Sav. Bank of Maine v. Edgecomb Dev.

• Court: Superior Court of Maine
• Decided: May 18, 2010
• Docket: CUMcv-09-582
• Status: Unpublished

Opinion

STATE OF MAINE SUr[,YfOR COURT CUMBERLAND, ss. CIVIL .\CTlON A.iE OF MA.\~~WeP0C;=Kl \T NO: CV-09r 582 cum~~rland, 55, Cler\( 5 \ ~ flC . ~ U,) /11 d D ~) 1-: SAVfNGS BANK OF MAINE i'}\~ 1 n 1G'~ . f/k/ 1I GARDINER SAVINGS fNST, PSB RECE.\\fEO Plaintiff, ORDER v.

EDGECOMB DEVELOPMENT, LLC, BINTUPFS RESTAURANT CORP., & ROGER GTNTLTFF,

Defendants

This case began when the plaintiff, SlIvings Bank of Mlline, brought this

Clction to collect on a series of construction IOClns Cll1egedly in ddClult Clnd to

exercise its flower of 5111e over certain mortgllged propel"ty. The plclintiff now

,1sks the court to tC'rmin,lte the receivership over th

disch

defend

answer

BACKGROUND On August 30, 2005, defendant Edgecomb Development, LLC, obt

finclllcing from plClintiff SClvings Bank of Mlline f/k/ a Gardiner SlIvings Institute,

FSG (the BClnk) for a combined commercilll and residentilll development project.

The financing arrangement gave the Bank a mortgage and a security agreement

with power of sale over the property being developed. Defendants Roger Bintliff,

Edgecomb's owner, and Bintliffs Restaurant Corp. personally guaranteed the

loan. Between September 30,2005, and September 25, 2008, Edgecomb obtained

1 five additional loans with similar security arrangements for a toti11 borrowed

amount of $14,649,785.

The cornmitment letter for the initial loan conditioned the agreernent on

the following term, among others:

Borrower / CUC1fantor agrees that upon sale of ]ots/ uni ts, and after principal reductions, 50% of net sale proceeds will be deposited at Bank for the express purpose of establishing a reserve account for future repayments and project management. The remaining 50% of net sale proceeds shall be disbursed to Borrower.

(M. Dismiss Ex. l\ at 5.)1 None of the subseCjuent loans contained this provision.

[n contrast to the first loan's trC<1tnlent of sales proceeds, the commitITlent letter

for the third loan, dated January 17, 2Cl07, denlanded that:

During the construction phase, interest will be due and payable monthly based on the daily principal balance. The f3ank will receive 10()% of the net sales proceeds to apply against Edgecomb Development loans. Any unpaid principal plus accrued interest will be due ond payable ilt m

(N\. Dismiss Ex. C

precisely how the Bank would opply the silles proceeds to the loons. Other loons

merely reCjuired monthly payments of interest with the entire ilmount due at

maturi ty.

The defendants allege that the Bank's agents and officers promised that

credi t would be ovailable oS long oS the defendonts continued to sell the

development's residentiol reol estate lots. (DeL's Countercl. (I[ 7.) The f3cmk

monitored the development's progress on a monthly basis, and the Bank's

president would personally evaluate the project approximotely once every three

I The commitment letters arc part of the contractual agreements from which the

defendonts' countercloims arise ond m.ay be considered without converting this motion to dismiss into a motion for summary judgment. Mooriy v. Stnte Liq/lor S­ Lottery Co 1/1111 'II, 2004 ME 20, err 11, 843 A.2d 43,47. 2 months. (DeL's Countercl. 9[ 8.) Tn August 2005, Bank agent Richard Alden went

so far as to say that the Bank was partnering with Edgecomb Development on

the project and would take control of sales revenues completely, man<1ge

p<1yments, escrow for future payments <1S a p<1ydown on princip<1I, ilnd

reimburse the defendants for payments made to third-p<1rty contr<1ctors. (DeL's

Countercl.

<1nd represented th<1t the projcct had plenty of cquity. (DeL's Countl'rcl.

The defcnd<1nts claim thilt the project was successful and th<1t the l3<1nk

p<1rticip<1ted in the s<1les of all completed property. (DeL's Countercl. <1[<1113-14.)

The 8<1nk took <111 of the net proceeds of the s<11es. (DeL's Countct"cl. <1114.) From

the st<1rt of the parties' relationship, the B<1nk would usc these funds to reimburse

the defendilnts for payments m<1de to third-pilrty contrclCtors. (DeL's COlintercl.

<1115.) In 2006 the r3<1nk's ilgents begiln m<1king monthly inspections of the

development to eV'llu<1te the work that had been done, discuss existing Clrld

prospective sales, <1nd discuss the project's future. (DeL's Countercl.

these meetings the Bank representatives <1sslired the defend<1nts th'lt the r3,lllk

would continue to provide funding until the project WilS complde, LInd th<1t

requisitions would be p<1id as long as the completed properties continued to sell.

(DeL's Countercl.

In 2008 the Bank appointed Mr. 13intliff to its advisory bO<1rd <1nc! gave him

a check for $100,000. (DeL's Countercl. 9f 22.) In the Autullln of thilt ye<1r, the

FDIC began to audit the Bank's finances <1nd banking practices. (DeL's Countercl.

<1124.) As the Bank was coming under scrutiny, its 10<1n officer Katie Vickers told

the defendants th<1t their credit limit for new loans had increased. (DeL's

Countercl. 9125.) It was at this time tha.t the Bank stopped paying the defendants'

3 requisitions, though it continued to take 100% of the project's nd proceeds.

(Def.'s Countercl. err 26.) The Bank assured the defendants that payrnent of the

requisitions would recommence in the near future. (DeL's Countercl. 9126.)

Between the Au tumn of 200R and the Summer of 2009, the defendants

incurred between $700,000 and $ROO,OOO in construction costs \vhich they

submitted to the Bank. (Def.'s Countercl. (1125.) The Bank told the defendants that

it \·vas unable to cover the requisitions due to the presence of the FOre auditors,

but would do so in the near future. (Def.'s Countercl. (11127.) Sales totaling

approximately $1,700,000 were rnade during this period. (Def.'s Countercl.

(11fll 2H-29.) The defendants did not seek to secure alternative sources of fin

at any time. (Def.'s Countl'rcl. (1117.)

In April 2009, the 13ank's president, Arthur Marcos, pcll'ticipclted in the

monthly site-inspection and told the defendants: "We'l-e behind youIOO'!ri. I like

this project." (Dcf.'s Countel'd. ('I 30.) Two weeks later on Mclyl, 2009, the 13clnk

declclred the defendants in default. (DeL's Countercl. (1131.) r'rior to the

declar

and milde the payments internally from sales' proceeds. (Def.'s Countercl. (1136.)

The defendants claim that the Bank did not give them notice thclt this procedure

was changing and that the defendants would be responsible for making those

payments. (Def.'s Countercl. crr

Order to Cease and Desist from the Office of Thri ft Supervision. (Def.'s

Countercl. 91 32.)

On October 28, 2009, the Bank filed an action to collect on the loans and

exercise its power of sale over the property. A receiver was appointed on an

emergency basis, and the property was sold for $7,500,000 at auction on January

4 29,2010. The Bank was the only bidder. On February 16, 2010, both parties were

given le

motions to dismiss the defend

recei vership. The defend

motion to

DISCUSSION

The Gcl1lk's unopposed motion to termin

the receiver is gr

lllotion to amend their

c

Civ. (II. '15(,1), particul

plee1ding. SCI' Pol/cr, Prcscoll, JOl/lieso/l [or' Nelsol/, P.A. v. COII/Jlllell, 199B M ~ 70,

(II W, 70B A.2d 2BJ, 2S6-S7 (citing Barkley v. Coorf Will [-lol/Il' I\s:;'l/, 495 A.2d '12JS

(Me.19S5)). The defend

with the f

litige1tioll is still in the e

pn.'iudiced by the

The defend

of Or

Bre<1ch of FiduciClry Duty; Negligent Misrepresentation; Negligence; Promissory

Estoppel; Unjust Enrichment; <1nd Fraud or Fraudulent Misrepresentation.

On a motion to dismiss, the court examines "the complaint in the light

most favorable to the rcounterclaim) plaintiff to determine whether it sets forth

elements of Cl cause of action or alleges facts that would entitle the kounterclc1imJ

pl

5 COIIIIIl'II, 2004 ME 20, err 7,843 A.2d 43, 46 (quoting III rc Wngc PnYl/lcllt Litig., 20ClO

ME 162, err 3, 759 A.2d 217, 220). The complaint's material allegations "must be

taken as cldn1itted," and "dismissal should only occur when it appears beyond a

doubt that CI plaintiff is entitled to no relief under any set of fact.e; that he might

prove in support of his claims." Moony v. Slnte Liqllor t-:r Lottery COllI/II 'II, 2004 ME

20, ~r 7, 843 A.2d 43, 47 (quoting Livollin v. Tawil of ROllle, 1998 I\!ll~ 39, (If 5, 7Cl7

A.2d 83, 85; McAfei' v. Cole, 637 A.2d 463,465 (Me. 19(4)) (intern<11 quot<1tions

omi tted).

1. Breach of Oral Contract

The [)clnk contends th<1t the ClpplicClb1c stCltute of frm](.is, 1Cl fVI.RS.A.

§ '1146, Clnd the parol evidence rule preclude consider<1tion of extrinsic evidence

relClting to the parties' contr,lctua] relCltiollships. The dcfendilnts counter th<1t the

st,ltue of fr

contr,lctuzl1 terms or conditions mClY be

'lrgue th

The StCltu te of frauds requires thClt "any agreement to lend money, extend

credit forbe

the repClyment of ,1 debt for more thCln $ 250,000" be evidenced by CI writing

signed by the party to be ch

w

agreement fClil[s] to notify the borrower th

must be in wri ting for an action to be m

or series of wri tings can suffice to prove thClt the pClrties did in fClct hClve Cl

contractual rclCltionship. BrowII Del!. Corp. v. HClllOlln, 20Cl8 ME 146, 9f 12, 956 A.2d

6 104, 108 (ci ting Vlclls Fnrgo HOllie lv'Iortgngc, Tllc. (I. Spnllldillg, 2007 [vlE 11 (-i, CJ! 20,

930 A.2d 1025, 1030).

E

writings satisfy the st

dcfendelllts do not claim th

contr

provisions appended to the writings. When the statute of frauds has been

satisfied, the court may consider extrinsic evidence to resolve elll clmbiguity in the

writing. Villns hy tllC Sen OWllers Ass 'II v. Cnrrity, 2000 ME 48, (II 10,748 A.2d 457,

4(-il. The court mclY

adding to the writing if the

2008 ME 140, (11(11 '12-13,956 A.2d at 108.

These exceptions to the genertll exclusion of "extrinsic evidence offered to

v,lry, tldd to, or contrtldict the terms of on integrated written agreement" could

apply here. Td. (1113, 95(-i J\.2d at 108. Drawing all retlsontlble inferences in the

defendants' ftlvor, it is entirely possible that the written contr

tlmbiguous or unintegrated. For example, the written provision requiring the

Btlnk to

the proceeds would be applied over time or in one lump sum. (Sec M. Dismiss

Ex. A at 5, Celt 2.) Without deciding that it is so, this could be

ambiguous provision. Tn this gap, the defendants' allegtltions th

or

payments, but failed to do so, could show that the Bank did breach tln oral

provision of the contract.

7 Alternatively, the defendants contend that the p

contrtlct by which the Bank vvas bound to continue extending credit so long tiS

the defendants continued to develop and sell property. If all of the defendants'

tlllegations tire true, the Bank's words and conduct could have given rise to a

uni!tltel"tI] contract on which the defendants ha.d begun to perform. SCI' To/ienlo v.

Port/olin W. NeiglllJorllOon Plollllillg COlIlICil, 1997 ME 194, err ] 7 n.2, 705 A.2d 696,

701 n.2 (Lipez, J., dissenting) (citing 1 Arthur L. Corbin et a1., Corbin on

Contrtlcts § 1.23, at 89 (rev. cd. 1993)) (explaining tl1e elements of a unilateral

contract). 'rhe sttltute of frauds would not necessarily preclude such a contract in

this case because the Bank allegedly failed to give notice thtlt it would be

unenfol"ce

COlllnclI Not'! Balik, 2006 ME 11, <117,889 A.2d 1014,10'17 (section 1'146 notice

given for one IOelll does not provide

l3cc

fOI" bree1ch of contract under some legtll theory, Count r of their countercltlim

survIves.

2. Breach of the veC's Duty of Good Faith and Fair Dealing

While a creditor-debtor rel

duty on either p

bith

ScnrlJorDllgll, 615 A.2d 248,250 (Me. ]992) (citing 11 M.R.s.A. § 1-203 (1964)).

"Good faith" reCJuires "honesty in f

11 M.R.S.A. § 1-201 (19) (2009).

8 Accepting thClt the dcfendClnts l1lCly be Clble to prove the BClnk breClched the

pCldies' contrClct, the defendClnts Cll1ege thClt this breClch WClS intentiontll C1nd

mtllicious. The dcfendClnts claim thClt between 2008 and 2009 the Bank knew it

could no longer extend credit or reimburse the defendants' construction

expenses, but fCilsely assured the defendClnts thC1t it would continue to do both.

These false assurClnces induced the defendClnts to make Cldditional expenditures

improving the valuc of the property shortly before foreclosure. This, if true,

could constitute Cl breach of the implied duty of good fClith ClS well ClS Cl breClch of

the tllleged contrClct.

However, the lClW docs not creClte Cl sepClrClte CCluse of action for breach of

the UCC's implied duties. U.C.C; § 1-304 clllt.l (2004) (enClcted as 1'1 M.R.s.A.

§ 1-203 (2009)). 'TJ'lhe doctrine of good fClith merely directs , 1 court tovvards

interpreting contrClcts within the colllmerciCl] context in which they Me cre'1ted,

performed, ,1nd enforced, Clnd docs not create a sepClr,1te duty of fairness 'lIld

reClsonClbleness which can be independently brcClched." Id. While till' UCC's

implied duties IllCly guide the court's interpretCltion of the contrClcts Clnd Clffect the

remedies ClvClilable to a pClrty in the event of breClch, it docs not SUPPOI't Cl

SCpClr<1.te c]Clim independent of that for breach. Id. The defendClnts' Count r[ is

dismissed Clccordingly.

3. Breach of Fiduciary Duty

The creditor-debtor relCltionship generCllly does not impose fiduciClry

duties on either pClrty. First NH Bnl/ks Gml/ite Stnte, 615 A.2d Clt 250; 5('(' Cnllldell

Nnt'l Bnllk v. Crest COllstr., [11C., 2008 ME 113, cIT 11, 952 A.2d 213, 216 (sClme for

11l0rtgClgee-nlOrtgClgor reICltionship). Absent Cl stCitus or agreement thtlt imposes Cl

fiduciary relationship, such duties may still exist where one party actually places

9 trust Clnd confidence in the other and "a great disparity of position Clnd

influence" exists between the parties. Cn/llriCll Nflt'! Bflllk, 200R rvrE 113, (lI 13, 952

A.2d CIt 217 (quoting RIIe!JSfllllCll v. Mflrirfocks, 340 A.2d 31, 35 (Me. 1975)) (internCll

quotCltions omitted); sec Morris v. Rcsollltioll Tntst Corp., 622 A.2d 70R, 712 (Me.

1(93).

While the pClrties in this case trusted each other to bithfully perform their

contractual duties, the defendClnts have not alleged facts thClt, if proven, could

creClte CI fiduciClry relationship. First, the defendants have not shown Clny "greClt

dispClfity of position Jnd influence" between themselves Clnd the BClnk. All

porties were sophisticJted business entities. While the defendants' COITectly point

out thClt the 13C1llk WclS in CI better position to know whether it could mClke good

on its promises, this Jdvantage is common to most pJrties in most contrClcts.

Similclrly, the only trust the dcfendJnts J1lege to hClve placed in the BClnk WClS the

trust thClt it would honor the contr

circumstJnces would essenti

contrJctuJlly bound creditors and debtors. The court will not do this. Count III of

the defend,lIlts' counterclJim is dismissed.

4. Negligent Misrepresentation & Promissory Estoppel

The dcfendClnts claim thJt the BJnk neglip;ently misrepl'esented its Jbility

cl1ld vvillingness to continue financing the project, Clnd thClt they reclson

on these misrepresentations to their detriment. Alternatively, the defendClnts

argue that their reasonable reliance on the B,mk's statements was foreseeable and

they should thus be allowed to recover under the theory of promissory estoppel.

10 Maine has adopted the Restatement (Second) of Torts' standard for

negligent misrepresentation. Rnllrl v. BntlJ [roll '!\forks Corp., 20m ME 122, (l[ 13, 832

A.2d 771, 774. Section 552(a)(1) of the Restatement states:

One who, in the course of his business, profession or employment, or in any other transaction in which he has a pecuniary interest, supplies false information for the guidance of others in their business transactions, is subject to liability for pecuniary loss caused to them by their justifiable reliance upon the information, if he fails to exercise reaso!lC1ble care or competence in obtaining or communicating the information.

[ri. (C]uoting Restaternent (Second) of Torts § 552(a)(1) (1977)) (el1lphasis

removed). Maine has also C1dopted the Restatement (Second) of Contracts'

definition of promissory estoppel C1S:

A promise which the promisor should reasonably expect to induce action or forbeclfance on the part of the promisee or C1 third person ,md which docs induce such C1ction or forbearC1nce is binding if injustice can be C1voided only by enforcement of the promise. The remedy grclnted for breC1ch may be Ii mited as justice reC] Ut res.

J-[nrvl'.'! V. Dow, 2008 ME '192, (II l'l, 962 A2d 322, 325 (quoting Restatement

(Second) of Contracts § 90(1) (1981)).

The defend,lnts argue thC1t the Bank expressly told them that it would

continue to finance the project so long as completed properties continued to sell,

even though the !3,mk should have known that this WC1S not troue. The BC1nk's

statement allegedly induced the defendants to enter the now-disputed contrC1cts,

by which the defendants hC1ve been harmed. The only hC1rm alleged under

Counts TV ,md VI is thC1t the contracts entitle the Bank to take 100% of the net

sales proceeds from the project and C1pply those funds to the defendants' loans.

The defendC1nts clClim thC1t they would not have agreed to this term if they had

known that the BC1nk would not be C1ble to finance the project through its

completion.

11 The defendants' negligent misrepresentation claim must fail for the sirnplc

reason that the Bi1nk's alleged statenlent was not a representation of fact. It was,

instead, an expression of the Bank's intended future action, or a promise to tClke

certClin Clctions in the future. On the surface this mi1Y appear to support the

defendants' claim of promissory estoppel, but that too must fail. The defendClnts

claim that they were harmed by unfClvorablc contract terms they agreed to in

reliClnce upon the Bank's promise of future financing. Stated a different way, the

defendants Clrgue that they understood the Bank's promise to be Cl part of the

parties' bargain despite the fact that it was not included in the written

agreement. This is the issue of contri1ct interpretation raised in the defendants'

Count I. The defendants have failed to plead independent prima facie c1<1ims for

negligent misrepresentation and promissory estoppel, and both Counts IV and

vr i1re dismissed. 5. Negligence

The defendi1nts' COLlnt V asserts negligence on the s

underlying their claim lor negligent misrepresentation. They claim th

p

prevent pecuniary loss to the defendants. Neither a creditor-debtor nor a

mortgclgee-mortgilgor rcJ

CnllldclI Nnt'l Bn/lk, 2008 ME 113, 9111,952 A.2d 213, 216 (citing Morris, 622 A.2d

i1t 712). The defendants have not pleaded any facts that would create

contractual duty between the parties and their claim for negligence is dismissed.

6. Unjust Enrichment

Count vn of the defendants' counterclaim alleges that the Bank retained a

benefit from the 1000n transi1ctions at the defend

12 the Bank's failure to extend credit inequitable. The doctrine of "unjust

enrichnient describes recovery for the value of the benefit retained when there is

no contractual relationship, but when, on the grounds of fairness and justice, the

lilV\! compels perfonnilnce of a legal ilnd moril] duty to PilY." Top (:l tI,C Tmck

Assocs. v. Lcwistoll Rn(cwnys, 654 A.2d 1293, 1296 (Me. 1(95) (quoting AF.A.B.,

Tllc. v. Town ofOlri Orc!Jnrrl Bcnell, 639 A.2d 103, 105 n.3 (Me. 1(94)) (internal

quotiltions omitted). Here the loan transactions were cleClrly governed by il

contnict. While the contours of that contract may be in dispute, its unchallenged

existence precludes the defendants from recoveri ng undel" the theory of unjust

enrichment in connection with the IOZlns. The dcfendilnts' Count vir is dismissed.

7. Fraud

Count vrrr alleges fraud. Frcll1d must be proven by cleZlr Zlnd convincing

evidence. nf7llrl, 2003 ME '122, (If 9, H32 A.2d Zlt 773. The defencbnts must show:

('I) that the IBZlnkl made Zl fcilse representation, (2) of a mc1terial fZlct, (3) with knowledge of its falsity or in reckless disregZlrd of whether it is true or folse, (4) for the purpose of inducing the IdefendZlnts] to oct in relionce upon it, and, (5) the rdefendontsj justifiably relied upon the representation as true and acted upon it to the [defendants'] damage.

Tri.

The defendants claim that in the Autumn of 200H the Bank knew it WilS

under investigation by the FDIC, WZlS in il precClrious financiClI situation, c1nd

would probably not be able to continue extending credit. (Def.'s Counterc1.

9f9f 84-85.) Nonetheless, at this time Bank representative Richard Alden told the defendants that the Bank was behind the project "md would conti nue to extend

new loans as long as finished properties continued to sell. (Dei.'s Countercl.

(If 87.) Furthermore, Bank loan officer Katie Vickers told the defendants that their

credit limit had been increased due to the Ba.nk's recent acquisition of other

13 financiC1[ institutions. (Def.'s Counterc1. 9I 25.) Tn April 2009, Bank president

Arthur MC1rcos mC1de simi[C1r statements expressing his C1nd the BC1nk's C1bsolute

finC1nciC1l support for the defendants' enterprise. (Def.'s Counterc1. 1r 88.)

While the BC1nk's representatives were !1IC1king these statements, the Bank

hC1d stopped reirnbursing the defend C1n ts for construction costs. It hC1d been the

pC1rties' practice for the Bank to disburse funds covering such costs from the

SC1[es' proceeds under its control. (Def.'s CountercJ. ([r(lr 27-28.) When C1sked about

the chC1nge, the Bank promised thC1t the disbursements would resume in the neilr

future llnd encouraged the defendants to continue expending their own funds on

developing the project. (Dct.'s Countercl.

expressions of fin,11lciC1] C1ssurance, the defendC1nts did expend C1n C1dditionlll

$700,000 to $800,000 of their own funds on project improvements. (Def.'s

Countcrcl. (II 94.) The BC1nk stopped making internC1] pC1yments to service the

defendants' !o,l1lS C1nd foreclosed shortly thereC1fter. (Def.'s Countercl. (11(11 :10-:11.)

The ddend'lnts C1l1ege thC1t the BC1nk, knowing it WC1S in finllnciC11 trouble

llnd intending to foreclose on the project, purposefully misrepresented its

willingness llnd C1bility to PC1y the defendC1nts' expenses llnd extend new

finC1ncing. (Def.'s CountercJ. 9r 93.) The BC1nk's purpose WC1S to induce the

defendC1nts to invest their own money on improving the tot'll v,l]ue of the project

bdore the Bclnk took it through foreclosure. (Def.'s Countercl. (Ir 93.) The

misstcltements illso prevented the dcfendC1nts from finding C1Iternative sources of

funding thC1t would have C1llowed them to refinance their debt C1nd ,woid

foreclosure. (Def.'s Countcrcl. (j[ 95.)

The defendants have alleged a colorilble claim for frC1ud wi th reCJuisi te

specificity. If the defendants are able to prove their allegations, the Bank's actions

14 could be found to constitute fraud. It misrepresented facts about its own financia.l

posi tion in order to obtain an economic advantage by deceiving the dcfendclnts.

The Bank's Clbility and willingness to provide future funding WClS mClterial to the

defendants' conduct of their own business, and the defendants' reliance on the

BClnk's rcpresentCltions Clbout its own economic position could hClve been

n.'Clsonable. At this emly stage of the litigation, the court cannot say the clClim is

barred ClS a matter of lClw and the defendants' Count VITI survives.

The entry is:

The BClnk's motion to terminate receivership is granted, as is the

defendClnts' motion to amend their answer. The Bank's motion to dismiss the

defendClnts' counterc1Clims is grClnted on Counts II through VII for breach of the

UCC's duty of good fClith Clnd fair deClling, breClch of fiduciClry duty, negligent

misrepresentCltion, negligence, promissory estoppel, cllld

motion to dismiss is denied on Counts! Clnd VlH, b Clnd fraud.

DATE: 4u~1 201 0

15 ~w

SAVINGS BANK OF MAINE VS EDGECOMB DEVELOPMENT LLC ET ALS UTN:AOCSsr -2009-0118939 CASE #:PORSC-CV-2009-00582

01 0000007826 COLLINS, NATHAN 30 MILK STREET PO BOX 449 PORTLAND ME 04112-0449 F EDGECOMB DEVELOPMENT LLC DEF RTND 12/14/2009 - -F BINTLIFFS RESTAURANT CORPORATION DEF RTND 12/14/2009 F ROGER BINTLIFF DEF RTND 12/14/2009

02 0000003304 MANHEIMER, JACOB ONE MONUMENT SQUARE PORTLAND ME 04101 F SAVINGS BANK OF MAINE PL RTND 10/28/2009