Rockwall Commons Associates, Ltd. v. MRC Mortgage Grantor Trust I
331 S.W.3d 500
| Tex. App. | 2010Background
- MuniMae loaned Rockwall Commons $22,400,000 for construction; Stone signed the mortgage note and guaranty in his capacity as manager of Rockwall Commons and Rockwall Properties.
- The construction loan matured July 1, 2006, or upon permanent funding, whichever occurred first; MMA later assigned rights to MRC Mortgage Grantor Trust I.
- On February 15, 2007, the parties executed a letter agreement deferring $662,173 of accrued interest after refinancing via Capmark Bank; Rockwall pledged to pay deferred interest plus interest at 1% over the WSJ prime rate.
- Rockwall refinanced with Capmark but failed to timely pay the deferred interest; Rockwall and Stone signed the letter agreement governing repayment terms.
- MRC sued on August 27, 2007 for breach of contract and guaranty; a partial summary judgment proceeding followed with Loughlin's affidavit as central evidence.
- Trial court granted partial summary judgment for Appellee for $762,975 plus interest and costs; Appellants appealed challenging the summary-judgment evidence and related issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment was proper on breach of note/guaranty. | Rockwall failed to pay under the letter; note and assignment established; Loughlin's affidavit evidence supported entitlement. | Disputed facts exist from conflicting copies of the note and possible payment defenses; objections to evidence should preclude summary judgment. | No reversible error; summary judgment affirmed. |
| Whether the trial court properly overruled objections to Loughlin's affidavit. | Affidavit based on personal knowledge; custodian of records; documents attached are business records and enforceable. | Affidavit contains conclusory statements and hearsay; custodian testimony insufficient to prove balance and assignment. | Court did not abuse its discretion; objections overruled. |
| Whether payment defense was properly addressed given pleadings. | Defenses of payment waived because no verified denial; performance/conditions precedent deemed proven by pleadings. | Payment defense raised; denied execution and assignment; issues should have been contested. | Payment defense waived; no material issue created. |
| Whether briefing defects require reversal. | Briefing sufficiently links to record and authorities; errors not preserved. | Certain errors not properly briefed; some objections not preserved for review. | Appellate briefing defects did not mandate reversal. |
| Whether the alleged paid-in-full mortgage note creates a material fact. | Stone's paid-in-full note supports extinguishment of principal; supports defense to additional sums. | Paid-in-full copy does not resolve letter agreement balances; two notes are different instruments; conflicts do not create material fact. | No material fact issue; summary judgment affirmed. |
Key Cases Cited
- Truestar Petroleum Corp. v. Eagle Oil & Gas Co., 323 S.W.3d 316 (Tex.App.-Dallas 2010) (promissory-note actions require only identified elements when proving balance due)
- Kyle v. Countrywide Home Loans, Inc., 232 S.W.3d 355 (Tex.App.-Dallas 2007) (summary judgment affidavits may satisfy personal-knowledge requirement even without explicit ‘true and correct’ language)
- Greathouse v. Charter Nat'l Bank, 851 S.W.2d 173 (Tex.1992) (conditions precedent not denied waives proof burden on plaintiff)
- Hill v. Thompson & Knight, 756 S.W.2d 824 (Tex.App.-Dallas 1988) (failure to deny performance of conditions precedent preserves no obligation)
- American 10-Minute Oil Change, Inc. v. Metropolitan Nat. Bank-Farmer's Branch, 783 S.W.2d 598 (Tex.App.-Dallas 1989) (affidavits based on personal knowledge may be non-conclusory when identifying notes and amounts due)