Scott Cleveland and Stephanie Cleveland v. Crown Financial, LLC

183 So. 3d 1206
CourtDistrict Court of Appeal of Florida
DecidedJanuary 14, 2016
Docket1D15-3036
StatusPublished
Cited by6 cases

This text of 183 So. 3d 1206 (Scott Cleveland and Stephanie Cleveland v. Crown Financial, LLC) 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
Scott Cleveland and Stephanie Cleveland v. Crown Financial, LLC, 183 So. 3d 1206 (Fla. Ct. App. 2016).

Opinions

LEWIS, J.

Appellants, Scott and Stephanie Cleveland, appeal a foreclosure judgment entered in favor of Appellee, Crown Financial, LLC, raising three arguments, only one of which warrants discussion. Appellants contend that the trial court erred in its calculation of indebtedness because the parties’ Profit Sharing Agreement, expressly limited the financial advances made to Appellants by Appellee to $300,000. For the following reasons, we reverse the judgment and remand.

In March 2010, the parties, along with Marine Tank Terminal, Inc. (“MTT”), executed a Profit Sharing . Agreement (“Agreement”). Appellant Scott Cleveland was labeled the Guarantor. In consideration of the mutual promises and covenants of the parties, Paragraph 1 of the Agreement provided in part:

Subject to the terms and conditions contained in this Agreement, [Appellee] agrees to make the sum of $300,000.00 available to . MTT on .a revolving basis for a term of one (1) year beginning on the date of this Agreement, solely for the purpose of purchasing Crude Products. All sums to bé 'advanced by [Ap-pellee] under this Agreement shall be advanced at such times, in such amounts, to such parties, in such’manner, and under such terms and conditions as [Appellee] (in its sole'discretion) may approve. The aggregate amount outstanding at any one time shall never exceed the sum of $300,000.00.

(Emphasis added). As1 security for “MTT’s obligations,”- MTT agreed to deliver amortgage executed by Appellants for the Walton County property at issue, a security agreement executed by MTT granting Appellee a first lien and-security interest in all of MTT’s inventory and accounts receivable, a mortgage for an Alabama property, and a guaranty agreement [1208]*1208executed by Appellant Scott Cleveland. Paragraph 8 of the Agreement provided in part, “Upon the expiration of the term or earlier termination of this Agreement, MTT shall pay to [Appellee] the outstanding balance due hereunder (including without limitation, all advances which have not been repaid, and all Profit and Preferred Return).” Paragraph 11(d) provided that “[t]his Agreement may be amended only by an instrument in writing executed by the parties hereto.” Paragraph 11(e) provided that “[t]his Agreement constitutes the entire agreement of the parties, and supersedes all understandings with respect to the subject matter hereof.”

The parties’ Mortgage provided in part as follows:

Mortgagor is justly indebted to Mortgagee, having executed and delivered to Mortgagee that certain Profit Sharing Agreement ... bearing the date of March 14, 2010 ... according to the terms and conditions specified in the Agreement.
In consideration of the indebtedness and to secure the payment to Mortgagee of the principal with interest and all other sums provided for in the Agreement and in this mortgage, including, but not limited to, any future advances that may be made by Mortgagee to Mortgagor in accordance with Paragraph 24 hereof, up to the maximum amount stated herein, and for performance of the agreements, conditions, covenants, provisions, and stipulations contained herein and therein, and in certain other agreements and instruments made and given by Mortgagor to Mortgagee in connection therewith, Mortgagor has granted, bargained, sold, and conveyed, and by these presents does grant, bargain, sell, and convey, unto Mortgagee that tract or parcel of land in Walton County....

Paragraph 24 provided:

Future Advances: Pursuant to F.S. 697.04, this mortgage shall secure not only the existing indebtedness evidenced by the note but also such future advances as may be made by Mortgagee to Mortgagor within 20 years from the date hereof to the same extent as if such future advances were made on the date of the execution of this mortgage. The total amount of indebtedness that shall be so secured by this mortgage may decrease or increase from time to time, provided that the total unpaid balance so secured at any one time shall not exceed a principal amount greater than double the original principal amount of the loan plus interest thereon and plus any disbursements made for the payment of taxes, levies, or insurance on the property covered by the lien of this mortgage, together with interest on such disbursements.

Appellee filed its Mortgage Foreclosure Complaint against Appellants in 2013 and its Second Amended Mortgage Foreclosure Complaint in 2015. Appellee alleged that the Agreement and Mortgage were in default and claimed that it was owed $418,972.22 in principal. During the bench trial, one of Appellee’s members and managers, Chad Tribe, testified. When asked to describe the money advanced to Appellants, Tribe explained:

The initial advance was in the amount of $300,000. We advanced Cleveland and MTT based on the premise that he was going to go buy crude products, turn around and sell them, make a blend, whatever he does in the crude world. To secure performance on that deal, he had just purchased these two pieces of property, one in Florida and one in Alabama, and he showed us the closing [1209]*1209statement. He said: Look, I will put these properties up to back up- the amounts that you can put, up to $300,000.
We looked at the properties. We became comfortable to go ahead and move forward, which we did.
The first deal of 300,000 paid back with the profit, based on the Profit Sharing Agreement terms. The second deal went out very quickly after that in the amount of 265,000, I believe. That deal also turned around and paid off, along with a nice profit. Soon thereafter, the third deal went out and the — I want to say around $300,000. And then within a month, he had requested us to go up over and above the 300 that the Profit Sharing Agreement limited the initial advance to or the outstanding advance to. And we did reach $500,000 at one point. And in the third deal is where everything kind of started going the wrong way.

When asked if the last loan advance was for $500,000, Tribe replied, “I believe that is correct.” Tribe also testified regarding the credits made by Appellants toward the outstanding advances and the credit that was based upon the sale of the foreclosed Alabama property referred to in the Agreement. When asked if the additional advances were memorialized in any of the documents before the trial court, Tribe replied, “No.”

Appellee’s counsel argued to the trial court that the advances over $300,000 were secured by the Mortgage pursuant to the Mortgage’s future advances clause. Appellants’ counsel argued that there was “an absolute prohibition beyond $300,000 in the Profit Sharing Agreement” and that “if anything,” the Mortgage’s future advances language, conflicted with the “never exceed” language in the Agreement. Appellants made the same arguments in their post-trial brief.

In the Final Judgment, the trial court found that the principal due on the Agreement and Mortgage was $419,069.64, implicitly agreeing with Appellee on the issue at hand and rejecting Appellants’ argument-to the contrary. With interest, taxes, and attorney’s fees and costs and with a deduction for credited payments of $114,415.45, the trial court ruled that Appellants owed Appellee $382,047.23 and ordered the sale of the Walton County property. The trial court denied Appellants’ motion for rehearing and motion to stay. This appeal followed.

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Bluebook (online)
183 So. 3d 1206, Counsel Stack Legal Research, https://law.counselstack.com/opinion/scott-cleveland-and-stephanie-cleveland-v-crown-financial-llc-fladistctapp-2016.