Mehrdad Moayedi v. Interstate 35/chisam Road, L.P. and Malachi Development Corporation, 438 S.W.3d 1

Villages of Sanger borrowed $696,000 secured by real property; Mehrdad Moayedi guaranteed the loan, limiting his guaranty liability to $196,000 plus interest and costs.
The guaranty contained broad waiver language: Guarantor waived “any,” “each,” and “every” defense (paragraph 7) and agreed lender could enforce without exhausting collateral.
After default, lender I‑35 purchased the property at a nonjudicial foreclosure sale as sole bidder; sale price $487,200; agreed fair market value was $840,000.
Lender sought a deficiency judgment for $266,748.84; Moayedi asserted Property Code §51.003 and sought an offset because FMV exceeded the sale price.
Trial court granted summary judgment for Moayedi; the court of appeals reversed, holding the guaranty’s general waiver encompassed the §51.003 offset. The Texas Supreme Court affirmed.

Issue	Plaintiff's Argument (Moayedi)	Defendant's Argument (I‑35)	Held
Whether §51.003’s offset is a defense that can be waived	§51.003 is a statutory entitlement, not an ordinary defense; should not be characterized as waivable defense	§51.003 creates an available defense/offset that parties may contractually waive	The Court: §51.003 provides a statutory defense/offset and may be waived
Whether the guaranty’s general waiver ("any/each/every defense") effectively waived §51.003	The waiver lacks the specificity required for an intelligent, knowing waiver of §51.003 (invokes Shumway)	The broad language unambiguously waives all defenses, including statutory ones; Moayedi is sophisticated	The Court: the broad waiver is clear and, read with the agreement, shows intent to waive all defenses, including §51.003
Whether public policy or statute prevents waiver of §51.003	Implied: §51.003 protects borrowers/guarantors and should not be waivable without clear language	No statutory prohibition on waiver; freedom of contract governs absent clear legislative bar	The Court: Parties may waive §51.003; Legislature did not prohibit waiver; waiver enforceable

Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (summary judgment standard when both parties move)
City of Garland v. Dallas Morning News, 22 S.W.3d 351 (Tex. 2000) (each party bears burden on cross-motions for summary judgment)
Langever v. Miller, 76 S.W.2d 1025 (Tex. 1934) (historical treatment of deficiency judgments)
Tarrant Sav. Ass’n v. Lucky Homes, Inc., 390 S.W.2d 473 (Tex. 1965) (deficiency based on note less trustee sale proceeds)
Shumway v. Horizon Credit Corp., 801 S.W.2d 890 (Tex. 1991) (specificity required to waive notice-of-acceleration rights)
Coker v. Coker, 650 S.W.2d 391 (Tex. 1983) (contract construction and interpretation principles)