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Nowlin v. Allstate Insurance Co.

United States District Court, N.D. Georgia, Atlanta Division

July 29, 2014

ANGEL NOWLIN, Plaintiff,
v.
ALLSTATE INSURANCE COMPANY, Defendant.

OPINION AND ORDER

WILLIAM S. DUFFEY, Jr., District Judge.

This matter is before the Court on Defendant Allstate Insurance Company's ("Defendant" or "Allstate") Motion to Dismiss [13] Plaintiff Angel Nowlin's ("Plaintiff" or "Nowlin") Amended Complaint [12]. Also before the Court is Defendant's request for injunctive relief, contained in its Motion to Dismiss, and Defendant's Motion to Strike [16] Plaintiff's Filing of Supplemental Evidence.

I. BACKGROUND

A. Introduction

This is an action by Nowlin, a former Allstate agent, to recover certain funds she alleges are due to be paid after an agency agreement with Allstate was terminated (the "Termination Funds"). Plaintiff alleges that the United States Bankruptcy Court wrongfully determined that she is not entitled to the Termination Funds and that Allstate was required to pay the Termination Funds to the trustee of the bankruptcy estate of Plaintiff's corporation, the Nowlin Agency, Inc. (the "Corporation"), including to satisfy a loan obtained by the Corporation and secured by the Termination Funds.

B. Background Facts

On September 1, 2004, Plaintiff and Allstate entered into an agency agreement which provided that Plaintiff would sell Allstate insurance policies and products, and that Allstate would pay Plaintiff commissions based on her sales. The agreement also provided that Plaintiff acquired an economic interest in the Allstate customer accounts she developed (the "Book of Business"), which could be transferred to an approved buyer or sold to Allstate upon termination of their agency agreement.[1] (Am. Compl. ¶¶ 6-8).

On September 13, 2004, Plaintiff became the President and Chief Executive Officer of the Corporation and transferred her economic interest in the Book of Business to the Corporation. (Id. ¶¶ 9-11).

On December 7, 2007, the Corporation obtained a loan in the amount of $173, 000 from Oak Street Funding, LLC ("Oak Street"). Repayment of the loan was secured by a lien on substantially all of the Agency's assets, including the Book of Business. (Id. at Ex. B). The Corporation, Oak Street and Allstate also executed a Security Interest and Collateral Assignment of Termination Payments and Economic Interests ("Termination Payments Assignment"). Under the terms of the Termination Payments Assignment, the Corporation granted to Oak Street a security interest in all termination payments due upon termination of the Corporation's agency agreement with Allstate and granted to Oak Street the right to receive direct payment from Allstate of all termination payments owed by Allstate to the Corporation. (Id.; [Bankr. 14] at 50).[2]

On August 27, 2011, the Corporation was administratively dissolved. (Am. Compl. ¶ 14).

On February 21, 2012, Oak Street filed a complaint against the Corporation in the Superior Court of Hamilton County, Indiana, alleging that the Corporation had defaulted on its loan obligations and seeking to foreclose on the collateral securing the loan, including the Corporation's rights to commission and other payments from Allstate.[3] ([Bankr. 14] at 7).

At some point in 2012, Plaintiff contacted Allstate to transfer the Corporation's Book of Business to herself. (Am. Compl. ¶¶ 15-16). Plaintiff asserts that an Allstate representative told her that "[Allstate's] search revealed no existing liens on [the Corporation's] economic interest;" and that Plaintiff "could follow the same practice that the Parties [sic] had practiced throughout their relationship to change the name and interest in the [Book of Business]" and execute a new agency agreement in her own name. (Id.).

On March 1, 2012, Plaintiff and Allstate executed an Exclusive Agency Agreement (the "March 1, 2012, EAA"), which, Plaintiff asserts, transferred to Plaintiff the Corporation's economic interest in the Book of Business. (Id. ¶ 17 & Ex. A).

Later in March 2012, Plaintiff claims, she "decided to sell her economic interest in the [Book of Business] to Allstate." (Id. ¶ 22). Plaintiff asserts that Allstate told her that she would receive a total of approximately $145, 000 in termination payments, which would be paid to ...


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