U.S. Bank Nat'Lass'N v. Ansley
| Decision Date | 28 December 2016 |
| Docket Number | No. 2 CA-CV 2015-0101,2 CA-CV 2015-0101 |
| Parties | U.S. BANK NATIONAL ASSOCIATION, Plaintiff/Appellee, v. F. CHRISTOPHER ANSLEY; STARR PASS HOLDINGS, LLC; AND STARR PASS RESIDENTIAL, LLC, Defendants/Appellants, and STARR PASS RESORT DEVELOPMENTS, LLC, Defendant/Appellant/Counterclaimant. |
| Court | Arizona Court of Appeals |
Appeal from the Superior Court in Pima County
The Honorable Charles V. Harrington, Judge
APPEAL DISMISSED
By Brian Schulman, Dean C. Waldt, and Craig C. Hoffman
Starr Pass Residential, LLC
EasonRohde LLC, Denver
By Bruce E. Rohde
and
Stephen J. Gonzalez, Tucson
Developments, LLC
MEMORANDUM DECISIONJudge Espinosa authored the decision of the Court, in which Presiding Judge Howard and Judge Staring concurred.
¶1 Appellants F. Christopher Ansley, Starr Pass Residential, LLC, Starr Pass Holdings, LLC and Starr Pass Resort Developments, LLC (SP Developments) appeal from the trial court's $180,853,741.97 judgment entered against Ansley in favor of appellee U.S. Bank National Association and "all prior Rulings and Orders subsumed by and forming the basis of the Judgment." Because we lack jurisdiction over this appeal, we dismiss.
¶2 On August 11, 2006, SP Developments entered into a loan agreement with U.S. Bank's predecessor-in-interest, Column Financial Inc. Pursuant to that agreement, Lender1 secured repayment of the promissory note through various liens, security interests, assignments of rent, and through the terms and provisionsincluded therein. Ansley executed a Guaranty Agreement, which "unconditionally guarantee[d]" to Lender the payment of "Guaranteed Obligations," including the full recourse obligations and liabilities of SP Developments under the Loan Agreement.
¶3 The Loan Agreement was secured by a deed of trust, which provides Lender with a security interest in the real property owned by SP Developments at the time the loan was issued, including the hotel, golf course, and "Block 14," which contained an overflow parking lot for the hotel and the maintenance facility for the golf course. When the parties entered into the agreement, SP Developments was constructing a new parking garage to replace the temporary parking lot on Block 14. Under the agreement's terms, Block 14 could eventually be released from Lender's collateral if the conditions set forth in Section 5.2.10 of the agreement were satisfied or if Lender provided consent to the transfer. Otherwise, the agreement prohibited SP Developments from encumbering or transferring the property secured by the deed of trust.
¶4 In August 2009, after completion of the new garage, SP Developments conveyed Block 14 to SP Residential by warranty deed without Lender's written consent and without fully satisfying all of the conditions set forth in Section 5.2.10 of the Loan Agreement. The warranty deed contained no deed restrictions and warranted SP Developments had "title against all persons whomsoever." Almost two years later in May 2011, SP Developments executed and recorded a Sixth Amendment to the Starr Pass Homeowners Association's (HOA) Master "Covenants, Conditions, Restrictions, and Easements" (CC&Rs) that subjected the resort to an annual HOA assessment obligation and secured the assessment obligation by imposing a lien on the resort.2 The resort had previously been exempt from assessments under the terms of the Master CC&Rs.
¶5 In October 2011, Lender, through a "special servicer," filed a complaint against SP Developments, alleging it had breached the terms of the "Loan Documents" and was in default. In June 2012, Lender filed a second amended complaint, asserting new claims against several additional defendants, including Ansley, SP Residential, and SP Holdings. Count Two of the amended complaint alleged that SP Developments committed several breaches of the Loan Agreement and requested repayment of "[a]ll amounts due and owing under the Loan Documents." Count Eight alleged, in part, that SP Developments' breach of the Loan Agreement triggered Ansley's "full recourse liability for all amounts due and owing under the Note."
¶6 Nearly a year later, Lender moved for partial summary judgment, requesting a declaration that SP Developments' conveyance of Block 14 constituted an impermissible transfer under the Loan Agreement and, "consequently, Block 14 remain[ed] as collateral for the loan and subject to the deed of trust." The trial court concluded that SP Developments materially breached the terms of the Loan Agreement by transferring Block 14 to SP Residential.
¶7 Lender moved for summary judgment regarding the HOA assessment in January 2014, requesting a declaration that the Sixth Amendment to the CC&Rs constituted a lien on and transfer of the loan collateral in violation of the Loan Agreement, which the trial court granted. In September 2014, the trial court also granted Lender "partial summary judgment regarding guaranty," finding SP Developments and Ansley liable under the terms of the Loan Agreement and the Guaranty Agreement respectively.
¶8 In April 2015, at Lender's request, the trial court entered judgment against Ansley pursuant to Rule 54(b), Ariz. R. Civ. P. The judgment certified that claims between U.S. Bank and Ansley as to "the Guaranty have been fully resolved" and that there is "no just reason for delay of entry of judgment in favor of [U.S. Bank] as to its claims against [Ansley] under the Guaranty." The trial court did not enter judgment against SP Developments for its liability under theLoan Agreement. Ansley and all the SP defendants filed a timely joint notice of appeal.
¶9 Though neither party raised the issue on appeal, we ordered supplemental briefing addressing our appellate jurisdiction, specifically whether the SP defendants are proper parties to this appeal from a judgment entered against Ansley only, and whether the trial court's certification of the judgment as final was proper. See Santee v. Mesa Airlines, Inc., 229 Ariz. 88, ¶ 2, 270 P.3d 915, 915-16 (App. 2012) () (citation omitted). The SP defendants contend they are proper parties to the appeal because they were all aggrieved by the judgment, and they argue jurisdiction is proper because "the Judgment and Predicate Rulings were Final." Lender asserts the SP defendants were not aggrieved by the judgment, and "based on the issues raised by appellants in the appeal, the judgment should not be deemed final under Rule 54(b)."
¶10 Generally, our appellate jurisdiction is limited to final judgments that dispose of all claims and parties. Kim v. Mansoori, 214 Ariz. 457, ¶ 6, 153 P.3d 1086, 1088 (App. 2007). Rule 54(b), Ariz. R. Civ. P., provides an exception to that rule, and permits the trial court to designate as final a judgment that disposes of fewer than all claims or parties "upon an express determination that there is no just reason for delay and upon an express direction for the entry of judgment." A proper Rule 54(b) judgment is immediately appealable, Madrid v. Avalon Care Ctr.-Chandler, L.L.C., 236 Ariz. 221, ¶ 8, 338 P.3d 328, 331 (App. 2014), but the inclusion of Rule 54(b) language does not automatically make it final and appealable; the certification must also be substantively warranted, Sw. Gas Corp. v. Irwin, 229 Ariz. 198, ¶ 12, 273 P.3d 650, 654 (App. 2012); see also Davis v. Cessna Aircraft Corp., 168 Ariz. 301, 304, 812 P.2d 1119, 1122 (App. 1991) (). We review de novo the trial court's certification of a judgment as "final" under Rule 54(b). See Davis, 168 Ariz. at 304, 812 P.2d at 1122.
¶11 A purported Rule 54(b) judgment that does not dispose of at least one separate claim of a multi-claim action or one separate party is not final. Id.; see also Sisemore v. Farmers Ins. Co. of Ariz., 161 Ariz. 564, 565, 779 P.2d 1303, 1304 (App. 1989) (). A "claim" for Rule 54(b) purposes is "generally understood to include all factually or legally connected elements of a case." Okla. Tpk. Auth. v. Bruner, 259 F.3d 1236, 1242 (10th Cir. 2001); see also Davis, 168 Ariz. at 305, 812 P.2d at 1123 (). Separability depends on "the degree of factual overlap between the issue certified for appeal and the issues remaining in the [trial] court," Davis, 168 Ariz. at 305, 812 P.2d at 1123, quoting Ind. Harbor Belt R.R. Co. v. Amer. Cyanamid Co., 860 F.2d 1441, 1444-45 (7th Cir. 1988), and a claim is separable from others remaining when "the nature of the claim already determined is 'such that no appellate court would have to decide the same issues more than once even if there are subsequent appeals,'" Cont'l Cas. v. Superior Court, 130 Ariz. 189, 191, 635 P.2d 174, 176 (1981), quoting Curtiss-Wright Corp. v. Gen. Elec. Co., 446 U.S. 1 (1980).
¶12 Here, as noted above, Count Two of Lender's amended complaint asserts a breach of contract claim against SP Developments for its breach of the Loan Agreement, and Count Eight asserts a breach of contract claim against Ansley for his breach of the Guaranty.3 Count Eight alleges that SP Developments' breach of the Loan Agreement triggered Ansley's liability under the Guaranty, and Lender sought the same relief under both counts—"All amounts due and owing under the Loan [Agreement] and the Guaranty."
¶13 Though...
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