16 F.3d 371 (10th Cir. 1994), 92-5141, F.D.I.C. v. Inhofe

Docket Nº:92-5141.
Citation:16 F.3d 371
Party Name:FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Appellee, v. James M. INHOFE, an individual, Defendant-Appellant.
Case Date:February 08, 1994
Court:United States Courts of Appeals, Court of Appeals for the Tenth Circuit

Page 371

16 F.3d 371 (10th Cir. 1994)

FEDERAL DEPOSIT INSURANCE CORPORATION, Plaintiff-Appellee,

v.

James M. INHOFE, an individual, Defendant-Appellant.

No. 92-5141.

United States Court of Appeals, Tenth Circuit

February 8, 1994

Page 372

C. Allen Foster, of Patton, Boggs & Blow, Greensboro, North Carolina (Eric C. Rowe of Patton, Boggs & Blow, Greensboro, North Carolina, and Lee I. Levinson, Tulsa, Oklahoma, with him on the briefs), for Defendant-Appellant.

Sidney G. Dunagan (John Henry Rule, on the brief), of Gable & Gotwals, Tulsa, Oklahoma, for Plaintiff-Appellee.

Before EBEL, SETH, and KELLY, Circuit Judges.

SETH, Circuit Judge.

This is an appeal from a summary judgment for the Federal Deposit Insurance Corporation (FDIC) in an action brought by the FDIC (which had taken over the Bank of Commerce and Trust of Tulsa in May of 1986) against Mr. James M. Inhofe on his guaranties of obligations of a defunct borrower of the Bank, Quaker Life Insurance Company. The judgment was for about $663,500.

The FDIC Complaint sought recovery under the guaranties by Inhofe on the notes and leases for the balances due from Quaker. A claim for attorney fees provided in the note or notes is also asserted.

The basic issues on appeal center on a "Settlement Agreement", signed by the FDIC and the Oklahoma State Receiver of Quaker. This recited the parties' intent to thereby resolve all their disagreements. The guarantor, the Defendant herein, was not a party to the Agreement nor mentioned by name therein, nor was his particular relationship to the subject matter stated. It is necessary to describe at some length the evolving relationships of the several participants and the conclusion thereof.

Page 373

As mentioned, this litigation developed from a financial transaction involving a borrower (Quaker), a lender (the Bank), and a guarantor (Inhofe). It continued with the borrower's changing obligations to the lender. The guaranties of Inhofe were continuing ones. See Rucker v. Republic Supply Co., 415 P.2d 951 (Okla.). The relationships among the three were initially created and controlled by several promissory notes, some lease obligations, and by several guaranty agreements of the notes and lease obligations. The obligations on the notes changed as time went on.

However, the Bank failed on May 8, 1986 and the borrower Quaker failed on August 6, 1986. With the failure of the Bank the FDIC succeeded in one capacity to the Bank's position as liquidator and in its other capacity as purchaser of the Bank's assets. An Oklahoma State Receiver took over the position and assets of the borrower, Quaker, upon its failure. Inhofe remained as guarantor of Quaker's obligations. After the failures these relationships were initially controlled by the same instruments except, of course, the obligations of Quaker were delinquent--both as to the lease payments and on the notes. Inhofe's obligation remained the same.

Quaker, in addition to the guaranties by Defendant of the note and leases of Quaker, had put up as collateral to the Bank a group of notes receivable from third parties payable to Quaker. The Bank apparently held a perfected security interest in these notes (although this is disputed by the FDIC). The total face amount of the notes was over one million dollars. The handling of this collateral is an issue in the case.

The FDIC-Receiver relationship was however changed when they each signed what was titled "Settlement Agreement" in May 1987. This Agreement recited as its purpose (after describing some disagreements between the parties):

"WHEREAS, the parties hereto desire to resolve all matters of controversy between them in an expeditious and cost-effective manner consistent with the best interests of the insolvent estate represented by these parties; ...."

Before the above quoted paragraph the following is a recitation of disagreements:

"WHEREAS, the FDIC has made a claim against the Quaker receivership estate for indebtedness incurred by Quaker to the Bank on account of a certain promissory note no. 74716, and a certain personal property lease no. 1120, and;

"WHEREAS, Quaker's Receiver disputes the FDIC's claim, challenging the propriety of an offset made by the FDIC...

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