958 F.2d 15 (1st Cir. 1992), 91-1685, Garita Hotel Ltd. Partnership v. Ponce Federal Bank, F.S.B.

Docket Nº:91-1685.
Citation:958 F.2d 15
Party Name:GARITA HOTEL LIMITED PARTNERSHIP, ETC., Plaintiff, Appellant, v. PONCE FEDERAL BANK, F.S.B., et al., Defendants, Appellees.
Case Date:March 05, 1992
Court:United States Courts of Appeals, Court of Appeals for the First Circuit
 
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958 F.2d 15 (1st Cir. 1992)

GARITA HOTEL LIMITED PARTNERSHIP, ETC., Plaintiff, Appellant,

v.

PONCE FEDERAL BANK, F.S.B., et al., Defendants, Appellees.

No. 91-1685.

United States Court of Appeals, First Circuit

March 5, 1992

Heard Feb. 5, 1992.

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Jose R. Franco-Rivera, Hato Rey, P.R., for plaintiff, appellant.

Jorge Segurola, with whom Goldman Antonetti Ferraiuoli & Axtmayer, Hato Rey, P.R., was on brief, for defendant, appellee Ponce Federal Bank.

Before SELYA, Circuit Judge, ALDRICH and BOWNES, Senior Circuit Judges.

SELYA, Circuit Judge.

This appeal comes to us as a procedural motley. Finding a number of loose ends better resolved in the district court, we vacate the judgment and remand for further proceedings.

I.

We limn the travel of the case, mentioning only those events that possess significance for purposes of appellate review.

Plaintiff-appellant Garita Hotel Limited Partnership (Garita) sued in the district court. Its complaint (actually, its amended

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complaint, Garita's original complaint having no lingering importance) named as defendants the Government Development Bank (GDB) and Ponce Federal Bank (P-Bank). The complaint charged that GDB, by letter, a copy of which was annexed to the complaint, agreed to lend Garita $8,000,000 for acquisition and refurbishment of a hotel property, contemplating, however, that P-Bank, or some other financial institution, would lend an additional $6,000,000; that Garita accepted GDB's commitment letter, paying an $800,000 fee; that the defendants "agreed in principle" that P-Bank would lend the entire $14,000,000, subject to the terms of GDB's commitment letter; that Garita fulfilled all the requirements of the letter; but that P-Bank, nevertheless, refused to advance the funds and, rubbing salt in an open wound, demanded immediate repayment on certain "bridge loans" issued in anticipation of the permanent financing. The complaint itemized damages totalling $171,900,000.

In due course, P-Bank filed a pleading entitled "Motion to Dismiss and/or for Summary Judgment." The motion's central thesis was that the suit should be dismissed because, "[a]ccording to the allegations of the complaint," it was GDB, not the movant, that issued the loan commitment. The motion contended "[i]n the alternative" that Garita had failed to comply with a condition precedent to the lenders' obligations.

The district court seized on the "no commitment" ground. It noted that the commitment letter obligated GDB alone to provide the financing and concluded, therefore, that "Ponce Federal Bank was not a party to the contract allegedly breached." Although acknowledging that, under Rule 12(b)(6), a court "may dismiss for failure to state a claim only if it clearly appears, according to the facts alleged, that plaintiff cannot recover on any viable theory," the court found there was "no cause of action against Ponce Federal Bank upon which relief may be granted." A judgment entered reciting that P-Bank's motion to dismiss had been allowed and the case dismissed "for failure to state a claim for which relief may be granted."

The plaintiff promptly sought reconsideration, pointing to documentary evidence showing conclusively that P-Bank had assumed GDB's position and agreed to lend the entire $14,000,000. The district court, in a margin order, denied the motion. This appeal ensued.

II.

The jurisprudence of Civil Rule 12(b)(6) is well...

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