Metropolitan Life Ins. Co. v. Golden Triangle, 96-2763

• Court: United States Courts of Appeals. United States Court of Appeals (8th Circuit)
• Citation: 121 F.3d 351
• Docket Number: No. 96-2763,96-2763
• Parties: METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, Plaintiff/Appellant, v. GOLDEN TRIANGLE, a general partnership; Golden Triangle Partners II, a general partnership; Hamilton Associates, a general partnership; Bluffs West Partnership, a general partnership; Bradley A. Hoyt; Steven B. Hoyt; Bruce K. Hoyt; and Michelle L. Hoyt, Defendants/Appellees.
• Decision Date: 29 July 1997

Page 351

121 F.3d 351 38 Fed.R.Serv.3d 401 METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation,
Plaintiff/Appellant,
v.
GOLDEN TRIANGLE, a general partnership; Golden Triangle
Partners II, a general partnership; Hamilton Associates, a
general partnership; Bluffs West Partnership, a general
partnership; Bradley A. Hoyt; Steven B. Hoyt; Bruce K.
Hoyt; and Michelle L. Hoyt, Defendants/Appellees. No. 96-2763. United States Court of Appeals,
Eighth Circuit. Submitted March 14, 1997.
Decided July 29, 1997.

Page 352

Ann Marks Sanford, Minneapolis, MN, argued (Jon M. Hopeman, on the brief), for Plaintiff/Appellant.

Randall Tietjen, Minneapolis, MN, argued (Robert J. Tansey, Jr. and Thomas J. Undlin, on the brief), for Defendants/Appellees.

Before MAGILL ¹ and MURPHY, Circuit Judges, and GOLDBERG, ² Judge.

GOLDBERG, Judge.

Following a nearly two-week trial, a jury found that although the defendants-appellees ("Hoyt") breached a contract with plaintiff-appellant Metropolitan Life Insurance Company ("Met Life"), Met Life had not suffered any damages. Met Life now appeals, but challenges neither the jury's verdict nor the sufficiency of the evidence supporting it. Met Life instead disputes the district court's order denying its pretrial motion for summary judgement. ³ Met Life argues that if the district court had properly confined its analysis to the plain language of the contracts at issue, it would have granted summary judgment in favor of Met Life and awarded damages accordingly. Because we conclude that Met Life cannot challenge the denial of summary judgment after a full trial on the merits of its claim, we affirm the judgment below.

I. Background

In 1990 and 1991, Hoyt borrowed funds from Met Life to develop commercial real estate. The loans were secured, in part, by a mortgage on certain developed commercial properties ("Group III Properties"). In 1993, Hoyt defaulted on these loans. Met Life then initiated foreclosure proceedings, and Hoyt responded by filing for bankruptcy.

In late 1993 and early 1994, Hoyt began to negotiate the sale of some of its properties, including the Group III Properties, with a Real Estate Investment Trust ("REIT"). Yet the REIT was unwilling to purchase them unless Hoyt and Met Life entered into a settlement agreement because the Group III Properties were the subject of an ongoing insolvency proceeding. These negotiations resulted in two agreements, the first between Hoyt and the REIT for the sale of the Group III Properties, and the second between Hoyt and Met Life. Only the second is relevant here.

Under the agreement between Hoyt and Met Life, Met Life was to deliver to Hoyt certain documents that would allow Hoyt to convey the Group III Properties to the REIT unencumbered, in exchange for the "purchase

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price" of the Group III Properties. The contract defined purchase price as $15.5 million "(or such greater sum as is paid by the Purchaser for the Property)...." Appellant's Br.App. at A-28 (Hoyt/Met Life Group III Properties' Agreement). The contract also prohibited Hoyt from entering into an agreement to sell other property with terms that made that sale either directly or indirectly contingent on the closing of the agreement between Hoyt and Met Life.

At the same time, Hoyt entered into a second agreement with the REIT involving the sale of other property owned by Hoyt, unrelated to the Group III Properties ("Group II Properties"). This agreement provided, inter alia, that if the sale of the Group III Properties to the REIT failed to close, then the purchase price for the Group II Properties was to be reduced by $2.5 million in order to compensate the REIT for diminished "value, utility and competitive presence." Appellant's Br.App. at A-166 (Hoyt/REIT Group II Properties' Agreement of Purchase and Sale).

Met Life later discovered the contract for the sale of the Group II Properties and demanded that Hoyt pay it the $2.5 million, arguing that the amount represented additional compensation paid by the REIT to Hoyt for the Group III Properties. When Hoyt refused to pay it the money, Met Life filed this suit, alleging both breach of contract and misrepresentation.

Positing that the language of the Group II Properties' sales and purchase agreement "plainly and expressly" provided that the $2.5 million was to compensate Hoyt for the sale of the Group III Properties, Met Life then moved for summary judgment on its breach of contract claims. Pl.'s Reply Mem. Supp. Mot. Summ. J. at 2. Hoyt opposed the motion, arguing that the $2.5 million was not intended to be consideration for the Group III Properties, but was intended instead to provide assurance to the REIT that Hoyt would diligently pursue a settlement agreement with Met Life. ⁴ On November 2, 1995, the district court issued an order denying the motion for summary judgment because it found that key contract terms were susceptible to more than one interpretation, and thus were ambiguous. Accordingly, it set the case for trial, and the jury ultimately found that, although Hoyt had breached its contract with Met Life, Met Life had not suffered any damages as a result of the breach.

Significantly, Met Life never renewed the argument it set forth in its summary judgment motion by moving for judgment as a matter of law either at the close of evidence or after the jury's verdict. Indeed, when Hoyt moved for judgement as a matter of law after Met Life had presented its evidence, Met Life opposed the motion, arguing that "[there was] a jury question on the meaning of the relevant clauses in the Met/Hoyt agreement, and on the objective intentions of the parties as to the meaning of those clauses. If the jury thinks they are ambiguous, then we have a jury question as well as to what the purpose was of [the $2.5 million provision] in the Group II agreement." Partial Tr. Civil Jury Trial Proceedings at 5 (May 17, 1996) (Jon Hopeman appearing for Met Life). Met Life now asks us to review de novo the district court's decision to deny its motion for summary judgement. ⁵

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For the following reasons, we must decline its request.

II. Discussion

In Johnson Int'l Co. v. Jackson Nat'l Life Ins. Co., 19 F.3d 431 (8th Cir.1994), this Circuit directly addressed whether a denial of summary judgment may be reviewed after a full trial on the merits. The Johnson Int'l Co. court held that a "[a] ruling by a district court denying summary judgment is interlocutory in nature and not appealable after a full trial on the merits." Id. at 434 (citations omitted). It explained that:

The final judgement from which an appeal lies is the judgment on the verdict. The judgment on the verdict, in turn, is based not on the pretrial filings [to support summary judgment] under Federal Rule of Civil Procedure...