limited Liability Company, Which is a business record 0f Sierra Receivables.

9. Since at least October 4, 2013, Sierra Finance has owned 100% of the member

interests in Sierra Receivables, making Sierra Receivables a Wholly-owned subsidiary 0f Sierra

Finance.

10. Attached as Exhibit C is a true and correct copy of the share certiﬁcate of

Sierra Receivables, which is a business record 0f Sierra Finance.

11. In light 0f my role as Chief Operating Ofﬁcer of Sierra Finance, I am a

custodian 0f records for Sierra Finance and Sierra Receivables, including of the records that are

attached as Exhibits A, B, and C t0 this afﬁdavit.

12. The records that are attached t0 this afﬁdavit as Exhibits A, B, and C are

incorporated, made, and kept in the regular course 0f Sierra Receivables’ and Sierra Finance’s

business, and it isthe regular practice 0f Sierra Receivables’ and Sierra Finance’s business t0

make this type of record at 0r near the time of each act, event, 0r condition set forth.

13. These records were made by, of, 0r from information transmitted by persons

with knowledge 0f the matters set forth.

14. The records were kept in the course 0f a regularly conducted business activity.

15. It was the regular practice of the business activity to make and maintain these

records.

AFFIDAVIT IN SUPPORT OF DEFENDANTS’ MOTION FOR PARTIAL SUMMARY
JUDGMENT ON PLAINTIFF’S TORTIOUS INTERFERENCE CLAIM AND REQUEST FOR
ATTORNEY’S FEES UNDER TEX. CIV. PRAC. & REM. CODE 8 38.001 — Page 2
LEGAL02/39280034V4
Appx. 2
FURTHER AFFL‘kNT SAYETH NOT

I declare under penalty ofperjury that the faregning i5 true and mnect.

SCOTT SCHAUER

by
SWURN Tﬂ AND
Scan Schauer on this.ﬂ
SUBSCRIBED before me in
day nf‘ ﬂaming 2U |9.

$63“;
Nutary Public,
WWW

State of

My Cummissian Expires;
M
County,

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’0
Stale of

I'm FE I
RT ,

DIANE DHEXLER
Notary Public
State rJf New Jersey

My Commission Explres Ont. ED. 2924
LEUr EEEBTED

AFFIDAVIT IN SUPPORT OF DEFENDANTS" MﬂTlﬂN FUR PARTIAL SIJMMAHE’
JUDGMENT ON PLMN'I'IFF’S 'l'DH'l‘lﬂUS INTERFERENCE CLAIM AND REQUEST FUR
ATTORNEY? FEES UNDER TEX. CIV. PRAC. S: REM. CDDE 5 35.131] — Page 3
Appx. 3
EXHIBIT A

Sierra Auto Finance LLC

State of Delaware Limited Liability Company Certiﬁcate of Formation

Appx. 4
State of Delaware
_
seqre of State
D4v151an o Corporations
Dehvered 01:30 PM 03/19/2012
FILED 01:24 PM 03/19/2012
SRV 120326196 - 5126108 FILE

STATE afDELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE ofFORMATION

First: The name 0f the limited liability company is Sierra Auto Finance LLC

Second: The address ofits registered off: ce inthe State. of Delaware is

2711 Centerville Road, Suite 400 in the City of Wi£mington .

Zip code 19808 . The name of its Registered agent at such address is

Corporation Service Company

paragraph only if thecompany is to have a speciﬁc effective date 0f
Third: (Use this
dissoiution: “The iatestdate 0n which the limited liabiiity company is to dissolve is

f“)

Fourth: (fusert any other matters the members detemﬁne to include herein.)

[n Witness Whereof, the undersigned have executed this Certiﬁcate
of Fommation this

16m 2012 -

day 0f March
.
_
,

Byzjénﬁlﬁﬂfn
Authorized Person (s

Name; Kenneth N. Elmgren

Appx. 5
EXHIBIT B

Sierra Auto Receivables Funding 2013-01 LLC

Certiﬁcate 0f Formation of Limited Liability Company

Appx. 6
Delaware
@daware PAGE I1

The
‘Zﬁe First
firstStateState

I,
I, JEFFREY
JEFFREY W.
W. BULLOCK,
BULLOCK, SECRETARY
SECRETARY OF OF STATE
STATE OF OF THETHE STATE
STATE OF 0F
DELAWARE,
DELAWARE, DO
DO HEREBY
HEREBY CERTIFY
CERTIFY THE THE ATTACHED
ATTACHED IS IS AA TRUE
TRUE AND ANDCORRECT
CORRECT
COPY
COPY OF THE
THE CERTIFICATE
CERTIFICATE OF
OF FORMATION
FORMATION OF OF "SIERRA
"SIERRA AUTO AUTO RECEIVABLES
RECEIVABLES
FUNDING
FUNDING 2013-01 LLC",
LLC", FILED
FILED IN IN THIS
THIS OFFICE
OFFICE ON 0NTHE THE SIXTEENTH
SIXTEENTHDAY DAY
OF
0F AUGUST,
AUGUST, A.D.
A.D. 2013,
2013, AT AT5:015:01 O'CLOCK
O'CLOCKP.M. P-ML

JeffreyW.wiRffloa,secmtary
CJeffrey astate
State
Bullock, Secretary of

5384771
5384 771 8100
81 00 ,. AUTHEN TION:
TION: 0674856
0674856
?-2e.„6 g
130999215
130999215 AtAwS'z'& DATE:
DATE: 08-19-13
08-19-13
You may
You may verify
verify this
this certificate
certificate online
online ---
at
at corp. delaware .gov/authver.
gov/authver .shtml
shtml
Appx. 7
corp. delavrare.
State
State ofof Delaware
Delaware
Secretary
Secreta of
of State
State
Division
Division of
o Corporations
Corporations
Delivered
Delivered 06:12
06:12 PM
PM 08/16/2013
08/16/2013
FILED 05:01
05:01 PM 08/16/2013
08/16/2013
SRV
SRV 130999215
130999215 -
— 5384771
5384771 FILE

CERTIFICATE OF 0F FORMATION
.
OF
LIMITED LIABILITY COMPANY
LIABILITY COMPANY

FIRST:
FIRST: The name
The nameof 0f
thethe
limited
limitedliability company
liability company is isSIERRA
SIERRAAUTO AUTORECEIVABLES
RECEIVABLES
FUNDING 20] 2013-01
3~01 LLC
LLC

SECOND: The
SECOND: Theaddress
addressof0fitsitsregistered
registeredoffice
ofﬁceininthe
theState
Stateof0fDelaware
Delaware is 2711
is 271 l

Centerville Road,
Centerville Road, Suite 400, Wilmington,
Suite 400, Wilmington, DE 19808.
19808. The
Thename
nameof0fits
itsRegistered
RegisteredAgent
Agentatatsuch
such
address is
address is Corporation
Corporation Service
ServiceCompany.
Company.

IN
IN WITNESS WHEREOF,
WHEREOF, the the undersigned
undersigned have
have executed
executed this
this Certificate
Certiﬁcate of Formation of
ofFormation of
thday
SIERRA AUTO RECEIVABLES FUNDING FUNDING 2013~01
2013-01 this 16
LLC this 16th day of August, 201
ofAugust, 2013.3.

Corporation Service
Corporation Service Company,
Company,
Organizer
Organizer

BY /s/
fs/Susan
SusanWalker
Walker
Susan Walker
Susan Walker
Assistant Secretary
Assistant Secretary

Appx. 8
EXHIBIT C

Sierra Auto Receivables Funding 2013-01 LLC

Share Certiﬁcate

Appx. 9
NEITHER THIS SHARE CERTIFICATE NOR THE MEMBER INTERESTS
REPRESENTED BY THIS SHARE CERTIFICATE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
COVERING SUCH SALE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE AND SUCH MEMBER INTERESTS AND ANY REGISTRATION OR
QUALIFICATION REQUIRED UNDER EACH APPLICABLE STATE SECURITIES
LAW OR (II) AN AVAILABLE EXEMPTION OF SUCH SALE, TRANSFER OR
DISPOSITION OF THIS SHARE CERTIFICATE AND SUCH MEMBER INTERESTS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND/OR
THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH
APPLICABLE STATE SECURITIES LAWS.

SIERRA AUTO RECEIVABLES FUNDING 2013-01 LLC
A limited liability company formed under the laws 0f the State 0f Delaware
Member Interests Certiﬁcate N0.
100% __ 1 __

This certiﬁes that SIERRA AUTO FINANCE LLC is the owner of One Hundred
Percent (100.0%) 0f the Member Interests in the above named limited liability company (the
"C0mpany"). This Share Certiﬁcate and the Member Interests evidenced hereby are
transferable only 0n the books 0f the Company by the holder hereof in person 0r by duly
authorized attorney upon surrender 0f this Share Certiﬁcate properly endorsed. The transfer of
any interests in the Company is subject to any restrictions set forth in legend above and in the
Amended and Restated Limited Liability Company Agreement 0f the Company dated as of
October 4, 2013, as the same may be amended, restated 01‘ otherwise modiﬁed from time to time
in accordance With its terms (the "LLC Agreement"). Capitalized terms used herein Without
deﬁnition shall have the meanings assigned t0 such terms in the LLC Agreement.

This Share Certiﬁcate and the Member Interests 0f the Company evidenced hereby shall
constitute and shall remain a "security" Within the meaning 0f (i) Section 8-102(a)(15) 0f the
Uniform Commercial Code (the "UCC") as in effect from time to time in the State of Delaware
and (ii) the UCC of any other applicable jurisdiction that now or hereafter substantially includes
the 1994 revisions t0 Article 8 thereof as adopted by the American Law Institute and the National
Conference 0f Commissioners 0n Uniform State Laws and approved by the American Bar

Case Info

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LEE, MIKE G Track Judge’s New Case

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Document Filed Date

November 05, 2019

Case Filing Date

August 16, 2019

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Parties

Allison, Charlie Plaintiff
ALLISON, CHARLIE Plaintiff
BEGON, ANTHONY J Attorney for the Plaintiff
LEE, NATHAN Attorney for the Defendant
LOWENSTEIN, JEFFREY Attorney for the Plaintiff
MILLER, DAVID BRIAN Attorney for the Plaintiff
Sierra Auto Finance LLC Defendant
SIERRA AUTO FINANCE, LLC. Defendant
Sierra Auto Receivables Funding 2013-01 LLC Defendant
SIERRA AUTO RECEIVABLES FUNDING 2013-01 LLC Defendant
SLADE, JARED M Attorney for the Defendant
Brent Turman Attorneys for Plaintiffs

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