Rodgers v. Jpmorgan Chase Bank Na
315 Mich. App. 301
| Mich. Ct. App. | 2016Background
- Plaintiffs obtained a mortgage in 2006; by 2011 they defaulted and filed bankruptcy but reaffirmed the debt.
- Ocwen contracted to service the loan in 2012; plaintiffs sought a loan modification due to foreclosure risk.
- Ocwen sent a May 11, 2012 modification process letter outlining three steps to modification.
- In Sept. 2012, Ocwen offered a modification requiring trial payments; an Oct. 2012 Home Affordable Modification Agreement was issued with a balloon payment, needing signatures from both sides.
- Plaintiffs signed the first portion of the agreement but not the balloon-disclosure page; Ocwen never signed, and the modification agreement was not fully executed.
- The modification plan was denied March 4–6, 2013 for failure to return a fully executed agreement; amended complaint in 2014 attached relevant writings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the statute of frauds bars enforcement | Rodgers argue unsigned writings still enforceable. | Ocwen argues no authorized signature, so statute bars enforcement. | Barred by statute; no authorized signature. |
| Whether a contract was formed given express conditions precedent | Contracts formed by conduct or substantial performance. | Conditions precedent not satisfied; no contract formed. | No contract formed due to unmet conditions precedent. |
| Whether substantial performance can cure lack of a signed contract | Substantial performance should enforce modification. | Substantial performance does not apply to express conditions. | Inapplicable; cannot enforce without a contract. |
| Whether implied covenant of good faith and fair dealing exists without a contract | Implied covenant applies to protect contract fruits. | No contract means no implied covenant action. | Dismissal affirmed; no contract, no implied covenant claim. |
Key Cases Cited
- Crown Tech Park v. D&N Bank, FSB, 242 Mich App 538 (2000) (statute of frauds bars actions to enforce promises in writing)
- Fisher v. Burroughs Adding Machine Co, 166 Mich 396 (1911) (express conditions; substantial performance limitations)
- Brown-Marx Associates, Ltd v Emigrant Savings Bank, 703 F2d 136 (11th Cir. 1983) (substantial performance doctrine context)
- Knox v Knox, 337 Mich 109 (1953) (no contract, no enforcement)
- Fodale v Waste Mgmt of Mich, Inc, 271 Mich App 11 (2006) (Michigan does not recognize breach of implied covenant where no contract)
- Ulrich v Fed Land Bank of St Paul, 192 Mich App 194 (1991) (implied covenant requires a valid contract)