          United States Court of Appeals
                     For the First Circuit


No. 15-1157

                 HARLEY-DAVIDSON CREDIT CORP.,

                      Plaintiff, Appellee,

                               v.

                        MARK B. GALVIN,

                     Defendant, Appellant,

                          RASAIR, LLC,

                           Defendant.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF NEW HAMPSHIRE

        [Hon. Landya B. McCafferty, U.S. District Judge]


                             Before

                      Howard, Chief Judge,
               Lynch and Kayatta, Circuit Judges.


     Timothy Chevalier, with whom McCandless & Nicholson, PLLC,
was on brief, for appellant.
     Mark W. Thompson, with whom Wong Fleming was on brief, for
appellee.


                        December 8, 2015
          LYNCH, Circuit Judge.     Under the terms of a security

agreement assigned to it, Harley-Davidson Credit Corp. ("Harley-

Davidson") seeks to collect $108,681.50 from Mark B. Galvin.

Galvin is the guarantor of a defaulted promissory note on a loan

secured by an interest in a Cessna 421C aircraft ("the Aircraft").

The suit is for the deficiency balance that remained due after

Harley-Davidson repossessed and sold the Aircraft through a third-

party dealer for $155,000.00.

          Galvin disputes the extent of his liability on the

grounds that Harley-Davidson's disposition of the Aircraft was not

"commercially reasonable," a requirement set forth in the security

agreement and Nevada commercial law, which the parties had selected

to govern their contract.

          On a motion for summary judgment, the district court

held that there was no dispute of material fact that the sale was

"commercially reasonable" and entered partial summary judgment in

favor of Harley-Davidson, denying only its request for attorney's

fees. Galvin filed a motion for reconsideration, which was denied.

The court later granted a separate motion by Harley-Davidson for

attorney's fees. Galvin appeals from the entry of summary judgment

and the denial of his motion to reconsider.    We agree with Galvin

that a genuine dispute of material fact exists as to whether the

sale was "commercially reasonable."     We reverse and remand.


                                - 2 -
                                          I.

            On review of summary judgment, we recite the facts in

the light most favorable to the non-moving party and "draw all

reasonable inferences in his favor."               Ray v. Ropes & Gray LLP, 799

F.3d 99, 104 (1st Cir. 2015).              In April 2008, Eaglemark Savings

Bank ("Eaglemark") loaned RASair, a New Hampshire LLC that managed

and operated private aircrafts, $250,000 for the purchase of a

Cessna   421C    Aircraft,       in    exchange     for     an    "Aircraft     Secured

Promissory Note" ("the Note") for the full amount of the loan and

an   "Aircraft      Security      Agreement"        ("the        Agreement")     giving

Eaglemark a first priority interest in the Aircraft.                    Mark Galvin,

a pilot and the owner of RASair, personally guaranteed payment of

the loan.   Eaglemark assigned the Note and the Agreement (together

"the Loan Documents") to Harley-Davidson.

            More    than   two    years       later,   in    August     2010,    RASair

defaulted on the Note.                Exercising its right under the Loan

Documents to sell the Aircraft in order to reduce the balance owed,

Harley-Davidson arranged for Specialty Aircraft Services, Inc.

("Specialty"), a dealer specializing in the sale of repossessed

aircraft, to help.         William O'Brien communicated with Galvin on

behalf of Specialty.

            On August 24, 2010, O'Brien wrote in an email responding

to   Galvin's      question      about    a      potential       sale   price     that,

"[d]epending on the actual paint and boot condition, we will
                                         - 3 -
advertise around 225-230 [thousand] / Expect 180-200 [thousand]

within 90 days."       In that email, O'Brien then asked Galvin about

the Aircraft's annual inspection.          Galvin responded that the plane

would need a "fresh" inspection, elaborated on the Aircraft's

condition, and stated, "[e]verything else good."

            Despite Specialty's request, Galvin did not deliver the

plane to Specialty in 2010.            In January 2011, Galvin emailed

O'Brien to tell him that a mechanic had identified damage to the

plane's rudder caused by exposure to "heavy winds," which had

rendered the Aircraft unmovable.              In March 2011, Galvin emailed

Mark   Strassel,   Director      of   Operations,    Aircraft,   at   Harley-

Davidson,    and   explained     that,    in    coordinating   the    rudder's

repairs, Galvin had looked into having a Cessna dealership, Maine

Aviation, assume responsibility for the sale to see if it "made a

better situation," but that "[he didn't] see any advantage to them

as a broker over your guy in Florida," referring to O'Brien.                On

September 6, 2011, Harley-Davidson repossessed the Aircraft and

moved it to Florida and into Specialty's custody.

            On September 7, 2011, Strassel informed Galvin that one

of the plane's logbooks was missing.              Galvin testified that he

immediately "sent it overnight via UPS, insured for $5,000., [sic]

directly    to   Mr.   O'Brien   per     instructions   received     from   Mr.

Strassel." The parties agree that a missing logbook would decrease

the plane's value.
                                      - 4 -
            Galvin testified that when he called Specialty on behalf

of a potential buyer on November 4, 2011, he learned that while in

Specialty's      possession,    the       Aircraft     had   been     vandalized    and

equipment from its audio panel taken.                  Galvin also testified that

when he then tried to locate advertising materials related to the

Aircraft on Specialty's website and "Controller," a prominent

aircraft sales website where aircraft are listed for sale, he found

none.    Galvin emailed O'Brien, who responded that Specialty was

"looking for bids on the aircraft," but that the plane needed "some

exh[aust]     work,    the     autopilot          is     inop[erable]       and     the

pressurization is only 3.0 differential."                       O'Brien instructed

Galvin to have the buyer call him and said the plane was in fact

listed   on      Controller.          Galvin      testified      that      after    his

communications      with   Specialty        and    O'Brien,      he    "dropped     the

potential buyer."

            On    November     30,     2011,      Harley-Davidson        executed     a

purchase agreement for the plane with an individual buyer for

$155,000.     According to the purchase agreement, the Aircraft was

sold in an "as is" condition, and the buyer waived any warranty

with respect to the plane's "airworthiness."                     In the agreement,

Harley-Davidson       promised       to     replace       the    missing     avionics

components, "a Garmin 530, Garmin 340 and Garmin 327," no later

than December 5, 2011.         An invoice for the avionics as well as

additional repairs is dated December 9, 2011, the same as the
                                          - 5 -
purchase agreement's stated closing date. Following the sale,

Harley-Davidson calculated the outstanding debt, deducted the

costs of repairs to the audio panel, and sent Galvin a letter

requesting $108,681.50.1        Galvin did not pay.

                                     II.

             On October 5, 2012, Harley-Davidson filed a breach of

contract     action   against    Galvin     and    RASair   to   collect   the

$108,681.50 deficiency in New Hampshire district court, pursuant

to 28 U.S.C. § 1332(a) diversity jurisdiction.

             The district court entered default judgment against

RASair on March 12, 2013.        On June 5, 2013, Harley-Davidson moved

for summary judgment against Galvin, Fed. R. Civ. P. 56, which the

court denied without prejudice.           On May 23, 2014, after further

discovery,     Harley-Davidson     renewed        its   motion   for   summary

judgment.     Galvin opposed the motion on the grounds that Harley-

Davidson failed to comply with the Loan Documents and a provision

of the Nevada Commercial Code, Nev. Rev. Stat. Ann. § 104.9610,




     1    The    district   court   explained    Harley-Davidson's
calculations: "The remaining balance was determined as follows in
accordance with paragraph ten of the Aircraft Security Agreement:
At the time of the sale, the total amount due to Harley-Davidson
from RASair was $261,681.50, which included $243,162.98 owed under
the Loan Documents, $7,750 for a Repossession/Broker Fee, $375 in
Escrow Fees, and $12,393.52 in Aircraft Repairs, Storage, and
Maintenance. The Aircraft was sold for $155,000, which resulted
in a remaining balance of $108,681.50."

                                    - 6 -
requiring disposition of collateral after a debtor's default to be

"commercially reasonable."2

             Under Nevada commercial law, which follows the Uniform

Commercial    Code    ("UCC"),   one    method   of   demonstrating    that   a

disposition was "commercially reasonable" is to show that the

disposition     was    conducted       "in   conformity      with   reasonable

commercial practices among dealers in the type of property that

was   the   subject   of   the   disposition."        Nev.   Rev.   Stat.   Ann.

§ 104.9627(2)(c); see U.C.C. § 9-627 (2000).

             On September 4, 2014, the district court granted partial

summary judgment for Harley-Davidson, finding that Galvin had not

raised a genuine issue of material fact as to the commercial

reasonableness of the sale.            Stating that "selling repossessed

collateral through a dealer, if such sale is 'fairly conducted, is

recognized as commercially reasonable,'" Harley-Davidson Credit

Corp. v. Galvin, No. 12-cv-374, 2014 WL 4384632, at *3 (D.N.H.

Sept. 4, 2014) (quoting Jones v. Bank of Nev., 535 P.2d 1279, 1282

(Nev. 1975)), the district court credited that Harley-Davidson had

employed a recognized dealer of repossessed aircraft.                 Although



      2   Nevada Revised Statutes § 104.9610(2) provides as
follows: "Every aspect of a disposition of collateral, including
the method, manner, time, place, and other terms, must be
commercially reasonable.   If commercially reasonable, a secured
party may dispose of collateral by public or private proceedings,
by one or more contracts, as a unit or in parcels, and at any time
and place and on any terms."
                              - 7 -
not expressly stating so, the district court appears to have relied

on that finding in determining that Harley-Davidson satisfied its

initial     burden   at   summary     judgment    to     show   commercial

reasonableness, such that the district court, citing Colonial Pac.

Leasing Corp. v. N & N Partners, LLC, 981 F. Supp. 2d 1345, 1349-

50 n.1 (N.D. Ga. 2013), shifted the burden of proof to Galvin to

raise a genuine issue of material fact.                The district court

rejected Galvin's arguments, inter alia, that Specialty's response

to the vandalism of the Aircraft led to a diminished sales price

and was commercially unreasonable.         The district court held that,

"Galvin has raised no genuine issues of material fact concerning

the commercial reasonableness of the disposition of the Aircraft."

Harley-Davidson Credit Corp., 2014 WL 4384632, at *7. Galvin filed

a motion for reconsideration, which was denied on December 15,

2014.     This appeal followed.

                                    III.

             We review entry of summary judgment de novo, Ray, 799

F.3d at 112, and denial of a motion for reconsideration for abuse

of discretion, Biltcliffe v. CitiMortgage, Inc., 772 F.3d 925, 930

(1st Cir. 2014).

             We hold that the district court's analysis of Harley-

Davidson's motion for summary judgment prematurely shifted the

burden of proof onto Galvin.         Evaluating the record under the

correct standard, we find that a genuine dispute of material fact
                                  - 8 -
exists regarding whether Specialty's handling of the damage to the

Aircraft caused by the vandalism that occurred while in its custody

rendered      Harley       Davidson's     disposition          of   the        Aircraft

commercially unreasonable.           For the reasons explained below, we

reverse the district court's judgment and remand.

A.      Burden of Proof

              Summary judgment is proper "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."                   Fed. R. Civ. P. 56.

When the movant bears the burden of proof at trial, he must

demonstrate every element of his case such that "no reasonable

trier    of   fact   could    find     other    than     for    [him]."    Lopez    v.

Corporación Azucarera de P.R., 938 F.2d 1510, 1516 (1st Cir. 1991)

(quoting Paul v. Monts, 906 F.2d 1468, 1474 (10th Cir. 1990) (per

curiam)).      If he does so, the burden shifts to the nonmovant to

establish that a genuine material dispute exists. See id. at 1517.

              The district court and the parties all agree that Nevada

Revised    Statutes    §    104.9610(2)    places      the     burden     on   Harley-

Davidson to show at trial that the sale of the Aircraft was

"commercially reasonable," and so we assume without deciding that

this interpretation of Nevada law is correct.                  As Harley-Davidson

is the party moving for summary judgment and the party who bears

the burden of proof on the issue of commercial reasonableness at

trial,    Harley-Davidson      bears     the    burden    of    proof     at   summary
                                        - 9 -
judgment to show that no reasonable trier of fact could find other

than that the sale was "commercially reasonable."              See Lopez, 938

F.2d at 1516.

              The district court prematurely shifted the burden of

proof onto Galvin.          Under Nevada law, a creditor may demonstrate

that a sale through a dealer was "commercially reasonable" by

showing that the sale was conducted "in conformity with reasonable

commercial practices among dealers in the type of property that

was   the    subject   of    the    disposition."     Nev.   Rev.   Stat.   Ann.

§ 104.9627(2)(c).      The district court and Harley-Davidson point to

Jones v. Bank of Nevada, 535 P.2d 1279 (Nev. 1975), to suggest

that using a dealer alone meets this requirement.

              Reliance on Jones is misplaced.          In reviewing a sale of

collateral, the Jones court explained the rationale of a trial

court by noting the trial court's quoting of a comment to a former

provision of the UCC.              Id. at 1282.     That comment, no longer

existent in the UCC, stated that a sale through a dealer, if

"fairly conducted, is recognized as commercially reasonable," id.

(quoting UCC § 9-507, cmt.).           But Jones did not hold that using a

dealer      alone   qualifies      a   sale   as   "commercially    reasonable"

regardless of whether the sale was "fairly conducted."               Indeed, it

rather plainly states the opposite: use of a dealer must also be

"fairly conducted."          Id. at 1282.       Harley-Davidson points to no

Nevada authorities supporting the district court's holding that a
                                       - 10 -
creditor's     use   of   a   dealer   alone   demonstrates   commercial

reasonableness, and we find none.3

             The district court erred in shifting the burden of proof

to Galvin.    Cf. Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986)

(holding that when the nonmoving party bears the burden of proof

at trial, the moving party may obtain summary judgment by showing

that "there is an absence of evidence to support the non-moving

party's case").

B.   Genuine Dispute of Material Fact

             Our task is to determine, viewing the record in the light

most favorable to Galvin, whether any reasonable trier of fact

could find other than that the sale was "commercially reasonable"

within the meaning of Nevada Revised Statutes § 104.9610.           See

Lopez, 938 F.2d at 1516.        We conclude that there is a genuine

dispute of material fact, such that a reasonable trier of fact

could find against Harley-Davidson.


     3    We need not and do not decide the weight Nevada law gives
to a creditor's use of a dealer in most circumstances. We note
that even were we to accept Harley-Davidson's suggestion that,
once a dealer is used, it is the debtor's burden to show that the
sale "was in some manner atypical," here, there is more than enough
to find that the circumstances were "atypical." Significant damage
occurred to the plane because of vandalism while in the dealer's
custody; the plane was rendered not airworthy as a result. Under
such conditions, even assuming use of a dealer were as significant
as Harley-Davidson contends, it is not enough for the creditor to
point to the mere fact that a dealer was used, especially where
the governing statute requires that it show "[e]very aspect of a
disposition" was "commercially reasonable." Nev. Rev. Stat. Ann.
§ 104.9610(2).
                               - 11 -
           Harley-Davidson asserts that the sale of the Aircraft

was "commercially reasonable" because of its use of a dealer.              We

have already rejected that fact alone as insufficient.               Rather,

Harley-Davidson must show that in these particular circumstances,

where the repossessed collateral was vandalized while in the

dealer's   care   such   that   the   plane   could   not   be   flown,   that

Specialty's disposition of the Aircraft was "in conformity with

reasonable commercial practices among dealers in the type of

property that was the subject of the disposition." Nev. Rev. Stat.

Ann. § 104.9627(2)(c); see Royal W. Airways, Inc. v. Valley Bank

of Nev., 747 P.2d 895, 897 (Nev. 1987) (per curiam) (holding that

"neglect of the [repossessed] airplane and the change in its market

value" while in the creditor's possession failed to satisfy the

creditor's duty to "dispose" of the collateral and remanding to

determine whether the conduct was commercially unreasonable); Iama

Corp. v. Wham, 669 P.2d 1076, 1079 (Nev. 1983) (scrutinizing

actions of creditor while in possession of collateral).

           Harley-Davidson also contends that Galvin's consent to

using Specialty as a dealer and alleged "participation" in the

sale rendered the sale "commercially reasonable."           Harley-Davidson

has pointed to no Nevada authorities to support this interpretation

of Nevada law.      Rather, relying on Piper Acceptance Corp. v.

Yarbrough, 702 F.2d 733 (8th Cir. 1983) (per curiam) (applying

Arkansas law), a case in which a debtor's lawyer wrote to a
                                  - 12 -
creditor, "go ahead and sell the airplane without our having

checked it further," id. at 734, Harley-Davidson suggests that

express authorization "arguably makes the question of commercial

reasonableness of the sale immaterial," id. at 735.         To begin, the

court in Piper did not hold that consent to sale through a dealer

renders a sale "commercially reasonable."       But in any event, this

case is distinguishable, as there is no evidence on the record

that Specialty ever informed Galvin of the November 30 sale, much

less that Galvin gave his "express authorization."4

           On these arguments, a reasonable trier of fact could

decide against Harley-Davidson.     Furthermore, we agree with Galvin

that there is a genuine dispute of material fact as to whether

Specialty's handling of the sale after the vandalism fell below

the   standard   of   reasonable   commercial   practices    among   such

dealers.   Galvin contends the Aircraft's missing avionics would

likely have turned away buyers.       See Levers v. Rio King Land &



      4   We are also not persuaded by Harley-Davidson's citation
to Ralston-Purina Co. v. Bertie, 541 F.2d 1363 (9th Cir. 1976)
(applying Idaho law).     In Bertie, a chicken farmer's poultry
inventory was repossessed and sold by Ralston-Purina Company for
a supply-feed debt secured by the inventory. Id. at 1364-65. The
trial court made an evidentiary ruling disallowing Bertie's
testimony as an expert for his defense on the basis that he
conceded he was "well informed" about and had "participated in the
disposition of the live chickens," yet "he and his wife had not
attempted to enjoin or restrict" the disposition, despite having
the ability to do so under Idaho law. Id. at 1366. The appeals
court was listing the evidentiary basis for the trial court's
application of Idaho estoppel law -- the case is not on point.
                              - 13 -
Inv. Co., 560 P.2d 917, 920 (Nev. 1977) (considering number of

potential buyers); Jones, 535 P.2d at 1281 (considering seller's

efforts to attract buyers).    The district court found Galvin had

not properly supported that contention because he "simply points

to his own affidavit."   While self-serving affidavits that do not

"contain adequate specific factual information based on personal

knowledge" are insufficient to defeat summary judgment, Spratt v.

R.I. Dep't of Corr., 482 F.3d 33, 39 (1st Cir. 2007) (quoting

Quinones v. Buick, 436 F.3d 284, 290 (1st Cir. 2006)), Galvin's

personal knowledge is backed up by thirty years of experience as

a private pilot, having purchased and sold at least seven aircraft,

and having owned and operated three aviation-related businesses.

He   testified,    "[t]he     missing   avionics   and   resulting

questionability to the history of the aircraft, would turn away

all but those who . . . 'bottom fish' for bargains," resulting in

lower offers.   And beyond his affidavit, the record also contains

the purchase agreement between Specialty and the individual buyer.

Replacement of the avionics was specifically written into that

agreement, which strongly indicates that having the avionics was

important, as the buyer insisted upon their replacement as a

condition of the sale.

          We note that although O'Brien's November 5, 2011, email

states that Specialty was "looking for bids on the aircraft," that

evidence does not show buyers were as interested in the plane as
                               - 14 -
they would have been had the vandalism been corrected prior to

marketing of the plane or had the vandalism been prevented in the

first place.         The fact that "Specialty encouraged Galvin to have

an allegedly interested party contact it about purchasing the

Aircraft," does not alter our conclusion that, in light of all the

evidence, viewed most favorably to Galvin, a reasonable trier of

fact could find Specialty's actions dissuaded buyers.

                 Galvin also contends that Specialty sold the Aircraft

for    an    "unreasonably       lower   sales   price"    as    a   result   of   the

vandalism.5        Under Nevada law, "[a]lthough the price obtained at

the sale is not the sole determinative factor, nevertheless, it is

one of the relevant factors in determining whether the sale was

commercially reasonable."              Levers, 560 P.2d at 920; see also FDIC

v. Moore Pharm., Inc., No. 2:12-cv-00067, 2013 WL 1195636, at *3

(D.    Nev.      Mar.    22,   2013)    ("The   conditions      of   a   commercially

reasonable sale should reflect a calculated effort to promote a

sales price that is equitable to both the debtor and the secured

creditor." (quoting Dennison v. Allen Grp. Leasing Corp., 871 P.2d

288,       291   (Nev.   1994)   (per    curiam))).       Galvin     points   to   the

allegedly low invoice prices Harley-Davidson submitted as evidence


       5  We need not decide how wide a discrepancy in price and
value of collateral must be to trigger "close scrutiny" under
Nevada law, Levers, 560 P.2d at 920, as the vandalism alone gives
us reason enough to scrutinize the sale. And in any case, Nevada
Revised Statutes § 104.9610(2) requires "[e]very aspect of a
disposition of collateral" to be "commercially reasonable."
                              - 15 -
that the Aircraft was not properly repaired, and that if not

properly repaired, it was likely sold as not airworthy and would

have obtained a lower price.    Although Harley-Davidson has argued

the plane was in poor condition and damaged when delivered to

Specialty, it has not disputed Galvin's testimony that the plane

was nonetheless airworthy before the vandalism.       The November 30,

2011, purchase agreement, however, states that the plane is being

sold "as is" and expressly disclaims its "airworthiness."         Given

the facts on the record, there is a genuine dispute of material

fact regarding whether the vandalism's effect on the plane's

airworthiness   may   have   affected   the   price   obtained.    This

conclusion is not altered by damage that already existed at the

time of repossession.   Simply put, a fact-finder could reasonably

conclude that an airworthy craft would attract more interest and

a higher price than would a non-airworthy craft that had been

vandalized, even if the seller promised to repair the known damage.

With the latter craft, the buyer may wonder what else happened to

the plane and has no chance to test it out.6

          Harley-Davidson attempts to show that "Galvin did not

expect the Aircraft to sell for a significantly higher price than

it did," pointing to an email exchange between O'Brien and Galvin



     6    We do not reach Galvin's arguments that the sale was not
an arm's-length transaction or that the plane was not sold in its
"present condition," as they were not raised below.
                              - 16 -
in which O'Brien informed Galvin, "[e]xpect 180-200 within 90

days."   In reply, Galvin responded to O'Brien's other remarks and

then affirmed, "[e]verything else good."     Galvin has not disputed

that he made that statement.    However, he has not admitted that

stating "[e]verything else good," referred to the potential price

and not to the plane's condition being otherwise good.        Galvin

also points to Bluebook values for the make and model of his plane

showing average retail values of approximately $269,000.      It is

possible that a trier of fact may determine that Galvin should not

receive $269,000, and instead should receive at most $200,000, as

the maximum amount he expected.       However, we cannot say that no

reasonable trier of fact would find he should have received more

than $155,000, and that at least some of the difference between

the expected and received value was due to Specialty's handling of

the vandalism.

           Based on these facts, we find Harley-Davidson has failed

to show that no reasonable trier of fact could find other than

that the sale was "commercially reasonable."        Summary judgment

should have been denied.   That said, we note that given the amount

in dispute, we see no reason why the parties should not be able to

resolve this matter without further costly litigation.

           We need not reach Galvin's motion for reconsideration.

                                IV.

           For the reasons stated, we reverse and remand.
                               - 17 -
