Lee County Bank v. Christian Mutual Foundation, Inc.

403 So. 2d 446, 1981 Fla. App. LEXIS 20638
CourtDistrict Court of Appeal of Florida
DecidedJuly 29, 1981
DocketNo. 80-1306
StatusPublished
Cited by3 cases

This text of 403 So. 2d 446 (Lee County Bank v. Christian Mutual Foundation, Inc.) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lee County Bank v. Christian Mutual Foundation, Inc., 403 So. 2d 446, 1981 Fla. App. LEXIS 20638 (Fla. Ct. App. 1981).

Opinion

SCHEB, Chief Judge.

Appellant, Lee County Bank, challenges an order of the trial court refusing to permit it to foreclose a mortgage in default, and requiring it, as trustee, to accept a reorganization plan for rehabilitation of the debtor’s project. We conclude that the trial court acted beyond its power, and we reverse.

In 1972 Wilson Life Ministries, Inc., purchased a 373-acre parcel of land in Lee County for development of Estero Woods Village, a retirement community project. It financed the purchase and commencement of construction through the issuance and sale of bonds which it secured by a first mortgage on the property. Lee County Bank acted as trustee for the bondholders. Wilson eventually merged into Michigan Baptist Foundation which continued the project. While the bonds, aggregating in excess of $4,000,000, were outstanding, the Foundation issued $3,300,000 in unsecured notes. Meanwhile, it continued to make interest payments on the first mortgage bonds on schedule through 1977.

The Foundation continued its sale of unsecured notes until March 22, 1978, when the Comptroller of the State of Florida filed a complaint alleging that the Foundation was insolvent, and that the first mortgage bonds and unsecured promissory notes had not been registered as required by chapter 517, Florida Statutes (1979). The comptroller further alleged that agents of the Foundation had fraudulently induced many bondholders to relinquish their secured position by exchanging their bonds for unsecured notes. The complaint requested an injunction against the Foundation to prevent further sales of bonds or notes and the appointment of a receiver to conclude the Foundation’s affairs and dispose of its property. With the Foundation’s consent the court issued an injunction and appointed appellee Thomas R. Spencer receiver for the project.

After examining the Foundation’s condition, the receiver informed the court that there were no funds available to pay the interest due in April 1978 on the bonds. On May 26 the receiver further reported that the Bank, as trustee for the bondholders, had threatened to institute foreclosure proceedings because of the default in interest. At the receiver’s request the court temporarily enjoined the Bank from foreclosing, and following a hearing in August, it made the injunction permanent.

[448]*448The receiver then obtained several proposals to purchase the property for amounts substantially in excess of that necessary to satisfy the first mortgage. After reviewing numerous proposals he announced that he favored one by the Christian Mutual Life Insurance Company to acquire the property. On September 28, 1979, the court entered an order which tentatively approved a revised plan submitted by Christian Mutual Life and ordered the Bank, as trustee for the bondholders, to subordinate its first mortgage to the possessory interest of tenants under residential agreements executed after September 28, 1979. The Bank declined to participate under this plan, and the court relieved it of its obligation to serve as trustee under any substitute indenture. On March 7, 1980, the Bank filed a formal objection to the plan, and on April 16 it made its first foreclosure request. Then on May 8 it asked the court to reject the plan because of its bondholders’ objections, to dissolve the temporary injunction, and for permission to institute foreclosure.

Despite the objection of the Bank and the holders of a substantial amount of outstanding bonds, the court, after a hearing, issued its Final Order Approving Plan and Sale of Capital Assets on June 17. Under the plan as finally approved, appellee Christian Mutual Foundation, a wholly owned subsidiary of Christian Mutual Life, became the owner of the assets of Michigan Baptist Foundation, free of the first mortgage held by the Bank as trustee and of any other claims and liens. The court approved a four-year moratorium on interest due the bondholders and ordered the Bank to execute a satisfaction of its first mortgage and to deliver it to Christian Mutual Foundation. The Foundation was to then issue first priority replacement notes to the bondholders, these to be secured by a mortgage on the project. While the original bonds matured from 1975 to 1981, the replacement notes approved by the court were to mature by March 1, 1985. Some other creditors were elevated to a secured status but one which was inferior to the replacement notes. Finally, the plan provided for the issuance of first priority notes to holders of unsecured certificates who could establish that they had been fraudulently induced to exchange their bonds for the unsecured notes.

The court found that the plan it approved provided for eventual payment of all principal and interest due the bondholders, thereby affording economic benefits to the Bank’s bondholders beyond those which could otherwise be obtained at a foreclosure sale. It also found that the plan continued the lien rights of those bondholders, and adequately protected the rights of Michigan Baptist Foundation’s other creditors. The court did not otherwise state its reason for enjoining the Bank from foreclosing and for accepting the plan of Christian Mutual Foundation. However, we surmise that it determined that the project was a worthy charitable endeavor which should continue as long as there was a plan to protect the bondholders and other creditors.

Appellees advance a forceful equitable argument for upholding the court’s judgment, contending that the value of the plan, as approved, outweighs any value that foreclosure would return to the Bank’s bondholders and the other creditors. We recognize that the receiver and the court have expended considerable creative effort to fashion an equitable settlement of this major problem. In candor, the plan has considerable appeal when viewed from the standpoint of an equitable settlement. Despite this, the threshold question we must address is whether the court had the power to permanently enjoin the Bank as trustee from foreclosing the mortgage on behalf of its bondholders.

Our analysis focuses on two points: (1) whether a court in its general equitable power can impose a moratorium on foreclosure, and (2) whether chapter 517, under which the comptroller acted, or other statutory authority vests such power in the court.

While the supreme court has stated that some degree of impairment of contract by legislative action is tolerable, in practice, the court “has generally prohibited any [449]*449form of contract impairment.” State v. Chadbourne, Inc., 382 So.2d 293, 297 (Fla.1980). See also Pomponio v. Claridge of Pompano Condominium, Inc., 378 So.2d 774 (Fla.1980); Dewberry v. Auto-Owners Insurance Co., 363 So.2d 1077 (Fla.1978); Yamaha Parts Distributors, Inc., v. Ehrman, 316 So.2d 557 (Fla.1975). On the premise that the constitutional proscription is against the legislature, appellees argue that the judicial branch is not bound to preserve the sanctity of contract provisions. We disagree.

Where there are no allegations of fraud, restraint, oppression, usury, mistake or other facts disclosing an unconscionable advantage, courts of equity have not been permitted to suspend a mortgagee’s right to enforce substantive provisions of a mortgage contract through foreclosure. See Kontz v. Citizens & Southern National Bank, 181 Ga. 70, 181 S.E. 764 (1935); Bolich v. Prudential Insurance Co., 202 N.C. 789, 164 S.E. 335 (1932). In Kenly v. Huntingdon Building Association, 166 Md. 182, 170 A.

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Bluebook (online)
403 So. 2d 446, 1981 Fla. App. LEXIS 20638, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lee-county-bank-v-christian-mutual-foundation-inc-fladistctapp-1981.