Romagnoli v. SR Acquisitions—Homestead, LLC, s. 3D16–386 & 3D16–387

• Decision Date: 25 January 2017
• Docket Number: Nos. 3D16–386 & 3D16–387,s. 3D16–386 & 3D16–387
• Citation: 218 So.3d 955
• Parties: Marco ROMAGNOLI and Roberto Romagnoli, Appellants, v. SR ACQUISITIONS—HOMESTEAD, LLC, etc., and SR Acquisitions—Florida City, LLC, etc., Appellees.
• Court: Florida District Court of Appeals

218 So.3d 955

Marco ROMAGNOLI and Roberto Romagnoli, Appellants,

v.SR ACQUISITIONS—HOMESTEAD, LLC, etc., and SR Acquisitions—Florida City, LLC, etc., Appellees.

Nos. 3D16–386 & 3D16–387

District Court of Appeal of Florida, Third District.

Opinion filed January 25, 2017

Arnaldo Velez, for appellants.

Meland Russin & Budwick, P.A., and Eric Ostroff and Joshua W. Dobin, for appellees.

Before SALTER, FERNANDEZ, and LOGUE, JJ.

LOGUE, J.

Despite the complicated relationships between the parties, this case is relatively straightforward. To cut to the chase, Appellees SR Acquisitions–Florida City, LLC and SR Acquisitions–Homestead, LLC (the Noteholders) purchased from Ocean Bank the notes, personal guarantees, and mortgages relating to two properties. The Debtors on these instruments defaulted and the Noteholders foreclosed on both properties. The Noteholders did not join the guarantors in the foreclosure action. By a concatenation of events, the investors behind the Noteholders who were foreclosing on the notes also appear to have a majority interest in the Debtors whose properties were being foreclosed upon.¹ Not surprisingly, the borrower entities provided no defense and the Noteholders successfully foreclosed and obtained substantial deficiency judgments.

In the underlying cases, the Noteholders then sued the Guarantors–Appellants Marco Romagnoli and Roberto Romagnoli–to collect the deficiency judgments. The trial court entered summary judgment for the Noteholders and against the Guarantors finding that the Guarantors were estopped from challenging the amount of the deficiency judgments and barred from raising equitable defenses. The Guarantors appealed. We reverse.

Turning to the first issue, we hold that the Guarantors are not estopped from challenging the amounts of the deficiency judgments in subsequent actions at law on their guarantees. The Noteholders could have joined the Guarantors in the foreclosure action but chose not to. As a result of their choice, there can be no collateral estoppel (also known as judicial estoppel) under Florida law because the required identity of the real parties in interest is missing since the Guarantors were not parties to the foreclosure. Khan v. Simkins Indus., Inc. , 687 So.2d 16, 17–18 (Fla. 3d DCA 1996) (noting that individuals who were parties to foreclosure in their corporate capacity were not estopped from challenging amount of deficiency judgment in subsequent action at law on their personal guarantees because the required identity of parties was missing). This result comports with the economic reality that many foreclosures involve defaulting single-asset entities, like those here, that have little or no incentive to contest the foreclosure or litigate the amount of the deficiency judgment.

Turning to the second issue, while recognizing that an action to foreclose sounds in equity, in contrast to an ...