Joslin v. Bengal Chef, Inc.

715 So. 2d 1266, 97 La.App. 1 Cir. 1141, 1998 La. App. LEXIS 2383, 1998 WL 399883
CourtLouisiana Court of Appeal
DecidedJuly 9, 1998
DocketNo. 97 CA 1141
StatusPublished

This text of 715 So. 2d 1266 (Joslin v. Bengal Chef, Inc.) 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
Joslin v. Bengal Chef, Inc., 715 So. 2d 1266, 97 La.App. 1 Cir. 1141, 1998 La. App. LEXIS 2383, 1998 WL 399883 (La. Ct. App. 1998).

Opinion

J^SHORTESS, Judge.

Capital Bank & Trust Company in Baton Rouge became insolvent in 1987, and the Federal Deposit Insurance Corporation (FDIC) acquired its commercial paper. Dennis Joslin (plaintiff) buys discounted commercial paper. In 1993 he bought a bundle of Capital’s notes and mortgages from the FDIC. Among those documents were two promissory notes executed in 1986 by Bengal Chef, Inc., to Capital Bank. One note was for $14,000.00; the other was for $102,605.92.

[1268]*1268Plaintiff sued to collect the notes. He originally named as defendants Bengal and the six people listed on the back of the note as guarantors. Ten months after he filed suit, he amended the petition and added four defendants, among them James M. Field and John S. Kean, III, based on continuing guaranties found in the former Capital Bank files. The guaranties sued upon were a $20,000.00 guaranty dated June 25, 1974, a $44,000.00 undated guaranty, and an undated guaranty for a blank amount.

Plaintiff contends 12 USC § 1283(e) and the doctrine set forth by the United States Supreme Court in D’Oench, Duhme & Co. v. Federal Deposit Insurance Corporation 1 protect him from virtually any defenses Field and Kean might raise. That doctrine bars defenses or claims against assets acquired by the FDIC based on oral or secret agreements between the financial institution and the borrower that alter or condition the terms of existing unqualified obligations. Field and Kean contend section 1283(e) and D’Oench, Duhme do not apply because they had been released from those guaranties in 1980, long before the FDIC acquired Capital’s assets.

After a bench trial on the liability of Field and Kean, the trial court made a factual finding that Capital had released them as guarantors. It dismissed plaintiffs suit. Plaintiffs motion for new trial was denied. The trial court noted plaintiff gambled when he bought discounted paper and lost his bet when he failed to prove by a preponderance of the evidence that Field and Kean remained as guarantors. Plaintiff appeals.

IsPlaintiff contends the trial court erred in looking beyond the four corners of the continuing-guaranty agreements. He contends the documents are clear and unambiguous on their faces, and thus the court should not have resorted to extrinsic evidence. He also contends the trial court violated the principles of the D’Oench, Duhme doctrine and section 1283(e) in considering testimony regarding an agreement not shown within Capital’s records.

The issue before the trial court was not a simple interpretation of the continuing-guaranty contracts. Instead, the court was asked to answer a factual question, i.e., whether the guaranties existed in 1987 when the FDIC acquired Capital’s assets.2 The court did not err in going beyond the four corners of the documents to resolve this factual issue. Furthermore, as our discussion of the evidence will show, the court did not violate federal principles, as Capital’s records show the existence of the release.

Factual findings should not be reversed on appeal absent manifest error. Rosell v. ESCO.3 If the trial court’s findings are reasonable in light of the record reviewed in its entirety, the court of appeal may not reverse. Sistler v. Liberty Mutual Ins. Co.4 We must therefore review the entire record and determine whether the trial court’s findings were reasonable in light of the evidence presented.

FACTUAL BACKGROUND

In 1973 Field, Kean, and Wesley Turner bought an interest in Bengal. They endorsed the company’s initial notes and signed continuing guaranties. Field testified he signed the undated guaranties sometime before 1976. In 1976 he and Kean sold their interest in Bengal, but they remained as guarantors until Bengal became more creditworthy. The reverse side of every Bengal note before 1980 indicated it was secured by the pledge of continuing guaranties of Field and Kean.

In 1980 Bengal obtained a line of credit based on the credit of the four Bengal stockholders at that time, Turner, Jerome B. Hopkins, C.M. Smith, and E.N. Smith. A letter from Capital to Turner of April 1980 advised [1269]*1269Turner the line of 14credit was approved conditioned on Capital’s receipt of the continuing guaranties of those stockholders. Turner asked Capital to release Field and Kean as guarantors. Allie R. Pogue, Capital’s executive vice-president in charge of commercial loans, testified he went before the executive committee' and the board of directors and asked that Field and Kean be released. The committee and board both agreed, but the release was never recorded in the minutes of either. Despite the lack of recordation, no one disputes the release was orally granted. Turner wrote Capital’s loan officer thanking him for his work on establishing the line of credit and releasing Field and Kean. And the reverse side of every Bengal note after 1980 lists the four stockholders as guarantors but does not list Field and Kean.

DOCUMENTATION IN BANK RECORDS

Plaintiff contends the trial court erred in failing to observe the principles of the D’Oench, Duhme doctrine. That doctrine does not apply to every inquiry concerning an asset. One widely-recognized exception is when the parties contend no asset existed or an asset became invalid before the FDIC acquired the bank’s assets. This exception can be applied, however, only when the agreement is reflected in the official records of the bank.5

The D’Oench, Duhme doctrine is based on a federal policy to protect public funds against misrepresentations as to the securities or other assets in the portfolios of the banks the FDIC insures.6 The test is whether the security would have the tendency to deceive the creditors or the FDIC.7 Plaintiff contends there is a lack of documentation in Capital’s records showing the release of Field and Kean, and thus a reasonable bank examiner would have been misled into believing their guaranties secured the Bengal notes. We disagree.

Colleen Walsh was employed by Capital from 1980 to 1985. She worked closely with bank examiners from the FDIC and the Louisiana Office of Financial Institutions. She testified the bank examiners looked at the loan applications and then compared the collateral listed on the loan application and on the back of the notes to the collateral held by the bank to ensure they matched. Pledges of the |scontinuing guaranties of Field and Kean are not listed as collateral on any of Bengal’s loan applications after 1980. Thus, a reasonable bank examiner would not have been misled into believing their guaranties secured those loans.

Walsh further testified Capital’s collateral department was not set up to return collateral once it was released. The bank kept all its collateral in one big file and tended to “never g[et] rid of anything.” But the bank examiners did not go through the collateral file if they were satisfied that the collateral listed on the loan applications matched the collateral held by the bank.

Walsh also prepared for the FDIC a running list of all transactions in which bank directors were involved, whether directly or indirectly. During her tenure with Capital, Bengal was never listed as a business in which Field was involved, and Capital was never cited by the FDIC for failing to include it.

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Related

Bank One Texas National Ass'n v. Morrison
26 F.3d 544 (Fifth Circuit, 1994)
D'Oench, Duhme & Co. v. Federal Deposit Insurance
315 U.S. 447 (Supreme Court, 1942)
F.D.I.C. v. McFarland
33 F.3d 532 (Third Circuit, 1994)
Preston Farm & Ranch Supply, Inc. v. Bio-Zyme Enterprises
625 S.W.2d 295 (Texas Supreme Court, 1981)
Rosell v. Esco
549 So. 2d 840 (Supreme Court of Louisiana, 1989)
Sistler v. Liberty Mut. Ins. Co.
558 So. 2d 1106 (Supreme Court of Louisiana, 1990)

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Bluebook (online)
715 So. 2d 1266, 97 La.App. 1 Cir. 1141, 1998 La. App. LEXIS 2383, 1998 WL 399883, Counsel Stack Legal Research, https://law.counselstack.com/opinion/joslin-v-bengal-chef-inc-lactapp-1998.