Crossroads Investors, L.P. v. Fed. Nat'l Mortg. Ass'n
201 Cal. Rptr. 3d 84
| Cal. Ct. App. 3rd | 2016Background
- Crossroads Investors owned an apartment building secured by a deed of trust benefitting Fannie Mae; Crossroads defaulted and Fannie Mae initiated nonjudicial foreclosure notices and a trustee's sale.
- Crossroads entered bankruptcy (Chapter 11) the day before the scheduled sale; Fannie Mae filed a bankruptcy claim including a prepayment premium and obtained relief from the stay after the bankruptcy court ruled it was entitled to that premium.
- During and after the bankruptcy proceedings Crossroads repeatedly (verbally and by interrogatory) sought a payoff/reinstatement accounting under Cal. Civ. Code § 2924c; Fannie Mae did not provide a payoff figure and declined to accept tenders.
- After the stay lifted, Crossroads alleges Fannie Mae (through counsel) promised to give notice of any trustee sale but failed to do so; trustee's sale occurred and the property was sold.
- Crossroads sued for wrongful foreclosure, breach of contract, breach of the covenant of good faith, negligence, fraud, promissory estoppel, and intentional interference; Fannie Mae moved to strike under the anti‑SLAPP statute and demurred.
- The trial court denied the anti‑SLAPP motion; the Court of Appeal affirmed, finding the gravamen of the suit was non‑protected foreclosure conduct and Crossroads made a prima facie showing on key claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Crossroads' claims arise from protected petition/speech (anti‑SLAPP threshold) | Most claims target Fannie Mae's failure to provide state‑law payoff info, refusal to accept tenders, and broken promise of sale notice — nonprotected conduct | The suit actually attacks Fannie Mae's bankruptcy filings, discovery responses, and litigation conduct, which are protected | Mixed: interrogatory response (discovery in bankruptcy) is protected, but failure/silence to provide payoff info and promise re: nonjudicial sale are nonprotected; principal thrust is nonprotected conduct, so anti‑SLAPP does not bar suit |
| Whether silence/refusal to provide accounting is protected under §425.16(e) | Silence/refusal to provide the payoff/reinstatement amount violates §2924c and is noncommunicative conduct not covered by anti‑SLAPP | The payoff amount was litigated in bankruptcy and contained in Fannie Mae's filings; plaintiff really attacks those protected filings | Held nonprotected: silence is not an "oral or written statement" protected by (e)(1)/(e)(2), and (e)(4) (public‑interest conduct) did not apply here |
| Whether promises to notify of sale (alleged by counsel) are protected settlement/ litigation communications | The promise related to nonjudicial foreclosure and was not a judicial settlement communication; it induced reliance | Defendant contends it was part of litigation/settlement communications and thus protected | Held nonprotected: promise concerned nonjudicial foreclosure and was not a statement made in or about a judicial proceeding |
| Whether Crossroads showed a probability of prevailing (second anti‑SLAPP prong) | Crossroads showed a prima facie case that Fannie Mae violated §2924c by failing to provide payoff/redeem information, which supports multiple tort and contract claims | Fannie Mae argued Section 2924c required written requests and the interrogatory sought a future payoff date (not covered); defendant asserted claims lacked minimal merit | Held for plaintiff: Court finds Crossroads made a prima facie showing of likelihood of success on §2924c‑based claims, so those causes survive anti‑SLAPP review |
Key Cases Cited
- Rusheen v. Cohen, 37 Cal.4th 1048 (statute is a remedy to dispose of suits aimed at chilling petition/speech)
- Flatley v. Mauro, 39 Cal.4th 299 (de novo review of anti‑SLAPP rulings; evidentiary scope)
- Navellier v. Sletten, 29 Cal.4th 82 (two‑step anti‑SLAPP framework and definition of acts in furtherance)
- City of Cotati v. Cashman, 29 Cal.4th 69 (focus on the act underlying the cause of action)
- Equilon Enterprises v. Consumer Cause, Inc., 29 Cal.4th 53 (procedural two‑step for anti‑SLAPP)
- Soukup v. Law Offices of Herbert Hafif, 39 Cal.4th 260 (evidentiary approach — accept plaintiff's evidence when assessing prima facie showing)
- Mann v. Quality Old Time Service, Inc., 120 Cal.App.4th 90 (if plaintiff shows probability of prevailing on any part of a mixed claim, the entire cause survives anti‑SLAPP)
- Garretson v. Post, 156 Cal.App.4th 1508 (nonjudicial foreclosure is private/contractual and not a judicial proceeding)