Autovest, L.L.C. v. ROBERT JOHNSON III

IN THE DISTRICT COURT IN AND FOR OKLAHOMA COUNTY STATE OF OKLAHOMA Autovest, L.L.C., Plaintiff, vs. ROBERT JOHNSON III, Defendant(s). PETITION COMES NOW the Plaintiff, Autovest, L.L.C., and for its cause of action against ROBERT JOHNSON III, would allege and state as follows: JURISDICTION AND VENUE 1. Autovest, L.L.C., is a foreign limited liability company with its principal place of business located at 26261 Evergreen Road, Southfield, Michigan. 2. Defendant, ROBERT JOHNSON III, is an individual residing in Oklahoma County, State of Oklahoma. 3. The claim alleged herein arose out of a contractual agreement between the parties. BREACH OF CONTRACT 4. Autovest, L.L.C. re-alleges and incorporates by reference all allegations made in Paragraphs 1-3 as if fully stated herein. 5. On March 30, 2015, the Defendant executed a Retail Installment Contract and Security Agreement ("Agreement") in the amount of $13,594.00 to purchase a BMW 3 SERIES VIN WBAVA37538NL46805. (Attached hereto as Exhibit "A" is a true and correct copy of the Agreement.) The Retail Installment Contract and Security Agreement was subsequently assigned to Autovest, LLC, the current owner of the account. (Attached hereto as Exhibit "B" is a true and correct copy of the Assignment.) 6. To further secure payment on the agreement the Defendant granted a security interest in the above referenced property. 7. The date of last payment on this account was on December 7, 2015 and no further payments were made thereafter. Because the Defendant defaulted on the agreement the previous owner and holder of the agreement repossessed and sold the above-described property. 8. The proceeds from the sale were not sufficient to pay the entire outstanding balance and as such, the Defendant remains liable for the deficiency balance as set forth herein. 9. Autovest, L.L.C. is filing this action for breach of contract to recover the unpaid balance of $11,447.72, with interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, plus costs and fees provided for by the terms of the Agreement. WHEREFORE premises considered, Autovest, L.L.C. demands judgment against the Defendant for the remaining balance of $11,447.72, with interest thereon at the applicable post judgment statutory rate per annum from the date of judgment, plus costs and attorneys fees provided for by the terms of the Agreement and any other relief this court deems just and proper. Respectfully submitted, Scott F. Lehman, OBA #15908 Troy J. McPherson, OBA #32071 Hunter M. Siex, OBA #33271 Latham, Steele, Lehman, Keele, Ratcliff, Freije & Carter, P.C. 1515 E 71st Street, Suite 200 Tulsa, OK 74136 (918) 970-2099 Attorney for Autovest, L.L.C. Retail Installment Contract and Security Agreement Seller name and Address: AUTO EMPORIUM LLC 4000 N MAY AVE OKLAHOMA CITY, OK 73112 Buyer(s) Name(s) and Address(es): ROBERT LEE JOHNSON JR. 3129 NW 61ST TERRACE OKLAHOMA CITY, OK 73112 OK-103-ARB 7/1/2014 Summary: Yes Date: 03/30/2015 Truth-in-Lending Disclosure Annual Percentage Rate | Finance Charge | Amount Financed | Total of Payments | Total Sale Price 21.00% | $6,468.42 | $13,594.00 | $20,062.42 | $21,562.42 Payment Schedule: No. of Payments: 47 Amount of Payment: $426.46 When Payments are Due: MONTHLY BEGINNING 4/30/15 Security: You are granting us a security interest in the Property described. Late Charge: If payment is not received by the date stated on each note, you will pay a late charge of $5 or the amount of the payment that is late, whichever is greater. Prepayment: If you fully settle this Contract early, you [ ] may [X] will not have to pay a Prepayment Fee. Contract Provisions: For insurance fee, see the terms of the Contract for any additional information about management & will contain repayment before the scheduled date, and prepayment refunds and penalties Description of Property Year: 2005 | Make: BMW | Model: 328 | Style: 4DR | Vehicle Identification Number: WBAYA3753BNL46B05 | Odometer/Milage: 107563 Description of Trade-In N/A Conditional Delivery [X] Conditional Delivery if cleared: You agree that the balance of any remarketing financing agreement is secured by this Agreement. The Agreement is part of this Contract. The Agreement will no longer be part of this Contract if the assignment is accepted. If there are any conditions between the terms of the Agreement and the Contract, the terms of the Contract will apply. Sales Agreement Payment: You promise to pay us the principal amount of $13,594.00 plus finance charges according to the contract Balance at the end of: $21,000.00 per year from the date of this Contract until [ ] Additional Charge: You agree to pay an additional charge of $__________ [X] I paid in cash [X] I financed over the term of the Contract [ ] Minimum Finance Charge: You agree to pay a minimum finance charge of $__________ if you pay this Contract in full before we have reached the end of the finance charges EXHIBIT A Itemization of Amount Financed a Cash Price of Vehicle, etc., incl. sales tax b Trade-in allowance c Less: Amount owing paid to previous owner d Net Method (do not negative, enter $0 here and enter the amount on line e) e Down payment f Manufacturer rebate g Deferred dues payment h Other other payments described i Due Payment (-check if any) j Unpaid balance of Cash Price line g: k Prepaid balance balance reserve the d: l Prepaid rebates, including forg fees m Insurance premiums paid to insurance company/panel n Service Contract Paid to: o Doc Prep Fee p Other ____________________________ $ ___ 99.00 q Other ____________________________ $ ___ N/A r Other ____________________________ $ ___ N/A s Other ____________________________ $ ___ 0.00 t Other ____________________________ $ ___ N/A u Other ____________________________ $ ___ N/A v Total Other Charges/Amnts Paid to Schul $ ___ 99.00 w Prepaid Finance Charge x Amount Financed: (-+) $ ___ 13,594.00 [This area intentionally left blank] Insurance Disclosures Credit Insurance, Credit Life and Credit Disability (accident and health) are not required to be purchased and are not a factor in the credit decision. We will not provide them unless you request and agree to pay the additional premium. If you want such insurance, we will obtain it for you. If you qualify for coverage, we are quoting below only the coverage you have chosen to purchase. Credit Life [ ] Single [ ] Joint [X] None Premium: $ ___ N/A Term: ___ ________ Insured: ____________________________ Credit Disability [ ] Single [ ] Joint [X] None Premium: $ ___ N/A Term: ___ ____________ Insured: ____________________________ Your signature below means you have read and understand the following qualifications. If "None" is checked you have declined the coverage as offered. DOB By ____________________________ DOB By ____________________________ DOB Property Insurance You must insure the Property. You may furnish the required insurance either through meeting points of insurance offered or secured by you or by procuring the equivalent insurance coverage through any insurance company reasonably acceptable to us. The optional coverage cited above may not exceed $ ___ N/A If you get insurance from another company on your own $ ___ N/A For ___ N/A ___ ___ coverage. The premium calculated at Rates: [ ] $ ___ N/A Exclusive Collision Only [ ] $ ___ N/A Exclusive Comprehensive [ ] $ ___ N/A Fire Theft and Condemn Additional Exp. [ ] N/A ___ ___ ___ ___ coverage N/A ___ ___ ___ ___ coverage Liability insurance coverage for bodily injury and motor vehicle damage caused to others is not included in this Contract unless checked and indicated. [ ] Single-Interest Insurance. You must purchase single interest insurance upon sale of any car tendered. You may furnish the required insurance either through meeting points of insurance offered or secured by you or by procuring the equivalent insurance coverage through any insurance company reasonably acceptable to us. If you buy the same agency or through us, you will pay $ ___ N/A ___ ___ ___ ___ coverage. Rejection of Arbitration Checking the box will not affect the terms under which we will finance and sell the Property or any of the terms of this Contract except that the arbitration provision will not be a part of this Contract [ ] You reject the arbitration provision of this Contract Additional Protections You may buy any of the following voluntary protection plans. They are not required to obtain credit, are not a factor in the credit decision, and are not a factor in the terms of the credit or the related sale of the Vehicle. The voluntary protections will not be provided unless you sign and agree to pay the additional cost Your signature below means that you want the described item and that you have received and reviewed a copy of the contract for the product. If no coverage or charge is paid for an item, you have declined any such coverage offered. [ ] Service Contract From: ____________________________ Date: _____________________________ Price: $ _________________________ Coverage: N/A [ ] Gap Waiver or Gap Coverage From: ____________________________ To: _______________________________ Leverage: ________________________ Item: _____________________________ Date: _____________________________ Price: $ _________________________ Coverage: ________________________ By: ______________________ Date: _______________________ Additional Terms of the Sales Agreement Definitions. "Contract" refers to this Retail Installment Contract and Security Agreement. The preprinted form you refer to each Buyer signing the Contract, and are subsections with and individuals. The provisions will be used to refer to the Seller and Purchaser at which it may transfer this Contract. "Vehicle" means each motor vehicle covered in the Description of Property section. "Property" means the Vehicle and all other property described in the Description of Property section. Purchase of Property. This agreement to purchase the Property from us is subject to the terms and conditions of this Contract. Sellers will not make any representations or warranties to the Vehicle except as noted in the Description of Property section. If there are changes on the credit report, the property will purchased the property and documented servicing for the Credit Limit to the Total Sale Price. The Total Sale Price is the total price of the Property if you buy it now. General Terms. The Total Sale Price shown in the Truth in Lending Disclosure assumes that all payments will be made as scheduled. The actual amount you will pay will be more if you carry late and less if you pay early We do not intend to charge or collect, and you do not agree to pay, any finance charges or fees that exceed the maximum amount permitted by the state or federal law. If you pay a finance charge or fee that exceeds that maximum amount, we will first apply the excess amount towards the principal balance and, when the principal has been paid in full, refund any remaining amount to you. You acknowledge and agree that some payment items paid in advance as a part of the Contract may be credited and/or refunded back to you as commissions or other remuneration. You agree that the Property will not be used as a dwelling. Prepayment. You may prepay this Contract in full at any time. See Minimum Payment Charge section. Any partial repayment will not reduce any later scheduled payments. If we get a refund of any prepaid insurance premiums that we gave you, agree that we may subtract the refund from the amount you owe. Interest otherwise provided by law. Balloon Payment. If any scheduled payment is more than twice as large as the average of your five scheduled payments, you may refrain from that payment when due without penalty. The terms of the refraining will be no less favorable to you than the original terms of this Contract. This provision does not apply if an agreed upon payment schedule is for seasonal or irregular income. Returned Payment Charge. To reissue any payment required by this Contract and s Planned or Determined, you agree to pay a fee of $25.00 Governing Law and Interpretation. This Contract is governed by the laws of California and applicable federal laws and regulations. Every section or provision of this Contract is not enforceable, the other terms and provision[s] of this Contract. You authorizes us to correct any clerical error or provision within the Contract or any related documents. Name and Address. Your name and address per Form 17 of this Contract are your exact legal name and your principal residence. You will provide us with at least 30 days notice before you change your name or principal residence. Telephone Messaging and Calling. From time to time you agree that telephone and recorded telephone calls may be received by you or our agents regarding your account in our regularly business. In order for us to service the account or collect any amounts you may owe, and subjects to applicable law, you agree that we may leave a voicemail call and send text messages to you using prerecorded artificial voice messages through the use of an automatic dialing device at any telephone number you provide us in connection with your account including a mobile telephone number that could result in charges to you. Default. A creditor is in default on this Contract if any one of the following occurs except an prohibited by law: • You fail to perform any obligation that you have undertaken in this Contract and/or that the credit financing being sold is not provided by this Contract • We give you notice, written or email, that you cannot or will not pay or perform the obligations set forth agreed upon in this Contract. If you default, our agency is permitted to take or sell the Property and our reasonable payership is permitted excess of 15% of the unpaid debt after sale and refund to be allowed and a reasonable mileage charge. If an event of default occurs with either of you may have our agencies against any or all of you. Remedies. If you are in default on this Contract, we have one of the remedies provided by law and this Contract. Those remedies include: • We may require you to immediately pay up, subject to any refund required by law the remaining unpaid balance of the amount financed, finance charges and all other signed charges • We may buy lease, mechanical, or other service or make repairs to the Property if you have not done so. We are not required to do so. You will repair us had insured insurance. The amount we claim finance charges from the date we notify of the date or a demand or note payment tender will not be less than • You must return and/or retitle the Property available to you at a place we designate or reasonably convenient to you and us • We may repossess the possession of the Property by legal process or otherwise. But knowing so we may not deduct the posted substantially entered into your percent. • We may then sell the Property and apply what we receive as provided by law to our reasonable expenses and then toward what you owe us. • Except when prohibited by law, we may and you shall pay all federal taxes and the proceeds of sale do not pay all of the amounts you owe us. By checking any one or more of these remedies, we do not give up our right to take another remedy. By checking not to use any remedy, we do not give up our right to consider the event a default if it happens again. You agreed that any notice required to be given to you at an intended sale or transfer of the Property notice is reasonable if mailed to your last known address as reflected in our records at least 10 days before the date of the intended sale or transfer via each other period as is required by law. You agree that we have the possession of personal property left in or on the Property securing this Contract and therein will so possess as provided above. You may have a COPY if it shows that property. If the Property has an existing housing device, you agree that we may use the device's lost my usage. Obligations Independent. Each person who signs the Contract agrees to pay the Contract according to its terms. This means the following: • You must pay the Contract even if someone else has also signed. • We may release any co-borrower or guarantor and you will still be obligated to pay the Contract. • We may release any security and you will still be obligated to pay the Contract. • If anyone gives up their rights, it will not affect your duty to pay the Contract. • If something new that could affect this Contract, I will not be obligated to pay the Contract. Warranty, Warranty information is provided in paragraphs below Security Agreement Security. To secure your payment and performance under the terms of this Contract, you give us a security interest in the Property, all other Property, and accessories. Gates Toward Property. By giving us a security interest in the Property, you represent and agree to the following: • You and others own interests in the Property against all claims made by anyone else. You will have exclusive control over the Property subject to the term of anyone else. They can't lend anything to change our rights in the Property. • You will keep the Property in proper condition and repair. You will use the Property for its intended and lawful purposes • The agreement will remove the Property from the U.S. federal tax protection status. • You will not attempt to sell the Property without an order or the Property, or grant another lien on the Property without our prior written consent. • You will pay taxes and assessments on the Property as they become due. • You will notify us of reasonable promptness of any loss or damage to the Property. • You will provide us reasonable access to the Property for the purpose of inspection. Current and inspection must be accomplished weekly, and without touching the walls. Agreement to Provide Insurance. You agree to insure property insured in the Property against fire and theft and physical losses and subjected to minimum scheduled amount indicated in the Insurance Disclosure section, or as my authorized representative will recommend in any such policy. Generally, the cost payable to insure the Property under the policy will be included in the amount owed by the Property. If we elect to provide additional security or insurance, we will notify you before we allow servicing proceeds to be used to meet or replace the Property. You agree that the insurance proceeds can not cover the amount you will owe us, nor will you be relieved. You will keep the insurance in full force and effect until you are paid in full. I reached the amount on the insurance offered us at the property. We may obtain insurance to protect our interest in the Property. The insurance may be written by a company other than the one you would choose. It may be written at rates higher than a rate we could obtain if you purchased the property insurance required by this Contract. We will add the premium for that insurance to the amount you owe us. Any amount we pay out of our income may. This amount will be treated as charges for the duration of the contract listed in the Payment Schedule until paid in full. Gap Waiver or Gap Coverage. In the event of theft or damage to the Vehicle that results in a total loss there may be a gap between the amount due under the terms of the Contract and the proceeds of your insurance settlement and deductibles. You are asked for your reference. You have the option of purchasing Gap Waiver or Gap Coverage to avoid the possibility, subject to any conditions and exclusions in the Gap Waiver or Gap Coverage agreements. Arbitration Provision Arbitration Provision PLEASE READ CAREFULLY! By agreeing to this arbitration provision you are giving up your right to go to court for claims and disputes arising from this Contract. • EITHER YOU/WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN YOU AND US DECIDED BY ARBITRATION, AND NOT BY A COURT OR BY JURY TRIAL. • YOU GIVE UP ANY RIGHT THAT YOU MAY HAVE TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS ACTION OR CLASS ARBITRATION AGAINST US IF A DISPUTE IS ARBITRATED. • IN ARBITRATION, DISCOVERY AND RIGHTS TO APPEAL ARE GENERALLY MORE LIMITED THAN IN A JUDICIAL PROCEEDING, AND OTHER RIGHTS THAT YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE. Your claim (including any alleged breach of contract) arises any claim by notice, dispute, or other situation, is a "Claim" means any claim, dispute or controversy between us or us of our employees, agents, successors, assignees or affiliates among them arising to: 1. the deed application 2. the purchase of the Property, 3. the condition of the Property, 4. the Contract, 5. any insurance, maintenance service or other contracts you purchased in connection with the Contract; 6. any related relationship, occurrence or relationship. This includes any Claim based on tort law or constitutional law, contract, tort status, regulation or other ground. To the extent allowed by law, Family, State, and Federal law of the jurisdiction where we to be decided by multiple binding arbitration. Either party elects to resolve a Claim through arbitration, you will here agree that no trial by jury or other judicial proceeding will take place. Rather, the Claim will be resolved on an individual basis, and not in class or representative basis. The party making such request may choose any of the following arbitration organizations and an arbitrator determined by the parties to the arbitration rules of the chosen organization. AAA, 800 Broadway, Room 1A-NY, New York, NY 10003; AAA, 707 Main Street, Suite 300, Irvine CA 92618 (www.aaa.org); or National Arbitration and Mediation, 725 Fifth Avenue, Garden City, NY 11530 (www.nam.org). Each party may be the applicant, one of these organizations in certifying issues involving their websites. If the chosen arbitration organization fails to certify within 14 business days, then the terms of this agreement provision will govern that firm failure of those arbitration organizations is being or able to handle the arbitration. An arbitrator can be selected pursuant to U O C Section 6 and 9. You will not interfere with our ability to file federal or state courts, you agree, if you and we otherwise agree. Or, if you and we cannot, the arbitration hearing can be by telephone in conjunction with any arbitrator. If we so request, we shall advance your filing documents or service or ease management fee, and your arbitration or hearing fee will not exceed $250.00 unless the arbitrator awards them to a party, each party is responsible for the fees of that attorney, experts, witnesses, and any other fees or costs, including any amount that have advanced. An arbitrator must be a lawyer with at least five (5) years experience and familiar with consumer problems, organized state or federal court judge. Except as provided below, the arrangement will be by a single arbitrator in making an award, an arbitrator shall follow governing insurance laws and apply applicable statutes or regulations. The arbitrator may decide any dispute regarding the arbitration of a claim. An arbitrator has the authority to award special damages, compensatory damages, punitive damages and any other relief allowed by applicable law. An arbitrator's authority to make decisions regarding specific matters is set out here: Furthermore, Claims brought by your judgment or by the agreement you may not be forced or compelled in a fashion with others brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims wholly distinct and separate among not a named party to the arbitration. Any objection based shall be in writing that need not be written or signed and will be final (nothing related to any right to appeal under the Federal Arbitration Act - PART 3 (12 U.S.C. Section 941 et seq., except that if a single arbitral award exceeds $10,000 you shall be entitled upon request made within 25 days after receipt of said award to have the award set aside and the Claim investigated by a panel of three arbitrators and [ii] if the single arbitration Award you receive is $10,000 or under be settled, you shall settle within 20 days after the entry of that Award, at your own Award schedule and the Claims resolved by a panel of three arbitrators. The party requesting such resolution will be required to pay the first -arbitration, service of case management fee and the arbitration and hearing fees subject to final determination by the arbitration panel. Any court having jurisdiction may enforce a final arbitration Award. You are not able to follow without giving up the right to require arbitration. • See remedies in small claims court for claims under the small claims courts jurisdiction or • Satisfactory professional grievances A party loses any resistance to a motion to compel arbitration or a stay of particular claims that party which requires arbitration or a particular claim by another claim. This contract provision controls any implementation, payment, assignment or transfer of the Contract, or any legal proceeding by you or us to collect a debt owed by the other, unless in any bankruptcy proceeding in which you or we are the debtor. With but one exception, if any part of this arbitration provision is deemed or found to be unenforceable for any reason, the remainder of this arbitration provision will remain in full force and effect. The one exception is that if a finding of partial invalidity is made then the arbitration provision is rendered ineffective. You and we expressly agree that the arbitration provision is governed by Sec. AA to the exclusion of any different or more comprehensive state or local law. By signing this Contract you are agreeing to the terms of the arbitration provision, unless you reject it as provided in the next paragraph. Caution: It is important that you read this arbitration provision thoroughly before you sign this Contract. By signing this Contract, you are acknowledging that you have read and understood this arbitration provision. If you do not understand something in this arbitration provision, do not sign this Contract, instead ask your lawyer. You can reject the arbitration provision by checking the box in the Rejection of Arbitration section of this Contract before you sign this Contract. If you do so, the arbitration provision will not be a part of this Contract, but all the rest of this Contract will continue to be binding and effective. Notices Note: If the primary use of the Vehicle is non-consumer, this is not a consumer contract, and the following notice does not apply. NOTICE. ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF. RECOVERY THEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER. If you are buying a used vehicle: The information you see on the window form for this vehicle is not part of this contract. Information on the window form provides key consumer provisions in the contractual sale. Si compras un vehículo usado: La información que se adhiere en la ventanilla forma parte de este contrato. La información contenida en el formulario de la ventana prevalece por sobre toda otra disposición en contrato incluida en la condición de compraventa. Third Party Agreement In this Section only "You" means only the person signing this section. By signing here you agree to give up a security interest in the Property described in the Description of Property section. You also agree to be bound by the terms of this Contract except that nothing in the Contract will be liable for the payments if required. Your interest in the Property may be used to satisfy the Buyer's obligation. You agree that we may renew, extend or change this Contract, or release any party or Property without removing you from this Contract. We may take these steps without notice or demand upon you. You acknowledge receipt of a completed copy of this Contract. By ____________________________________________ Date __________________________ (This area intentionally left blank) Signature Notices The Annual Percentage Rate may be negotiable with the Seller. The Seller may assign this Contract and retain its right to receive a part of the Finance Charge. Arbitration: This Contract contains an Arbitration Provision that affects all parties. Signatures Entire Agreement. You and the other agreement is contained in the Contract. There are no oral agreements regarding this Contract. Any change to the Contract must be signed and signed by you as: By: ROBERT LEE JOHNSON III 03/30/2015 Date By: Date By: Date Notices to Buyer: I cannot sign this Contract before you read and fully comprehend the blanks spaces. If you were entitled to a completely filled-in copy of this Contract. By signing below, you agree to the terms of this Contract. You received a copy of the Contract and had a chance to read and review it before you signed it. By: ROBERT LEE JOHNSON III 03/30/2015 Date By: Date By: Date Seller AUTO EMPORIUM LLC By: Date 03/30/2015 Date Assignment: This Contract and Security Agreement is assigned to: PELICAN AUTO FINANCE LLC [blank] [blank] The Assignee phone [blank] [ ] The assignment is made under the terms of a separate agreement made between the Seller and Assignee [ ] This Assignment is made in accordance By: AUTO EMPORIUM LLC [blank] 3/30/15 Date EXHIBIT B BILL OF SALE AND ASSIGNMENT Pelican Auto Finance, LLC, a limited liability company formed under the laws of Delaware with an office at 5 Christy Dr., Suite 204, Chadds Ford, PA 19317 ("Seller") hereby absolutely sells, transfers, assigns, sets-over and conveys to Autovest, L.L.C. with an office at 26261 Evergreen Road, Suite 390, Southfield, MI 48076 ("Buyer") without recourse and without representations or warranties, express or implied, of any type, kind or nature except as set forth in the Agreement (hereinafter defined): (a) all of Seller's right, title and interest in and to each of the Accounts identified in the Account Schedule attached hereto as Exhibit A (the "Accounts") and the other elements of the Account Packages (as defined in the Agreement), and (b) all principal, interest or other proceeds of any kind with respect to the Accounts, but excluding any payments or other consideration received by or on behalf of Seller on or prior to May 15, 2017, with respect to the Accounts. This Bill of Sale is being executed and delivered pursuant to and in accordance with the terms and provisions of that certain Purchase and Sale Agreement made and entered into by and between Seller and Buyer dated June 30, 2017 (the "Agreement"). The Accounts and Account Packages are defined and described in the Agreement and are being conveyed hereby subject to the terms, conditions and provisions set forth in the Agreement. This Bill of Sale shall be governed by the laws of the State of Delaware without regard to the conflicts-of-laws rules thereof. DATED: June 30, 2017 SELLER: By: Name: Troy Cavallaro Title: CEO COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DELAWARE ) ss. On June 30, 2017 before me the undersigned officer, personally appeared Troy Cavallaro, who acknowledged him/herself to be the CEO of Pelican Auto Finance, LLC., an authorized signer and sealer of the foregoing instrument, and that he/she as such officer, being authorized so to do, acknowledged the execution of the same to be his/her free act and deed as such officer and the free act and deed of said corporation. IN WITNESS WHEREOF, I hereunto set my hand. [Signature] Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL HELEN CRANE Notary Public CHADDS FORD TOWNSHIP, DELAWARE COUNTY My Commission Expires Jul 16, 2017 EXHIBIT E LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Pelican Auto Finance, LLC, a Delaware limited liability company, having its principal office at 5 Christy Dr., Suite 204, Chadds Ford, PA ("Seller"), with respect to those certain purchased Accounts, described in that certain Purchase and Sale Agreement dated June 30, 2017 (the "Agreement") between Seller and Autovest L.L.C., a Michigan limited liability company ("Buyer"), hereby names, constitutes and appoints Buyer, or any of its authorized agents, employees or representatives, its duly authorized attorney and agent with limited power and authority as it relates to the Accounts to (i) endorse checks and other negotiable instruments which may be received by Buyer; (ii) perfect, maintain, and release any security interests; (iii) transfer and obtain any titles, evidence of ownership or Account Documents; (iv) settle any insurance claims or litigation and apply for any insurance, warranty or sales tax refunds; (v) file any transfer of claim associated with a filed bankruptcy claim; (vi) transfer or release any judgment; (vii) file or execute any document related to the collection of the Accounts; and (viii) to perform any and all acts relating to the Accounts which the undersigned was entitled to do as the owner of said Accounts. Notwithstanding the foregoing, however, the undersigned expressly withholds and excludes from this grant of power and authority to its Attorney-in-Fact the power to sign declarations on behalf of the undersigned, or to contractually bind the undersigned in any other respects, except those granted by this Limited Power of Attorney. Further, no right or authority is granted to the Attorney-in-Fact to substitute another attorney-in-fact in its place and stead under this Limited Power of Attorney or to sue in the name or on behalf of the undersigned. Any third party without actual notice may rely upon this power granted under this Limited Power of Attorney upon the exercise of such power by the Attorney-in-Fact named herein that all conditions precedent to such exercise of power have been satisfied and that this Limited Power of Attorney has not been revoked in its entirety or with respect to any particular receivable unless an instrument of revocation or exclusion has been executed and delivered to any such third party. This Limited Power of Attorney is not intended, nor shall it be construed, to (1) grant powers to the Attorney-in-Fact not specifically authorized herein or (2) impair any indemnification of the undersigned by the Attorney-in-Fact. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. EXECUTED this 30th day of June, 2017. Seller: By: _____________________________ Name: Troy Cavallaro Title: CEO COMMONWEALTH OF PENNSYLVANIA ) COUNTY OF DELAWARE ) ss. On June 30, 2017 before me the undersigned officer, personally appeared Troy Cavallaro, who acknowledged him/herself to be the CEO of Pelican Auto Finance, LLC., an authorized signer and sealer of the foregoing instrument, and that he/she as such officer, being authorized so to do, acknowledged the execution of the same to be his/her free act and deed as such officer and the free act and deed of said corporation. IN WITNESS WHEREOF, I thereunto set my hand. [signature] Notary Public COMMONWEALTH OF PENNSYLVANIA NOTARY SEAL HELEN CRANE Notary Public SHADYS FORD TOWNSHIP, DELAWARE COUNTY My Commission Expires Jul 16, 2017 ASSIGNMENT AGREEMENT This Assignment is attached to, and expressly made a part of that certain Motor Vehicle Retail Installment Contract ("Contract") dated 3/25/15 by and between: Seller (Dealer): Auto Emporium Buyer(s): Clark Lee Johnson III It is expressly understood and agreed that Pelican Auto Finance, LLC ("PAF") is substituted each and every time where the name. appears on the Retail Installment Contract ("Contract") described herein. For value received, Seller hereby expressly sells, assigns, and transfers all of Seller's rights, title, and interest in the Contract, in all monies due and to become due thereunder, and in and to the vehicle and other property and security interests described therein, to PAF and/or its successors assignments, subsidiaries, or affiliates. Additionally, all representations, warranties, indemnifications, guarantees and hold harmless provisions made by Seller specified in the Contract, and all other terms of the assignment contained therein, are hereby made in favor of PAF. This Assignment specifically includes, but is not limited to, all rights, title, and interest of Seller in any insurance policies and other products (and the proceeds thereof) purchased, endorsed, or obtained by said Buyer(s) under the terms of the Contract. This Assignment specifically includes all rights, title, and interest of Seller in and to the vehicle including any property, collaterals or security interest described or provided for in the Contract. This Assignment, upon execution by Seller, shall assign Seller's rights in the Contract to PAF and not to any assignee(s) named in the Contract. This Assignment shall not be deemed to relieve Seller from any liability for the breach of any warranties, representations or agreements contained herein or in the Contract; or in the Dealer Agreement between PAF and Dealer. VIN#: WB3AVR3753EAU46805 Year, Make, & Model: 2008 BMW 328i Seller-Dealership (please print): X Auto Emporium Seller's Agent (please print): X Jeremiah Lee Agent's Signature x Jeremiah Lee Title of Agent x Salesman Date of Assignment x 3/25/15