Dearborn Street Building Associates, LLC v. Huntington National Bank

411 F. App'x 847
CourtCourt of Appeals for the Sixth Circuit
DecidedFebruary 17, 2011
Docket09-2414
StatusUnpublished
Cited by8 cases

This text of 411 F. App'x 847 (Dearborn Street Building Associates, LLC v. Huntington National Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Sixth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Dearborn Street Building Associates, LLC v. Huntington National Bank, 411 F. App'x 847 (6th Cir. 2011).

Opinions

CLAY, Circuit Judge.

Dearborn Street Building Associates, LLC, the prevailing party in an action under the Michigan Uniform Fraudulent Transfer Act, Mich. Comp. Laws § 566.31 et. seq., and Silverman & Morris, PLLC, Dearborn’s trial counsel, appeal a district court order holding them jointly and severally liable for sanctions under Rule 11 of the Federal Rules of Civil Procedure, based on their decision to maintain Huntington National Bank as a defendant in the action. On appeal, Dearborn and Silver-man & Morris challenge both the imposition of sanctions and the sanctions amount. For the following reasons, we AFFIRM the district court’s finding that Dearborn and Silverman & Morris are subject to sanction, but REVERSE and REMAND for determination of the proper sanctions amount.

BACKGROUND

On October 22, 2007, Dearborn Street Building Associates, LLC (“Dearborn”), a judgment creditor of PCI Holdings, LLC (“PCI”), commenced a diversity action in the United States District Court for the Western District of Michigan, seeking to avoid a May 2, 2007 land transfer entered into by PCI under the Michigan Uniform Fraudulent Transfer Act (“UFTA”), Mich. Comp. Laws § 566.31 et seq. Dearborn named as defendants to the action PCI, its judgment debtor; D & T Land Holdings (“D & T”), a PCI affiliate company that purchased the land; and Huntington National Bank (“Huntington”), the mortgagee who financed D & T’s purchase and en[849]*849cumbered the property with a mortgage lien.

The factual basis of Dearborn’s fraudulent transfer claim was that PCI sold D & T a parcel of real property known as 4444 Remembrance Road, N.W., Walker, Michigan and subsequently became insolvent in an effort to frustrate Dearborn’s efforts to recover a $500,000 judgment. Dearborn also alleged that PCI sold the property to its affiliate for less than the reasonably-equivalent value, asserting that while the sale price of 4444 Remembrance Road was $890,000.00 before taxes and closing costs, D & T obtained just $750,000.00 in financing and failed to furnish the remaining balance of $155,143.64 at a later date.

Citing these events, Dearborn’s complaint alleged that D & T and PCI engaged in actual and constructive fraud under Mich. Comp. Laws §§ 566.34 and 566.35 during the Remembrance Road transaction. However, Dearborn did not accuse Huntington of specific misconduct. Instead, it identified Huntington as a mortgagee claiming an interest in the property, and requested only “such relief as is equitable with respect to the mortgage lien.”

Despite being handed Huntington’s entire file on the Remembrance Road transaction on February 18, 2008, comprising an estimated 609 documents; and despite having an opportunity to conduct further discovery between February and August 2008, Dearborn failed to supplement, amend or withdraw its pleadings against Huntington or investigate possible claims. On September 8, 2008, after the close of discovery, Huntington moved for summary judgment. This motion followed four unsuccessful attempts by Huntington to obtain voluntary dismissal from the action. Huntington made its first request for voluntary dismissal in its Answer filed on November 14, 2007; its second request in the Rule 16 joint status report entered into by parties on February 1, 2008; its third request in two letters dated February 18, 2008 and February 20, 2008, after it turned over its file on the Remembrance Road transaction; and its fourth request in a “safe harbor” letter, dated June 23, 2008, which threatened to pursue sanctions against Dearborn under Rule 11 of the Federal Rules of Civil Procedure if its action was not withdrawn. Huntington requested voluntary dismissal for a fifth and final time on October 17, 2008, during the pendency of its summary judgment motion. Although Dearborn denied these requests for voluntary dismissal on grounds that Huntington should submit an affidavit stating that it had not engaged in fraud, Dearborn never submitted a brief in opposition to Huntington’s motion for summary judgment. Huntington’s summary judgment motion was granted on January 6, 2009.

On January 15, 2009, nine days after its dismissal from the action, Huntington moved to sanction Dearborn and its counsel, Silverman & Morris, PLLC, under Rule 11 for bringing a complaint that lacked factual support, was unwarranted by law, and needlessly increased the cost of litigation. Dearborn objected, arguing that Huntington was a necessary party to the lawsuit as a mortgagee; that Huntington was a proper defendant because it had financed the Remembrance Road transaction in bad faith; and that Huntington’s refusal to provide a sworn affidavit stating that it had not engaged in fraud vindicated Dearborn’s decision to maintain it as a defendant, despite its requests for voluntary dismissal.

On September 16, 2009, Dearborn prevailed on its fraudulent transfer claims with respect to defendants D & T and PCI and received a monetary judgment. However, in an opinion dated September 30, 2009, 2009 WL 3234133, the district court [850]*850granted Huntington’s motion for Rule 11 sanctions, holding that Dearborn’s lawsuit against the bank had been frivolous because (1) Huntington was not a necessary party; (2) Dearborn’s pleadings failed to set forth viable claims; (3) Dearborn failed to conduct discovery or otherwise prosecute its action; and (4) Dearborn failed to respond to Huntington’s motion for summary judgment. Citing the need to deter similar misconduct, the district court found Dearborn and Silverman & Morris jointly and severally liable for attorney fees in the amount of $14,073.39, representing all of the attorney fees and expenses that Huntington incurred during the litigation.

On October 29, 2009, Dearborn and Silverman & Morris filed this timely appeal, alleging that the district court abused its discretion in imposing sanctions under Rule 11, and alternatively, that it abused its discretion in calculating the sanctions amount.

DISCUSSION

I. The District Court’s Imposition of Rule 11 Sanctions

A. Standard of Review

An order awarding sanctions under Rule 11 of the Federal Rules of Procedure is reviewed for abuse of discretion. See Merritt v. Int'l. Ass’n of Machinists & Aerospace Workers, 613 F.3d 609, 626 (6th Cir.2010). “A court abuses its discretion when it commits a clear error of judgment, such as applying the incorrect legal standard, misapplying the correct legal standard, or relying upon clearly erroneous findings of fact.” Jones v. Ill. Cent. R.R. Co., 617 F.3d 843, 850 (6th Cir.2010) (citing In re Ferro Corp. Derivative Litig., 511 F.3d 611, 623 (6th Cir.2008)).

B. Analysis

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411 F. App'x 847, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dearborn-street-building-associates-llc-v-huntington-national-bank-ca6-2011.