Centers v. United States

71 Fed. Cl. 529, 2006 WL 1516028
CourtUnited States Court of Federal Claims
DecidedJune 1, 2006
DocketNo. 05-591C
StatusPublished
Cited by9 cases

This text of 71 Fed. Cl. 529 (Centers v. United States) is published on Counsel Stack Legal Research, covering United States Court of Federal Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Centers v. United States, 71 Fed. Cl. 529, 2006 WL 1516028 (uscfc 2006).

Opinion

ORDER/OPINION

BASKIR, Judge.

Plaintiff William Centers is the former President and former sole shareholder of Centennial Mortgage, Inc. (“Centennial”). Mr. Centers brought this breach of contract claim as an assignee of a claim originally belonging to Centennial. Mr. Centers alleges that under a contract of insurance between the Department of Housing and Urban Development (“HUD”) and Centennial, HUD [530]*530is obliged to reimburse Centennial for certain expenses incurred in connection with the insured transaction. The United States filed a Motion to Dismiss for lack of jurisdiction, arguing that there is no privity of contract between Mr. Centers and the United States and that this action is barred by the statute of limitations.

We conclude that this Court does not have jurisdiction because Mr. Centers lacks standing to enforce the contract between HUD and Centennial. Therefore, Defendant’s Motion to Dismiss is granted.

BACKGROUND

I.Centennial’s Contract of Insurance with HUD

Centennial participated in the HUD mortgage insurance programs in accordance with 24 C.F.R. Part 202. PI. Br. at 2. In 1989, Centennial entered into a Building Loan Agreement with two parties (“Developers”) to renovate a motel into a residential care facility in Indiana. Consolidated Statement of Uncontroverted Facts (“CSUF”) ¶ 1. According to the terms of the Building Loan Agreement, Centennial loaned the Developers $2.27 million for construction of the project. Id. HUD insured the Note and Mortgage against default pursuant to Section 232 of the National Housing Act. CSUF ¶2. HUD’s endorsement of the Note created a contract of insurance between HUD and Centennial. Id.

HUD required that the general contractor provide $237,760.20 cash or a letter of credit for that amount. CSUF ¶ 3. David Blumen-feld, president of one of the Developers, caused a letter of credit to be issued to Centennial as security against default. Id. The Completion Assurance Agreement authorized Centennial to draw on the letter of credit in certain circumstances. Id.

The Developers defaulted on the loan and Centennial contacted HUD about filing a claim for mortgage insurance benefits. CSUF ¶ 4. In January 1992, HUD responded to Centennial and stated:

We suggest you draw on the letter of credit. However, this must be your decision. Please be advised that in the event of an insurance claim to FHA, HUD will deduct the $237,700 secured by the letter of credit from your claim.

CSUF ¶ 5; J.App. at Tab 5. Centennial filed a mortgage insurance claim for the full amount of $2,158,197.72 with HUD and assigned the loan to HUD on July 30, 1992. CSUF ¶ 6; J.App. at Tab 6.

Also in July 1992, the general contractor and Mr. Blumenfeld filed a complaint against Centennial in Indiana state court seeking to enjoin Centennial from drawing on the letter of credit. CSUF ¶ 7. A trial court ultimately denied the injunction. Id. Centennial then drew $212,105.26 on the letter of credit, and HUD reduced its payment on Centennial’s insurance claim by this amount. CSUF ¶ 8, 9. In December 1993, HUD settled Centennial’s insurance claim for $1,851,095.11, which was the amount of Centennial’s claim decreased by the amount secured by the letter of credit and by other adjustments. CSUF ¶ 9; J.App. at Tab 6. The United States contends that the HUD payments triggered the statute of limitations.

II. Indiana State Court Litigation

In August 1995, Mr. Blumenfeld filed an amended complaint against Centennial in Indiana state court alleging breach of contract and conversion for Centennial’s drawing on the letter of credit. CSUF ¶ 10. After a trial in February 2000, a jury awarded Mr. Blumenfeld $120,760, representing approximately half of the amount drawn on the letter of credit, see Oral Argument Transcript (“OA Tr.”) at 6-7, and entered a judgment of $193,891 against Centennial, which included the damage award, prejudgment interest, and costs of the litigation. CSUF ¶ 10. Centennial appealed and the Indiana Court of Appeals affirmed the trial court’s judgment on April 3, 2001. Centennial Mortgage, Inc. v. Blumenfeld, 745 N.E.2d 268 (Ind.App.2001). After the Court of Appeals affirmed, Centennial satisfied the judgment of $202,730.33, which was the amount of the judgment plus the further accrued interest. PI. Br. at 5.

III. Centennial’s Claim and the Agreements Between Centennial, Kane and Centers

In March 2000, after the state trial court judgment but prior to the appeal, Centennial [531]*531filed its first request with HUD to supplement or amend its earlier insurance claim to compensate for the Indiana state court judgment and for reimbursement of its legal fees and expenses in defending against the suit. CSUF ¶ 11. HUD first denied Centennial’s request by letter on June 7, 2000. CSUF ¶ 11. This represents an alternative trigger date for the statute of limitations.

Mr. Centers was the President and sole shareholder of Centennial until August 1, 2000. CSUF ¶ 12. On that date, Mr. Centers, Matthew Kane, and Centennial executed a Stock Purchase Agreement under which Mr. Centers sold to Mr. Kane all of the outstanding shares of Centennial’s stock. See Stock Purchase Agreement ¶ 1, J.App. at Tab 7. Under the Stock Purchase Agreement, Centennial distributed to Mr. Centers almost all of its assets and properties, including “all chose in action (all rights recoverable by lawsuit by [Centennial] pertaining to matters arising prior to Closing).” Id. at ¶ 5. This included the claim against HUD. Centennial retained various licenses, permits and authorizations issued by HUD, and pending loan agreements between HUD and Centennial. Id.

As part of the transaction, Mr. Centers and Centennial executed a Bill of Sale and Assignment and Assumption Agreement. See Assignment Agreement, J.App. at Tab 8. This agreement stated that Centennial “hereby sells, transfers, assigns and conveys to Centers all of [Centennial’s] rights, title and interest in and to all of the assets and properties of [Centennial],” again excepting various licenses, permits and authorizations issued by HUD, and pending agreements between HUD and Centennial. Id. The assignment included “all chose in action (all rights recoverable by lawsuit by [Centennial] pertaining to matters arising prior to Closing).” Id. Again, there is no dispute that this transfer to Mr. Centers included the claim against HUD.

Despite these Agreements, Centennial continued to request supplemental payment from HUD from 2000 through 2003. CSUF ¶ 11. HUD denied these subsequent requests for reimbursement by letters dated June 23, 2003, and December 20, 2003. Id.; J.App. at Tabs 9, 11. Plaintiff contends that the statute of limitations was not triggered until the December 2003 rejection by HUD. See PI. Br. at 10.

IV. Centers’ Lawsuits

Notwithstanding the purported transfer of the claims in the August 2000 transaction, Mr. Centers filed suit against Centennial and Mr. Kane in February 2004, in the U.S. District Court for the Northern District of Indiana. Mr. Centers sought an order requiring Centennial to sue HUD for the supplemental payment on its insurance claim.

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Cite This Page — Counsel Stack

Bluebook (online)
71 Fed. Cl. 529, 2006 WL 1516028, Counsel Stack Legal Research, https://law.counselstack.com/opinion/centers-v-united-states-uscfc-2006.