Mutz v. Citizens State Bank of Maryville, 91-2118

• Decision Date: 17 July 1992
• Docket Number: No. 91-2118,91-2118
• Citation: 966 F.2d 434
• Parties: Austin K. MUTZ and Alice K. Mutz, Appellants, v. CITIZENS STATE BANK OF MARYVILLE, Appellee.
• Court: U.S. Court of Appeals — Eighth Circuit

Page 434

966 F.2d 434

Austin K. MUTZ and Alice K. Mutz, Appellants, v. CITIZENS STATE BANK OF MARYVILLE, Appellee.

No. 91-2118.

United States Court of Appeals Eighth Circuit.

Submitted Jan. 9, 1992.

Decided June 12, 1992.

Rehearing and Rehearing En Banc Denied July 17, 1992.

James P. Tierney, Kansas City, Mo., argued (Douglas Dalgleish, on the brief).

Douglas P. McLeod, Kansas City, Mo., argued (Karl Zobrist, on the brief).

Before RICHARD S. ARNOLD, Chief Judge, McMILLIAN, Circuit Judge, and WELLFORD, ^* Senior Circuit Judge.

RICHARD S. ARNOLD, Chief Judge.

This case arises out of the negotiated settlement of a loan between Austin and Alice Mutz and Citizens State Bank of Maryville. After the loan had been settled and a release executed, the Bank endorsed and deposited into its account two checks made payable to the Mutzes from Pride Pipeline Company, an oil and gas producer which was leasing land owned by the Mutzes, in the amount of $114,181.06. The Mutzes filed suit against the Bank, alleging that this action violated the terms of the mutual release signed by the parties. The Bank denied any wrongdoing and asserted the mutual release as an affirmative defense to the plaintiffs' claims, arguing that its actions were permitted under the terms of the release. Both parties moved for summary judgment. The District Court granted the Bank's motion for summary judgment, holding that the Mutzes' claims were barred by the mutual release. From this decision the Mutzes appeal. We reverse.

I.

The Mutzes have a long history in the oil and gas business. Beginning in 1948, with his operation of small gas stations in and around Maryville, Missouri, Austin Mutz began gradually expanding his position in the industry. During the 1960s, the Mutzes converted their business from operating to leasing stations and purchasing petroleum products for the purpose of resale to retailers. The Mutzes graduated to investing in oil and gas properties in Texas and Kansas during the late 1970s. These investments gave the Mutzes a fractional share in the properties along with the risk and expense of drilling and maintaining the oil wells.

To finance these investments, the Mutzes entered into a series of loan transactions with various Texas banks. As collateral for these loans, the Mutzes executed several deeds of trust and assignments of production covering their investment properties. Included in these assignments were the two leases which produced the disputed checks in this case: the "Ed Ford" leases and the "Double M Ranch" lease.

In the early 1980s, as a result of the drop in the oil market, the Citizens National Bank in Abilene, the bank which held the Mutzes' loan, encouraged the Mutzes to refinance their loan elsewhere. The Mutzes approached Citizens State Bank of Maryville for this purpose. The Bank agreed to refinance their loan if the Mutzes obtained a guarantor. This was accomplished when Mr. Mutz's sister and brother-in-law (the Fosters) allowed their farm to be used as security for the loan. The Mutzes then executed a note for $1,304,677.33 in April of 1982. In addition, the Mutzes executed new assignments to the Bank which provided, as security for the loan, any "proceeds of any sale of oil, gas[,] and other minerals" from the property subject to the deed of trust. Appendix 250. These assignments also covered the "Ed Ford" leases and the "Double M Ranch" lease.

This arrangement between the Mutzes and the Bank proceeded smoothly for a few months. As the oil market worsened in 1983, however, the Mutzes were unable to meet the established loan repayment schedule. ¹ Although the loan was renegotiated several times, the situation did not improve. The Mutzes had, however, reduced the note to approximately $600,000. On August 1, 1987, the Mutzes and the Bank entered into an "Agreement Respecting Indebtedness." Under this agreement, the Mutzes assigned to the Bank the right to sell the collateral used to secure their loan. In return, the Bank agreed not to attempt further collection on the note from the Mutzes. The Bank would look solely to the Fosters for any further repayment. Appendix 268. Assignments given to the Bank, however, did cover "any and all of [the Mutzes'] interests in the above described Leases...." Appendix 288, 291.

After exploring the option of selling the collateral, the Bank decided to hold onto these oil and gas interests. The Bank valued these leases at $120,000. The Bank then entered into negotiations with the Fosters to settle the remainder of the Mutzes' account. The Fosters agreed to convey their farm to the Bank in return for full settlement of the Mutz loan, a return of $100,000 to the Fosters, and a payment to the Fosters of a maximum of $5,000 for legal fees. The Bank eventually sold the farm for $780,000, an amount greater than the remaining balance of the Mutz loan. This amount, coupled with the value of the Mutzes' leases, resulted in the realization of $900,000 for the Bank on the Mutzes' loan.

To complete the loan settlement, the Mutzes, the Fosters, and the Bank entered into a mutual release. The Bank was released from any claims:

in any way relating to or connected with a loan (the "Loan") made by the Bank to the Borrowers and guaranteed by the Guarantors pursuant to a Guaranty Agreement dated April 15, 1982 or any extensions or modifications thereof, or any documents executed by any party hereto in connection therewith or any collection efforts taken by the Bank in connection therewith.

Appendix 299. For their part, the Bank agreed to release the Mutzes and the Fosters from:

any and all manner of actions, causes of action, suits, proceedings, damages whatsoever in law or in equity in any way relating to or connected with the Loan made by the Bank to the Borrowers and guaranteed by the Guarantors pursuant to a Guaranty Agreement dated April 15, 1982 or any extensions or modifications thereof, or any documents executed by any party hereto in connection therewith.

Appendix 299.

On July 27, 1988, more than a month after the mutual release was signed, the Bank received two checks from Pride Pipeline Company, an oil and gas producer operating on some of the property covered by the Mutz leases, in the amount of $114,181.06. These checks, which were made payable to the Mutzes, represented funds earned between September of 1980 and January of 1986. ² The Bank endorsed these checks with a stamp it had previously used to endorse checks payable to the Mutzes and deposited them directly into the Bank's own account. The Bank did not tell the Mutzes about the checks at the time.

When finally informed of this action, the Mutzes sought a return of the funds. Specifically, the Mutzes claimed that the Bank was entitled only to prospective earnings from the Mutzes' leases, i.e., earnings after August 1, 1987, the date the Agreement Respecting Indebtedness was signed. After negotiations failed, the Mutzes filed suit alleging conversion and unjust enrichment. On April 29, 1991, the District Court granted the Bank's motion for summary judgment. The Court held that the mutual release covered the two Pride Pipeline checks, and thus that the Mutzes' claims were barred. This appeal followed.

II.

When deciding a motion for summary judgment, "the plain language of Rule 56(c)" requires the entry of judgment if there is no dispute as to any genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986). In order for there to be a "genuine issue of material fact," the evidence must be "such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 2510, 91 L.Ed.2d 202 (1986). In the present case, the District Court held that summary judgment was appropriate because the Mutzes' claims were governed by the mutual release. Because that document released the Bank from any and all claims the Mutzes may have had arising from the loan transaction, the Court reasoned that the checks, which represented money earned from the Mutzes' leases between 1980 and 1986, were rightfully the Bank's. The Mutzes have appealed, asserting that summary judgment is inappropriate because there are issues of material fact which need to be resolved.

In order to determine whether summary judgment was appropriate, we must focus our attention on the mutual release. Under Missouri law, when construing a release, "the intention of the parties is controlling." Haines v. St. Charles Speedway, Inc., 689 F.Supp. 964, 969 (E.D.Mo.1988), aff'd, 874 F.2d 572 (8th Cir.1989). " 'Any question regarding the scope of a release is to be determined according to what fairly may be said to have been within the contemplation of the parties at the time the release was given.' " Id. (quoting Montrose Savings Bank v. Landers, 675 S.W.2d 668, 670-71 (Mo.App.1984)). This, "in turn, is to be resolved in the light of all the surrounding facts and circumstances under which the parties acted." Williams v. Riley, 243 S.W.2d 122, 124 (Mo.App.1951).

While the Bank is correct when it states that the Mutzes and the Fosters released it from "any and all manner of actions, causes of action, suits, proceedings, damages, claims and demands whatsoever in law or in equity in any way relating to or connected with [the] loan," it is equally true that the Bank made the same promise to the Mutzes. In addition, the Agreement Respecting Indebtedness protected the Mutzes from "any additional action against [them] to seek payment or satisfaction of the debt evidenced by the Note or seek any deficiency against [them] should the sale of the collateral ... result in receipt by the Bank of net proceeds in an amount less than the outstanding balance due on the Note." Appendix 268. In resolving this dispute, the District Court decided that the mutual release protected the Bank in a situation such as this, where past proceeds from oil and gas...