MEMORANDUM OPINION AND ORDER

PATRICK R. WYRICK, District Judge.

Plaintiff, Massoud Saghian, filed a Motion for Summary Judgment (Dkt. 112) on November 29, 2018, pursuant to Rule 56(a) of the Federal Rules of Civil Procedure. Defendants Avraham Shemuelian, E&E Capital, Inc., and Stryker Building, L.L.C. jointly filed a Response (Dkt. 117) on December 20, 2018. Plaintiff's Reply (Dkt. 118) was filed December 27, 2018. Upon review of the parties' filings, the Court GRANTS Plaintiff's Motion for Summary Judgment (Dkt. 112) as set forth more fully below.

Burden of Proof

Rule 56(a) provides that "[t]he court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." In deciding whether summary judgment is proper, the court does not weigh the evidence and determine the truth of the matter asserted, but determines only whether there is a genuine dispute for trial before the fact-finder.1 The movant bears the initial burden of demonstrating the absence of a genuine, material dispute and an entitlement to judgment.2 A fact is "material" if, under the substantive law, it is essential to the proper disposition of the claim.3 A dispute is "genuine" if there is sufficient evidence on each side so that a rational trier of fact could resolve the issue either way.4

If the movant carries the initial burden, the nonmovant must then assert that a material fact is genuinely disputed and must support the assertion by "citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials"; by "showing that the materials cited [in the movant's motion] do not establish the absence . . . of a genuine dispute"; or by "showing . . . that an adverse party [i.e., the movant] cannot produce admissible evidence to support the fact."5 The nonmovant does not meet its burden by "simply show[ing] there is some metaphysical doubt as to the material facts,"6 or by theorizing a "plausible scenario" in support of its claims.7 "Rather, `the relevant inquiry is whether the evidence presents a sufficient disagreement to require submission to a jury or whether it is so one-sided that one party must prevail as a matter of law.'"8 If there is a genuine dispute as to some material fact, the district court must consider the evidence and all reasonable inferences from the evidence in the light most favorable to the nonmoving party.9

Factual Background

This case arises out of a business deal between family members. Back in 2006, Defendant Avraham Shemuelian (hereinafter "Avi") had identified several parcels of real property in Oklahoma City that he wished to acquire. One property was the old Baptist General Convention of Oklahoma Building located at 1141 N. Robinson Avenue, which because of some of its more recent tenants has also been called either The Lawyer's Title Building or The Stryker Building.10 Another property was the old First Church of Christ — Scientist Building located at 1200 N. Robinson Avenue.11 Avi needed to raise capital for a down-payment on these buildings and to conduct renovations. So Avi approached his aunt in California, Parvaneh Saghian (hereinafter "Parvaneh"), and his uncle in Israel, Plaintiff Massoud Saghian (hereinafter "Nissan"), about an investment opportunity.12

Sometime in August or early September of 2006, Avi, Parvaneh, and Nissan entered into an oral agreement.13 Per the terms of that oral agreement, the parties would form a new company, Lawyers Title Building, L.L.C. (hereinafter "LTB"), to purchase and manage the real property. Nissan would invest an initial amount of $215,000 in exchange for a 25% share of the LTB's membership units.14 Parvaneh would also invest $215,000 for her own 25% share, and Avi would donate his time to manage LTB's business affairs free of compensation in exchange for the remaining 50% share.15 There was only one problem for Nissan: as an Israeli citizen who lives in Israel, he is prevented from acquiring title to or owning land in Oklahoma by virtue of article XXII, section 1 of the Oklahoma Constitution.16 So the parties orally agreed that Nissan's 25% share would be held nominally by Avi.17 Nissan's 25% share would entitle him to 25% of LTB's net profits or, in the event LTB sold the real property, to 25% of the net sales proceeds.18

Soon after the oral agreement was made, Avi brought his long-time business partner, Dan Weingarten, into the joint venture to assist in management of LTB in exchange for half of Avi's 50%-share (i.e., a 25% share of LTB's membership units).19 LTB was formed under the laws of the State of Oklahoma on August 15, 2006.20 Although the document contains the typewritten date of August 15, 2006, it appears the parties executed the Operating Agreement for LTB on September 18, 2006.21 The Operating Agreement states that Avi's company, Defendant E&E Capital Inc., owns half of LTB's membership units; that Parvaneh's company, Magic Investments, L.L.C., owns a quarter of LTB's membership units; and that Mr. Weingarten's company, D & Z BH, Inc., holds the remaining quarter of LTB's membership units.22 The Operating Agreement does not acknowledge Nissan's involvement at all, which demonstrates the significance of the behind-the-scenes oral agreement between Avi and Nissan.

After the initial capital contribution, Avi asked both Parvaneh and Nissan for additional contributions. The parties seemingly dispute the amount of the additional contributions, with Nissan asserting that he contributed an additional $160,000 that would bring his overall contribution up to $375,000 and with Avi asserting that Nissan loaned him only $302,255.23 As will be discussed later, however, it does not appear this factual dispute is genuine, entitling the Court to proceed on the assumption that the parties do not dispute that Nissan's overall contribution was $375,000.24

Something transpired thereafter that prompted Nissan and Avi to meet in Oklahoma City and to reduce their oral agreement to writing with some modifications.25 On or about June 17, 2010, Nissan and Avi met with Skip Cunningham, an attorney Avi had previously hired on behalf of LTB.26 They asked Mr. Cunningham to prepare documents evidencing the oral agreement with some modified terms.27 After waiving any potential conflict of interest that would arise from having Mr. Cunningham represent both of them, Nissan and Avi executed a Loan Agreement (Dkt. 1-3), a Convertible Promissory Note Due on Demand (Dkt. 1-2), and a Security Agreement (Dkt. 1-4) all drafted by Mr. Cunningham.28

The nine-page Loan Agreement (Dkt. 1-3) appears to memorialize the bulk of the agreement between Nissan and Avi, as it discusses the creation of a Convertible Promissory Note and the execution of a Security Agreement.29 Moreover, its "Miscellaneous" provisions state that it is an integrated agreement that overrides the terms of the oral agreement:

Section 1 of the Loan Agreement concerns the loan:

Section 2 of the Loan Agreement concerns the separate Convertible Promissory Note that the parties would be executing:

Section 4 of the Loan Agreement concerns the collateral for the loan and the separate Security Agreement the parties would be executing:

In Section 5 of the Loan Agreement, Avi and LTB made several representations and warranties, including a warranty that Avi, as "Borrower[,] has full authority, power and legal right to enter into and carry out the provisions of this Loan Agreement and other documents contemplated herein and to consummate the transactions contemplated hereby."34 Section 6 contained several covenants made by Avi and LTB, including a covenant to perform all obligations under the Loan Agreement, to furnish Nissan all requested information concerning the purchase and renovation of the buildings or the financial status of LTB, to only use the loaned funds for the purposes set forth in Section 1, and to maintain accurate books and records of accounts.35 Section 7 defined what acts would constitute default under the loan documents, including nonpayment of the note, breach of the covenants in Section 6 of the Loan Agreement or in any of the other loan documents, a change in ownership of LTB or of the buildings it purchased, or the institution of bankruptcy or receivership proceedings by or against Avi or LTB.36 Section 8 defined the remedies in the event of default as follows:

Section 9 included miscellaneous contractual provisions.38 The Loan Agreement was executed by Avi, in his individual capacity and as manager of LTB, and by Nissan.39

The three-page Convertible Promissory Note executed in conjunction with the Loan Agreement memorializes the debt owed and sets forth the conditions for converting the outstanding debt into membership units in LTB:

Section 10 reinforces the notion that the Note must be repaid with membership Units only:

Section 3 defined what acts would constitute default under the Convertible Promissory Note in terms identical to Section 7 of the Loan Agreement,42 and defined the remedies on default as follows:

Section 4 lists the defenses to which Avi's obligations are not subject, including "reduction, limitation, impairment, termination, defense, set-off, counterclaim or recoupment for any reason."44 Section 5 concerned replacement of the note in the event of its loss, theft, destruction, or mutilation.45 Section 6 granted Nissan the right to recover costs and attorney fees from Avi in the event the indebtedness gets collected in bankruptcy, receivership, or other court proceedings.46 The remaining section contained miscellaneous contractual provisions such as what constituted waiver, how the Note could be amended, and the choice of Oklahoma law.47 The Note was executed by Avi, in both his individual capacity and his capacity as President of E & E Capital, Inc.48

The one-page Security Agreement executed in conjunction with the Loan Agreement and the Convertible Promissory Note memorialized the collateralization of Avi's membership Units in LTB:

A default under the Security Agreement was defined as "[d]efault in the payment or performance of any of the obligations or default under any agreement evidencing any of the obligations between Avraham She[m]uelian and secured party."50 In the event of default, the remedy was that "the secured party may declare all of the obligations immediately due and payable and shall be entitled to exercise all of the rights and remedies of a secured party under the Uniform Commercial Code."51 The Security Agreement also permitted Nissan to recover attorney fees upon "enforcing any right or exercising any remedy hereunder upon default of the borrower."52 The Security Agreement was executed by Avi, in his individual capacity, and Nissan.53

Thereafter, it appears efforts to renovate the buildings and to make the project profitable continued, at least until Mr. Weingarten made allegations that Avi "ha[d] usurped and exercised exclusive control of Stryker Building, in breach of the Company's operating agreement, and has engaged in mismanagement, abuse of authority and misappropriation of [several joint venture] Companies' cash," and decided to sue Avi in state court on January 30, 2014, for dissolution of LTB and entities associated other joint ventures.54 On February 26, 2014, Avi and Parvaneh filed an application for appointment of a receiver to take over the operation of LTB and to sell the properties, which Mr. Weingarten joined.55 The state court granted on March 14, 2014.56 The Order Appointing Receiver (Dkt. 112-12) appointed a receiver "over the Companies and the Properties" and directed him "immediately [to] take possession and control of each of the Companies, the bank accounts of the Companies, and the Properties and [to] manage, operate, preserve and maintain the Companies and the Properties pending further order of this Court."57

At some undefined point in time prior to June 26, 2015, Nissan made demand on Avi, E & E Capital, Inc., and LTB for an assignment of 50% of the outstanding membership Units in LTB pursuant to the express language of the Loan Agreement and the Convertible Promissory Note.58 Defendants failed or otherwise refused to deliver the membership Units to Nissan.59

On June 26, 2015, Nissan filed this lawsuit against Avi, E & E Capital, Inc., and LTB, alleging that the Loan Agreement and Convertible Promissory Note were breached when a receiver was appointed in Mr. Weingarten's state court action.60 Plaintiff's Complaint (Dkt. 1) seeks foreclosure upon the secured membership Units and a declaratory judgment ordering conversion completed and affirming his ownership of the Membership Units, along with costs and attorney fees under the relevant provisions of the Loan Agreement and the Convertible Promissory Note.61

Since the filing of this lawsuit, Mr. Weingarten's state court lawsuit has resolved. Mr. Weingarten eventually obtained a judgment against Avi for $2,072,369.00, Avi satisfied that judgment on August 31, 2018, and Mr. Weingarten transferred all his membership Units in LTB to Avi.62 It appears, however, that Avi subsequently assigned Mr. Weingarten's membership Units to Parvaneh on May 15, 2019, such that she now has 50% ownership of LTB.63

The parties also became embroiled in a foreclosure action involving the real property. On August 11, 2017, RCB Bank filed a foreclosure action based on a mortgage filed in December 2010 and a mortgage modification filed in March 2013.64 As a result of that litigation, another receiver was appointed to manage the properties.65 The Court takes judicial notice of the fact that the Church was sold August 7, 2018, for $600,000.00 and that the Stryker Building and adjacent parking lot were sold on April 11, 2019, for $2,200,000.00.66 The proceeds of those sales were first used to satisfy the judgment RCB Bank obtained against Avi and LTB,67 but some remainder is being held by the Oklahoma County Court Clerk.68

Analysis

Nissan has filed a Motion for Summary Judgment (Dkt. 112) arguing that the undisputed facts establish that Avi and E & E Capital, Inc. defaulted on the Convertible Promissory Note; that LTB, Avi, and E & E Capital, Inc. breached the terms of the Loan Agreement; and that he is therefore entitle to judgment as a matter of law. Nissan seeks relief in the form of foreclosure on the secured membership Units in LTB, specific performance under the Convertible Promissory Note that converts to equity in LTB, contractual costs and attorney fees, and post-judgment interest on the costs and attorney fees.

Nissan's claim for default on the Convertible Promissory Note and the Loan Agreement is essentially a breach-of-contract claim.69 A breach of contract claim requires three elements: (1) formation of a contract, (2) breach of the contract, and (3) damages as a direct result of the breach.70 When several contracts relate to the same matter between the same parties and are made as parts of substantially one transaction, they are to be read together as a single agreement.71

Regarding formation, Nissan asserts that the parties contemporaneously executed the Convertible Promissory Note, Loan Agreement, and Security Agreement in each other's presence; and Defendants do not dispute those facts.72 Nevertheless, Defendants attack the formation of the contracts insofar as they argue that "[t]he consideration for Borrower's promise has failed" because Nissan allegedly did not advance the full amount of $375,000.00.73 The dispute over the material fact about the amount of Nissan's contribution, however, is not a genuine dispute for two reasons.

First, Defendants have already made a judicial admission of the fact that Nissan loaned them $375,000. Nissan's Motion for Summary Judgment (Dkt. 112) asserts that he delivered $375,000 to Avi.74 In support, Nissan cites an admission made by Avi and E & E Capital, Inc. in their Answer (Dkt. 7) to Plaintiff's Complaint (Dkt. 1) stating, "Defendants admit that Plaintiff loaned E&E Capital the sum of $375,000 and that such proceeds were used in connection with the purchase of the real property owned by Stryker Building, LLC. Defendants further state that over $300,000 of the $375,000 initially loaned has been returned to Plaintiff."75 This admission in a pleading is what may be called a "judicial admission." "Judicial admissions are formal admissions . . . which have the effect of withdrawing a fact from issue and dispensing wholly with the need for proof of the fact."76 The judicial admissions in Defendants' Answer (Dkt. 7) remain binding on them, meaning they cannot avoid the formation of an enforceable contract on the basis of lack of consideration.77

Second, Defendants' Response to Plaintiff's Motion for Summary Judgment (Dkt. 117) asserts that "the $375,000.00 was never loaned" and that "Plaintiff loaned Defendants only $302,255.00."78 In support, Defendants cite Nissan's deposition testimony, where he could only identify five money transfers totaling $302,255. As Nissan points out in the Final Pretrial Report (Dkt. 137), this appears to be a completely new argument.79 Moreover, review of the Nissan's deposition testimony demonstrates there were likely more money transfers, but Nissan simply failed to retain all the receipts evidencing that.80 Thus, it is disingenuous for Defendant to rely on that deposition testimony as evidence that Nissan never transferred the full $375,000.

Regarding breach, Nissan first asserts that Defendants defaulted under § 3.1.1 of the Convertible Promissory Note and § 7.1 of the Loan Agreement when, upon demand for payment, they refused to convert the indebtedness to equity equal to 50% of the total outstanding Units of LTB, as required by §§ 1, 2, and 10 of the Convertible Promissory Note and by §§ 1.1, 2.1, and 2.2 of the Loan Agreement. The parties do not dispute that Nissan made demand upon Avi for payment or that Avi refused, or otherwise failed, to convert the indebtedness into company equity.81 What Defendants do dispute, however, is whether the contractual provisions actually required payment by conversion and whether they discharged their debt by payment in full, either of which would require denial of summary judgment in Nissan's favor. Defendants even suggest that their alternative reading of the payment provisions renders the contracts ambiguous, such that a trial is necessary to ascertain the parties' true intent.

An agreement is only considered ambiguous if it is susceptible to different interpretations; but courts should refrain from creating an ambiguity by "using a forced or strained construction, by taking a provision out of context, or by narrowly focusing on [a] provision."82 "[W]here a contract . . . is plain and unambiguous, and there is no uncertainty therein, the intent of the parties is to be determined by the language of the written instrument alone."83 "Words `must be viewed in the context of the contract and must be given [their] plain ordinary meaning.'"84 Only when the contractual document is unclear or inconsistent may courts utilize extrinsic evidence to ascertain intent.85

Defendants' arguments of ambiguity and of an alternative contractual interpretation are unavailing. Defendants suggest an ambiguity exists because "Plaintiff variously characterize[s] the parties' agreement, at times, as a loan, and at other times, [as] a capital contribution."86 Invoking § 2.1 of the Loan Agreement and § 1 of the Convertible Promissory Note, Defendants posit that the documents evidence a loan, that the contractual terms contemplated a money payment of the "unpaid principal balance," that equity in LTB was therefore only a pledge of collateral, and that conversion of the indebtedness to company equity could only occur after default for failure to make a money payment.87 But Defendants' construction appears to be a "strained construction" that takes various provisions out of context. For example, Defendants alternately omit inconvenient contractual language from quoted provisions and liberally paraphrase other provisions with favorable embellishments of the relevant language:

The ellipsis at the end of the first quoted paragraph strategically omits language at the end of the provision that qualifies the preceding language:

The omitted phrase "payable . . . as follows" points us to §§ 2 and 10 of the Convertible Promissory Note, both of which unambiguously contradict the notion that payment with money is all Nissan can demand initially and that payment by conversion into company equity is only an option upon default:

Moreover, Defendants' paraphrase of § 2 adds the explanatory parenthetical "(which is not complied with)" that is nowhere to be found in the text of the provision and that would materially alter the meaning of the provision. Although an objective review of §§ 2 and 10 reveals that these provisions may arguably be at odds with respect to whether Nissan must demand payment alone or both payment and conversion, these provisions stand in unison against Defendants' description of the nature of the contracts. The overall lack of ambiguity becomes even clearer when the relevant provisions of the Loan Agreement are taken into consideration:

All of these provisions demonstrate a clear intent to permit Nissan the option to require payment in the form of converted equity in LTB.

Defendants also attack as "absurd" Nissan's construction of the contractual provisions as a capital contribution, questioning why the parties would choose to evidence a capital contribution through a promissory note payable "on demand" instead of through a bill of sale and suggesting that it would be ridiculous for Defendants to give Nissan every membership Unit they own in LTB.92 But:

Even when applicable, "[t]he absurdity doctrine applies `in only the most extreme of circumstances,' when an interpretation of a [contract] `leads to results so gross as to shock the general moral or common sense,' which is a `formidable hurdle' to the application of this doctrine."94 The doctrine "seeks to serve a `linguistic rather than substantive' function, and does not depend nearly as much on doubtful claims about legislative intentions . . . . Instead, it aims only to enforce a meaning reasonable parties would have thought plain all along."95 Here, the absurdity urged by Defendants is not readily apparent to the Court. Instead, it seems Nissan could not buy company equity outright because of the state constitutional provision that prevents him from owning real estate in Oklahoma.96 Thus, when Nissan became discontented with Avi's management of the company, the two hammered out a solution that would give Avi another shot to prove trustworthy, that would permit the possibility of future funding from Nissan, but that would also give Nissan more power to commandeer the project and obtain a return on his investment if the situation digressed yet again. The contracts should not be rendered absurd just because their provisions might seem rather one-sided. Furthermore, Defendants' attempts to disavow characterizations of this transaction as a capital contribution are disingenuous, particularly because Defendants admit that Nissan has always been entitled to at 25% share of equity and to the attendant distributions related to either rental income or sale of the properties.97 If this was a pure loan, Nissan would have no right to distributions.

Consequently, Defendants have failed to demonstrate why the payment provisions of the Convertible Promissory Note and the Loan Agreement—having been accorded their plain meaning—have not been breached.

But Defendants also argue that they have fully performed under the provisions at issue insofar as they have paid $303,000.00 to Nissan,98 such that the element of breach cannot be proved and summary judgment should be denied. The success of this argument, of course, is contingent upon a finding that Nissan only loaned Defendants $302,255.00, such that repayment of $303,000.00 covers the full amount of the loan. But for the reasons already discussed, Defendants have not genuinely disputed the fact that Nissan delivered $375,000.00 to Defendants.99 Thus, Defendants' averment that they have repaid only $303,000.00 is of no avail. Partial payment does not terminate the Defendants' obligation under the Convertible Promissory Note, nor would it give Defendants a right to reduction or set-off.100 Partial payment is just as much a default (breach) as no payment at all.

Regarding breach, Nissan also asserts that Defendants defaulted under § 3.1.4 of the Convertible Promissory Note and § 7.4 of the Loan Agreement when a receiver was appointed to control LTB. Defendants respond by arguing that the text of these provisions does not cover the situation at hand because "Lawyer's Title Building, LLC was not put into a receivership" and because "[a] receiver was appointed over certain property owned by Lawyer's Title Building, LLC and not over the company itself."101 Defendants also dismiss this allegation of default on the basis that full repayment occurred "long before any property owned by Lawyer's Title Building, LLC was placed in receivership."102 Section 3.1.4 of the Note provides that "[t]he (a) institution of bankruptcy, reorganization, liquidation or receivership proceedings by or against either the Borrowers or the Company, or (b) the making of any assignment for the benefit of creditors by or against either the Borrowers or the Company, or (c) if either the Borrowers or the Company becomes insolvent, or (d) any admission by either the Borrowers or the Company of its inability to pay its debts as such debts mature" shall constitute a default under the Note.103 Section 7.4 of the Loan Agreement contains identical language in defining a default under the Loan Agreement.104 Thus, the plain language of the provisions requires only "[t]he institution of . . . liquidation or receivership proceedings by or against" Avi, E & E Capital, Inc., or LTB. Here, it appears both liquidation and receivership proceedings were instituted against LTB when Mr. Weingarten filed his state court action requesting dissolution of LTB and other entities. While that action was pending, all members of LTB requested the appointment of a receiver to manage the property while the state court considered whether to dissolve LTB and liquidate its assets pursuant to sections 2037 through 2040 of the Oklahoma Limited Liability Company Act, Okla. Stat. tit. 18, §§ 2037-2040.105 The Order Appointing Receiver (Dkt. 112-12) appointed a receiver "over the Companies and the Properties" and directed the receiver "immediately [to] take possession and control of each of the Companies, the bank accounts of the Companies, and the Properties and [to] manage, operate, preserve and maintain the Companies and the Properties pending further order of this Court."106 This language directly contradicts Defendant's arguments that a receiver was appointed over LTB's property and not over LTB itself. Ultimately, the state court never dissolved the company or liquidated the assets as part of Mr. Weingarten's lawsuit due to the settlement he reached with Avi, whereby he transferred all his membership Units in LTB to Avi.107 Nevertheless, that does not change the indisputable fact that an event of default occurred when receivership proceedings were instituted. Furthermore, for all the reasons previously discussed about Defendant's failure to genuinely dispute default on the basis of nonpayment,108 Defendant's argument that the loan was repaid in full prior to these receivership proceedings fails. Consequently, the undisputed facts demonstrate default, or breach, of the Convertible Promissory Note and the Loan Agreement on two counts.

Regarding damages as a direct result of breach, the Court has already determined that there is no genuine dispute over the material fact of nonpayment. Furthermore, the Court has already determined that, under the terms of the Convertible Promissory Note and Loan Agreement, Nissan was entitled to demand and has demanded conversion of Defendants' indebtedness into a 50% share in the equity of LTB. Such payment is due and owing, and Nissan is damaged until he receives such payment. Moreover, because LTB no longer owns the real estate, Nissan's ownership of LTB will not run afoul of the Oklahoma Constitution.

Having demonstrated that there are no genuine disputes over the material facts establishing the elements of his breach-of-contract claim, Nissan is entitled to judgment as a matter of law on that claim.

To prevail on his foreclosure claim, Nissan need only establish (1) the existence of a valid security agreement, and (2) a default under the terms of that agreement.109 Nissan has demonstrated the existence of a valid security agreement in the evidence attached to his Motion for Summary Judgment (Dkt. 112), and Defendants have failed to dispute the authenticity of the attached Security Agreement (Dkt. 112-5). Regarding default, the Court has already explained how nonpayment and the institution of receivership proceedings against LTB both constituted defaults under the Convertible Promissory Note and the Loan Agreement. By the terms of the Security Agreement, these also serve as bases for default under the Security Agreement. Thus, Nissan has established both elements of his foreclosure claim and is entitled to judgment as a matter of law.

IT IS THEREFORE ORDERED that Plaintiff Massoud Saghian's Motion for Summary Judgment (Dkt. 112) is hereby GRANTED. Plaintiff's Convertible Promissory Note, Loan Agreement, and Security Agreement are in default and the property described in the Security Agreement should be foreclosed.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that Plaintiff have a judgment of foreclosure for Defendant E & E Capital, Inc.'s 200 membership Units in Stryker Building, L.L.C. f/k/a Lawyer's Title Building, L.L.C., an Oklahoma limited liability company (or whatever other amount of membership Units would render Plaintiff the owner and holder of 50% of all outstanding membership Units). In keeping with the terms of the Convertible Promissory Note, Defendants "shall take such steps as may be necessary" to effect this foreclosure and transfer of ownership. Pursuant to the terms of the Security Agreement (Dkt. 112-5) and Section 6 of the Convertible Promissory Note (Dkt. 112-3), Plaintiff is also awarded costs and reasonable attorneys' fees incurred in collecting under the Note or in exercising his remedy under the Security Agreement, as determined hereafter pursuant to Plaintiff's filing of a Bill of Costs and a motion for attorney fees.

IT IS SO ORDERED.