Resolution Trust Corp. v. Camp
| Decision Date | 09 July 1992 |
| Docket Number | No. 91-1609,91-1609 |
| Citation | 965 F.2d 25 |
| Parties | RESOLUTION TRUST CORPORATION, As Receiver for First Savings and Loan Association, F.A., Resolution Trust Corporation, As Conservator for First Savings and Loan Association, F.A., Temple, And Resolution Trust Corporation, As Receiver for First America Savings Bank, F.S.B., Fort Smith, Arkansas, Plaintiffs-Appellees, v. L. Bradley CAMP and S. Foster Yancey, Jr., Defendants-Appellants. |
| Court | U.S. Court of Appeals — Fifth Circuit |
Robert M. Greenberg, Dallas, Tex., for defendants-appellants.
Michelle Kosse, Ann S. DuRoss, Asst. Gen. Counsel, FDIC, Washington, D.C., for RTC.
Jamie S. King, Robert J. Clary, Johnson, Bromberg & Leeds, Dallas, Tex., for RTC as receiver for First Federal Sav. & Loan Ass'n, F.A.
Foster Reese, III, Maria Thomas-Jones, Chapman & Reese, Dallas, Tex., for RTC as receiver for First America Sav. Bank, et al.
Appeal from the United States District Court for the Northern District of Texas.
Before WISDOM, REYNALDO G. GARZA, and JONES, Circuit Judges.
In this case, makers of a note in favor of failed lending institutions appeal summary judgment against them, alleging that the district court found in favor of parties which by the time of judgment had been substituted out of the case, that genuine issues of material fact existed, and that the district court failed to give adequate consideration to their affirmative defenses. For the reasons discussed below, we affirm the judgment of the district court.
This action arises out of a dispute on a $500,000 promissory note executed by Defendant-Appellants, L. Bradley Camp and S. Foster Yancey, Jr., on June 11, 1986. The note was jointly payable to three savings and loan associations: First Federal Savings and Loan Association of Waco, Texas ("Waco"); First Federal Savings and Loan Association of Temple, Texas ("Temple"); and First America Federal Savings Bank of Fort Smith, Arkansas ("First America") (collectively "Lenders"), each of which owned a one-third interest in the note. Camp and Yancey did not make payment on the note when it became due on June 11, 1988. On September 9, 1988, the lenders filed suit against Defendant-Appellants in the 191st Judicial District Court of Dallas County, Texas.
On August 11, 1989, Camp and Yancey filed an answer alleging failure to comply with conditions precedent, failure of consideration and fraud as affirmative defenses. On that same date, the action was removed to the federal court.
In July of 1989, the Federal Home Loan Board ("FHLBB") had declared Waco insolvent and appointed the Federal Savings and Loan Insurance Corporation ("FSLIC") as receiver. On that same date, the FHLBB created a new federal mutual savings and loan association, First Savings and Loan Association of Waco, Texas, F.A. ("FSLA"), to which substantially all of the assets of Waco were transferred. FHLBB appointed FSLIC as conservator of FSLA. On August 22, 1989, the FSLIC, in its capacity as conservator for FSLA, by and through its managing agent, the Federal Deposit Insurance Corporation ("FDIC"), along with Temple and First America, filed their Motion for Substitution of Plaintiff and Counsel. The Motion asserted that FSLA had assumed Waco's interest in the note. After the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, P.L. 101-73, 103 Stat. 183 ("FIRREA"), the Office of Thrift Supervision ("OTS") appointed the Resolution Trust Corporation ("RTC") as receiver to replace the conservator of FSLA on June 15, 1990. The RTC as Receiver for FSLA subsequently filed a motion for substitution as plaintiff in place of the RTC as Conservator for FSLA in the action, and on July 26, 1991, the district court granted the motion.
On May 25, 1990, the Director of OTS declared First America insolvent and appointed the RTC as its receiver. On that same date, the Director of OTS also authorized the incorporation of a new federal savings association, First America Savings Bank of Fort Smith, Arkansas ("New First America"), and appointed the RTC as conservator. RTC filed a Motion for Substitution of Plaintiff and Counsel, alleging that substantially all of First America's assets, including interest in the note, had been transferred to New First America. The district court granted the motion on August 20, 1990.
On July 30, 1990, First America, Temple and RTC as receiver for FSLA filed a motion for summary judgment.
On August 24, 1990, the Director of OTS declared Temple insolvent and appointed RTC as its receiver. On that same date, the Director of OTS also authorized the incorporation of a new federal savings association, First Savings and Loan Association of Temple, Texas, F.A. ("New Temple"). On October 15, 1990, the RTC as conservator for New Temple filed a Plea of Intervention, Motion for Substitution of Plaintiff and Substitution of Counsel, alleging that New Temple had acquired substantially all the assets of Temple, including Temple's interest in the note. On November 19, 1990, the district court entered an order substituting New Temple as a party in place of Temple.
On December 7, 1990, the Director of OTS placed New First America into receivership and appointed the RTC as its Receiver. On January 25, 1991, the district court substituted The RTC as Receiver for New First America.
The district court granted summary judgment in favor of plaintiffs on April 5, 1991. This appeal followed.
On October 27, 1983, David M. Roan entered into an agency agreement with William G. Roberds III pursuant to which Roberds was to enter into a joint venture agreement to acquire a 50% interest in the Trinity Boulevard Joint Venture ("Trinity"), with 25% being for Roan's benefit. The joint venture agreement was entered into on October 21, 1983 and was amended and restated on October 31, 1983 by and between Yancey-Camp Management Company, Roberds and Roberds Investment, Inc. Roberds did acquire a 50% interest in Trinity.
Trinity entered into a loan agreement with Texas State Mortgages, Inc. ("TSM"), a wholly owned subsidiary of Waco, in which TSM agreed to lend Trinity up to $23,650,000 for the acquisition and development of real property in Tarrant County, Texas. Trinity executed a note payable to TSM and a deed of trust, which Camp and Yancey signed as guarantors, covering the property to secure this note. TSM transferred the note and deed of trust to Waco, Temple and First America in equal one-third shares.
On January 9, 1984, Roberds, Roan and others entered into the Mainline Pipeline Joint Venture Agreement (the "Mainline Joint Venture"). The Mainline Joint Venture acquired three parcels of the tract which had been acquired by Trinity.
On May 30, 1984, Roberds Investments, Inc. and Yancey-Camp Management Company entered into the Southwest Grapevine Commercial Park Joint Venture ("Grapevine"). On or about May 31, 1984, Grapevine entered into a loan agreement with TSM pursuant to which TSM agreed to lend up to $9,180,000 for the acquisition and development of real property in Tarrant County, Texas. Grapevine executed a note and a deed of trust to secure the Note covering the property in Tarrant County. Camp, Yancey and Roberds guaranteed this note. TSM transferred undivided interests in this note, the deed of trust and the guarantees to Waco (68%) and Village Savings Association (32%).
Roan had other dealings with TSM, Waco, Temple and First America. The Lenders wanted Roan released from any and all liability in connection with the Trinity Joint Venture. Therefore, on June 11, 1986, TSM, Waco, Temple, First America, Trinity, Yancey-Camp Management Company, Roberds Investments, Inc., Roberds, Yancey, Camp, and Roan entered into a Settlement Agreement which released Roberds, and therefore Roan, from liability. As part of the Settlement Agreement, Camp and Yancey executed the note at issue in this case in the amount of $500,000.
When the note came due on June 11, 1988, Camp and Yancey defaulted.
Summary judgment is appropriate if the moving party establishes that there is no genuine issue of material fact and that it is entitled to a judgment as a matter of law. Fed.R.Civ.P. 56(c). In reviewing the district court's grant of summary judgment in favor of Plaintiff-Appellees, we review all issues de novo, applying the same test as did the district court. LeJeune v. Shell Oil Co., 950 F.2d 267, 268 (5th Cir.1992).
The district court's order of April 5, 1991 stated that it found in favor of
plaintiff Resolution Trust Corporation, as Receiver for First Savings and Loan Association, F.A., First Federal Savings and Loan Association of Temple, and First America Federal Savings Bank of Fort Smith, Arkansas ...
Appellants read this as granting summary judgment in favor of Temple and First America, who were no longer part of the action by the date of the district court's judgment. We do not so read the order. The district court clearly said "plaintiff," not "plaintiffs." The district court was plainly ordering summary judgment in favor of the RTC as the substituted party for the three failed entities.
Appellants argue that the district court could not have meant to order summary judgment in favor of the RTC as receiver for Temple and First America because these entities had not filed summary judgment motions. Alternatively, Appellants contend, if the district court did mean to grant summary judgment for RTC as receiver for the latter two entities, it erred because summary judgment motions had not been filed.
We do not agree. A district court may grant summary judgment sua sponte "provided that the losing party has been given adequate notice and opportunity to respond." Scott v. Mississippi Dept. of Corrections, 961 F.2d 77, 79 n. 5 (5th Cir.1992) (quoting Arkwright-Boston Mfrs. Mut. Ins. Co. v. Aries Marine...
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