Full Opinion

Pursuant to Indiana Appellate Rule 65(E), the trial court and parties shall not take any action in reliance upon this Opinion until it is certified. FILED Oct 22 2026, 8:57 am CLERK Indiana Supreme Court Court of Appeals and Tax Court IN THE Court of Appeals of Indiana David Lee Morgan, Appellant-Defendant v. NextGear Capital, Inc., Appellee-Plaintiff October 22, 2026 Court of Appeals Case No. 26A-PL-935 Appeal from the Hamilton Superior Court The Honorable Jonathan M. Brown, Judge Trial Court Cause No. 29D02-2506-PL-6276 Opinion by Judge Bailey Judges Bradford and Altice concur. Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 1 of 9 Bailey, Judge. Case Summary [1] David Lee Morgan, pro se, appeals the trial court’s order granting the motion for summary judgment filed by NextGear Capital, Inc. (“NextGear”), on its claim for breach of guaranty. Morgan raises several issues, one of which we find dispositive: whether a genuine issue of material fact exists regarding whether NextGear’s disposition of the collateral at issue was commercially reasonable. We answer that question in the affirmative and therefore reverse and remand for further proceedings. Facts and Procedural History [2] The relevant facts are undisputed. On May 10, 2023, Morgan’s Auto Sales LLC (“Dealer”) and NextGear executed a demand promissory note and loan and security agreement (“the Note”), which established a floor plan line of credit for Dealer’s inventory in the principal amount of $100,000. The Note allowed NextGear to accelerate the debt and to repossess inventory collateral in the event of default. The Note also allowed NextGear to recover all reasonable attorney’s fees and collection costs incurred in enforcing the Note. That same day, Morgan, who operates Dealer, and NextGear executed an individual guaranty (“the Guaranty”), pursuant to which Morgan guaranteed to NextGear full and prompt payment of Dealer’s obligations under the Note. [3] In June 2025, NextGear filed a complaint asserting a breach-of-contract claim against Dealer and a breach-of-guaranty claim against Morgan. The complaint Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 2 of 9 alleged in pertinent part that Dealer had defaulted under the Note by failing to make principal and/or interest payments, that NextGear had accelerated the debt, and that Morgan was obligated for the unpaid amount. The complaint requested a judgment in the amount of the indebtedness, plus attorney’s fees and costs, against Dealer and Morgan, jointly and severally. [4] In November, NextGear filed a motion for summary judgment against Morgan. In support of its motion, NextGear designated its complaint, the Note, the Guaranty, Morgan’s answer,1 and the affidavit of Eric Brown, NextGear’s director of credit and collections. In the affidavit, Brown averred that, according to NextGear’s business records, which he had reviewed, NextGear had advanced funds to Dealer “to finance some or all of Dealer’s inventory” and that the advances had “not been fully repaid as agreed[,]” which constituted a default under the Note. Appellant’s App. Vol. 2 at 109. Based on a report that was attached as an exhibit to the affidavit, Brown further averred that the sale of recovered collateral, consisting of nineteen vehicles, “was conducted through an auction[,]” and that, as of September 22, the remaining balance due totaled $49,519.70. Id. at 110. [5] In December, Morgan, pro se, filed a response in opposition to NextGear’s summary judgment motion, in which he asserted that NextGear had failed to provide certain statutory notices, that NextGear had failed to establish that the 1 Morgan’s answer does not appear in the record before us on appeal. Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 3 of 9 disposition of the collateral was commercially reasonable as required by Indiana Code Section 26-1-9.1-610, that NextGear’s accounting was incomplete and unreliable, and that Brown’s affidavit lacked foundation and personal knowledge. In support of his response, Morgan designated his own affidavit, a statement of genuine issues of material fact, NextGear’s complaint, Brown’s affidavit, and the exhibit attached thereto. In his affidavit, Morgan averred that he did not receive any information indicating that the disposition of collateral was conducted in a commercially reasonable manner or any accounting showing the application of auction proceeds to Dealer’s account. [6] In January 2026, NextGear filed a supplemental designation of evidence in support of its summary judgment motion, which consisted in pertinent part of a supplemental affidavit from Brown; a payment report connected with Dealer’s line of credit and maintained by NextGear; and an entry of default judgment against Dealer and in favor of NextGear in the amount of $49,131.39. In his supplemental affidavit, Brown authenticated the payment report, which described the vehicles that were sold by year, make, model, stock number, and VIN suffix; the means of sale, i.e., via an auction conducted by Dealers Auto Auction of East Tennessee, LLC; and the amounts applied for each vehicle to Dealer’s account. [7] In March, after a hearing, the trial court issued an order entering summary judgment against Morgan. The trial court found in pertinent part that there were no genuine issues of material fact as to NextGear’s claim for breach of guaranty against Morgan and that Morgan had not provided any evidence that Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 4 of 9 NextGear’s calculation of the indebtedness was incorrect. Accordingly, the court entered judgment against Morgan in the amount of $49,519.70 plus attorney’s fees, expenses, and costs. Morgan now appeals. Discussion and Decision [8] “Summary judgment is appropriate when there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law.” Kelly v. State, 249 N.E.3d 638, 642 (Ind. Ct. App. 2024) (citing Ind. Trial Rule 56(C)), trans. denied. “The moving party bears the initial burden of making a prima facie showing that it is entitled to summary judgment by designating evidence demonstrating the absence of any genuine issue of material fact on a determinative issue.” Id. “Only then does the burden shift to the non-moving party to come forward with contrary evidence showing a genuine issue for trial.” Id. (citing T.R. 56(E)). [9] We review summary judgment de novo, drawing all reasonable inferences in favor of the non-moving party. Hughley v. State, 15 N.E.3d 1000, 1003 (Ind. 2014). A trial court’s grant of summary judgment is clothed with a presumption of validity, and the losing party bears the burden of persuading us that the trial court erred. Kay v. Irish Rover, Inc., 252 N.E.3d 437, 443 (Ind. Ct. App. 2025), trans. denied. We are not bound by the trial court’s findings and conclusions, Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 5 of 9 and we will affirm the court’s ruling if it can be sustained on any theory or basis in the record. Isgrig v. Trs. of Ind. Univ., 256 N.E.3d 1238, 1244 (Ind. 2025).2 [10] Morgan does not contend that a genuine issue of material fact exists regarding whether Dealer defaulted on the Note or whether he is legally responsible for Dealer’s indebtedness to NextGear, plus attorney’s fees and costs. Instead, he argues, among other things, that NextGear failed to establish that no genuine issue of material fact exists regarding whether the collateral was disposed of in a commercially reasonable manner as required by Indiana Code Section 26-1-9.1- 610.3 That statute provides in pertinent part, (a) After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing. (b) 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. 2 Morgan erroneously asserts that the trial court found that he had waived notice of disposition of collateral, which is not permitted prior to default under Indiana law. Ind. Code § 26-1-9.1-624(a). Because this assertion is erroneous, we do not address it further. 3 NextGear concedes that Morgan placed commercial reasonableness at issue below and that it bore “the burden of establishing that the disposition complied with Article 9.” Appellee’s Br. at 29-30 (citing I.C. § 26- 1-9.1-626(2) and Bank v. Huizar, 178 N.E.3d 326, 339 (Ind. Ct. App. 2021)). Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 6 of 9 Ind. Code § 26-1-9.1-610. [11] Regarding commercial reasonableness, Indiana Code Section 26-1-9.1-627(b) provides, A disposition of collateral is made in a commercially reasonable manner if the disposition is made: (1) in the usual manner on any recognized market; (2) at the price current in any recognized market at the time of the disposition;[4] or (3) otherwise in conformity with reasonable commercial practices among dealers in the type of property that was the subject of the disposition. Morgan asserts that NextGear’s designated evidence “may establish the disposition method and the credits NextGear posted, but it does not establish that the nineteen dispositions were made in the usual manner on a recognized market, at current market prices, or otherwise in conformity with reasonable commercial practices under section 26-1-9.1-627.” Reply Br. at 3. We must agree. 4 Indiana Code Section 26-1-9.1-627(a) provides, The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner. Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 7 of 9 [12] In Hall v. Owen County State Bank, 370 N.E.2d 918, 929 (Ind. Ct. App. 1977), we stated that “whether a sale was held in a commercially reasonable manner is a question of fact.” We further stated that although “in most cases a sale or disposal of collateral to a dealer or on a wholesale market or auction will be commercially reasonable, the answer to this question will generally depend upon the circumstances of each particular case and will therefore be a question of fact for the factfinder in most cases.” Id. at 930. Here, NextGear designated evidence that it disposed of its collateral via auction, but it designated no evidence to establish that the auction was commercially reasonable under Indiana Code Section 26-1-9.1-627 and the circumstances of this case.5 Accordingly, we reverse the trial court’s entry of summary judgment for NextGear and remand for further proceedings. [13] Reversed and remanded. Bradford, J., and Altice, J., concur. 5 NextGear observes that the Note “expressly authorized NextGear to sell repossessed vehicles through a regular or online wholesale automobile auction.” Appellee’s Br. at 32 (citing Appellant’s App. Vol. 2 at 87). But this provision does not (and cannot) waive the commercial reasonableness requirements of Indiana Code Section 26-1-9.1-610(b). See I.C. § 26-1-9.1-602(7) (providing that, with exceptions not relevant here, a “debtor or obligor may not waive or vary the rules stated in [certain] sections[,]” including section 610(b)). Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 8 of 9 APPELLANT PRO SE David Lee Morgan Chuckey, Tennessee ATTORNEYS FOR APPELLEE David J. Jurkiewicz Nathan T. Danielson Seema R. Shah Bose McKinney & Evans LLP Indianapolis, Indiana Court of Appeals of Indiana | Opinion 26A-PL-935 | October 22, 2026 Page 9 of 9