Bank of Commerce v. Hoffman

829 F.3d 542, 2016 U.S. App. LEXIS 13002, 2016 WL 3854164
CourtCourt of Appeals for the Seventh Circuit
DecidedJuly 15, 2016
DocketNos. 15-3326 & 15-3327
StatusPublished
Cited by19 cases

This text of 829 F.3d 542 (Bank of Commerce v. Hoffman) is published on Counsel Stack Legal Research, covering Court of Appeals for the Seventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bank of Commerce v. Hoffman, 829 F.3d 542, 2016 U.S. App. LEXIS 13002, 2016 WL 3854164 (7th Cir. 2016).

Opinion

MANION, Circuit Judge.

This litigation centers on the meaning of a settlement agreement and release signed by Kenneth Hoffman. Hoffman had several loan obligations to Country Bank, for which Bank of Commerce is now the successor in interest, and the settlement released Hoffman from his smallest loan. He urges that the release covered a bigger loan guarantee, too. We conclude that the release agreement did not, however, free him from that larger obligation.

[545]*545As a result, we affirm the district court’s decision to grant summary judgment in favor of the Bank of Commerce.

I. Background

The facts underlying this litigation trace back to 2009, when Kenneth Hoffman executed the first of three loan agreements with Country Bank. In June 2009, he executed a $1.5 million tax-increment finance note, also known as a TIF note, for a development project by Fyre Lake Ventures LCC. This first loan was backed by a TIF bond, a mechanism for local governments to finance real estate development, and Hoffman was not personally responsible to pay this loan.1 In February 2010, Fyre Lake Ventures signed a $9 million loan from Country Bank, with Hoffman acting as a co-guarantor for $900,000 of this loan. Separately, Hoffman borrowed $157,300 from the bank in April 2011, this time with his wife Barbara. The Hoffmans’ promissory note was secured by mortgages on three lots in a Milan, Illinois housing development.

A challenging economy caused Country Bank to fail in October 2011. The FDIC was appointed as receiver and, later, the Bank of Commerce became successor in interest to the FDIC. In the succession process, Bank of Commerce took over the obligations owed to Country Bank. The economic problems also impacted the Hoff-mans, and by October 2011, all three obligations that Hoffman signed had fallen into default.

After negotiations in 2012, the FDIC and both Hoffmans signed the settlement agreement and release that we are asked to interpret here. In exchange for titles to the three Milan lots, the Hoffmans were released of their obligations to Country Bank and its successors. The question is which loans, exactly, were released: only the $157,300 note signed by the Hoffmans or also the Fyre Lake guarantee?

Less than three months after signing this release, the FDIC sued Kenneth Hoffman and numerous other guarantors of the Fyre Lake loan, $900,000 of which he personally guaranteed. Because that loan was in default, the FDIC sued to collect. Hoffman and the FDIC entered cross-motions for summary judgment, which disputed whether Hoffman’s settlement with the FDIC released him from his obligations on the Fyre Lake loan. The plain language of the Hoffman-FDIC settlement states that Illinois contract law, which all parties agree applies here, governs this agreement. As a result, the district judge applied state law. While the judge found that the disputed language in the settlement agreement was ambiguous, she went on to conclude that parole evidence supported the bank’s interpretation of the settlement: Hoffman was only released from his obligation on the $157,300 loan. The district court thus entered summary judgment for Bank of Commerce, which, by this point, had succeeded the FDIC.

After losing in district court, Hoffman brought these consolidated appeals against the FDIC and its successor in interest, Bank of Commerce.

II. Discussion

We review summary judgment awards de novo. Spierer v. Rossman, 798 F.3d 502, 507 (7th Cir. 2015). “The standard for summary judgment is well established: with the court drawing all inferences in the light most favorable to the non-moving party, the moving party must [546]*546discharge its burden of showing that there are no genuine issues of material fact and that he is entitled to judgment as a matter of law.” Id. At this point, “[i]f the moving party has properly supported his motion, the burden shifts to the non-moving party to come forward with specific facts showing that there is a genuine issue for trial.” Id.

In this case, when we examine whether the Hoffman-FDIC settlement released Hoffman from his $900,000 personal guarantee on the $9 million Fyre Lake loan, we conclude that the district court’s ruling was correct. The bank carried its burden, as a moving party, to show that there was no genuine issue of any material fact. At this point, the burden of proof therefore shifted to Hoffman, who could only survive summary judgment by establishing that specific facts created a material factual dispute. For the reasons we discuss below, however, Hoffman never showed any genuine issue for trial. On the contrary, the established facts and law completely undermined his case. As a result, the district court appropriately entered summary judgment for Bank of Commerce.

Before addressing this case on the merits, we briefly examine whether we have jurisdiction over this litigation.

A. Jurisdiction

When the FDIC originally filed suit over the $9 million Fyre Lake obligation, the FDIC grounded its complaint on federal jurisdiction. This was appropriate because, when the FDIC “is a party” to a lawsuit, the case is “deemed to arise under the laws of the United States.” 12 U.S.C. § 1819(b)(2)(A). But during the course of this litigation, the FDIC assigned its interest in Hoffman’s obligations to Bank of Commerce.

We have not expressly ruled on whether federal jurisdiction is lost when another party is substituted for the FDIC. The traditional principle in diversity cases is that, if jurisdiction existed when the case was filed or removed, jurisdiction will not be disturbed by subsequent acts. Matter of Shell Oil Co., 966 F.2d 1130, 1138 (7th Cir. 1992). Our approach follows the Supreme Court, which has “consistently held that if [diversity] jurisdiction exists at the time an action is commenced, [it] may not be divested by subsequent events.” Freeport-McMoRan, Inc. v. K N Energy, Inc., 498 U.S. 426, 428, 111 S.Ct. 858, 112 L.Ed.2d 951 (1991).

We find it appropriate to apply the same principle in FDIC litigation: even though the FDIC assigned its interest to another party, which was then substituted for the FDIC in this litigation, this case remains “deemed to arise under the laws of the United States.” See 12 U.S.C. § 1819(b)(2)(A). Thus, we conclude that we have jurisdiction over this case, and we turn to the parties’ arguments regarding the settlement contract.

B. The Ambiguous Language

The threshold question on the merits is whether the parties’ agreement has a clear meaning within the document’s four corners. Under Illinois law, if a contract only permits one interpretation, that meaning controls. AM Int'l, Inc. v. Graphic Mgmt. Assocs., Inc., 44 F.3d 572, 574 (7th Cir. 1995) (citing Omnitrus Merging Corp. v. Ill. Tool Works, Inc.,

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829 F.3d 542, 2016 U.S. App. LEXIS 13002, 2016 WL 3854164, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bank-of-commerce-v-hoffman-ca7-2016.