Woodlands Development, L.L.C. v. Regions Bank

209 So. 3d 335, 16 La.App. 5 Cir. 324, 2016 La. App. LEXIS 2333
CourtLouisiana Court of Appeal
DecidedDecember 21, 2016
DocketNO. 16-CA-324
StatusPublished
Cited by7 cases

This text of 209 So. 3d 335 (Woodlands Development, L.L.C. v. Regions Bank) 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
Woodlands Development, L.L.C. v. Regions Bank, 209 So. 3d 335, 16 La.App. 5 Cir. 324, 2016 La. App. LEXIS 2333 (La. Ct. App. 2016).

Opinion

GRAVOIS, J.

|! Plaintiffs/appellants, Woodlands Development, LLC (‘Woodlands”), and Anthony Reginelli, Jr., Shauna Landry Reginelli, Peter R. Steur, and Lee R. Steur (collectively “the guarantors”), appeal the trial court’s December 10, 2015 judgment that granted Regions Bank’s (“Regions”) exception of res judicata regarding plaintiffs’ claims and causes of action, asserted in their fourth supplemental and amending petition, that the note and guarantees they signed in 2001 in favor of AmSouth Bank (now Regions) should be extinguished on the grounds of Regions’ alleged fraudulent conduct.1 After thorough review of the record, including all past appellate records of this matter, and the applicable law, we affirm the trial court’s grant of Regions’ exception of res judicata as to plaintiffs’ claims, asserted in their fourth supplemental and amending petition, that the guarantors’ liability on the guarantees should be extinguished on the grounds of Regions’ alleged fraudulent conduct.

FACTS AND PROCEDURAL HISTORY

This matter has been in litigation for many years and has been before this Court on multiple occasions. The first appeal was Woodlands Dev., L.L.C. v. Regions Bank, 11-263 (La.App. 5 Cir. 12/28/11), 83 So.3d 147, writ denied, 12-424 (La. 4/9/12), 85 So.3d 704 (hereinafter “Woodlands 11-263”), wherein plaintiffs sought reversal of the trial court’s grant of summary judgment in favor of Regions, dismissing plaintiffs’ suit for declaratory judgment brought under the Louisiana Credit Agreement [337]*337Act, La. R.S. 6:1122, which sought, among other relief, extinguishment of the guarantees that the guarantors had signed on behalf of the principal debtor Woodlands, This Court affirmed the dismissal of plaintiffs’ suit. The facts of the matter are summarized therein as follows, to-wit:

|2In December of 1999, Woodlands purchased an apartment complex (the “property”) on Sandra Drive in New Orleans consisting of over 300 rental units. On June 28, 2001, Woodlands entered into a Loan Agreement with Am-South Bank, the predecessor to Regions. The loan was secured by a mortgage on the property, plus plaintiffs’ individual guarantees of Woodlands’ obligations to Regions. The loan matured on June 27, 2005, but was extended to October 27, 2005, and was then extended again to January 26, 2006. On that day, the parties entered into a Forbearance Agreement that extended the term of the loan until December 1, 2006 in order for plaintiffs to find a new owner for the property.
In September of 2006, Regions approved a purchase agreement between Woodlands and Johnson Property Group (“JPG”) and its principal, Soundra Temple. JPG purchased the property from Woodlands, assumed Woodlands’ note with Regions, and also paid a purchase price of $500,000 to Woodlands. According to the record, JPG paid $100,000 of the purchase price directly to Regions in order to bring the interest payments current. JPG executed a promissory note in favor of Woodlands for the remaining $400,000 owed on the purchase price, which was secured by a second mortgage on the property in favor of Woodlands. Temple and JPG personally signed guarantees of JPG’s obligations to Regions. A First Amendment to the Forbearance Agreement was executed whereby the loan was extended an additional year in.order to give JPG and Temple time to obtain permanent financing. Regions, JPG, Temple, and plaintiffs all executed the First Amendment in November of 2006, which extended the term of the loan until November 15, 2007 and under which plaintiffs remained as guarantors of Woodlands’ original loan with Regions.
A Second Amendment to the Forbearance Agreement was signed by all of the parties to the First Amendment in December of 2007, further extending the loan until December of 2008. Thereafter, on January 9, 2008, JPG sold the property to Crescent City Gates Fund; L.P. (“CCGF”), which assumed the indebtedness to- Regions. Plaintiffs alleged in their petition that they did not learn of this sale to CCGF until several months later, at a deposition of Donald Clark, JPG’s agent, in an unrelated matter. Plaintiffs also alleged that Regions knew of the contemplated sale to CCGF at the time the Second Amendment was executed, but did not inform them, which, they argued, breached the forbearance agreements. Neither Woodlands nor Regions entered into any written agreement with JPG'or CCGF in connection with the sale to CCGF, unlike the previous sale from Woodlands to JPG.
The sale from JPG to CCGF formed a basis for plaintiffs’ suit for a declaratory judgment against Regions seeking to void their guarantees to Regions on the underlying note and obligations in connection with the Loan Agreement and subsequent Forbearance Agreement and the amendments thereto. Plaintiffs alleged that Regions induced them to enter into the Second Amendment to the Forbearance Agreement by misrepresenting to them the true state of JPG/Temple’s financial health, by failing to conduct quarterly reviews |°of the [338]*338project as per the forbearance agreements, and by failing to inform them of JPG’s failure to meet the benchmarks and other obligations in the First Amendment to the Forbearance Agreement, which actions of Regions plaintiffs alleged constituted fraud.
Plaintiffs argued that these misrepresentations by Regions damaged them in multiple ways, including releasing the collateral for the loan that Temple/JPG was contractually required to pay off by the end of the forbearance agreements without paying off the loan. They also argued that the sale to CCGF damaged them because the new buyer, CCGF, had no contractual obligation to renovate or even rent the complex, unlike the obligations of Temple and JPG under the First and Second Amendments to the Forbearance Agreement. Had Regions and JPG provided this information to plaintiffs prior to the signing of the Second Amendment to the Forbearance Agreement and the subsequent sale, plaintiffs argue they could have exercised several options regarding the property, including taking over the project again themselves, rather than allowing the sale to CCGF to be consummated, which they alleged was an underfunded “shell” company. Plaintiffs argued that Regions’ fraudulent conduct and misrepresentations to them to induce them to sign the Second Amendment to the Forbearance Agreement should thus relieve them of their written guarantees to the original loan.
Regions countered that there is no written credit agreement between Regions and plaintiffs, as is required by [La.] R.S. 6:1122, that purports to release plaintiffs from their obligations under their guarantees and the First and Second Amendments to the Forbearance Agreement, which ratified their guaranty agreements, prior to the full repayment of the loan. Thus, Regions argues, plaintiffs’ suit for a declaratory judgment must fail under [La.] R.S. 6:1121, et seq. ...
Plaintiffs also alleged in their opposition to the motion for summary judgment that they were prevented from conducting meaningful discovery because Regions had prevented the depositions of various bank officers who had allegedly mislead plaintiffs regarding the financial health of JPG and also “duped” them into signing the Second Amendment to the Forbearance Agreement only days before consummation of the sale of the property from JPG to CCGF.2

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Bluebook (online)
209 So. 3d 335, 16 La.App. 5 Cir. 324, 2016 La. App. LEXIS 2333, Counsel Stack Legal Research, https://law.counselstack.com/opinion/woodlands-development-llc-v-regions-bank-lactapp-2016.