417 N Comanche Street, LLC v. of the Estate of Stephen M. Haug, Pointe San Marcos Partners, L.P. And Skyline Southwest Builders, Inc.

CourtCourt of Appeals of Texas
DecidedJanuary 19, 2024
Docket03-22-00167-CV
StatusPublished

This text of 417 N Comanche Street, LLC v. of the Estate of Stephen M. Haug, Pointe San Marcos Partners, L.P. And Skyline Southwest Builders, Inc. (417 N Comanche Street, LLC v. of the Estate of Stephen M. Haug, Pointe San Marcos Partners, L.P. And Skyline Southwest Builders, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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417 N Comanche Street, LLC v. of the Estate of Stephen M. Haug, Pointe San Marcos Partners, L.P. And Skyline Southwest Builders, Inc., (Tex. Ct. App. 2024).

Opinion

TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN

NO. 03-22-00167-CV

417 N Comanche Street, LLC, Appellant

v.

Stephanie A. Haug, as Independent Executor of the Estate of Stephen M. Haug, Deceased; Pointe San Marcos Partners, L.P.; and Skyline Southwest Builders, Inc., Appellees

FROM THE PROBATE COURT NO. 1 OF TRAVIS COUNTY NO. C-1-PB-21-000261, THE HONORABLE GUY S. HERMAN, JUDGE PRESIDING

M E M O RAN D U M O PI N I O N

417 N Comanche Street, LLC sued Pointe San Marcos Partners, L.P. (PSMP),

Skyline Southwest Builders, Inc., and the Independent Executor of the Estate of Stephen M. Haug,

Deceased (jointly, “Defendants”), seeking damages, attorney’s fees, and costs originating from a

loan agreement. 417’s petition alleged claims for breach of contract and declaratory judgment

against all Defendants, fraud against the Haug Estate, damages and constructive trust against

PSMP for violations of the Texas Assignment of Rents Act, and attorney’s fees and costs against

all Defendants. Defendants counterclaimed seeking damages and a declaratory judgment that they

did not owe the amounts sought by 417. Both sides filed motions for summary judgment. The

trial court granted Defendants’ motion, declaring that the total amount Defendants owed to 417

was significantly less than what 417 was seeking, denied 417’s motion, and dismissed all of 417’s

claims. 417 perfected this appeal. We reverse and render in part and reverse and remand in part. FACTUAL AND PROCEDURAL BACKGROUND

This case grows out of a commercial loan agreement. In January 2016 PSMP

entered into an agreement with Bank SNB (which later merged with Simmons Bank) for a loan of

up to $20 million for PSMP to construct an apartment complex at 417 N. Comanche Street in San

Marcos, near the Texas State University campus. The borrower, PSMP, a limited partnership, still

owns and operates the property. The debt was guaranteed in full by Skyline and Stephen M. Haug.

The Loan Agreement contained several mandatory provisions that are relevant to

this appeal:

● Borrower (PSMP) would complete construction not later than July 31, 2017;

● Borrower would not permit any mechanics’ liens to be asserted;

● Borrower would pay all real-estate taxes;

● Borrower would provide a replacement guarantor in case of a guarantor’s death or dissolution.

Defendants do not dispute that PSMP failed to comply with these contractual provisions and that

those defaults have not been cured.

The Loan Agreement also contained provisions detailing the definition and

consequences of an “Event of Default” by PSMP:

● Any failure by the Borrower to make payment when due or to perform “any of the other covenants or conditions,” if not promptly cured, would be an Event of Default;

● The occurrence of an Event of Default triggered certain contractual remedies, including permitting the lender to (1) withhold further disbursement of loan proceeds; (2) accelerate the loan and declare it immediately due and payable; and (3) collect “Default Interest” (i.e., interest at 3% above the contractual rate);

2 ● “The Loan shall bear interest at the Default Rate at any time at which an Event of Default shall exist.”

● In case of an Event of Default, Borrower would pay lender’s attorney’s fees “in connection with the enforcement of this Agreement.”

Finally, the loan documents contained several provisions on the subject of waiver:

● The Loan Agreement provided that no waiver of any part of the Agreement would be valid unless in writing and signed by the party against whom waiver is sought;

● The Deed of Trust given as collateral for the loan provided that no waiver would be valid unless signed by both the lender and the borrower; that no waiver would be construed as a continuing waiver; and that no waiver would be implied from any delay or failure by the lender to take action on account of any default by PSMP.

As a result of PSMP’s numerous undisputed Events of Default, starting as early as

2017, Simmons Bank withheld the final loan disbursement of $1.8 million in May 2018. Simmons

Bank formally accelerated the loan on June 26, 2020. At that time, the loan had a principal balance

of approximately $18.2 million. Notwithstanding the numerous Events of Default, however,

Simmons Bank never charged or attempted to collect “default interest” from PSMP.

In 2019 PSMP began efforts to sell the property. In October 2020, PSMP located a

potential buyer, Emet Municipal Real Estate Strategy II, LP (“EMRES”). A closing was scheduled

for December 16. The purchase price for the property was to be $21 million.

In the meantime, on November 6, 2020, Simmons Bank sold the loan to 417 for

approximately $16.2 million. Before PSMP’s scheduled closing date of December 16 for the sale

of the property to EMRES, 417 sent PSMP a formal payoff statement that included more than $1.6

million in “default interest,” which, along with other sums, brought the total loan payoff number

to more than $20 million. Shortly thereafter, and allegedly due to 417’s inclusion of default interest

in the payoff statement, EMRES’s planned purchase of the property fell apart.

3 In their counterclaim, Defendants asserted that Simmons Bank and/or 417 had

waived the lender’s right to charge default interest and, as a result, 417’s November 2020 payoff

statement to PSMP was excessive and improper. Defendants filed a motion for summary judgment

contending that 417’s allegedly excessive payoff statement for the loan was the sole reason that

the sale of the property to EMRES did not go through. If that sale had been completed, Defendants

argued, 417 would have been paid in full. As a result, Defendants asserted that 417 was not entitled

to recover damages from PSMP because any damages it had sustained were “its own fault.” 417

filed its own motion for partial summary judgment in which it asserted that the undisputed

summary judgment evidence showed that no waiver of default interest had occurred. The trial

court granted Defendants’ motion, declaring that the correct amount due from PSMP to 417 did

not include any default interest. The court’s order also dismissed all of 417’s affirmative claims

against Defendants.

DISCUSSION

The appellate standards for reviewing summary judgments are well established and

will not be repeated here. See ACI Design Build Contractors Inc. v. Loadholt, 605 S.W.3d 515,

517 (Tex. App.—Austin 2020, pet. denied) (citing, among others, Nixon v. Mr. Prop. Mgmt. Co.,

690 S.W.2d 546, 548–49 (Tex. 1985)).

Summary judgment granted for Defendants

Defendants nonsuited their claims for damages against 417, leaving only the

following claims for declaratory relief at the time the trial court granted summary judgment in

their favor: (1) Defendants do not owe 417 any interest for the time period prior to October 26,

2020; (2) Defendants do not owe 417 any interest for the time period after December 16, 2020; (3)

4 Defendants do not owe 417 any costs and expenses; (4) Defendants do not owe 417 any attorney’s

fees; and (5) the total amount Defendants owe to 417 on the loan is $18,336,303.95.

The central arguments underlying each of these claims are that (1) Simmons Bank

and 417 waived the lender’s right to charge default interest to PSMP; (2) the sole reason that the

sale of the property from PSMP to EMRES in December 2020 did not close is because 417

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417 N Comanche Street, LLC v. of the Estate of Stephen M. Haug, Pointe San Marcos Partners, L.P. And Skyline Southwest Builders, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/417-n-comanche-street-llc-v-of-the-estate-of-stephen-m-haug-pointe-san-texapp-2024.