                                       NOT PRECEDENTIAL


        UNITED STATES COURT OF APPEALS
             FOR THE THIRD CIRCUIT
                  _____________

                       No. 10-3309
                      _____________

       MENTE CHEVROLET OLDSMOBILE, INC.,
  f/k/a Mente Chevrolet, Inc. trading as Mente Chevrolet;
MENTE CHRYSLER DODGE, INC.; DONALD M. MENTE

                             v.

                          GMAC

  GMAC INC., now known as ALLY FINANCIAL INC.,
                                           Appellant
                 ______________

      On Appeal from the United States District Court
          for the Eastern District of Pennsylvania
             District Court No. 5-08-cv-02403
      District Judge: The Honorable Juan R. Sanchez
                      ______________

     Submitted Pursuant to Third Circuit L.A.R. 34.1(a)
                   November 10, 2011

 Before: SCIRICA, SMITH, and JORDAN, Circuit Judges

                (Filed: November 15, 2011)

                 _____________________

                        OPINION
                 _____________________
SMITH, Circuit Judge.

      GMAC, Inc. appeals from an order entered by the United States District

Court for the Eastern District of Pennsylvania denying GMAC’s renewed motion

for judgment as a matter of law, after a jury found for Plaintiffs Mente Chevrolet

Oldsmobile, Inc., Mente Chrysler Dodge, Inc., and Donald M. Mente (collectively,

“Mente”) on their breach of contract claim and awarded Mente $4 million in

compensatory damages. For the reasons that follow, we will affirm.1

      GMAC and Mente entered into a contract (the “Financing Agreement”)

financing two of Mente’s car dealerships.     Under the terms of the Financing

Agreement, Mente was responsible for making payments to GMAC “faithfully and

promptly” upon the sale of a car. The Financing Agreement did not define the

phrase “faithfully and promptly.”

      On July 19, 2007, GMAC conducted a surprise audit on Mente’s

dealerships. GMAC asserted that Mente had not made payments on 14 recently

sold vehicles, and declared that Mente was “out of trust.” Mente informed GMAC

that the delay was attributable to the fact that Dawn Johnson, the dealerships’

controller, was on vacation. Johnson, who had previously told GMAC that she

would be on vacation, was the only person who could issue checks on behalf of the




                                        2
dealerships.   Mente requested that GMAC allow Johnson to return from her

vacation to make the required payments, as it regularly had in the past when

Johnson was on vacation. GMAC refused, and demanded immediate payment.

      Because Johnson was not available to make the required payment, GMAC

terminated Mente’s credit lines, notified General Motors and Chrysler that the

credit lines were terminated (preventing Mente from purchasing new vehicles),

seized possession of Mente’s assets, and placed armed guards at the dealerships.

Mente feared that any unpaid debts might lead to arrest and jail time, and asked

GMAC to release the funds needed to pay off their debts. GMAC agreed on the

condition that Mente sign an agreement (the “Forbearance Agreement”) admitting

to defaulting under the Financing Agreement and releasing Mente’s right to sue

GMAC for previous wrongdoings. Mente signed the Forbearance Agreement.

      Mente subsequently brought suit in the United States District Court for the

Eastern District of Pennsylvania, claiming, inter alia, that GMAC breached the

Financing Agreement by declaring Mente out of trust for failing to make payments

“faithfully and promptly.” The case proceeded to a jury trial.

      At trial, GMAC argued that: (1) by signing the Forbearance Agreement,

Mente waived their right to claim a breach of the Financing Agreement; and (2)


1
  The District Court had jurisdiction over this case, which included claims under
federal law, under 28 U.S.C. §§ 1331, 1367. We have final order jurisdiction
                                         3
under the Financing Agreement, GMAC had the right to demand payment

immediately upon sale of a car. Mente argued, among other things, that: (1) the

Forbearance Agreement was not enforceable due to GMAC’s unclean hands; and

(2) the parties’ course of dealings showed that Mente was not obligated to make its

payments immediately upon sale of a car.         Mente also provided evidence of

damages allegedly caused by GMAC’s breach, showing that Mente: (1) suffered

$707,000 in lost profits from sales; (2) lost $1.15 million in the “blue sky” value of

Mente Chevrolet, Oldsmobile, Inc.; and (3) lost $3.259 million in dealer

termination assistance.

      The jury found that GMAC had breached the Financing Agreement. The

jury also found that the Forbearance Agreement was unenforceable as the result of

GMAC’s unclean hands. The jury awarded Mente $4 million in compensatory

damages for GMAC’s breach.

      After the jury delivered its verdict, GMAC renewed its motion for judgment

as a matter of law on the breach of contract claim. GMAC argued, in relevant part,

that: (1) the Financing Agreement was unambiguous and GMAC was entitled to

declare Mente out of trust; (2) the Forbearance Agreement was valid and barred

Mente’s breach of contract claim, despite the jury’s finding of a breach; and (3) the

jury’s damages award was too speculative. The District Court denied GMAC’s


under 28 U.S.C. § 1291.                   4
motion, and GMAC now appeals. We exercise plenary review, and apply the same

standard as the District Court. Curley v. Klem, 499 F.3d 199, 205-06 (3d Cir.

2007). We view “the evidence in the light most favorable to . . . the verdict

winner, and drawing all reasonable inferences in his favor.” See Pitts v. Delaware,

646 F.3d 151, 155 (3d Cir. 2011).

      The District Court was correct that the Financing Agreement was ambiguous

because the contract did not define “faithfully and promptly” and the phrase is

capable of being reasonably understood in more than one way. See Trizechahn

Gateway LLC v. Titus, 976 A.2d 474, 483 (Pa. 2009).2 As a result, the issue

whether the Financing Agreement had been breached was properly submitted to

the jury.3   Id.   Mente’s evidence supported the jury’s interpretation of the

Financing Agreement, and thus supported the jury’s finding of a breach.

      Second, the District Court correctly concluded that the Forbearance

Agreement was not enforceable because the jury found that GMAC had unclean

hands. GMAC argues on appeal that the unclean hands doctrine does not apply

here because Mente’s claim is contractual and not equitable. Here, however, the



2
  The parties agree that Mente’s breach of contract claim is governed by
Pennsylvania law.
3
  GMAC argues that it was entitled to demand immediate payment as a virtue of
another clause in the Financing Agreement. The interaction between that clause
and the “faithfully and promptly” clause, however, is a question of fact that was
                                        5
doctrine is being invoked to defend against GMAC’s request to enforce the waiver

of Mente’s breach of contract claim in the Forbearance Agreement.             Under

Pennsylvania law, a request to enforce a contractual waiver is a request for specific

performance of the contract containing the waiver. See Griest v. Penn. State Univ.

& Dickinson School of Law, 897 A.2d 1186, 1186 (Pa. Super. Ct. 2006)

(considering a request for specific performance of a release of a claim under the

Pennsylvania Human Relations Act); Gateway Center Corp. v. Merriam, 434 A.2d

823, 825 (Pa. Super. Ct. 1981) (considering a request for specific performance of a

release of various legal claims). Specific performance is an equitable remedy, see

Gateway, 434 A.2d at 825, and so can be barred by the doctrine of unclean hands.

In re E.F., 995 A.2d 326, 332 (Pa. 2010) (holding that a party “has no right to

invoke equity [where] he comes before the court with unclean hands”).4 The jury

also found that at least one breach of contract claim accrued after the Forbearance

Agreement was signed, and thus the agreement did not waive all of Mente’s

claims.


properly submitted to the jury. Marshall v. Port Auth., 568 A.2d 931, 943 (Pa.
1990).
4
  GMAC also argues that the doctrine of unclean hands can only be invoked by a
party seeking to defeat a claim for affirmative equitable relief. Pennsylvania
courts, however, have held that any “party seeking equitable relief . . . must come
before the court with clean hands.” Mudd v. Nosker Lumber, Inc., 662 A.2d 660,
663 (Pa. Super. Ct. 1995), cited approvingly in Jacobs v. Halloran, 710 A.2d 1098,
1103 (Pa. 1998).
                                         6
      Finally, the District Court correctly found that the $4 million consequential

damage award was not too speculative. The jury was provided expert testimony

estimating various forms of damage. With this evidence, the jury’s verdict was not

impermissibly speculative under Pennsylvania law. See Kituski v. Corbman, 714

A.2d 1027, 1030 (Pa. 1998).5

      We will affirm the District Court’s order.




5
  GMAC also argues that Donald Mente lacks standing to seek damages for the lost
property value suffered by the dealerships, which were owned by partnership
entities and not by Donald Mente himself. As the District Court noted, however,
the evidence relating to losses in property value was provided to help estimate
Mente’s lost dealer termination assistance, which would have been based in part on
the rental value of the dealership. Moreover, there is no reason to conclude that the
jury awarded Donald Mente damages based on any loss in property value when its
$4 million award was well within the amount calculated by the experts without
including lost property value.
                                         7
