CTR Partnership, LP v. Prairie Ridge Health & Rehabilitation, LLC et al

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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF KANSAS
CTR PARTNERSHIP, L.P.,
Plaintiff,
v. 	Case No. 25-2331-JWB
PRAIRIE RIDGE HEALTH &
REHABILITATION, L.L.C.; SUMMIT
HEALTHCARE MANAGEMENT, L.L.C.; and
BENJAMIN BRYANT,
Defendants.
MEMORANDUM AND ORDER
This matter is before the court on Plaintiff’s motion for default judgment. 	(Doc. 9.)
Defendants have not filed a response. For the reasons stated herein, the motion is GRANTED IN
PART and DENIED IN PART and Plaintiff is granted leave to re-file a motion for attorney’s fees
and costs within 14 days after entry of judgment in this matter.
I. 	Facts
The facts contained herein are from Plaintiff’s complaint, filed on June 19, 2025. (Doc.
1.) 	CTR Partnership, L.P. (“Plaintiff”) brings this action against Prairie Ridge Health &
Rehabilitation, L.L.C. (“Prairie Ridge”); Summit Healthcare Management, L.L.C. (“Summit”);
and Benjamin Bryant (“Bryant”) (collectively “Defendants”). (Id.) Plaintiff is the landlord of a
nursing facility located in Overland Park, Kansas, who entered a Master Lease with Prairie Ridge
on March 6, 2023. (Id. ¶ 12; see also Doc. 1-1.) The lease required Prairie Ridge to pay monthly
rent and facility-related expenses, including property taxes, insurance, and operating costs, and
granted Plaintiff a security interest in Prairie Ridge’s accounts receivable. (Doc. 1 ¶¶ 13-14; see
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also Doc. 1-1 at 4, 8–10, 43–44.) 	In conjunction with the Master Lease, Summit and Bryant
executed a guaranty (“Guaranty Agreement”) unconditionally guaranteeing Prairie Ridge’s
obligations under the Master Lease on March 6, 2023. (Doc. 1 ¶ 15; see also Doc. 1-2.) 1
Plaintiff later provided two working capital loans to Bryant: $293,820.57 via promissory
note dated January 18, 2024, and $300,000 via promissory note dated February 2, 2024
(collectively “Promissory Notes”). 	(Doc. 1 ¶¶ 16-17; see also Docs. 1-3, 1-4.) 	Shortly after,
Prairie Ridge defaulted on the Master Lease by failing to pay rent and other required expenses.
(Doc. 1 ¶ 18.) Around the same time, Bryant also failed to make required monthly payments under
the Promissory Notes. (Id. ¶ 19.)
On May 8, 2024, Plaintiff notified Defendants that they were in default under the Master
Lease, Guaranty Agreement, and Promissory Notes, and terminated the Master Lease. (Id. ¶ 20.)
As part of the notice, Plaintiff demanded Defendants cooperate in transitioning operations of the
nursing facility to a new operator. (Id. ¶ 21.) The parties then entered an agreement (“Transition
Agreement”) dated June 12, 2024, under which Defendants agreed to use best efforts to cooperate
in the operational transition of the nursing facility to a new operator and to collect and turn over
all of Prairie Ridge’s accounts receivable to Plaintiff pursuant to Plaintiff’s security interest. (Id.
¶¶ 22-24; Doc. 1-5 at 3–4.)
The Transition Agreement identified the repayment amounts owed in escrow under the
Master Lease, and the loan principal and accruing interest under the Promissory Notes—all of
which, as of July 31, 2024, totaled $770,165.78—plus any amounts recouped from the new
operator by third-party payors. (Id. ¶ 25; Doc. 1-5 at 4–5.) As part of the Transition Agreement,
Defendants agreed that these amounts were to be repaid from Defendants’ $136,424.97 security
1 Prairie Ridge and Summit are Kansas limited liability companies. (Doc. 1 ¶¶ 6, 7.) Prairie Ridge and Summit both
have a single member: Benjamin Bryant. (Id.)
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deposit and the proceeds from Prairie Ridge’s collected accounts receivable, all of which
Defendants agreed to turn over to Plaintiff. (Doc. 1 ¶¶ 26-28; Doc. 1-5 at 3–5.) In exchange for
Defendants’ full cooperation under the Transition Agreement, Plaintiff agreed to release them from
guaranty and promissory note obligations and pay Bryant a $150,000 cooperation fee in two
$75,000 installments. (Doc. 1 ¶¶ 29-30; Doc. 1-5 at 6.)
On September 1, 2024, the transition of the nursing facility operations to a new operator
was completed, and pursuant to the Transition Agreement Plaintiff paid Bryant the first $75,000
installment. (Doc. 1 ¶¶ 31-32.) To receive the second $75,000 installment, Defendant Bryant was
required to collect and turn over Prairie Ridge’s accounts receivable. 	(Id. ¶¶ 26-28.) 	Despite
Defendants collecting a significant portion of these receivables—as of August 22, 2024, Prairie
Ridge’s accounts receivable totaled $2,759,384.82—Defendants remitted a single $40,000
payment to Plaintiff and failed to provide any information about collection attempts. (Id. ¶¶ 33-
37.) On June 19, 2025, Plaintiff filed this action. As of the complaint’s filing, there is no indication
that Defendants have paid the amounts due nor turned over control of the accounts receivable.
Plaintiff brought five claims. 	First is a breach of contract against Defendants as to the
Transition Agreement. (Id. ¶¶ 38-44.) Second, Plaintiff seeks a declaration of rights that due to
Defendants’ breach of the Transition Agreement, Plaintiff’s release therein is void. (Id. ¶¶ 45-49.)
Third is a claim of breach of lease against Prairie Ridge as to the Master Lease. (Id. ¶¶ 50-55.)
Fourth is a breach of contract against Summit and Bryant as to the Guaranty Agreement. (Id. ¶¶
56-62.) Fifth, Plaintiff brings a breach of the Promissory Notes against Bryant. (Id. ¶¶ 63-68.)
Plaintiff served Defendants on September 8, 2025, and the summonses were returned
executed on September 12, 2025. (Docs. 4–6.) Based on this date, Defendants had until September
29, 2025, to answer or otherwise respond. See Fed. R. Civ. P. 12(a)(1)(A)(i) (providing 21 days
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to answer after summons and complaint served). 	To date, Defendants have not entered an
appearance, answered, or filed any other form of responsive pleading. 	After applying for and
receiving a clerk’s entry of default, Plaintiff moved for default judgment on November 19, 2025.
(Docs. 7–9.) Plaintiff seeks a judgment against Defendants jointly and severally for the following:
(1) Compensatory damages in the amount of $501,379.63 plus $164.40 per day for
each day between November 5, 2025 and entry of judgment, which amounts
consist of the following: $375,040.72 in principal under the notes, $51,338.91
in accrued interest under the notes through November 4, 2025 plus $164.40 per
day in interest thereafter through entry of judgment, . . .
(2) [R]eturn of $75,000 paid by Plaintiff to Bryant under the Transition Agreement
for Bryant’s anticipated performance of certain obligations under the Transition
Agreement, which Bryant failed to perform;
(3) Post-judgment interest from and after the date of judgment accruing pursuant
to 28 U.S.C. § 1961;
(4) Attorneys’ fees in the amount of $21,279.002; and
(5) Costs in the amount of $1,340.40.3.
(Doc. 9 at 3–4) (citations omitted).
II. 	Standard
Defendants have failed to defend this case. Default judgment may be entered against a
party who fails to appear or otherwise defend. Fed. R. Civ. P. 55. The party must first seek an
entry of default from the clerk and then move for default judgment with the court. Id. The decision
to enter default judgment is “committed to the district court’s sound discretion.” 	Olcott v.
Delaware Flood Co., 327 F.3d 1115, 1124 (10th Cir. 2003). Because Defendants failed to answer,
plead, or otherwise defend this action, they are deemed to have admitted as true the factual
allegations in the complaint. Id. at 1125. However, a mere failure to defend is not sufficient, in
and of itself, to result in default judgment. Miller v. Oklahoma Dep’t of Hum. Servs., No. 23-6119,
2024 WL 2828863, at *4 (10th Cir. June 4, 2024). 	Instead, the court is obligated to determine
whether the allegations in the complaint, taken as true, entitle plaintiff to prevail on some or all of
its claims. 	Id. 	Thus, before entering default judgment against Defendants, the court has an
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affirmative duty to investigate its jurisdiction over the parties. Williams v. Life Sav. & Loan, 802
F.2d 1200, 1203 (10th Cir. 1986); Hukill v. Okla. Native Am. Domestic Violence Coalition, 542
F.3d 794, 797 (10th Cir. 2008) (“[A] default judgment in a civil case is void if there is no personal
jurisdiction over the defendant.”).
Turning to the merits, once default is entered Defendants are not entitled to defend
themselves on the merits and the court must determine whether Plaintiff’s allegations, taken as
true, state a claim against Defendants. 	Kalinich v. Grindlay, No. 14-1120-SCA, 2014 WL
3740439, at *1 (D. Kan. July 30, 2014). 	If there is a sufficient basis for default judgment, that
judgment establishes only liability. 	Hermeris, Inc. v. McBrien, No. 10-2483-JAR, 2012 WL
1091581, at *1 (D. Kan. Mar. 30, 2012). “Damages may be awarded only if the record adequately
reflects the basis for [the] award via a hearing or a demonstration by detailed affidavits establishing
the necessary facts.” Mathiason v. Aquinas Home Health Care, Inc., 187 F. Supp. 3d 1269, 1275
(D. Kan. 2016) (quoting DeMarsh v. Tornado Innovations, L.P., Case No. 08-2588-JWL, 2009
WL 3720180, at *2 (D. Kan. Nov. 4, 2009)). Further, a court may enter a default judgment without
a hearing if the amount claimed is a liquidated sum or one capable of mathematical calculation.
Venable v. Haislip, 721 F.2d 297, 300 (10th Cir. 1983); Hermeris, Inc., 2012 WL 1091581, at *1
(“Damages may be awarded only if the record adequately reflects the basis for award via a hearing
or a demonstration by detailed affidavits establishing the necessary facts.”) (citation omitted).
III. 	Analysis
Plaintiff has sought and received a clerk’s entry of default as required by Rule 55(a). (Docs.
7, 8.) See Watkins v. Donnelly, 551 F. App’x 953, 958 (10th Cir. 2014) (“Entry of default by the
clerk is a necessary prerequisite that must be performed before a district court is permitted to issue
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a default judgment.”). Thus, this court proceeds to the analysis of whether it has jurisdiction and
if Plaintiff’s factual allegations sufficiently state a claim against Defendants.
A. Jurisdiction
For Plaintiff to prevail on the instant motion, the court must have subject matter jurisdiction
over the claims and personal jurisdiction over Defendants. The court considers each in turn.
1. 	Subject Matter Jurisdiction
A federal court “has an affirmative duty to determine whether it has subject matter
jurisdiction” prior to issuing a default judgment. Ross v. Jenkins, 325 F.Supp.3d 1141, 1161 (D.
Kan. 2018) (quoting Olivas v. Bentwood Place Apartments, LLC, No. 09-4035-JAR, 2010 WL
2952393, at *6 (D. Kan. July 26, 2010)). 	One statutory basis for subject matter jurisdiction is
diversity jurisdiction pursuant to 28 U.S.C. § 1332. Section 1332 authorizes federal courts to hear
a case when the parties are completely diverse and the amount in controversy exceeds $75,000.
“Diversity jurisdiction requires complete diversity—no plaintiff may be a citizen of the same state
as any defendant.” Grynberg v. Kinder Morgan Energy Partners, L.P., 805 F.3d 901, 905 (10th
Cir. 2015). To determine whether diversity jurisdiction exists, the court considers each litigant’s
state of citizenship. 28 U.S.C. § 1332(a). “Where, as here, the issue is determined on the basis of
the pleadings and affidavits, that burden may be met by a prima facie showing.” 	IMM, LLC v.
Plankk Techs. Inc., No. 19-cv-02629-CMA, 2020 WL 902320, at *2 (D. Colo. Feb. 25, 2020).
Here, the complaint establishes the court’s subject matter jurisdiction. 	The complaint
alleges that Plaintiff is a Delaware limited partnership with its principal place of business in
California. (Doc. 1 at ¶ 5.) Plaintiff’s partners are CareTrust GP, LLC, a Delaware limited liability
company with its principal place of business in California, and CareTrust REIT, Inc., a Maryland
corporation with its principal place of business in California. The sole member of CareTrust GP,
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LLC is CareTrust REIT, Inc. As such, Plaintiff is a citizen of Maryland and California for diversity
purposes. Siloam Springs Hotel, L.L.C. v. Century Sur. Co., 781 F.3d 1233, 1234 (10th Cir. 2015)
(holding that citizenship of a limited partnership is determined by the citizenship of its partners).
As for Defendants, Prairie Ridge and Summit are Kansas limited liability companies.
(Doc. 1 ¶¶ 6, 7.) 	Prairie Ridge and Summit both have a single member: Benjamin Bryant, an
individual who lives in and is domiciled in Kansas. 	(Id.) 	See Siloam Springs Hotel, LLC, 781
F.3d at 1234 (“[A]n LLC, as an unincorporated association, takes the citizenship of all its
members.”). Additionally, Benjamin Bryant is a defendant in his individual capacity. (Id. ¶ 8.)
Because Benjamin Bryant, who is the sole member of Prairie Ridge and Summit, resides in Kansas,
Defendants are considered citizens of Kansas for diversity purposes. (Id. ¶¶ 6–8.) Accordingly,
there is complete diversity between the parties. The amount in controversy also exceeds $75,000.
Id. § 1332(a). (Doc. 12 ¶ 16.) See Interstate Med. Licensure Compact Comm’n v. Bowling, 113
F.4th 1266, 1274 (10th Cir. 2024) (holding that § 1332’s amount-in-controversy requirement looks
to the allegations in the complaint). Therefore, the court has subject matter jurisdiction over the
case.
2. 	Personal Jurisdiction
The court must also determine if it has personal jurisdiction over Defendants. The record
reflects that Defendant Bryant was properly served—both individually and on behalf of Prairie
Ridge and Summit—with the alias summons on September 8, 2025. (Docs. 4–6.) See K.S.A. §
60-304(e) (explaining that proper service on both an LLC and its officer individually includes
serving the officer). Further, “entering into an express or implied contract . . . to be performed in
whole or in part by either party in [Kansas]” is sufficient to subject an individual and an LLC to
personal jurisdiction. Id. § 60-308(b)(1)(E). Here, Plaintiff’s claims arise out of contracts entered
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into with all Defendants, that were to be performed, at least in part, at the nursing facility in
Overland Park, Kansas. (Doc. 1 ¶ 12.) Accordingly, the court may exercise personal jurisdiction
over each of the three defaulting Defendants. Satisfied that this court has jurisdiction, the court
proceeds to the merits of Plaintiff’s claims.
B. Plaintiff’s Claims Against Defendant
To prevail on default judgment, Plaintiff must allege facts sufficient to state its claims.
However, the court must first determine which state’s laws govern Plaintiff’s claims.
1. 	Choice of Law
In a federal diversity case, the court applies the substantive law of the forum state, including
its conflict-of-laws rules. Emps. Mut. Cas. Co. v. Bartile Roofs, Inc., 618 F.3d 1153, 1170 (10th
Cir. 2010) (citation omitted). Kansas “follows the general rule that the law of the state where the
[] contract is made controls.” Safeco Ins. Co. of America v. Allen, 941 P.2d 1365 (1997). However,
“[w]here the parties to a contract have entered an agreement that incorporates a choice of law
provision, Kansas courts generally effectuate the law chosen by the parties to control the
agreement.” Brenner v. Oppenheimer & Co., 44 P.3d 364, 375 (Kan. 2002). Indeed, “[f]ederal
courts in Kansas routinely enforce the parties’ contractual choice-of-law provisions under Kansas
choice-of-law rules.” Altrutech, Inc. v. Hooper Holmes, Inc., 6 F.Supp.2d 1269, 1273 (D. Kan.
1998).
Here, the Promissory Notes unambiguously state they were “to be governed by and
construed in accordance with the laws of the State of Kansas.” (Docs. 1-3 at 4, 1-4 at 4.) As for
the Transition Agreement, it contains no choice of law provision. (Doc. 1-5.) But under Kansas
law, the law of the forum applies to breach of contract claims unless a party expressly shows a
different forum’s law should govern the dispute. 	Brenner, 44 P.3d at 375; Mirville v. Allstate
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Indem. Co., 71 F.Supp.2d 1103, 1107 (D. Kan. 1999). In any event, where “a party fails to make
‘a clear showing that another state’s law should apply,’ Kansas choice of law principles require a
court to default to Kansas substantive law.” Howard v. Ferrellgas Partners, L.P., 748 F.3d 975,
982 (10th Cir. 2014) (quoting In re K.M.H., 169 P.3d 1025, 1032 (Kan. 2007)). Moreover, Plaintiff
alleges that the Transition Agreement was entered into with Defendants who are Kansas residents,
and it was to be performed in Kansas. 	(Doc. 1 ¶¶ 23 – 32.) 	Therefore, enforcing the parties’
contractual choice-of-law provisions, along with the law of the forum where the contract does not
otherwise have a choice-of-law provision, the court will apply Kansas law in evaluating the
sufficiency of the pleadings to support a breach of contract claim as to the Transition Agreement
and the Promissory Notes.
The Master Lease and Guaranty Agreement contain choice of law provisions requiring
application of Maryland law. (Docs. 1-1 at 47; 1-2 at 9.) Accordingly, when addressing the breach
of contract claims involving the Master Lease and Guaranty Agreement, the court will apply
Maryland law. See Altrutech, 6 F.Supp.2d at 1273 (“Federal courts in Kansas routinely enforce
the parties’ contractual choice-of-law provisions.”).
2. 	Breach of Transition Agreement
In Kansas, a breach of contract claim requires Plaintiff to prove the following elements:
“(1) the existence of a contract between the parties; (2) sufficient consideration to support the
contract; (3) the plaintiff’s performance or willingness to perform in compliance with the contract;
(4) the defendant’s breach of the contract; and (5) damages to the plaintiff caused by the breach.”
Stechschulte v. Jennings, 298 P.3d 1083, 1098 (Kan. 2013) (citing Com. Credit Corp. v. Harris,
510 P.2d 1322, 1325 (Kan. 1973)).
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Here, on June 12, 2024, Plaintiff entered a valid contract with Defendants. 	Its express
terms demonstrate that in exchange for Defendants’ full cooperation under the Transition
Agreement—including collection of and turning over the accounts receivables—Plaintiff agreed
to release them from guaranty and promissory note obligations and pay Bryant a $150,000
cooperation fee in two $75,000 installments. (Doc. 1 ¶¶ 29-30; Doc. 1-5 at 6.) See M West, Inc.
v. Oak Park Mall, L.L.C., 234 P.3d 833, 846 (Kan. Ct. App. 2010) (explaining that a written
agreement containing the parties’ intent to be bound by the agreement’s terms suggests a contract
exists). On September 1, 2024, the operational transition of the nursing facility to a new operator
occurred, and, pursuant to the Transition Agreement, Plaintiff paid Bryant the first $75,000
installment. 	(Doc. 1 ¶¶ 31-32.) 	Retaining this first installment was expressly contingent on
Defendant Bryant fulfilling the entirety of his obligations under the contract—namely, turning
over the accounts receivable. (Doc. 1-5 at 6.) As of August 22, 2024, Prairie Ridge’s accounts
receivable totaled $2,759,384.82. 	(Doc. 1 ¶ 33.) 	Yet despite Defendant Bryant collecting a
significant portion of these receivables, he remitted a single $40,000 payment to Plaintiff and failed
to provide any information about collection attempts. 	(Id. ¶¶ 34-37.) 	In other words, Plaintiff
performed, but Defendants did not. 	Peterson v. Ferrell, 349 P.3d 1269, 1274–75 (Kan. 2015)
(holding a party breaches a contract when it fails to perform its contractual obligations).
Accordingly, Plaintiff suffered damages of $75,000 because Defendants materially breached the
Transition Agreement by failing to turn over all post-transition collections of accounts receivable
to Plaintiff and refusing to provide information regarding the same.
Therefore, the court finds that Plaintiff successfully stated a claim for breach of contract
regarding the Transition Agreement against Defendants.2
2 Count II in Plaintiff’s complaint seeks a declaration of rights that because Defendants’ materially breached the
Transition Agreement, Plaintiff’s release of Defendants’ obligations under the Promissory Notes and Guaranty
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3. 	Breach of Master Lease
Plaintiff alleges a claim for breach of contract regarding the Master Lease, where the choice
of law provision designates Maryland. Specifically, Plaintiff alleges that Prairie Ridge breached
the Master Lease in various manners, including by failing to pay rent and other facility-related
expenses, resulting in damages to Plaintiff. (Doc. 1 ¶¶ 50-55.) The elements of a breach of contract
claim under Maryland law are: (1) offer and acceptance, (2) consideration, (3) definite terms, (4)
performance by the plaintiff, (5) breach, and (6) damages. Spaulding v. Wells Fargo Bank, N.A.,
714 F.3d 769, 777 (4th Cir. 2013); Maslow v. Vanguri, 896 A.2d 408, 421-423 (Md. 2006).
Here, Plaintiff entered a valid Master Lease with Prairie Ridge on March 6, 2023. (Doc. 1
¶ 12; see also Doc. 1-1.) The lease required Prairie Ridge to pay monthly rent and facility-related
expenses in exchange for the right to operate the nursing facility. (Docs. 1 ¶ 13; 1-1 at 4, 8–10.)
Plaintiff performed its obligations by providing Prairie Ridge the leased premises. (Doc. 1 ¶ 12.)
Prairie Ridge breached by failing to meet financial covenants outlined in the lease. (Id. ¶ 18.) As
a result of Prairie Ridge’s breach, Plaintiff suffered damages, including unpaid rent and expenses,
and was forced to terminate the lease and pursue collection efforts. (Id. ¶¶ 18, 20.)
Therefore, the court finds that Plaintiff successfully stated a claim of breach of contract
regarding the Master Lease against Defendant Prairie Ridge.
4. 	Breach of Guaranty Agreement
Agreement is void. (Doc. 1 ¶¶ 45-49.) The court has already found that Defendants failure to turn over and/or provide
information regarding accounts receivable collections to Plaintiff amounted to a material breach of the Transition
Agreement. And the Transition Agreement explicitly states that Defendants will be released from their obligations
under the Promissory Notes and Guaranty Agreement only upon complying with their obligations under the Transition
Agreement. (Doc. 1-5 at 6.) Because they failed to comply with their obligations under the Transition Agreement,
“[t]he release . . . shall be null and void” as a consequence. (Id.) See Godfrey v. Chandley, 811 P.2d 1248, 1250–51
(Kan. 1991) (holding if the contract’s language is unambiguous and can be carried out as written, courts must give
effect to the contractual language when making declarations); Scarlett v. Air Methods Corp., 922 F.3d 1053, 1055
(10th Cir. 2019) (permitting courts to determine whether a contract exists, whether it has been breached, and make
declarations predicate to such determinations).
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Plaintiff alleges breach of contract regarding the Guaranty Agreement, where the choice of
law provision designates Maryland. 	Specifically, Plaintiff alleges that Defendants Summit and
Bryant materially breached the Guaranty Agreement by failing to pay Prairie Ridge’s obligations
under the Master Lease, resulting in damages to Plaintiff. (Doc. 1 ¶¶ 56-62.) The elements for
breach of contract under Maryland law are (1) offer and acceptance, (2) consideration, (3) definite
terms, (4) performance by the plaintiff, (5) breach, and (6) damages. Spaulding, 714 F.3d at 777.
Here, Summit and Bryant entered into a valid Guaranty Agreement with Plaintiff on March
6, 2023. (Doc. 1 ¶ 15; see also Doc. 1-2.) Under the agreement, Summit and Bryant guaranteed
payment and performance of all Prairie Ridge’s obligations under the Master Lease in exchange
for Plaintiff’s willingness to lease the facility to Prairie Ridge. (Doc. 1 ¶ 15.) Plaintiff performed
by leasing the facility to Prairie Ridge. (Id. ¶ 12.) Summit and Bryant breached by failing to pay
and perform Prairie Ridge’s obligations under the Master Lease after Prairie Ridge defaulted. (Id.
¶¶ 18, 60.) As a result, Plaintiff suffered damages in the form of unpaid amounts owed under the
Master Lease that Summit and Bryant were obligated to pay. (Id. ¶ 61.)
Therefore, the court finds that Plaintiff successfully stated a claim for breach of contract
regarding the Guaranty Agreement against Defendant.
5. 	Default on Promissory Notes
In Kansas, an alleged default under a promissory note amounts to a breach of contract. DZ
Bank AG Deutsche Zentral-Genossenschaftsbank v. All Gen. Lines Ins., LLC, No. 10-2126-CM,
2013 WL 1151277, at *1 (D. Kan. Mar. 20, 2013). Therefore, to succeed, Plaintiff must show (1)
the existence of a contract; (2) consideration; (3) performance by the plaintiff; (4) defendant’s
breach of the contract; and (5) damages. City of Andover v. Sw. Bell Tel., L.P., 153 P.3d 561, 565
(Kan. Ct. App. 2007).
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Here, Plaintiff alleges that Bryant defaulted under and therefore materially breached the
Promissory Notes by failing to pay amounts due to Plaintiff. (Doc. 1 ¶¶ 63-68.) Plaintiff’s motion
for default judgment is supported by the affidavit of James Callister, the Chief Investment Officer
for Plaintiff, which addresses all the necessary elements for a breach of contract action. (Doc. 9-
3.) Plaintiff’s motion also cites to the complaint which includes as exhibits the Promissory Notes.
(See Docs. 1-3, 1-4.) Specifically, Plaintiff put forth evidence that Defendant Bryant signed the
Promissory Notes on January 18, 2024, and February 2, 2024, respectively. (Id.) In the Promissory
Notes, Defendant Bryant promised to pay the sum of both notes totaling $593,820.57 with interest
thereon at 12% per annum, to be increased to 16% if he defaulted. (Id.) This money was extended
to finance the working capital needs of Prairie Ridge, which was wholly owned by Bryant, in
exchange for Bryant’s promise to make payments under the loan. 	Bryant failed to make the
payments. 	Finally, Plaintiff has demonstrated that it has been damaged because of the breach
based on the currently outstanding amount of $426,379.63, as of November 4, 2025.
Therefore, the court finds that Plaintiff successfully stated a claim for breach of contract
regarding the Promissory Notes against Defendant Bryant and is entitled to interest accruing from
and after November 5, 2025, at the daily rate of $164.40.
C. Damages
While facts are taken as true in determining liability as part of a default judgment motion,
the same is not true of damages. 	Instead, when damages claimed by Plaintiff are capable of
mathematical calculation, Rule 55(b)(2) allows awarding such damages “only if the record
adequately reflects the basis for [the] award via a hearing or a demonstration by detailed affidavits
establishing the necessary facts.” 	Mathiason, 187 F.Supp.3d at 1275; Fed. R. Civ. P. 55(b)(2)
(stating the district court “may conduct hearings”)). Here, Plaintiff requests damages with post-
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judgment interest along with attorney’s fees and costs. (Doc. 9 at 3–4.) The court will address
each in turn.
1. 	Damages and Post-Judgment Interest
Because the allegations of the complaint are sufficient to establish the elements of each of
Plaintiff’s claims, Plaintiff is entitled to damages. 	Plaintiff seeks actual damages based on
Defendants’ default on the Promissory Notes and breach of the Transition Agreement totaling
$501,379.63,3 along with post-judgment interest pursuant to 28 U.S.C. § 1961. (Doc. 9 at 3–4.)
In light of the evidence in the record, the court finds an award of these damages to be sufficiently
supported.
In a diversity case, state law governs an award of damages. Plaintiff is entitled to recover
damages that “may fairly be considered as arising, in the usual course of things, from the breach
itself, or as may reasonably be assumed to have been within the contemplation of both parties as
the probable result of the breach.” Hochman v. Am. Family Ins. Co., 673 P.2d 1200, 1203 (Kan.
1984); see also Earth Scientists (Petro Servs.) Ltd. v. U.S. Fid. & Guar. Co., 619 F. Supp. 1465,
1475 (D. Kan. 1985). “[I]n order for evidence to be sufficient to warrant recovery of compensatory
damages there must be some reasonable basis for computation which will enable a court or jury to
arrive at an approximate estimate thereof.” Denman v. Aspen Drilling Co., 520 P.2d 1303, 1307
(1974). Contract damages do not have to be established with certainty; however, they “cannot be
too conjectural and speculative to form a sound basis for measurement.” 	Brown v. United
Methodist Homes for the Aged, 815 P.2d 72, 86 (1991).
First, Plaintiff seeks damages under the Promissory Notes. (Doc. 9 at 3–4.) Plaintiff has
alleged that the combined total of the Promissory Notes was originally $593,820.57 and submitted
3 The damages sought by Plaintiff come solely from alleged breaches of the Promissory Notes and the Transition
Agreement. (Doc. 9 at 3-4.) Therefore, the court applies Kansas law where appropriate.
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an affidavit from James Callister, Plaintiff’s Chief Investment Officer, stating that, to date,
Defendants have failed to pay $375,040.72 in principal and $51,338.91 in accrued interest. (Doc.
9-3.) Plaintiff has also submitted a copy of the Promissory Notes which state the total amount lent
by Plaintiff and is signed by Defendant Bryant. (Docs. 1-3, 1-4.) Additionally, the Promissory
Notes indicate that the interest rate would be 16% per annum, which amounts to $164.40 per day
for each day between November 5, 2025, and entry of judgment. (Id.) The court finds the evidence
submitted satisfies the requirements of Rule 55 and therefore enters judgment totaling $426,379.63
with regard to breach of the Promissory Notes.
Second, Plaintiff seeks damages under the Transition Agreement. (Doc. 9 at 3–4.) Here,
Plaintiff has demonstrated by the express terms of the Transition Agreement that in exchange for
Defendants’ cooperation in facilitating the transition of ownership, including turning over the
account receivables and associated collection efforts, that Plaintiff would pay Bryant a $150,000
cooperation fee in two $75,000 installments. (Doc. 1 ¶¶ 29-30; Doc. 1-5 at 6.) Pursuant to the
Transition Agreements terms, Plaintiff paid Bryant the first installment. 	(Doc. 1 ¶¶ 31-32.)
Retaining that first installment was expressly contingent, however, on Defendant fulfilling the
entirety of his obligations under the contract. 	(Doc. 1-5 at 6.) 	Thus, by failing to turn over all
post-transition collections of accounts receivable and refusing to provide information regarding
the same, Bryant was in breach. (Doc. 1 ¶¶ 34-37.) Plaintiff submitted a copy of the Transition
Agreement which substantiates these amounts and is signed by Defendant Bryant, individually,
and on behalf of Summit and Prairie Ridge. (Doc. 1-1 at 93, 95.) The court finds that the evidence
submitted satisfies the requirements of Rule 55 and therefore enters judgment totaling $75,000
with regard to breach of the Transition Agreement.
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Plaintiff also seeks post-judgment interest from and after the date of judgment accruing
pursuant to 28 U.S.C. § 1961. (Doc. 9 at 4.) Post-judgment interest is “calculated from the date
of the entry of the judgment, at a rate equal to the weekly average 1-year constant maturity
Treasury yield . . . for the calendar week preceding[] the date of the judgment.” 	28 U.S.C. §
1961(a). Post-judgment interest is due on the entire amount of the award, including both damages
and prejudgment interest thereon. 	Bancamerica Commercial Corp. v. Mosher Steel of Kansas,
Inc., 103 F.3d 80, 82 (10th Cir. 1996) (“Moreover, the monetary award upon which post-judgment
interest should accrue is the entire award granted by the district court, including the forthcoming
award of prejudgment interest.”). The court finds that Plaintiff is entitled to post-judgment interest.
Based on the foregoing, the court finds an award of $501,379.63 in damages along with
post-judgment interest pursuant to 28 U.S.C. § 1961, to be appropriate.
2. 	Attorneys’ Fees and Costs
Plaintiff also asks this court for costs and attorney’s fees. (Doc. 9 at 4.) Federal Rule of
Civil Procedure 54(d)(2) provides that a motion for attorney’s fees is to be made within fourteen
days after judgment. Judgment has not yet been entered in this case. Further, to award a party
attorney’s fees under Kansas law, the court must determine whether the requested fee amount is
reasonable after considering several factors. See Kan. Penn Gaming, LLC v. HV Props. of Kan.,
LLC, 790 F. Supp. 2d 1307, 1311 (D. Kan.), aff’d, 662 F.3d 1275 (10th Cir. 2011). While Plaintiff
included much of this information as exhibits to the instant motion, counsel is encouraged to
review the factors and include such information to assist the court in making findings regarding
the reasonableness of the fees. 	Therefore, the motion is denied with respect to the request for
attorney’s fees. Plaintiff may file a motion pursuant to Rule 54 after judgment is entered.
IV. 	Conclusion
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THEREFORE, Plaintiff’s motion for default judgment (Doc. 9) is GRANTED IN PART
and DENIED IN PART. Plaintiff may move for attorney’s fees pursuant to Rule 54 after judgment
is entered.
IT IS SO ORDERED. Dated this 27th day of January, 2026.
__s/ John W. Broomes________________
JOHN W. BROOMES
CHIEF UNITED STATES DISTRICT JUDGE
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