Grant County Sav. & Loan Ass'n, Sheridan, Arkansas v. Resolution Trust Corp.
| Decision Date | 06 July 1992 |
| Docket Number | No. 91-2977,91-2977 |
| Citation | 968 F.2d 722 |
| Parties | GRANT COUNTY SAVINGS & LOAN ASSOCIATION, SHERIDAN, ARKANSAS, Appellee, v. RESOLUTION TRUST CORPORATION, as Receiver for Savers Federal Savings & Loan Association, Resolution Trust Corporation, as Receiver for Savers Savings Association, Appellants. |
| Court | U.S. Court of Appeals — Eighth Circuit |
Harry A. Light, Little Rock, Ark., argued (Munsell St. Clair and Christopher J. Bellotto, Washington, D.C., on the brief), for appellants.
Frank H. Bailey, Mountain Home, Ark., argued, for appellee.
Before FAGG, BOWMAN, and WOLLMAN, Circuit Judges.
In this case, arising out of the failure of a savings and loan association, the Resolution Trust Corporation (RTC) and Grant County Savings & Loan Association (Grant County) brought cross-motions for summary judgment. The district court granted summary judgment in Grant County's favor, Grant County Sav. & Loan Ass'n v. Resolution Trust Corp., 770 F.Supp. 1374 (E.D.Ark.1991), and the RTC appeals. We reverse and remand for entry of judgment in favor of the RTC.
In 1984, Grant County purchased a loan participation in the Woodlake Manor real estate project from Savers Federal Savings & Loan Association (Savers Federal). In 1988, Grant County sued Savers Federal to rescind the loan participation, asserting constructive fraud and breach of fiduciary duty. Grant County had also purchased loan participations in several other real estate projects from Savers Federal. These projects, however, were unrelated to the Woodlake Manor project and were not part of Grant County's lawsuit against Savers Federal.
In 1989, before the Woodlake Manor lawsuit was tried, the Office of Thrift Supervision (OTS) appointed the RTC receiver for Savers Federal. The RTC organized a new federal savings and loan association, Savers Savings Association (Savers Savings), and the OTS appointed the RTC conservator for Savers Savings. Savers Federal and Savers Savings entered into a purchase and assumption agreement. Under the agreement, Savers Savings purchased most of Savers Federal's assets. The assets Savers Savings purchased included accounts receivable totalling more than $210,000 that Grant County owed Savers Federal for expenses associated with the real estate projects in which Grant County had purchased loan participations. Savers Savings also assumed Savers Federal's deposits and secured liabilities. Savers Savings did not, however, assume any liability for the Woodlake Manner project and lawsuit.
In March 1990, Grant County and the RTC, acting in its capacity as receiver for Savers Federal, settled the Woodlake Manor lawsuit. Under the settlement agreement, the RTC issued a receiver's certificate to Grant County for $490,859.24. In return, Grant County conveyed its interest in the Woodlake Manor project to the RTC as receiver for Savers Federal. Grant County also released Savers Federal, Savers Savings, and the RTC as receiver for Savers Federal and as conservator for Savers Savings "from any and all claims relating to the Woodlake Manor project." Id. at 1376.
In April 1990, the RTC as conservator for Savers Savings sold one of the projects in which Grant County owned a participation interest. The RTC withheld $49,992.42 from Grant County's share of the sale proceeds to cover the participation expenses Grant County owed on the property that was sold. Grant County then brought this lawsuit seeking a declaratory judgment that it could offset the amount it owes for the participation expenses, which are represented by the accounts receivable that Savers Savings purchased, against the receiver's certificate the RTC issued when settling the Woodlake Manor lawsuit. The RTC as conservator for Savers Savings counterclaimed seeking recovery of the remaining participation expenses Grant County owed. The parties stipulated that if Grant County does not have an offset right against the receiver's certificate, the RTC is entitled to summary judgment on its counterclaim against Grant County for the participation expenses due as of April 30, 1991. After considering the parties' competing motions, the district court entered summary judgment in Grant County's favor.
On appeal, the RTC reasserts the three defenses it raised in opposition to Grant County's motion for summary judgment. Although we believe each of the RTC's defenses has merit, we need only discuss the RTC's defense that Grant County waived its right to setoff when it entered into the settlement agreement for the Woodlake Manor lawsuit.
The RTC contends the district court committed error in failing to give effect to the plain language of the settlement agreement, which releases Savers Federal, Savers Savings, and the RTC of all claims relating to the Woodlake Manor project and lawsuit. We agree. The district court gave short shrift to the RTC's waiver defense, characterizing the settlement agreement as the RTC's "last hope" and concluding that "the 'boilerplate' language of the settlement agreement ... does not clearly indicate that Grant County ... waiv[ed] [its] right to setoff." Id. at 1384-85. The settlement agreement, however, consists of only seven numbered paragraphs, three of which control the RTC's waiver defense. In pertinent part, those paragraphs state:
4. In consideration of the [Receiver's] Certificate and the dismissal with prejudice of the [RTC's] Counterclaim ... Grant County hereby releases, remises and forever discharges the RTC ... of and from any and all claims, demands, liabilities, controversies or causes of action, of whatsoever nature, in law or in equity, which Grant County has or may have arising out of or relating to the facts and claims set forth in the Action or otherwise with respect to the [Woodlake Manor] Project.
6. For purposes only of paragraph[ ] 4 ... the term "RTC" shall include: (a) the Resolution Trust Corporation in its capacities both as...
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