Huntington National Bank v. Aronoff Living Trust

853 N.W.2d 481, 305 Mich. App. 496
CourtMichigan Court of Appeals
DecidedMarch 27, 2014
DocketDocket No. 309761
StatusPublished
Cited by120 cases

This text of 853 N.W.2d 481 (Huntington National Bank v. Aronoff Living Trust) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Huntington National Bank v. Aronoff Living Trust, 853 N.W.2d 481, 305 Mich. App. 496 (Mich. Ct. App. 2014).

Opinion

M. J. KELLY, J.

In this suit to enforce several notes, letters of credit, and guaranties, defendants Daniel J. Aronoff; Arnold Y. Aronoff; their related trusts, the Daniel J. Aronoff Living Trust and the Arnold Aronoff Revocable Trust; and their business entities, Eagle Park Associates Limited Partnership, Tampa Associates Limited Partnership, The Star Group, Inc., Edison Farms, Inc., and Strategic Equities, Inc.,1 appeal by right the trial court’s judgment granting plaintiff Huntington National Bank’s motion for summary disposition. On appeal, Daniel Aronoff, Arnold Aronoff, and the Aronoff entities argue that the trial court erred by granting Huntington’s motion for summary disposition and, in the alternative, erred by failing to explicitly include a provision for adjusting interest on the unpaid debt in the judgment. Because we conclude there were no errors warranting relief, we affirm.

[499]*499I. BASIC FACTS

Daniel and Arnold Aronoff own and operate various businesses. They financed their business activities in part through loans from Huntington. Eagle Park obtained a loan from Huntington for more than $14 million in December 2001, which Arnold Aronoff, his trust, Tampa Associates, and Strategic Equities guaranteed. Tampa Associates, under its former name, obtained a loan of more than $7 million from Huntington in December 2003. Arnold Aronoff, his trust, Eagle Park, and Strategic Equities guaranteed that loan. Daniel and Arnold Aronoff and their trusts took out a loan for more than $13 million from Huntington in February 2009. Tampa Associates, Eagle Park, The Star Group, Glades Enterprises, and Edison Farms each guaranteed that loan. Arnold Aronoff and Tampa Associates secured a standby letter of credit from Huntington in favor of the City of Novi. The City of Novi drew on the letters of credit in January 2010 and Arnold Aronoff and Tampa Associates became liable to Huntington for the outstanding balance.

After defaults on the notes and letters of credit, Huntington demanded payment from the obligors and guarantors of each note and letter of credit, but was unable to obtain full payment on the debts. In May 2010, Huntington sued Daniel Aronoff, Arnold Aronoff, and the Aronoff entities. By May 2011, it had amended its complaint to include all the outstanding notes and letters of credit involved. In its second amended complaint, Huntington asked the trial court to enter a judgment of more than $27 million each against Arnold Aronoff, his trust, Eagle Park, Tampa Associates, and Strategic Equities. It also asked for a judgment of almost $15 million each against Daniel Aronoff, his trust, the Star Group, Glades Enterprises, and Edison [500]*500Farms. Huntington also asked the trial court to award it interest, costs, and attorney fees.

In answer to Huntington’s claims, defendants alleged numerous affirmative defenses. In relevant part, they alleged that Huntington’s claims were barred because it was impossible to perform after the advent of “unprecedented and unforeseen economic conditions” affecting business in Michigan and Florida. They also alleged that Huntington “reneged” on a $5 million loan commitment that it made to them in October 2007. They explained that Huntington’s failure to meet its commitment placed them in a “distressed economic position and near insolvency.” Had Huntington fulfilled the loan commitment, they further stated, the debt would have been significantly reduced. For that reason, they asked the trial court to offset Huntington’s claims by the amount that they would have been able to repay had Huntington not “breach[ed]” its obligations under the October 2007 loan commitment. They also claimed that Huntington’s actions with regard to the October 2007 loan commitment amounted to fraud or misrepresentation, which negated their own liability under the notes, letters of credit, and guaranties.

In June 2011, Huntington moved for summary disposition under MCR 2.116(C)(9) and (10). Huntington argued that it was undisputed that defendants executed the notes, letters of credit, and guaranties at issue and failed to make the required payments under those agreements. Huntington also argued that the affirmative defenses that defendants alleged in their answer could not serve as a bar to Huntington’s claims. It noted that the loan commitment allegedly made in October 2007 predated one loan and predated the amendments to others. For that reason, whatever effect that loan commitment might have had, it was superseded by [501]*501subsequent agreements. Huntington also argued that MCL 566.132(2) barred any defense arising from the alleged October 2007 loan commitment because the loan commitment was not in writing and signed by someone authorized to act on Huntington’s behalf. Finally, Huntington argued that a downturn in economic conditions did not amount to a defense to the required payments. Because the undisputed evidence showed that defendants were hable for the payments required under the notes, letters of credit, and guaranties, and had no valid defense to the claims, Huntington asked the trial court to grant summary disposition and enter judgment in its favor.

In response to Huntington’s motion, defendants did not directly contest the validity and amounts due under the notes, letters of credit, and guaranties. Instead, they presented evidence and argued that their inability to pay under those agreements arose from Huntington’s wrongful conduct.

They presented evidence that Daniel Aronoff began to negotiate a $5 million line of credit with Huntington in June 2007. The line of credit was to be secured by the proceeds from financial institutions in Florida that Daniel and Arnold Aronoff were in the process of acquiring. Huntington purportedly approved the line of credit in a letter dated July 2007 and the parties were to close on the line of credit by the end of October 2007. However, Huntington failed to close the loan. Despite reassurances that the closing would occur and that the loan documents were being drafted, Huntington still had not closed on the line of credit by November 2007. Finally, in December 2007, Huntington informed the Aronoffs that it would not fund the loan.

Defendants claim that Huntington’s refusal to close the loan led to financial distress; they were even unable [502]*502to meet their January 2008 payroll. They stated that Huntington then used their financial distress to compel them to accept a modified loan deal. The new loan was for $4.3 million rather than $5 million and required them to pledge their remaining assets as security for the loan. The parties agreed to the new loan in February 2008. Defendants presented evidence that, because they pledged the additional property as collateral for the new loan, they were unable to take advantage of other loan and sale offers.

In their answer to Huntington’s motion for summary disposition, defendants argued that Huntington’s refusal to meet the $5 million loan agreement in October 2007 was wrongful and proximately caused significant losses. They maintained that MCL 566.132(2) did not apply because that statute applied only to “actions” and not defenses. In any event, they explained, the documents and e-mails circulated before the proposed closing on the original commitment were sufficient to satisfy MCL 566.132(2). Because their “lender liability defense” would “fully defeat” Huntington’s right to recover under the notes, letters of credit, and guaranties, they asked the trial court to deny Huntington’s motion for summary disposition.

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Bluebook (online)
853 N.W.2d 481, 305 Mich. App. 496, Counsel Stack Legal Research, https://law.counselstack.com/opinion/huntington-national-bank-v-aronoff-living-trust-michctapp-2014.