Toyota Tsusho America, Inc. v. Crittenden

732 So. 2d 472, 24 Fla. L. Weekly Fed. D 1238
CourtDistrict Court of Appeal of Florida
DecidedMay 21, 1999
Docket98-1803
StatusPublished
Cited by7 cases

This text of 732 So. 2d 472 (Toyota Tsusho America, Inc. v. Crittenden) 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
Toyota Tsusho America, Inc. v. Crittenden, 732 So. 2d 472, 24 Fla. L. Weekly Fed. D 1238 (Fla. Ct. App. 1999).

Opinion

732 So.2d 472 (1999)

TOYOTA TSUSHO AMERICA, INC., Appellant/Cross-Appellee,
v.
Earl M. CRITTENDEN and A.E. Langley, et al., Appellees/Cross-Appellants.

No. 98-1803.

District Court of Appeal of Florida, Fifth District.

May 21, 1999.

*473 Jon E. Kane and David M. Landis of Mateer & Harbert, P.A., Orlando, for Appellant/Cross-Appellee.

Roland A. Sutcliffe, Jr., and J. Timothy Schulte of Zimmerman, Shuffield, Kiser & Sutcliffe, P.A., Orlando, and J. Lester Kaney of Cobb, Cole & Bell, Daytona Beach, for Appellee/Cross-Appellant.

ANTOON, J.

In this breach of contract action, the trial court entered a final judgment in favor of Toyota Tsusho America, Inc., (Toyota) and against appellees, Earl M. Crittenden and A.E. Langley. Toyota appeals the judgment arguing the trial court erred in ruling that 1) the proceeds derived from the liquidated collateral which secured appellees' promissory note must be credited to the recourse portion of appellees' debt; and 2) the appellees are entitled to receive a $200,000 set off against the final judgment entered in favor of Toyota. Appellees cross-appeal contending that the trial court erred in establishing July 20, 1995 as the date they defaulted on the parties' contract. Each of these issues possesses merit.[1]

FACTS

The relationship between the parties began in 1990 as Toyota was becoming involved in Florida's citrus industry. Toyota offered to purchase from appellees a citrus processing plant as well as numerous acres of citrus groves. An agreement was reached between the parties; however, at some point, the deal fell through and appellees sued Toyota seeking enforcement of the agreement. The matter went to mediation.

In June 1994, the parties reached what has been characterized as a "global" settlement agreement. The terms of the agreement required the parties to execute several documents including a promissory *474 note, a consulting agreement, a noncompete agreement, a mortgage agreement, and a pledge agreement. Relevant to this appeal, all of the documents comprising the global settlement agreement contained cross-default provisions whereby a default on any one agreement constituted a default on all of the other agreements.

The global settlement agreement provided, among other things, that Toyota would buy appellees' ownership interests in a juice processing plant in exchange for appellees' reimbursement to Toyota in the sum of $11,718,548; a sum which apparently represented the amount Toyota had invested in the appellees' businesses prior to execution of the global settlement agreement. A promissory note was signed by appellees to evidence the payment terms for their $11,718,548 obligation. Of particular importance, the terms of the note specifically provided that appellees' joint personal liability (i.e., the recourse portion of the debt) was limited to one-half of the outstanding debt owed on the note. The global settlement agreement also included a consulting agreement pursuant to which Toyota agreed to pay appellees to consult with the corporation for a period of two years.

As security for the promissory note, appellees executed second mortgages in favor of Toyota on two citrus groves which they owned; namely, the Fort Pierce Groves Partnership and the Holopaw Groves Partnership (partnership groves). The second mortgages were junior to first mortgages held by the Equitable Life Assurance Society of the United States (the Equitable). Any default by appellees on the Equitable's first mortgages constituted a default on the parties' global settlement agreement. As additional security for the note, appellees executed a document pledging their partnership interests in the "West McCoy Citrus Partnership."

In February 1995, the Equitable commenced actions against appellees to foreclose on the partnership groves. As a junior lien holder on the properties, Toyota was named as a party to both foreclosure actions. In November 1995, Toyota requested that appellees fund Toyota's defense of the foreclosure actions since such funding was required under the terms of the global settlement agreement. After appellees refused, Toyota ceased making payments to appellees under the parties' consulting agreement. On December 1, 1995, appellees failed to make the first installment which was due on the $11,718,548 promissory note. Twenty days later, the Equitable's foreclosure proceedings were stayed because the partnership groves filed petitions for protection under Chapter 11 of the Bankruptcy Code. The next day, Toyota sent notice to the law firm which was holding in escrow appellees' interest in the West McCoy Citrus Partnership demanding delivery of appellees' partnership interests. The law firm responded by filing an interpleader action. In response to the complaint in interpleader, Toyota filed a cross-claim against the appellees seeking damages allegedly sustained by Toyota as a result of the appellees' breach of the parties' global settlement agreement.

On October 30, 1996, the trial court entered an order directing the circuit court clerk to deliver to Toyota the West McCoy Citrus Partnership interests which were being held in escrow, and the court also authorized Toyota to dispose of the interests. Toyota conducted a public sale and was the highest bidder at the sale, purchasing the partnership interests for $2,600,000.

In November 1996, the United States Bankruptcy Court entered an order confirming the Equitable's plan for liquidation whereby ownership of the partnership groves was transferred from the appellees to the Equitable. This transfer of ownership rendered moot the Equitable's pending foreclosure actions and therefore the actions were dismissed. In further settlement of the bankruptcy action, Toyota received a distribution of $1,000,000 on its secured claim and $15,792.56 on an unsecured *475 claim. Toyota's second mortgages on the partnership groves were thereby extinguished.

Finally, in July of 1997, the matter went to trial on the law firm's interpleader complaint; the sole claim remaining by that time was Toyota's cross-claim against appellees for breach of the global settlement agreement. In resolving this issue, the trial court determined that default on the parties' agreement occurred on July 20, 1995, the date Toyota forwarded its first notice of default to appellees. The court awarded Toyota $4,788,010.71 in damages subject to a $200,000 set off in favor of the appellees. The court also ruled that the proceeds which Toyota had already received as a result of its liquidation of the collateralized assets must be credited to the recourse portion of the appellees' debt.

APPEAL

Toyota contends the trial court should have ruled that the proceeds which Toyota received as a result of its liquidation of the collateralized assets must be credited to the nonrecourse portion of the appellees' debt. We agree.

The liquidation of the assets which secured appellees' promissory note yielded Toyota a sum of $3,615,792.56. This sum represents the total of $1,015,792.56, which was received by Toyota in settlement of its second mortgage claims against the partnership groves when those claims were discharged in bankruptcy, and $2,600,000, which was derived from the sale of appellees' interests in the West McCoy Citrus Partnership. The trial court ordered the $3,615,792.56 to be credited against the recourse portion of the appellees' $11,718,548 debt. In reaching this conclusion, the trial court considered various provisions set forth in the mortgage agreement as well as the promissory note.

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Cite This Page — Counsel Stack

Bluebook (online)
732 So. 2d 472, 24 Fla. L. Weekly Fed. D 1238, Counsel Stack Legal Research, https://law.counselstack.com/opinion/toyota-tsusho-america-inc-v-crittenden-fladistctapp-1999.