Iberia Bank v. 3-D Acquisition Co.

921 So. 2d 249, 2006 La. App. LEXIS 110, 2006 WL 224172
CourtLouisiana Court of Appeal
DecidedJanuary 31, 2006
DocketNo. 05-CA-641
StatusPublished

This text of 921 So. 2d 249 (Iberia Bank v. 3-D Acquisition Co.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Iberia Bank v. 3-D Acquisition Co., 921 So. 2d 249, 2006 La. App. LEXIS 110, 2006 WL 224172 (La. Ct. App. 2006).

Opinions

WALTER J. ROTHSCHILD, Judge.

| ../This appeal arises out of cross Motions for Partial Summary Judgment filed in the trial court by plaintiff/appellant, Iberia Bank, and defendants/appellees, Stephen Benton, Sr., Stephen Benton, Jr., Frank Benton, and Christian Brown (hereinafter “the individual defendants”). The trial [250]*250court denied the Motion for Partial Summary Judgment filed by Iberia Bank, and granted the Motion for Partial Summary Judgment in favor of the individual defendants. Iberia Bank now seeks review of the trial court’s judgment. For the reasons which follow, we affirm.

FACTS AND PROCEDURAL HISTORY

On October 9, 2002, Iberia Bank and 3-D Acquisition Company, L.L.C. (“3-D”) entered into a business loan agreement, with a $650,000 principal line of credit. On the same date, a promissory note (“Iberia note”) was executed on behalf of 3-D for $650,000 or such lesser amounts that may be advanced on the revolving |4line of credit. The term of the promissory note was from October 9, 2002 until April 9, 2003, but the parties later extended the line of credit under the promissory note until July 31, 2003.

On the same day that the loan agreement and promissory note were executed, October 9, 2002, commercial guaranties were signed by the individual defendants in this ease, in which they agreed to guarantee payment of 3-D’s indebtedness to Iberia Bank. The guaranties signed by the individual defendants are identical, except in the amount guaranteed by each defendant. Thereafter, in or about November 2002, Iberia Bank acquired from Teche Bank and Trust Company, via assignment, a promissory note (“Teche note”) dated September 17, 2002, executed by 3-D in the principal amount of $353,500.

On June 1, 2004, Iberia Bank filed suit against 3-D and the individual defendants, asserting that it was the owner and holder of both the Iberia note and the Teche note and that defendants were liable for $104,283.28, plus interest, late charges, fees, and costs, which was still owed under the notes. The individual defendants filed an Exception of Vagueness,1 which was granted by the trial court, and plaintiff was given 30 days to amend its petition. Thereafter, on September 24, 2004, plaintiff filed a First Amended Petition, asserting that $104,283.28 was owed under the Teche note only and that the individual defendants were liable for this debt, because their commercial guaranties covered all indebtedness owed by 3-D to Iberia Bank up to the amounts set forth in each guaranty. The individual defendants filed an Answer denying that the commercial guaranties secured the Teche note.

On October 14, 2004, the individual defendants filed a Third Party Demand against Robert Duncan, asserting that he had guaranteed the outstanding | ^indebtedness of 3-D under the Teche note and thus, he is liable for 3-D’s indebtedness under the Teche note. They also filed a Third Party Demand against Kelly Hebert and Charles Hodges, asserting that they signed commercial guarantees securing the Iberia note, just as the individual defendants did, so they would also be liable if it is determined that the individual defendants are liable for 3-D’s indebtedness under the Teche note.

On November 30, 2004, Iberia Bank filed a Motion for Partial Summary Judgment against the individual defendants, asserting that the commercial guaranties signed by the individual defendants secured all of the “present and future” indebtedness of 3-D to Iberia Bank, including the Teche note. In their motion, they sought a determination from the trial court that the Teche note was secured by these commercial guaranties. On January 3, 2005, the individual defendants filed a Mo[251]*251tion for Partial Summary Judgment, asserting that they are not liable for any indebtedness of 3-D to Iberia Bank under the Teche note, because the commercial guaranties that they signed secured the Iberia note only, not the Teche note.

A hearing on both Motions for Partial Summary Judgment was held on February 18, 2005. The trial court denied Iberia Bank’s motion and granted the individual defendants’ motion, finding that the language of the commercial guaranties does not cover the Teche note and thus, the individual defendants are not liable for the indebtedness of 3-D to Iberia Bank under the Teche note. It is from this judgment that Iberia Bank appeals.

DISCUSSION

It is well settled that appellate courts review summary judgments de novo using the same criteria applied by the trial courts to determine whether summary judgment is appropriate. Smith v. Our Lady of the Lake Hosp., Inc., 93-2512 (La.7/5/94), 639 So.2d 730, 750; Nuccio v. Robert, 99-1327 (La.App. 5th Cir.04/25/00), 761 So.2d 84, 87, writ denied, 00-1453 (La.6/30/00), 766 So.2d 544. A motion for summary judgment is properly granted when the pleadings, depositions, answers to interrogatories, and admissions, together with affidavits, if any, show that there is no genuine issue of material fact such that the mover is entitled to judgment as a matter of law. LSA-C.C.P. art. 966(B). Summary judgment procedure is favored, and shall be construed, as it was intended, to secure the just, speedy, and inexpensive determination of every action. Magnon v. Collins, 98-2822 (La.7/7/99), 739 So.2d 191, 195; LSA-C.C.P. art. 966(A)(2).

On appeal, Iberia Bank contends that the trial court erred in denying its Motion for Partial Summary Judgment and granting the individual defendants’ Motion for Partial Summary Judgment, because it misinterpreted the language of the commercial guaranties, which are contracts. Iberia Bank argues that the clear and unambiguous language of the commercial guaranties demonstrates that the individual defendants intended to secure all present and future debts of 3-D to Iberia, including the Teche note, up to the maximum limit contained in .each guaranty. They note that each commercial guaranty provides that the guarantor “absolutely and unconditionally guarantees and promises to pay to Iberia Bank (“Lender”) ... .the Indebtedness (as that term is defined below) of 3-D.... (“Borrower”) to Lender on the terms and conditions set forth in this Guaranty.”

The fourth paragraph of each of the commercial guaranties defines “indebtedness” as follows:

The word “Indebtedness” as used in this Guaranty means individually, collectively, interchangeably and without limitation any and all present and future loans, loan advances, extensions of credit, obligations and/or liabilities that Borrower may now and/or in the future owe to and/or incur in favor of Lender, whether direct or 17indirect, or by way of assignment or purchase of a participation interest, and whether absolute or contingent, voluntary or involuntary, determined or undetermined, liquidated or unliquidated, due or to become due, secured or unsecured, and whether Borrower may be liable individually, jointly or solidarily with others, whether primarily or secondarily, or as a guarantor or otherwise, and whether now existing or hereafter arising, of every nature and kind whatsoever....”

Plaintiff asserts that this language establishes that the guaranties were not intended to secure only a specific debt, but rather were intended to secure all present [252]*252or future debts owed by 3-D to Iberia Bank, including the Teche note that was acquired by Iberia Bank via assignment after the guaranties had been signed.

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Doucet v. Huffine Roofing and Construction
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Magnon v. Collins
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Nuccio v. Robert
761 So. 2d 84 (Louisiana Court of Appeal, 2000)
Campbell v. Melton
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2 La. App. 5 (Louisiana Court of Appeal, 1925)
Smith v. Our Lady of the Lake Hospital, Inc.
639 So. 2d 730 (Supreme Court of Louisiana, 1994)

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921 So. 2d 249, 2006 La. App. LEXIS 110, 2006 WL 224172, Counsel Stack Legal Research, https://law.counselstack.com/opinion/iberia-bank-v-3-d-acquisition-co-lactapp-2006.