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29D01-2403-PL-002327 Filed: 3/1/2024 4:04 PM
Clerk
Hamilton Superior Court 1 Hamilton County, Indiana
STATE OF INDIANA ) IN THE HAMILTON COUNTY COURTS
)SS:
COUNTY OF HAMILTON ) CAUSE NO.
NEXTGEAR CAPITAL, INC., )
)
Plaintiff, )
v. )
)
PRISTINE AUTO GROUP, LLC., and )
ADAM STEVEN RATCLIFF, )
)
Defendants. )
COMPLAINT
Plaintiff, NextGear Capital, Inc. (“Plaintiff”), by counsel, for its Complaint against
PRISTINE AUTO GROUP, LLC. (“Dealer”) and Adam Steven Ratcliff (“Ratcliff”), states as
follows:
Jurisdiction and Venue
1. Plaintiff is a Delaware corporation with its principal place of business at 11799
North College Ave, Carmel, Indiana 46032.
2. PRISTINE AUTO GROUP, LLC. is a Georgia Limited Liability Company having
a physical address of 403 Highway 74 N Suite B3, Peachtree City, Georgia 30269.
3. Adam Steven Ratcliff is an individual residing at 4190 Gunter Drive, Forest Park,
Georgia 30297.
4. Venue is proper in this Court as the Note, as that term is defined herein, grants the
courts of Hamilton County, Indiana jurisdiction over all matters arising under the Note.
Allegations Common to all Counts
5. Dealer and Plaintiff entered into a Demand Promissory Note and Loan and Security
Agreement (the “Note”) whereby Dealer granted Plaintiff a security interest in all of its assets and
properties wherever located, including, without limitation, all equipment of any kind or nature; all
vehicles, vehicle parts and inventory then owned or thereafter acquired; purchase money
inventory, the purchase of which was financed or floorplanned by Plaintiff for Dealer, of whatever
kind or nature, and all returns, repossessions, exchanges, substitutions, attachments, additions,
accessions, accessories, replacements, and proceeds thereof; all accounts receivable, chattel paper,
and general intangibles then owned or thereafter acquired by Dealer, together with the proceeds
thereof; and all of Dealer’s documents, books and records relating to the foregoing (the
“Collateral”). A true and accurate copy of the Note is attached hereto and incorporated herein as
Exhibit A.
6. Ratcliff executed an Individual Guaranty (the “Guaranty”) in favor of Plaintiff,
whereby Ratcliff guaranteed prompt and full payment to Plaintiff of all liabilities and obligations
of Dealer pursuant to the Note. A true and correct copy of the Guaranty is attached hereto and
incorporated herein as Exhibit B.
7. Plaintiff advanced funds to Dealer and to certain third parties on Dealer’s behalf
for the purchase of inventory as Collateral pursuant to the terms of the Note.
8. The funds advanced by Plaintiff to Dealer and to certain third parties on Dealer’s
behalf have not been fully repaid as agreed.
9. Dealer defaulted under the Note by, inter alia, failing to make payments of principal
and/or interest due thereunder.
10. As a result of the occurrence and continuance of an Event of Default, as that term
is defined in the Note, Plaintiff declared the entire Indebtedness due.
11. As of February 27, 2024, the amounts due and owing under the Note total
$102,189.80, exclusive of attorneys’ fees and costs (the “Indebtedness”).
12. The amount due from Dealer pursuant to the Note has not been paid.
13. As a result of Dealer’s default, Plaintiff has incurred additional expenses under the
Note, including, without limitation, attorneys’ fees and court costs, all of which amounts Plaintiff
is entitled to recover as the holder of the Note.
COUNT I—BREACH OF CONTRACT
14. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1
through 13, the same as if set forth verbatim herein.
15. As set forth above, Dealer defaulted under the Note by, inter alia, failing to make
payments of principal and/or interest due thereunder.
16. Despite demand for payment, Dealer has failed or refused to make payments for
the amounts due and owing under the Note.
17. The Indebtedness is now due and owing and has not been paid by Dealer.
18. Plaintiff owns and holds the Note and all rights to recover thereunder for Dealer’s
breach of contract.
19. All conditions precedent to the right of Plaintiff to recover under the Note have
occurred or have been waived.
COUNT II—BREACH OF GUARANTY
20. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1
through 19 herein, the same as if set forth verbatim herein.
21. As a condition of extending credit to Dealer, Plaintiff required Ratcliff to execute
the Guaranty in favor of Plaintiff, whereby Ratcliff guaranteed prompt and full payment of all
liabilities and obligations of Dealer pursuant to the Note (the “Guaranteed Obligations”).
22. Under the terms of the Guaranty, Ratcliff waived, inter alia, the right to receive
notice of demand of any kind.
23. The Guaranty provides for the recovery of all reasonable costs of collection and
attorneys’ fees.
24. Dealer is in default under the Note, and there are unpaid amounts due and owing
by Dealer, all of which constitute Guaranteed Obligations of Ratcliff.
25. Plaintiff owns and holds the Guaranty and all rights to recover thereunder for
Ratcliff’s breach of guaranty.
26. All conditions precedent to the right of Plaintiff to recover under the Guaranty have
occurred or have been waived.
WHEREFORE, Plaintiff prays that the Court enter a judgment in Plaintiff’s favor and
against PRISTINE AUTO GROUP, LLC. and Adam Steven Ratcliff, jointly and severally, in the
amount of $102,189.80; that Plaintiff be awarded all reasonable post-judgment attorney fees and
court costs that it may incur in the collection of any judgment entered herein; and for all other
relief that is just and proper.
March 1
Date: ___________________, 2024.
Michael G. Gibson (#29665-49)
Tyler Marie Alford (#32495-29)
11799 North College Ave
Carmel, IN 46032
Telephone: (317) 740-3249
Facsimile: (855) 836-8799
Attorneys for NextGear Capital, Inc.
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29D01-2403-PL-002327 Filed: 3/1/2024 4:04 PM Clerk Hamilton Superior Court 1 Hamilton County, Indiana STATE OF INDIANA ) IN THE HAMILTON COUNTY COURTS )SS: COUNTY OF HAMILTON ) CAUSE NO. NEXTGEAR CAPITAL, INC., ) ) Plaintiff, ) v. ) ) PRISTINE AUTO GROUP, LLC., and ) ADAM STEVEN RATCLIFF, ) ) Defendants. ) COMPLAINT Plaintiff, NextGear Capital, Inc. (“Plaintiff”), by counsel, for its Complaint against PRISTINE AUTO GROUP, LLC. (“Dealer”) and Adam Steven Ratcliff (“Ratcliff”), states as follows: Jurisdiction and Venue 1. Plaintiff is a Delaware corporation with its principal place of business at 11799 North College Ave, Carmel, Indiana 46032. 2. PRISTINE AUTO GROUP, LLC. is a Georgia Limited Liability Company having a physical address of 403 Highway 74 N Suite B3, Peachtree City, Georgia 30269. 3. Adam Steven Ratcliff is an individual residing at 4190 Gunter Drive, Forest Park, Georgia 30297. 4. Venue is proper in this Court as the Note, as that term is defined herein, grants the courts of Hamilton County, Indiana jurisdiction over all matters arising under the Note. Allegations Common to all Counts 5. Dealer and Plaintiff entered into a Demand Promissory Note and Loan and Security Agreement (the “Note”) whereby Dealer granted Plaintiff a security interest in all of its assets and properties wherever located, including, without limitation, all equipment of any kind or nature; all vehicles, vehicle parts and inventory then owned or thereafter acquired; purchase money inventory, the purchase of which was financed or floorplanned by Plaintiff for Dealer, of whatever kind or nature, and all returns, repossessions, exchanges, substitutions, attachments, additions, accessions, accessories, replacements, and proceeds thereof; all accounts receivable, chattel paper, and general intangibles then owned or thereafter acquired by Dealer, together with the proceeds thereof; and all of Dealer’s documents, books and records relating to the foregoing (the “Collateral”). A true and accurate copy of the Note is attached hereto and incorporated herein as Exhibit A. 6. Ratcliff executed an Individual Guaranty (the “Guaranty”) in favor of Plaintiff, whereby Ratcliff guaranteed prompt and full payment to Plaintiff of all liabilities and obligations of Dealer pursuant to the Note. A true and correct copy of the Guaranty is attached hereto and incorporated herein as Exhibit B. 7. Plaintiff advanced funds to Dealer and to certain third parties on Dealer’s behalf for the purchase of inventory as Collateral pursuant to the terms of the Note. 8. The funds advanced by Plaintiff to Dealer and to certain third parties on Dealer’s behalf have not been fully repaid as agreed. 9. Dealer defaulted under the Note by, inter alia, failing to make payments of principal and/or interest due thereunder. 10. As a result of the occurrence and continuance of an Event of Default, as that term is defined in the Note, Plaintiff declared the entire Indebtedness due. 11. As of February 27, 2024, the amounts due and owing under the Note total $102,189.80, exclusive of attorneys’ fees and costs (the “Indebtedness”). 12. The amount due from Dealer pursuant to the Note has not been paid. 13. As a result of Dealer’s default, Plaintiff has incurred additional expenses under the Note, including, without limitation, attorneys’ fees and court costs, all of which amounts Plaintiff is entitled to recover as the holder of the Note. COUNT I—BREACH OF CONTRACT 14. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 through 13, the same as if set forth verbatim herein. 15. As set forth above, Dealer defaulted under the Note by, inter alia, failing to make payments of principal and/or interest due thereunder. 16. Despite demand for payment, Dealer has failed or refused to make payments for the amounts due and owing under the Note. 17. The Indebtedness is now due and owing and has not been paid by Dealer. 18. Plaintiff owns and holds the Note and all rights to recover thereunder for Dealer’s breach of contract. 19. All conditions precedent to the right of Plaintiff to recover under the Note have occurred or have been waived. COUNT II—BREACH OF GUARANTY 20. Plaintiff realleges and incorporates by reference the allegations of paragraphs 1 through 19 herein, the same as if set forth verbatim herein. 21. As a condition of extending credit to Dealer, Plaintiff required Ratcliff to execute the Guaranty in favor of Plaintiff, whereby Ratcliff guaranteed prompt and full payment of all liabilities and obligations of Dealer pursuant to the Note (the “Guaranteed Obligations”). 22. Under the terms of the Guaranty, Ratcliff waived, inter alia, the right to receive notice of demand of any kind. 23. The Guaranty provides for the recovery of all reasonable costs of collection and attorneys’ fees. 24. Dealer is in default under the Note, and there are unpaid amounts due and owing by Dealer, all of which constitute Guaranteed Obligations of Ratcliff. 25. Plaintiff owns and holds the Guaranty and all rights to recover thereunder for Ratcliff’s breach of guaranty. 26. All conditions precedent to the right of Plaintiff to recover under the Guaranty have occurred or have been waived. WHEREFORE, Plaintiff prays that the Court enter a judgment in Plaintiff’s favor and against PRISTINE AUTO GROUP, LLC. and Adam Steven Ratcliff, jointly and severally, in the amount of $102,189.80; that Plaintiff be awarded all reasonable post-judgment attorney fees and court costs that it may incur in the collection of any judgment entered herein; and for all other relief that is just and proper. March 1 Date: ___________________, 2024. Michael G. Gibson (#29665-49) Tyler Marie Alford (#32495-29) 11799 North College Ave Carmel, IN 46032 Telephone: (317) 740-3249 Facsimile: (855) 836-8799 Attorneys for NextGear Capital, Inc.