Knight Properties, Inc. v. State Bank & Trust Co.
2011 Miss. App. LEXIS 98
| Miss. Ct. App. | 2011Background
- KPI and Knight pledged six tracts to State Bank for a loan; Knight misrepresented land value due to restrictions; default occurred and Bank sought foreclosure, but foreclose was foregone after appraisal revealed value discrepancy; Bank filed a monetary-judgment action on Jan. 18, 2008; KPI and Knight argued election of remedies and equitable estoppel defenses; circuit court granted summary judgment in Bank's favor on Mar. 23, 2009; KPI and Knight appealed arguing waiver via contract and procedural issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Election of remedies applicability | KPI/Knight: doctrine bars monetary judgment after foreclosure notice | Bank: remedy election not satisfied; no foreclosure concluded | Issue not met; doctrine not satisfied; procedural waiver too |
| Equitable estoppel applicability | KPI/Knight relied on foreclosure notice to halt City appeal | Bank: no detrimental reliance or foreseeability; appeal unresolved | Equitable estoppel not proven; defense rejected |
| Waiver of defenses by contract | Waiver not clearly present in contract terms | Note and guaranty language waive election of remedies and estoppel defenses | Waiver valid; defenses waived |
Key Cases Cited
- O’Briant v. Hull, 208 So.2d 784 (Miss.1968) (affirmative defenses must be timely raised; waiver if omitted)
- Aetna Cas. & Surety Co. v. Berry, 669 So.2d 56 (Miss.1996) (election of remedies requires action to be litigated to conclusion (overruled on other grounds))
- Rea v. O’Bannon, 171 Miss. 824, 158 So. 916 (Miss.1935) (no inconsistency between legal and equitable remedies; may pursue both)
- West Point Corp. v. New N. Miss. Fed. Sav. & Loan Ass’n., 506 So.2d 241 (Miss.1986) (recognizes no inherent inconsistency between remedies)
- Cooper v. Miss. Land Co., 220 So.2d 302 (Miss.1969) (remedies may be pursued concurrently)
- Knox v. BancorpSouth Bank, 37 So.3d 1257 (Miss.Ct.App.2010) (waiver considerations for affirmative defenses based on timing)
- PMZ Oil Co. v. Lucroy, 449 So.2d 201 (Miss.1984) (foreseeability and detrimental reliance standards for estoppel)
- Union Planters Nat’l Bank v. Jetton, 856 So.2d 674 (Miss.Ct.App.2003) (contract enforceability of clear, unambiguous waiver language)
- Merchants & Farmers Bank v. State ex rel. Moore, 651 So.2d 1060 (Miss.1995) (contract interpretation and waiver principles)
- O’Briant v. Hull, 208 So.2d 784 (Miss.1968) (affirmative defenses; waiver rules)