Parr v. The Bank of New York Mellon Corporation, 2:10-cv-13167

Thomas and Valerie Parr sought to purchase the foreclosed Birmingham home owned by Bank of New York Mellon, with BAC as agent; redempton period had expired in December 2009.
Parr parents negotiated through attorney Munro; arrangements centered on a $325,000 offer with a $10,000 nonrefundable earnest money deposit (EMD).
Defendants indicated offers could not be considered until the property was inspected or appraised; a counteroffer was discussed but no final terms were executed.
Munro proposed modifying the PA to make the entire $10,000 EMD nonrefundable; communications suggested conditional approval depending on asset manager authorization.
Defendants ultimately indicated the asset manager’s superiors must approve, and emails showed Dan to Munro that nonrefundable EMD would be needed in certain circumstances.
Plaintiffs filed suit asserting breach of contract, promissory estoppel, third-party beneficiary, FDCPA, and Michigan Collection Practices Act claims; Defendants removed to federal court.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was there a binding contract due to offer and acceptance on the EMD terms?	Parrs contend Munro’s March 23 email formed acceptance of Defendants’ offer.	Defendants argue there was no definite offer or acceptance; approvals were conditional and no mutual assent occurred.	No contract formed; no mutual assent or enforceable offer/acceptance.
Does promissory estoppel support relief?	Parrs claim Defendants’ promises induced reliance and incurred costs.	Promises were conditional and not definite; reliance not induced by a definite promise.	Promissory estoppel claim fails.
Is Parr a third-party beneficiary with enforceable rights?	Corryl Parr may enforce rights as a third-party beneficiary.	No contract was formed; no third-party beneficiary rights arise.	Dismissed; no third-party beneficiary rights.
Does the FDCPA apply to Defendants’ conduct or Bank of New York Mellon’s status as debt collector?	Defendants engaged in abusive collection tactics in obtaining a sale price.	Bank of New York Mellon is a creditor collecting its own debt and not a debt collector under the FDCPA; the conduct is not unfair or unconscionable.	FDCPA claim granted to Defendants; no violation found; Bank of New York Mellon not subject to FDCPA as a debt collector.
Should Michigan Collection Practices Act claim be maintained?	Plaintiffs preserve claim under MCPA.	Court should grant summary judgment or dismissal.	MCPA claim dismissed; withdrawal agreed.

Eerdmans v. Maki, 226 Mich. App. 360, 573 N.W.2d 329 (Mich. App. 1997) (requires mutual assent on all essential terms for contract)
Kamalnath v. Mercy Mem’l Hosp. Corp., 194 Mich. App. 543, 487 N.W.2d 499 (Mich. App. 1992) (contract formed by offer and acceptance; mere expression of intention not binding)
Modern Globe, Inc. v. 1425 Lake Drive Corp., 340 Mich. 663, 66 N.W.2d 92 (Mich. 1954) (acceptance cannot rest on conditional approvals that prevent formation)
Marrero v. McDonnell Douglas Capital Corp., 200 Mich. App. 438, 505 N.W.2d 275 (Mich. App. 1993) (promissory estoppel requires a definite, clear promise and resulting justifiable reliance)
State Bank of Standish v. Curry, 442 Mich. 76, 500 N.W.2d 104 (Mich. 1993) (promissory estoppel requires induced reliance by the promise)
Barany-Snyder v. Weiner, 539 F.3d 327 (6th Cir. 2008) (FDCPA’s breadth; debt collector criteria and scope of collection actions)
Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (S. Ct. 1986) (summary judgment standard; genuine issue of material fact against movant)