Montana Weiner and Ohana Construction & Property Maintenance, LLC v. Merchant Capital Group, LLC, D/B/A Greenbox Capital Group, LLC

── Montana Weiner and Ohana Construction & Property Maintenance, LLC v. Merchant Capital Group, LLC, D/B/A Greenbox Capital Group, LLC ── Court: Court of Appeals of Arkansas Date: April 22, 2026 Category: General Cite as 2026 Ark. App. 243 ARKANSAS COURT OF APPEALS DIVISION II No. CV-24-777 MONTANA WEINER AND OHANA Opinion Delivered April 22, 2026 CONSTRUCTION & PROPERTY MAINTENANCE, LLC APPEAL FROM THE BENTON APPELLANTS COUNTY CIRCUIT COURT [NO. 04CV-20-388] V. HONORABLE JOHN R. SCOTT, JUDGE MERCHANT CAPITAL GROUP, LLC, D/B/A GREENBOX CAPITAL AFFIRMED APPELLEE RAYMOND R. ABRAMSON, Judge Ohana Construction & Property Maintenance, LLC (Ohana), and Montana Weiner appeal the Benton County Circuit Court order granting summary judgment in favor of Merchant Capital Group, LLC, d/b/a Greenbox Capital (Greenbox) on Ohana and Weiner’s counterclaim. On appeal, they argue that the circuit court erred by finding that Ohana’s merchant cash agreement with Greenbox did not constitute a security. We affirm. Ohana is a construction company, and Weiner owns Ohana and founded the company in 2016. Greenbox provides businesses with short-term financing such as merchant cash advances. On August 7, 2018, Ohana entered into an agreement with Greenbox to sell $12,012 of its future receivables in exchange for $8,400. According to the agreement, Ohana’s average monthly sales were $27,607,1 and Ohana agreed to remit to Greenbox approximately 9.70 percent of its daily receivables until the purchase price was reached.2 The agreement set the daily payment at $130.57and further provided that after Greenbox transferred the purchase price to Ohana, Greenbox would begin making daily automated-clearing-house withdrawals from Ohana’s bank account. The agreement stated that at the end of each month, Ohana could petition Greenbox to change the daily payment on the basis of actual sales that month, and Greenbox had sole and complete discretion to determine whether to allow such a change. Weiner personally guaranteed the agreement. The agreement further provided that Greenbox would have power of attorney over Ohana’s credit-card processor and bank and that Greenbox had a right to access all information regarding Ohana’s transactions with any credit-card processor Ohana ever used or intended to use; Ohana could not assign, convey, or encumber the future receivables; and Greenbox had first priority in Ohana’s tangible and intangible assets. The agreement also provided that Ohana did not intend to temporarily close for the next twelve months, and it 1 In Ohana’s application to Greenbox, it reported average gross monthly revenue of $34,000. 2 The parties dispute whether the agreement constitutes factoring. The supreme court has defined factoring as “[t]he purchase of accounts receivable from a business by a factor who thereby assumes the risk of loss in return for some agreed discount.” Carter v. Four Seasons Funding Corp., 351 Ark. 637, 654, 97 S.W.3d 387, 395–96 (2003) (quoting Webster’s New Third International Dictionary (1961)). A factor buys accounts receivable at a discount, the factor’s seller obtains immediate operating cash, and the factor profits when the face value of the account is collected. Id. (citing Irving Kellogg, The Lawyer’s Use of Financial Statements, 143 (Univ. of Calif. Press 1967)). 2 permitted Greenbox to determine whether Ohana could change its name or location of the business during the agreement. The agreement granted Greenbox permission to enter or stay on Ohana’s premises to inspect operations; access employees, records, or any other items requested; or interview relevant parties. It also required Ohana to conduct business consistent with past practices. On February 4, 2020, Greenbox filed a lawsuit aga