Holladay Bank & Trust v. Gunnison Valley Bank

2014 UT App 17, 319 P.3d 747, 752 Utah Adv. Rep. 21, 2014 WL 266289, 2014 Utah App. LEXIS 17
CourtCourt of Appeals of Utah
DecidedJanuary 24, 2014
DocketNo. 20120400-CA
StatusPublished
Cited by4 cases

This text of 2014 UT App 17 (Holladay Bank & Trust v. Gunnison Valley Bank) is published on Counsel Stack Legal Research, covering Court of Appeals of Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Holladay Bank & Trust v. Gunnison Valley Bank, 2014 UT App 17, 319 P.3d 747, 752 Utah Adv. Rep. 21, 2014 WL 266289, 2014 Utah App. LEXIS 17 (Utah Ct. App. 2014).

Opinion

ROTH, Judge:

T1 This case involves a contract dispute between two banks. Defendant Gunnison Valley Bank (Gunnison) financed a substantial home loan, secured by a deed of trust, and Holladay Bank & Trust (Holladay) acquired a participation interest in the loan soon thereafter. When the borrower defaulted, Gunnison purchased the secured property at a foreclosure sale. The property proved to be worth less than the amount of the loan, however, and the banks disagreed about how their contract allocated the risk of insufficient collateral proceeds. Gunnison argued that their contract allocated the proceeds of collateral proportionally according to the banks' respective ownership interests in the loan. Holladay argued that their contract provided that Holladay was entitled to all principal payments from whatever source-including collateral proceeds-until its initial investment had been recouped. The district court agreed with Holladay and granted its motion for summary judgment. We reverse and remand.

BACKGROUND

T2 In April 2007, Gunnison agreed to finance the construction of a $1.6 million resi[749]*749dence in Utah County. The loan was secured by a trust deed on the property. Soon after issuing the loan, Gunnison entered into a loan participation agreement (the contract) with Holladay, which purchased a 31.25% interest in the loan for $500,000. The contract required Gunnison to "fund its portion of the Loan first," and only after Gunnison had "disbursed its full commitment to the Borrower" would Holladay "begin disbursing its portion of the Loan." Holladay wired its portion of the loan to Gunnison in January 2008, and the borrower defaulted later that year. Gunnison purchased the borrower's property at a foreclosure sale in October 2009.

T3 The value of the property was insufficient to cover the balance on the loan, however, and the banks were unable to reach an agreement about the allocation of any proceeds Gunnison might receive from selling the property. Holladay claimed that the contract provided for principal repayment on a "last-in, first-out" basis, meaning that Holla-day, which had funded its portion of the construction loan last, was entitled to all collateral proceeds until its $500,000 investment was repaid, with Gunnison to receive the remainder. Gunnison asserted that the contract provided for Holladay to have first call on the borrower's principal payments while the loan remained current but that on default the proceeds of collateral were to be distributed according to each bank's proportional interest in the loan. Holladay filed a declaratory judgment action in April 2011, asking the court to resolve the issue. The parties then filed cross-motions for summary judgment. At issue were the following three clauses in the contract, with our emphasis on the most pertinent language:

6. SERVICING FEE: [Gunnison] shall not charge a servicing fee. Instead, the Loan will be participated on a "last in, first out" basis, by [Holladay].
For purposes of this agreement, "last in, first out" basis, means that [Gunnison] will fund its portion of the Loan first. Once [Gunnison] has disbursed its full commitment to the Borrower, [Holladay] will then begin disbursing its portion of the Loan up to and until the full amount of [Holladay's] commitment has been disbursed, as long as the necessary loan to value and percentage of construction that has been completed are maintained.
As the Borrower repays the Loan, [Gunni-son] and [Holladay] will receive interest in proportion to their respective balances and percentage ownership interests in the loan. Principal payments will be applied first to the balance of [Holladay] until [Hollo-day's} disbursed principal and interest have been fully paid and satisfied. Once [Holladay's] disbursements of principal have been fully paid, together with all interest and any and all reasonable costs duly satisfied, [Gunnison] will receive the balance of the loan proceeds. Loan fees, extension fees and expenses, if any, shall be paid promptly upon receipt thereof from the Borrower to [Gunnison] and [Hol-laday] in accordance with paragraph 4, above or elsewhere in this agreement, or, if not specified in this agreement, then in proportion to their respective percentage ownership interests in the Loan.
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12. APPLICATION OF PAYMENTS: All loan payments received shall be applied, first, to reimburse [Gunnison] for reasonable costs and expenses (including reasonable attorney's fees) incurred by [Gunnison] in enforcing the terms of the Loan, collecting the amounts owed thereunder, and protecting the interests of [Gunnison] and [Holladay] in the Loan and in the collateral given as security for the Loan. All other amounts received under the Loan shall be divided between [Gunni-son] and [Holladay] (as late fees, principal or interest as provided in the Loan documents) in accordance with their respective percentages of ownership interest in the Loan, but specifically subject to the provisions of paragraph 6, above.
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13C. [Gunnison], however, agrees that the proceeds of all collateral directly securing repayment of the loan, shall be applied first to the payment of the Loan in-full as provided in paragraph 12 above. Any excess proceeds may be applied by [Gunni-son] to the payment of any other or additional loans then owing to [Gunnison], that [750]*750may be indirectly secured by such collateral as a result of the inclusion of "eross-collateralization" in the security agreement executed in connection with Loan in favor of [Gunnison].

T4 Each party argued that the contractual language unambiguously supported its position. Holladay asserted that paragraph 6-the "last in, first out" (LIFO) provision-applied to any and all principal repayments, including payments from collateral proceeds. By contrast, Gunnison claimed that paragraph 6 applied only to payments received from the borrower while the loan was current and not to repayment of principal out of the proceeds of collateral after default, which was governed (through application of paragraph 18C) by paragraph 12's language providing for proportional allocation of "(alll ... amounts received under the Loan ... as late fees, principal or interest." Gunnison argued that paragraph 12's qualifier that it was "specifically subject to the provisions of paragraph 6" had to be read in the context of paragraph 6's reference to "Borrower" repayment. Holladay contended that the provision meant that principal was to be paid on a last-in, first-out basis, whatever its source.

1 5 Gunnison also argued in the alternative that the contract was ambiguous and that extrinsic evidence of the parties' intent regarding the allocation of collateral proceeds supported its interpretation. In support of this position, Gunnison submitted affidavits from Gunnison's viee president at the time of the agreement and from the president and CEO of Holladay during the same period. Both affidavits stated that the parties intended to distribute proceeds from the sale of collateral in proportion to their respective ownership interests in the loan.

T6 The district court ruled that the contract was unambiguous and declined to consider the affidavits Gunnison submitted with its motion.

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Cite This Page — Counsel Stack

Bluebook (online)
2014 UT App 17, 319 P.3d 747, 752 Utah Adv. Rep. 21, 2014 WL 266289, 2014 Utah App. LEXIS 17, Counsel Stack Legal Research, https://law.counselstack.com/opinion/holladay-bank-trust-v-gunnison-valley-bank-utahctapp-2014.