United States District Court, S.D. Florida
ORDER DENYING PLAINTIFF'S MOTION FOR SUMMARY
JUDGMENT AND PLAINTIFF'S MOTION FOR SANCTIONS
L. ROSENBERG UNITED STATES DISTRICT JUDGE.
matter is before the Court on Plaintiff's Motion for
Summary Judgment [DE 88]. The Motion has been fully briefed.
For the reasons set forth below, the Motion is denied.
action concerns certain real property located in West Palm
Beach, Florida, known as CityPlace, which is also the name of
the Plaintiff in this case. DE 89 at 2. In 2011, CityPlace
entered into a security modification agreement with its
mortgage holder and, in connection with that agreement, a
company known as Berkadia Commercial Mortgage became the
servicer of the mortgage. Id. Also in connection
with the agreement, the Defendant in this case, Wells Fargo,
became the trustee for the mortgage holder. Id. The
2011 modification agreement is important to this case; the
Court refers to the modification agreement as the
“Agreement.” See id.
Agreement had a fixed maturity date of December 11, 2018.
Id. As the date for maturity drew near, CityPlace
began the process (in September) of refinancing its loan
through a new lender. See Id. at 3. Refinancing
required an appraisal, and the Agreement contained a detailed
appraisal process for CityPlace and Wells Fargo to follow,
which included the use of multiple appraisers to value the
CityPlace property. See Id. at 2-3. Wells Fargo, by
virtue of its selection of Berkadia as servicer, delegated
its appraisal responsibilities under the Agreement to
Berkadia. See Id. The parties disagree over whether
Berkadia complied with its responsibilities under the
Agreement-over whether Berkadia followed the refinancing
appraisal process in the Agreement. Id. at 2-5.
refinancing appraisal process in the Agreement is the central
issue in dispute in this case. The appraisal process was
necessary to determine the payoff amount that CityPlace had
to pay to Wells Fargo. DE 1-2 at 6. Without the payoff
amount, CityPlace could not refinance its loan through a new
lender. Id. Between September and December of 2018,
the parties litigated Berkadia's compliance with the
appraisal process, ultimately resulting in an emergency
motion for preliminary injunction, by CityPlace, wherein
CityPlace sought to compel Wells Fargo to accept
CityPlace's position on the appraisal process so that
CityPlace could refinance the property. DE 14. That specific
dispute was ultimately resolved by the parties insofar as
Wells Fargo permitted CityPlace to satisfy its loan and
refinance the property (using a disputed number for the
payoff amount), subject to this Court's determination of
the proper payoff amount post-closing. DE 26. Plaintiff's
Motion argues that this Court may find as a matter of law
that Plaintiff's payoff amount (and corresponding
appraisal) is the correct amount under the Agreement.
SUMMARY JUDGMENT STANDARD
judgment is appropriate if “the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). The existence of a factual dispute is not
by itself sufficient grounds to defeat a motion for summary
judgment; rather, “the requirement is that there be no
genuine issue of material fact.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242,
247-48 (1986). A dispute is genuine if “a reasonable
trier of fact could return judgment for the non-moving
party.” Miccosukee Tribe of Indians of Fla. v.
United States, 516 F.3d 1235, 1243 (11th Cir. 2008)
(citing Anderson, 477 U.S. at 247-48). A fact is
material if “it would affect the outcome of the suit
under the governing law.” Id. (citing
Anderson, 477 U.S. at 247-48).
deciding a summary judgment motion, the Court views the facts
in the light most favorable to the non-moving party and draws
all reasonable inferences in that party's favor. See
Davis v. Williams, 451 F.3d 759, 763 (11th Cir. 2006).
The Court does not weigh conflicting evidence. See Skop
v. City of Atlanta, 485 F.3d 1130, 1140 (11th Cir.
2007). Thus, upon discovering a genuine dispute of material
fact, the Court must deny summary judgment. See id.
ANALYSIS OF THE FACTS
the Court analyzes the parties' legal arguments in this
case, it is necessary to set forth (1) the crux of the
dispute between the parties, (2) CityPlace's version of
the facts, and (3) Wells Fargo's version of the facts.
After the Court discusses these three areas, the Court
addresses the parties' respective legal arguments.
The Crux of the Dispute Between the Parties
simply, CityPlace contends that Wells Fargo lost its chance
to challenge CityPlace's appraised value of its property.
Section 4.9 of the Agreement governs the procedure for
refinancing appraisals. DE 89-2 at 15. Under Section 4.9,
CityPlace was required to notify Wells Fargo of its intent to
refinance. Id. CityPlace undisputedly did so. DE 119
at 2. Subsequent to this notification, CityPlace was required
to appoint an appraiser. DE 89-2 at 17. CityPlace was also
required to disclose its appraiser's identity and to
provide Wells Fargo with the appraiser's report.
Id. CityPlace undisputedly did both of these things.
DE 119 at 3.
Agreement imposes counter-requirements on Wells Fargo, once
Wells Fargo was notified of CityPlace's intent to
refinance. DE 89-2 at 17. Wells Fargo was required to appoint
an appraiser within a certain timeframe, and the parties
dispute whether Wells Fargo did so. Wells Fargo was required
to notify CityPlace of its appraiser's identity, and the
parties dispute whether Wells Fargo did so in a timely
position that Wells Fargo failed to comply with the appraiser
appointment and notification process comes with a powerful
ramification. Section 4.9(g) of the Agreement addresses the
situation where “either Lender or Borrower does not
appoint a Qualified Appraiser within the time period, ”
and the result is that “the MAI Appraisal obtained by
Lender or Borrower . . . shall be the only MAI
Appraisal used to calculate the Net Refinancing
Proceeds.” DE 89-2 at 17 (emphasis added). This forms
the premise for CityPlace's position that only
CityPlace's appraisal may be used in the refinancing
CityPlace's Version of the Facts
contends that the parties' transaction is unremarkable,
other than for the fact that Berkadia made a systemic series
of errors related to untimeliness. The facts, as presented by
CityPlace, do not focus on the reason CityPlace wanted to
refinance its property or the context surrounding
CityPlace's decision to do so. Instead, CityPlace's
rendition of the record evidence focuses on its own
compliance with the Agreement's provisions for
refinancing and Berkadia's failure to comply. More
specifically, CityPlace contends that Berkadia never
appointed an appraiser nor timely informed CityPlace of the
identity of an appraiser. DE 89 at 6-7.
is certainly record evidence to support CityPlace's
position. By way of example, the parties agree that the latest
date Berkadia could appoint an appraiser was September 24,
2018. On October 5th-well past the aforementioned
deadline-Berkadia sent an e-mail to CityPlace wherein
Berkadia stated that “Berkadia will appoint an
MAI appraiser.” DE 119 at 4 (emphasis added). Thus,
Berkadia's statement that it would appoint an
appraiser is evidence that no appraiser had been appointed by
September 24th, and other record evidence supports this
inference as well. E.g., DE 90 at 6-7. Furthermore,
it is undisputed that Berkadia never provided CityPlace with
written notice of the identity of its appraiser during the
relevant time period. DE 119 at 5. Finally, it is undisputed
that Berkadia never provided CityPlace with a copy of its ...