Frontenac Bank v. T.R. Hughes, Inc.

404 S.W.3d 272, 2012 WL 4486312, 2012 Mo. App. LEXIS 1181
CourtMissouri Court of Appeals
DecidedSeptember 25, 2012
DocketNo. ED 97499
StatusPublished
Cited by14 cases

This text of 404 S.W.3d 272 (Frontenac Bank v. T.R. Hughes, Inc.) is published on Counsel Stack Legal Research, covering Missouri Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Frontenac Bank v. T.R. Hughes, Inc., 404 S.W.3d 272, 2012 WL 4486312, 2012 Mo. App. LEXIS 1181 (Mo. Ct. App. 2012).

Opinion

ROY L. RICHTER, Judge.

Plaintiff Frontenac Bank (“Frontenac”) sued Defendants/Cross-Appellants Summit Point, L.C. (“Summit”), T.R. Hughes, Inc. (“Homebuilder”), Thomas R. Hughes (“Thomas”), (collectively, “Defendants”), and Thomas’s wife Carolyn Hughes (“Carolyn”) to recover on seven promissory notes and certain related guaranty agreements. The circuit court granted summary judgment in favor of Frontenac with respect to its claims against Defendants, from which Defendants now appeal. Additionally, after evidence was presented at trial, the circuit court found in favor of Carolyn, granting her equitable relief based on her affirmative defense that Frontenac violated the Equal Credit Opportunity Act, 15 U.S.C. § 1691 et seq. (“ECOA”), with respect to Frontenac’s claims against her. From this judgment, Frontenac now appeals. We affirm in part and reverse in part.

I. BACKGROUND

In 2003, Homebuilder and Summit (collectively, “Borrowers”) obtained financing from Frontenac for the development and construction of two real estate projects in the greater St. Louis area. Pursuant to Frontenac’s financing, Borrowers entered into certain loan agreements, including seven promissory notes (“Notes”). Summit entered into three loans, designated as # 1124002, # 1124003, and # 1124004. Homebuilder agreed to four loans, designated as # 1219072, # 1219074, # 2309001, and #2309003. They also executed certain deeds of trust, by which certain real property secured the aforementioned loans. Additionally, Thomas and his wife Carolyn executed personal guaranty agreements relating to the projects.

In 2009, Frontenac declared all outstanding Notes in default on the basis of insecurity1 and demanded full payment of the amount due. On October 8, 22, and 27, 2009, Frontenac caused three foreclosure sales to occur whereby the properties securing the loans were sold to Frontenac, the only purchaser at the sale. The properties were sold pursuant to three successor trustee deeds, for the following amounts: $1,461,923, $275,000, and $170,000.

On December 3, 2009, Frontenac filed a 16-count petition (“Petition”) against Defendants, and Carolyn, to recover the out[277]*277standing loan balances arising from the seven Notes in default. Defendants and Carolyn counterclaimed with three claims against Frontenac: breach of contract, breach of the duty of good faith and fair dealing, and fraud. The circuit court dismissed the counterclaims as affirmative claims for relief, but found the allegations formed the factual basis for Defendants’ affirmative defenses.

On November 5, 2010, Frontenac filed its Motion for Summary Judgment on all counts of its Petition against all parties, along with supporting materials. Defendants and Carolyn filed their First Amended Affirmative Defenses, including the defense that the guarantees sued upon by Frontenac are void, invalid, and/or otherwise unenforceable because Frontenac violated the ECOA by requiring Thomas and Carolyn to provide personal guarantees for the promissory Notes. Defendants asserted that the borrower for each Note was sufficiently creditworthy such that no guarantees were necessary.

Defendants opposed the summary judgment motion, and, after a hearing, the circuit court entered summary judgment in favor of Frontenac and against Homebuilder for $938,206.81 (Counts I, II, III, IV, and X), Summit for $3,389,138.19 (Counts VII, XI, and XIV), and Thomas for $3,619,248.30 (Counts V, VIII, XII, and XV). As to Carolyn, the circuit court granted, in part, Frontenac’s motion for summary judgment against Carolyn (Counts VI, IX, XIII, and XVI) on all factual and legal issues comprising the pri-ma facie case under each count, but sustained her affirmative defense that her personal guarantees were obtained in violation of the ECOA, and thus, they were null and void. The court reserved for trial a determination of such defense.

A trial took place on May 23-24, 2011. On June 16, 2011, the court entered its Findings of Fact, Conclusions of Law and Judgment, ruling in favor of Carolyn by concluding that her guarantees were invalid and unenforceable because they constituted discrimination based on marital status in violation of the ECOA. Specifically, the circuit court found that Thomas submitted certain joint financial statements in connection with the loans sought by Borrowers, and those statements summarized the then-current financial situation of Thomas and Carolyn. However, the court also found Carolyn did not intend such submission to be an application for credit or an offer to provide a personal guaranty. Further, the court found that Frontenac deemed Thomas’s submission of the joint financial statements as an application for joint credit. The circuit court also found Carolyn did not offer to execute the guarantees, but only did so at Frontenac’s insistence in support of the Borrowers’ loan applications. The court concluded, inter alia, (1) “the only discernible standard within [Frontenac’s] loan policy regarding a potential borrower’s creditworthiness with respect to real estate loan transactions are three specific loan-to-value ratios which determine whether a given loan is ‘conforming’ (2) Frontenac violated the ECOA in that it wrongfully demanded that Carolyn execute the guarantees because the Borrowers were independently creditworthy under Frontenac’s own standards of creditworthiness, in that each loan sued upon by Frontenac was “conforming” pursuant to Frontenac’s loan-to-value ratios; and (3) Carolyn was not a member or manager of Summit and, although she was listed as treasurer for Homebuilder in annual reports filed with the Missouri Secretary of State, “Carolyn had no involvement with the operations of [Homebuilder].”

Frontenac filed a motion to vacate and amend the judgment, but the circuit court denied the motion. On October 4, 2011, [278]*278Frontenac filed its Notice of Appeal, challenging the judgment in favor of Carolyn and against Frontenac. On October 14, 2011, Defendants filed a Notice of Appeal, appealing from the circuit court’s order and judgment in favor of Frontenac and against Defendants with respect to summary judgment granted. The Court of Appeals consolidated the two appeals as follows.

II. DISCUSSION

A. Defendants’Appeal

Defendants argue two points on appeal. First, they allege the circuit court erred in granting summary judgment in favor of Frontenac on Counts I, II, III, IV, V, VII, VIII, X, XI, XII, XIV, and XV of Frontenac’s Petition because there was a genuine dispute as to one or more material facts underlying each of Frontenac’s affirmative claims. Defendants claim that the deficiency judgment entered against them was based upon the prices paid by Frontenac at the foreclosure sales, which prices were grossly inadequate and far below fair market value. Thus, Defendants argue there should be no deficiency judgment entered against them, or, in the alternative, any deficiency should be based upon the greater of the fair market value of the real property on the date of the foreclosure sales or the price paid at the foreclosure sales.

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Bluebook (online)
404 S.W.3d 272, 2012 WL 4486312, 2012 Mo. App. LEXIS 1181, Counsel Stack Legal Research, https://law.counselstack.com/opinion/frontenac-bank-v-tr-hughes-inc-moctapp-2012.