Huntington Natl. Bank v. R Kids Count Learning Ctr., L.L.C.

2017 Ohio 7837, 97 N.E.3d 1228
CourtOhio Court of Appeals
DecidedSeptember 26, 2017
Docket16AP-688
StatusPublished
Cited by8 cases

This text of 2017 Ohio 7837 (Huntington Natl. Bank v. R Kids Count Learning Ctr., L.L.C.) is published on Counsel Stack Legal Research, covering Ohio 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 Natl. Bank v. R Kids Count Learning Ctr., L.L.C., 2017 Ohio 7837, 97 N.E.3d 1228 (Ohio Ct. App. 2017).

Opinions

DORRIAN, J.

*1231{¶ 1} In this appeal and cross-appeal from a decree of foreclosure entered by the Franklin County Court of Common Pleas, the parties continue their dispute over the enforceability of a leasehold mortgage. Although multiple parties participated (or declined to participate, resulting in default judgments) in proceedings in the trial court, the active parties on appeal are defendant-appellant, The Sehgal Family Limited Partnership ("Sehgal Family"), holder of the fee interest in the subject property, and plaintiff-cross-appellant, Huntington National Bank, holder of a note secured by a mortgage upon a leasehold interest.

I. Facts and Procedural History

{¶ 2} The facts of this case, while largely undisputed, require recitation in some detail and will be developed chronologically. In 1977, MedVest Investments ("MedVest") acquired fee-simple title to a 1.5-acre parcel located at 6725 Karl Road in Franklin County, Ohio. In 1978, MedVest then leased .6 acres (the "subject property") out of the 1.5 acre parcel to a related entity, ScioVest Ltd. ("ScioVest"), which planned to construct a daycare center on the premises. This 99-year renewable lease (the "ground lease") at $100 per year was not an arms-length transaction. The terms of the ground lease further provided that ScioVest could not sublet the subject property without the fee owner/lessor's permission, and that all permanent improvements, including structures and fixtures, would become the property of the lessor at the termination of the lease. ScioVest then duly improved the subject property with a building and fixtures and operated a daycare center on the premises.

{¶ 3} In 2007, ScioVest executed an assignment of its leasehold to defendant-appellee R Kids Count Learning Center, LLC ("R Kids") for the price of $311,000. MedVest, still fee owner of the subject property, consented to the assignment and entered into a lease modification with its new tenant, R Kids, that shortened the initial lease term so that it ended in 2032, renewable for 50-year terms. To finance its acquisition of the leasehold interest, R Kids borrowed $286,400 from Huntington secured by a note and mortgage on the leasehold interest in favor of Huntington. The mortgage was duly recorded in Franklin County, although the trial court in this case would ultimately find that the recordation fell outside the chain of title for the fee interest in the 1.5 acre parcel, being recorded only under the name of the lessee. In conjunction with the lease assignment, MedVest, as lessor, entered into a "subordination, consent, and non-disturbance agreement" in favor of Huntington that subordinated MedVest's rights as fee owner and lessor. Huntington chose not to record this instrument.

{¶ 4} MedVest thereafter transferred its fee-simple title in the entire 1.5 acre parcel to Karl Road Medical Property, LLC ("Karl Road Medical") by general warranty deed in 2008, subject to the leasehold held by R Kids. In 2009, the fee interest in *1232the 1.5 acre parcel again changed hands when Karl Road Medical conveyed its interest to Sehgal Family.

{¶ 5} Five years after acquiring the leasehold from ScioVest, R Kids decided to sublet the daycare building. On November 19, 2013, the principals of R Kids purported to execute a sublease of the subject property to another daycare operator, Just Like Grandma's Learning Center, LLC, which took over exclusive possession of the daycare building. R Kids did not seek Sehgal Family's prior consent for the sublease, although R Kids would later demand a retroactive acquiescence when business relations soured between R Kids, Sehgal Family, and Huntington.

{¶ 6} R Kids defaulted on its note payments to Huntington, and, on February 27, 2014, Huntington took a cognovit judgment against R Kids for the unpaid balance. Huntington filed its initial complaint in foreclosure on May 9, 2014, followed by a first amended complaint filed July 24, 2014, and a second amended complaint filed October 14, 2014. In the interim, in June 2014, Sehgal Family sent R Kids a notice of default and termination of ground lease, based in part on R Kids' attempt to sublease the daycare property without consent.

{¶ 7} Sehgal Family's answer to the second amended complaint included a counterclaim against Huntington seeking declaratory judgment to establish that the ground lease had terminated and Huntington had no further rights against the subject property. Sehgal Family brought a cross-claim against R Kids for breach of the ground lease for improper sublet, failure to pay property taxes, and violations of health and fire codes. Sehgal Family also brought a cross-claim against Karl Road Medical for breach of the warranty deed by which Karl Road Medical had conveyed the 1.5 acre parcel to Sehgal Family.

{¶ 8} Various parties failed to appear or answer in the case, most significantly R Kids. On December 16, 2014, Sehgal Family moved for summary judgment on its counterclaim against Huntington. On May 12, 2015, Huntington moved for default judgment or summary judgment, as appropriate, against all defendants. On June 19, 2015, Sehgal Family moved for default judgment against R Kids on its cross-claim. Huntington attempted to oppose default judgment in favor of Sehgal Family on this claim by filing a memorandum in opposition based on Huntington's rights as mortgagee with an interest in R Kids' leasehold. Huntington also proposed to "cure" R Kids' default by paying the nominal rent owed and requesting that Sehgal Family furnish information regarding any unpaid taxes that were the responsibility of R Kids under the ground lease. In connection with Sehgal Family's prior refusal to accept the proffered rent or furnish tax information, Huntington filed motions to interplead corresponding funds with the court on January 14, 2015, and March 30, 2016, both of which the trial court granted.

{¶ 9} The trial court addressed the competing motions for summary judgment through a series of interlocutory decisions rendered on April 29, and June 19, 2015, May 12, August 15, and a final entry on September 28, 2016. For purposes of this appeal, the essential aspects of the trial court's final judgment consist of a finding that Sehgal Family properly terminated the lease due to breach by R Kids, but that Huntington's mortgage interest in the leasehold survived termination of the lease by application of Ohio's lis pendens statute. The court further found that the subordination agreement executed in favor of Huntington by prior fee-simple owner MedVest was unenforceable against subsequent fee holders because it was never recorded. The court also expressly ruled *1233that Huntington's mortgage was recorded outside the chain of title of the 1.5 acre parcel at the time Sehgal Family purchased its fee interest, but that Sehgal Family was nonetheless charged with constructive knowledge of Huntington's mortgage interest in the lease because Sehgal Family had actual knowledge of the underlying lease itself (and R Kids' presence on the property) at the time of the purchase.

{¶ 10} Based on these findings, the trial court ordered that judicial sale of the lease interest could proceed to allow Huntington to collect on its collateral:

It is further ORDERED, ADJUDGED AND DECREED that the Ground Lease attached hereto as Exhibit "B" is terminated as between Defendant Sehgal Family Limited Partnership and Defendant R Kids.

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Huntington Natl. Bank v. R Kids Count Learning Ctr., L.L.C.
2017 Ohio 7837 (Ohio Court of Appeals, 2017)

Cite This Page — Counsel Stack

Bluebook (online)
2017 Ohio 7837, 97 N.E.3d 1228, Counsel Stack Legal Research, https://law.counselstack.com/opinion/huntington-natl-bank-v-r-kids-count-learning-ctr-llc-ohioctapp-2017.