                                                                  [DO NOT PUBLISH]

                        IN THE UNITED STATES COURT OF APPEALS

                               FOR THE ELEVENTH CIRCUIT           FILED
                                ________________________ U.S. COURT OF APPEALS
                                                                 ELEVENTH CIRCUIT
                                       No. 10-11178                 DEC 02, 2010
                                  Non-Argument Calendar              JOHN LEY
                                                                       CLERK
                                ________________________
                             D.C. Docket No. 0:08-cv-61449-PAS

TEXTRON FINANCIAL CORPORATION,
a Delaware corporation,

lllllllllllllllllllll                                          Plaintiff - Counter-
lllllllllllllllllllll                                          Defendant - Appellee,

versus

RV SALES OF BROWARD, INC.,
a Florida corporation,

lllllllllllllllllllll                                          Defendant - Counter-
lllllllllllllllllllll                                          Claimant - Appellant,

GIGI D. STETLER,
individually,

lllllllllllllllllllll                                          Defendant - Appellant.

                                ________________________

                          Appeal from the United States District Court
                              for the Southern District of Florida
                                ________________________

                                     (December 2, 2010)
Before EDMONDSON, CARNES and MARTIN, Circuit Judges.

PER CURIAM:

       A money lender, Textron Financial Corporation, entered into an inventory

financing arrangement with a recreational vehicle dealer, RV Sales of Broward,

Inc., and its president, sole director, and guarantor, Gigi Stetler.1 Textron and RV

Sales executed a Credit and Security Agreement, providing for Textron to finance

RV Sales’ inventory of recreational vehicles, to pay the manufacturers of those

vehicles, and to receive a security interest in them. The Credit Agreement

incorporated by reference individual invoices that Textron sent to RV Sales for

each vehicle financed, and that agreement also obligated RV Sales to pay Textron

the costs and the interest specified on each invoice.2

       This case stems from a disagreement between Textron and RV Sales over

when it could begin charging the interest on the funds it paid to vehicle

manufacturers. Textron contends it could charge interest from the “interest start”

date printed on each invoice it sent to RV Sales; RV Sales contends that Textron

could only charge interest from the date that it actually paid the sum on the invoice

       1
           This opinion will refer to RV Sales and Stetler collectively as RV Sales.
       2
          At the top of each invoice is a title: “Statement of Financial Transaction.” The parties
refer to the invoices as “SOFTs” or “FTDs.” To avoid a confusing array of acronyms, we will
simply call them the invoices. The parties also call “the Credit and Security Agreement” the
CASA, but we will refer to it as the Credit Agreement.

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to the vehicle manufacturers, which was later than the interest start date on the

invoices. RV Sales defaulted on its payments to Textron. The sole issue on

appeal is whether the parties’ written agreements permitted Textron to charge RV

Sales interest on funds before Textron had actually paid those funds to vehicle

manufacturers.

                                      I.

      After RV Sales defaulted on its payments, Textron filed a lawsuit seeking an

injunction to prevent RV Sales from continuing to sell its inventory of recreational

vehicles. Textron claimed that RV Sales had breached the parties’ Credit

Agreement, and it made a demand on Stetler as the guarantor under that

agreement. Textron also sought immediate possession of RV Sales’ inventory and

an award of damages based on the expenses incurred in the process of

repossession and sale. The district court issued a temporary restraining order

directing RV Sales to return to Textron all of the unsold vehicles that Textron had

financed.

      Later Textron filed a motion for summary judgment on its breach of contract

and breach of guaranty agreement claims. Textron sought the difference between

the amount it had financed and the smaller amount it had recovered from the sale

of the repossessed vehicles, which it described as the “deficiency.” In addition to

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the deficiency amount, it sought the principal owed, interest, attorney’s fees, and

costs. RV Sales counterclaimed, alleging beach of contract, breach of the implied

duty of good faith and fair dealing, and unjust enrichment—all based on the

amount of interest Textron had charged on the funds it had advanced to vehicle

manufacturers on RV Sales’ behalf. The parties did not dispute the amount of the

unpaid principal, but they did dispute the amounts of the deficiency, the costs, and

the interest Textron had charged.

      The district court granted Textron’s motion for summary judgment, holding

that the parties’ agreements permitted Textron to begin charging interest on the

invoice date, which was submitted to RV Sales on the invoices that the Credit

Agreement incorporated by reference. The district court concluded that RV Sales

had consented to the interest start dates that were listed on the invoices because it

did not object to those dates, and under the Credit Agreement no objection meant

acceptance of the terms. Responding to RV Sales’ contention that the agreements

did not permit Textron to begin charging interest until after it had sent the money

for the recreational vehicles to the manufacturers on RV Sales’ behalf, the district

court reasoned that Textron had no duty to disclose to RV Sales the terms of its

separate payment arrangements with the manufacturers. Instead, the agreements

between RV Sales and Textron expressly set the dates for when the interest started

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running, and the dates when Textron made payments to the manufacturers were

irrelevant.

                                        II.

       We review de novo a district court’s grant of summary judgment, applying

the same legal standards as the district court. Chapman v. AI Transp., 229 F.3d

1012, 1023 (11th Cir. 2000) (en banc). “Contract interpretation is a question of

law and is subject to de novo review.” American Cas. Co. of Reading, Pa. v.

Etowah Bank, 288 F.3d 1282, 1285 (11th Cir. 2002). It is undisputed that under

the terms of the parties’ agreements Rhode Island law applies. “[U]nless the terms

of a written contract are ambiguous, it should be interpreted as a matter of law in

accordance with its plain terms.” Rhode Island Depositors Econ. Prot. Corp. v.

Coffey and Martinelli, Ltd., 821 A.2d 222, 226 (R.I. 2003).

      The parties’ agreements permit Textron to charge the interest that it did.

Each invoice set forth the cost of the recreational vehicle being financed along

with a specific interest rate and interest start date. Under the Credit Agreement,

RV Sales agreed to pay those amounts as set forth in each invoice. The Credit

Agreement provides that RV Sales “promises to pay to [Textron] the original

invoice cost (“Invoice Cost”) of each item of Inventory financed or refinanced for




                                          5
[RV Sales] by [Textron] pursuant to each applicable FTD,3 together with interest

and charges on the Invoice Cost and/or fees on the account as specified in each

applicable FTD and this Agreement (collectively, the “Total Debt”).” Doc. 1, Exh.

A at ¶ 3.

      The Credit Agreement also provides that unless RV Sales objected in

writing to an invoice within ten days of the date it was received, RV Sales

accepted the terms of that invoice, and those terms were incorporated into the

Credit Agreement. Id. Specifically, the Credit Agreement states:

      [RV Sales’] failure to notify [Textron] in writing of any objection to a
      particular FTD within ten (10) days of the date such FTD is first made
      available to [RV Sales] shall constitute [RV Sales’] acceptance of all
      the terms thereof; (b) agreement that [Textron] is financing such
      Inventory at [RV Sales’] request; and (c) agreement that such FTD
      will be incorporated herein by reference.

Id. It is undisputed that RV Sales did not object in writing to the invoices it

received from Textron. Those invoices expressly set out the date on which interest

would begin to accrue, which was the same as the invoice date. See, e.g., id. at

Exh. D, “Statement of Financial Transaction,” (“Invoice Date: 06/05/2008” and

“Interest Start: 06/05/2008”). Thus, RV Sales did not object to interest beginning




      3
          The Credit Agreement refers to an invoice as an “FTD.”

                                                6
to run from those specific dates, regardless of when Textron paid the vehicle

manufacturers.4

       The Credit Agreement expressly provided that advances to vehicle

manufacturers would be made solely according to Textron’s discretion and that

RV Sales had no right to expect otherwise based on Textron’s agreements with

manufacturers. Id. at Exh. A, ¶ 2 (“[RV Sales] understands and agrees that each

Advance will be solely at [Textron’s] discretion, and [RV Sales] expressly

disclaims any right to expect otherwise as a result of . . . [Textron’s] arrangements

with any Manufacturer.”). In the Credit Agreement, RV Sales agreed “that its

obligations to [Textron] with respect to collateral financed by [Textron] shall be

absolute and unconditional at all times after [Textron] has advanced or committed

to advance all or any part of the invoice cost of such collateral to the seller

thereof.” Id. at Exh. A., ¶ 5 (capitalization altered and emphasis added). Thus,

according to the express terms of the Credit Agreement, RV Sales was obligated to

pay Textron the invoice cost—which included interest running from a specified

       4
         Under its separate agreements with vehicle manufacturers, Textron committed to pay the
manufacturers ten to fifteen days after the invoice date. Textron did not have an affirmative duty
to disclose to RV Sales the terms of its separate agreements with vehicle manufacturers. If the
parties had wanted certain disclosure requirements, they could have bargained for them and
included them in their written agreements. See Aneluca Assocs. v. Lombardi, 620 A.2d 88, 92
(R.I. 1993) (“Absent illegality, contracting parties are free to bargain as they see fit. When the
bargained-for agreement is reduced to writing, a court may not make a new contract for the
parties or rewrite the existing contract.”) (quotation marks omitted).

                                                7
date—even if Textron had not actually advanced funds to a vehicle manufacturer

but had only “committed to advance” those funds.

      Because the unambiguous terms of the parties’ written agreements obligated

RV Sales to pay the interest that Textron charged, the district court did not err by

granting summary judgment in favor of Textron.

      AFFFIRMED.




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