Finova Capital Corp. v. ReamFinova Capital Corp. v. Ream
This is a breach of contract case filed by Finova Capital ■ Corporation (“Plaintiff’) against Anne C. Ream, O.D., P.C. (“Defendant P.C.”) arising from its lease of an electronic message board (“message board”). Plaintiff appeals a judgment entered, after trial to the court, in favor of Defendant P.C. and Anne C. Ream (“Ream”). 1
Thereafter, Recomm sent a representative to one of Defendant’s business locations in West Plains, Missouri, where he met with Ream. On August 25,1995, Ream signed, on behalf of Defendant P.C., three forms furnished by the Recomm representative: an acknowledgement, addressed to “Recomm’s Designated Leasing Company,” that the lease would be non-cancella-ble; a “Lease Application”; and a “Lease Agreement,” which Ream also signed as personal guarantor. The Lease Application included a portion titled “Certificate of Acknowledgement and Acceptance of Leased Equipment,” signed by Ream on behalf of Defendant P.C. that stated that Defendant P.C. acknowledged receipt of the equipment “described in its Lease with Lessor ... and accepts the Equipment after full inspection thereof as satisfactory for all purposes of the Lease”; and that “Lessor has fully and satisfactorily performed all covenants and conditions to be performed by Lessor.” Defendant, however, did not have the message board when that was signed. When signed by Ream, the Lease Agreement showed the vendor as Recomm; the box entitled “Equipment Description” only had the “Qty: 1” filled in and the portion for “Serial Number” was blank. There was also a box on the Lease Agreement titled “Accepted: Lessor” that was blank. The blanks on those forms were filled in with handwriting in black ink. Ream gave the Recomm representative Defendant P.C.’s check payable to Re-comm for the first lease payment when those documents were signed.
At some point after August 25, 1995, additions were made to the Lease Application and the Lease Agreement by a person or persons other than Ream, and apparently without her knowledge or consent. 2 The “Date of Lease” in the portion of the Lease Application titled “Certificate of Ac-knowledgement and Acceptance of Leased Equipment” was filled in with “9-5-95” in blue ink. Additionally, the Lease Agreement was amended by filling in “Recomm Advisory Board” and serial number “15053” in blue ink in the box titled “Equipment Description”; and additions were made to the box titled “Accepted: Lessor” in that an ink stamp stating “FI-NOYA Capital Corporation, 3601 Minnesota Drive + 960, Bloomington, MN 55435” was added as well as the signature, “Bill Anderson Ops. Dir.” and the date of “9-5-95,” also in blue ink. As indicated above, all of the writing on those documents when signed by Ream was in black ink.
A message board was shipped to Defendant, but it did not include a software diskette to make it functional other than to display a red fight when it was turned on. Ream explained that “[w]hat I wanted it for was the messages. I have lighting in my office.” No diskettes to make the equipment operational as a message board were ever delivered to Defendant P.C.
During the bankruptcy, Plaintiff, along with Recomm and other lease finance companies, filed a Plan of Reorganization referred to as the “Fourth Amended Joint Plan of Reorganization of the Debtors, the Official Committee of Unsecured Creditors and Certain Leasing Companies Under Chapter 11 of the Bankruptcy Code” (“the Plan”). The bankruptcy court later entered an order confirming the Plan (“Confirmation Order”). It is the Plan and Confirmation Order that Plaintiff in part relies on to establish trial court error in entering judgment for Defendants.
Plaintiff filed suit, in two counts, both of which were based on breach of contract. In allegations applicable to both counts, it alleged, inter alia, that Defendant P.C. is bound by the Plan and Confirmation Order, the latter being a final judgment that adjudicated the rights and liabilities of Plaintiff, Defendant P.C. and Ream regarding the lease and personal guarantee. It further alleged that the Confirmation Order modified the terms of the lease between Plaintiff and Defendant P.C.; adjudged that the lease, as modified was valid and binding on Defendant P.C.; released Plaintiff from any claims and defenses that otherwise may have been raised by Defendant P.C. in connection with the lease on matters occurring before June 30, 1998; and enjoined Defendant P.C. from raising any claim or defense against Plaintiff in connection with the lease on any matters occurring before June 30,1998.
In the answer, Defendants alleged, inter alia, as an affirmative defense, that the transactions lacked consideration, in that an integral part of the signage equipment was computer software that was never delivered. As a result, Defendant P.C. alleged that it received no consideration for the contract.
This appeal arises from a judgment entered in favor of Defendants. As with other court-tried cases, our review is dictated by the standards set out in
Murphy v. Carron,
In its first point, Plaintiff contends that the trial court erred in entering the judgment, arguing that the Confirmation Order conclusively resolved that (1) Defendants’ obligations under the lease were not subject to any demands or defenses, (2) Defendants released Plaintiff from any obligations, demands or defenses based on action, activities or events that occurred prior to the Fourth Amended Plan, and (3) upon the implementation of the Fourth Amended Plan, the reorganized debtor, In-Store Promotions, Inc., (“In-Store”) was to provide the software Defendants claim, as the sole basis of their defense, was not furnished with the message board. Accordingly, Plaintiff argues that these issues were conclusively decided against Defendant P.C. and Ream.
Initially, we note that Defendants do not contest that the Plan and Confirmation Order applies to the lease as well as their relationship not only with Recomm, but Plaintiff as well. Instead, they disagree with Plaintiff over the interpretation and application of the Plan and Confirmation Order.
The dispute under this point can be narrowed to the following: Plaintiff argues that the Confirmation Order amounted to a complete release of any defenses Defendants may have had with regard to the lease; and Defendants contend that under the Order they would not have been able to raise any breaches of the lease that occurred prior to the Confirmation Order, but that Plaintiff had a continuing duty after the Confirmation Order to deliver the software necessary for the message board to function with anything other than a solid red light. Under this scenario, the result turns on the wording and interpretation of three subparagraphs of the Confirmation Order. They are, in pertinent part:
16. Except as specifically set forth in the Fourth Amended Plan, effective on the Effective Date:
(i) all Persons, including, but not limited to, each of the Debtors and the Estates, each of the Lessees, each of the Participating Lessors, ... shall be deemed to unconditionally remise, release, and forever discharge the Participating Lessors, and each of them, ... (hereinafter collectively the “Released Lessor Parties”), ... of and from any and all manner of actions, causes of action, suits, claims, counterclaims, liabilities, obligations, defenses, and demands whatsoever, at law or in equity, if any, which any of them ever had, now has, or hereafter can, shall, or may claim to have against any of the Released Lessor Parties for or by reasons of any cause, matter, or thing whatsoever, arising from the beginning of the world to the Effective Date, relating to the business or operations of the Debtors, the Leases and the Advertising Contracts, ...
(in) the Leases as modified are valid and binding as between the Released Lessor Parties and Participating Lessees only in accordance with their terms and the obligations of the Participating Lessees thereunder are not subject to any claims, demands, defenses, set-offs, and counter-claims; provided that the foregoing provision should not be construed as an acknowledgement or admission by the Lessees as to the validity ofthe Leases as between any parties other than the Released Lessor Parties and the Participating Lessees, and, except as provided by the Fourth Amended Plan, this Release shall not affect the claims of the Lessees against any individual or entity resulting from either the Leases or any other lease, and
(iv) each of the Lessees releases any causes of action, claims, suits, counterclaims, liabilities, obligations, defenses, and demands whatsoever, in law or in equity, if any, against the Released Lessor Parties with respect to the revised Leases resulting or arising out of actions, activities, or events occurring pri- or to the Confirmation Date, relating to the business or operations of the Debtors, the Leases and the Advertising Contraets.[ 4 ]
A confirmed plan of reorganization acts like a contract that binds the interested parties in the bankruptcy and will be interpreted as any other contract.
In re Machinery, Inc.,
Jacobs v. Georgiou,
In construing this ambiguous judgment, our task is to ascertain the intention of the bankruptcy court in entering the order. It is also relevant that the bankruptcy court order was not the result of an adversarial proceeding, and as the bankruptcy judge himself noted, was in the nature of an uncontested consent decree. When interpreting a consent judgment, we endeavor to ascertain not only the intent of the court entering judgment, but the intentions of the parties. Construction of an ambiguous judgment is much like interpreting other ambiguous written instruments, in that we are required to search the entire record for clues in attempting to divine the intentions of the parties and the court.
Id. (internal citations omitted).
Because Defendants concede without argument that the bankruptcy court “curtailed the ability of either party to assert past non-compliance as a refusal to honor its contractual obligations from that point forward,” they argue that it “does not purport to excuse ongoing noncompliance with this term or remove it from the lease.” Thus presenting the issue of whether the Confirmation Order precludes Defendants from relying on noncompliance since it was entered.
the Leases as modified are valid and binding as between the Released Lessor Parties and Participating Lessees only-in accordance with their terms and the obligations of the Participating Lessees thereunder are not subject to any claims, demands, defenses, set-offs and counter-claims; ... and, except as provided by the [Plan], this Release shall not affect the claims of the Lessees against any individual or entity resulting from either the Leases or any other lease[.]
Plaintiff contends that because of the italicized language, the Order “expressly validated the Lease, as modified, and eliminated all demands and defenses against the Lessee’s obligations under the Lease.” Thus, it argues that the Order “resolved that a Participating Lessee’s payment obligation under the Lease was not subject to any claims, demands or defenses the Lessee would attempt to raise to avoid its payment obligation under the Lease” with the result that “Defendants’ sole defense, that their payment obligations are subject to the future delivery of software, is precluded by the terms of the [Order].” Carried to its logical conclusion, this position would mean that Defendants would have no defense against its obligation to pay under the modified lease regardless of what Plaintiff did or did not do. Under this theory, Plaintiff could, for instance, take the equipment from Defendant P.C. without affecting the duty to pay under the lease.
In arguing that even though the Confirmation Order may have res judicata effect, it does not excuse Plaintiffs refusal to honor its ongoing obligations under the lease, Defendants rely on the language from the above provision of the Order saying that “the Leases as modified are valid and binding as between the Released Lessor Parties and the Participating Lessees only in accordance with their terms.” Thus, they contend that under the modified lease, all other terms and conditions, not inconsistent with the Plan, survived, which would include an ongoing duty to furnish the software required to make the sign functional as a message board.
Consistent with Defendants’ contention is another provision of the Order providing that as of its “Effective Date,” all persons including Lessees were permanently enjoined from asserting against the Released Lessor Parties, “any other or further claims or causes of action based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Effective Date.” (emphasis added). The “Effective Date” of the Order was June 30, 1998. This, together with the fact that it would be inconsistent to also order that the Lessees must continue to pay under the modified leases regardless of whether the Lessors complied with their obligations under the modified leases after the Effective Date, lends credence to Defendants’ argument. Also consistent with this conclusion is the fact that Plaintiff acknowledged, in a letter it sent to Defendant P.C. on June 80, 1998, concerning payment options under the modified Lease, that the Plan approved by the bankruptcy court “provides both the Participating Lessors (including [Plaintiff]) and the Participating Lessees (including you) with a release and injunction prohibiting the commencement or continuance of lawsuits brought by one against the other relating to events occurring prior to confirmation.” (emphasis added).
Further support of this contention is the fact that the lease was modified by the Order in that Defendant P.C.’s financial
The Plan that was approved by the Order also provided that “[ejxcept as otherwise set forth herein, all other terms and conditions of the Lease, not inconsistent with the terms herein, survive.” For all of these reasons, to the extent Plaintiff argues that Defendants are universally and automatically precluded from defending its claim for lease payments based on breaches of the lease after the Effective Date of the Order, it is not well taken.
In the second subsection of its first point relied on, Plaintiff argues that any claim Defendants may have had for non-delivery of the software would have arisen in 1995 when the lease commenced, and would have been released by other releasing language of the Order. Thus, it points to the following from paragraphs 16(i) and (iv) of the Order:
Except as specifically set forth in the [Plan], effective on the Effective Date: (i) All persons, including, but not limited to, each of the ... Lessees, each of the Participating Lessors, ... shall be deemed to unconditionally remise, release, and forever discharge the Participating Lessors, and each of them, ... of and from any and all manner of actions, causes of action, suits, claims, counterclaims, liabilities, obligations, defenses, and demands whatsoever, at law or in equity, if any, which any of them ever had, now has, or hereafter can, shall, or may claim to have against any of the Released Lessor Parties for or by reason of any cause, matter, or thing whatsoever, arising from the beginning of the world to the Effective Date, relating to the business or operations of the Debtors, the Leases, ... (iv) each of the Lessees releases any causes of action, claims, suits, counterclaims, liabilities, obligations, defenses, and demands whatsoever, in law or in equity, if any, against the Released Lessor Parties with respect to the revised Leases resulting or arising out of actions, activities, or events occurring prior to the Confirmation Date, relating to the business or operations of the Debtors, [and] the Leases[.] (emphasis added).
Plaintiff argues that the Lease was executed in 1995, long before the Order was entered, and that while it does not admit that it ever had a duty to provide the software in question, any such obligation would have arisen in 1995. Because of the release language in the Confirmation Order quoted above, Plaintiff argues that even if it had an obligation to provide operating software, Defendants released it by reason of that Order.
Defendants, on the other hand, argue that the release language of the Confirmation Order does not purport to extinguish either party’s obligations under the modified leases. They point out that the release language relied on by Plaintiff begins
The validity of this issue turns on whether a breach of the contractual duty under the lease creates one cause of action that would be extinguished by the release in the Confirmation Order, or whether the breach was of a recurring nature that would continue or could re-occur after the date of that Order. Neither party cites authority relating to that question. On the one hand, it would be appropriate for us to resolve this issue by noting that deficiency and applying the rule that it is appellant’s responsibility to demonstrate error by citing appropriate and available precedent, or if none is available, explaining its absence.
Thummel v. King,
Plaintiff argues that it never had an obligation to deliver the software to permit the equipment to be used as a “message” board. In argument before the trial court, Plaintiff admitted that it was responsible for delivering the sign, which it did, as evidenced by the fact that “you plug it in, you turn it on, it lights up. It delivered a working sign.” Thus, Plaintiffs position is that Defendant P.C. was not entitled to receive the software necessary for the equipment to operate as a message board because that is not specified in the description of the leased equipment; it has no responsibility here even though, after the lease was signed by Defendant P.C. and Ream, it unilaterally completed the description of the equipment to be delivered as a “Recomm Advisory Board,” without mentioning the software necessary to make it functional for the purpose for which it was acquired; it had the responsibility to deliver the message board; and it delivered a message board that would only emit a red light when turned on.
Implied in every contract is a covenant of good faith and fair dealing, requiring that the performance and enforcement terms be carried out in good faith.
Schell v. LifeMark Hospitals of Missouri,
In
Finley,
plaintiff brought suit on a disability policy and obtained a judgment for benefits to the date of the judgment.
[d]istinet causes of action may arise from a single contract, transaction or occurrence. A plaintiff is not barred from bringing two successive claims on the same contract where the second action had not accrued at the time the first was prosecuted ... An injured party may bring a succession of actions on breaches of a contract imposing a continuous duty which causes a steady accretion of damage. Thus, while a contract is still in existence, each time the defendant fails to perform in accordance with its provisions is a separate violation of its terms and gives rise to a new cause of action.
Collateral estoppel does not apply to bar the petition in [the second suit] because the issue decided in [the first judgment], plaintiffs entitlement to disability benefits up to the time of the [first judgment], is not the issue presented in [the second suit], which is plaintiffs post-judgment entitlement to disability benefits. Res judicata does not apply because the two claims involve two separate causes of action. Further, contrary to defendants’ argument on appeal, there is no splitting of a cause of action.
Id. at 596.
Here, the record is clear that Defendant P.C. agreed to lease the message board for the purpose of displaying messages in its office area; and that purpose was prevented by the failure to receive the software necessary to facilitate its function other than as a solid red light. At any given point, the accumulation of additional damages could have been stopped by the delivery of the necessary software, but each day Defendant P.C. was without the software necessary for the equipment to function as a message board brought additional damage. We find no plain error under this portion of the point, and it is denied.
In the final subsection of its first point, Plaintiff contends that the trial court erred in entering the judgment because of anoth
In support, Plaintiff cites
Landau v. St. Louis Public Serv. Co.,
The essence of Plaintiff’s argument under this portion of point one is that under the Plan and Confirmation Order, In-Store was to be responsible for furnishing software for the message boards, but Defendant P.C. failed to participate in that plan, and therefore, cannot complain. This position is not well taken.
Under the Plan and the Order, there were different classes of claimants, including Class C and Class D. Plaintiff, in support of its present contention, points to the provisions of the Plan concerning Class C claims. Those claims consist “of all Claims of Holders that are Participating Lessees and parties to an Advertising Contract with the Debtors.” As Plaintiff points out, under the Plan In-Store was to continue providing services under Advertising Contracts previously entered into with Recomm. These were arrangements whereby the lessee agreed to display prearranged advertising on the message boards in return for a portion of the advertising revenue, and In-Store was to provide software.
Contrary to Plaintiffs claim, however, Defendant P.C. does not appear to have been part of Class C, but rather was Class D. Class D is described as consisting “of all Claims of Holders that are Participating Lessees that are not parties to an Advertising Contract with any of the Debtors.” We are not directed to any portion of the record demonstrating that Defendant P.C. had entered into an “Advertising Contract” in connection with its lease, or that it had any obligation to look to In-Store for software, whether that be for purposes of third-party advertising or merely operating the message board.
Plaintiff contends that Defendant P.C.’s position that it was not a Class C creditor is at odds with its concession at trial that the In-Store provisions applied to it. In support, it points to a comment made by Defendant P.C.’s attorney in closing argument, that “the point [Plaintiffs attorney] has made about the monthly diskettes is well made, well founded and well taken. That’s not what we’re complaining about.” This statement followed a statement by Plaintiffs attorney that Defendant P.C. didn’t want to participate with In-Store, and didn’t want them to send anything. Instead of the interpretation placed on the comments by Defendant P.C.’s attorney by Plaintiff, we interpret them as agreeing that Defendant P.C. did not want any arrangement with In-Store. This was apparently because Defendant P.C. had not originally had an Advertising Contract with its lease; Defendant P.C. did not want to participate in an Advertising Con
In Point II, Plaintiff contends that the trial court erred in entering the judgment for Defendants on its breach of contract claim because “parol evidence may not be considered by a court to construe an unambiguous contract, in that the trial court judgment found Plaintiff breached the lease by failing to deliver software, the only defense offered by Defendants at trial, despite the unambiguous lease term that the equipment included in the lease was the Recomm Advisory Board, which Defendants admitted they received.” As we construe this point, Plaintiff relies on the fact that the Lease described the equipment being leased as a “Recomm Advisory Board,” which it contends was an unambiguous description precluding parol evidence concerning its meaning; that is what Defendant P.C. received; and, therefore, Defendant P.C. received all it was entitled to.
Plaintiff cites
Dunn Indus. Group, Inc. v. City of Sugar Creek,
First, we note that Plaintiff does not direct us to any portion of the record indicating that the trial court relied on parol evidence in entering the judgment. In fact, the court noted that it was not making findings of fact or conclusions of law since none were requested. Therefore, Plaintiffs premise that the trial court based its judgment on parol evidence is not supported by references to the record.
Additionally, it does not appear to us that parol evidence would have been necessary for the trial court to conclude that the lease of the “Recomm Advisory Board” would include the software necessary to make it functional as a message board. To require that the description of the leased message board include a specific reference to software necessary to make it functional for the use for which it was leased would be akin to requiring that a lease of a new automobile must specify that it includes an engine or the internal computer system in order for it to be clear that a car that would run was what was intended.
Finally, we note that even if “Recomm Advisory Board” is not ambiguous on its face, that does not compel the conclusion that an ambiguity is not involved which would authorize the consideration of extrinsic evidence. Ambiguities in written instruments are of two kinds: (1)
When the court can determine the meaning of a written contract without any guide other than knowledge of the simple facts on which, from the nature of language in general, its meaning depends, the terms of the contract will be deemed unambiguous.
State Farm Mut. Auto. Ins. Co. v. Esswein,
As indicated, Plaintiff argues that “Re-comm Advisory Board” does not, on initial review, appear ambiguous on its face. However, here collateral matters and external circumstances render it uncertain, and thus, if it is ambiguous, qualifies it as a latent ambiguity. As indicated above, under those circumstances, extrinsic evidence is appropriate to show the real intent of the parties. The result is that even if the trial court considered the parol evidence of Defendant concerning what was intended in leasing the message board, it would not have been erroneous.
We fathom no error whether or not the trial court considered parol evidence concerning the meaning of “Recomm Advisory Board” and deny the point.
In its third point on appeal, Plaintiff alleges that entry of the judgment for Defendants was erroneous, because in a breach of contract case where Defendants admit the existence of a contract, the judgment “must be supported by competent and substantial evidence of a breach by Plaintiff in that (1) Defendants failed to offer evidence that the equipment described in the lease included software Plaintiff never delivered, the only defense raised by Defendants at trial, and (2) De
Plaintiff first argues that since Defendants admitted the existence of a contract, a judgment in their favor was required to be supported by competent and substantial evidence of a breach by Plaintiff, and Defendants failed to offer evidence in support of their “only defense,” that the equipment described in the lease included the software Plaintiff never delivered. This portion of the point is not well taken for at least two reasons.
First, Plaintiff cites no authority of any kind in support of this contention. Pursuant to Rule 84.04(e), a brief must contain an argument section that discusses the point relied on and shows how the principles of law and the facts of the case interact.
Selberg v. Selberg,
Second, this portion of the point is based on the alleged failure to offer evidence “that the equipment described in the lease included software Plaintiff never delivered.” To the contrary, Ream did testify that she expected to receive the software necessary for the equipment to operate as a message board. For both of these reasons, Plaintiff is entitled to no relief based on this contention.
In the second part of the point, Plaintiff contends that the following statement, signed on behalf of Defendant P.C. as a part of the “Lease Application” precludes a finding that Defendants did not receive all the equipment or that Plaintiffs obligations under the lease had not been satisfied:
Lessee hereby acknowledges receipt of the equipment described in its Lease with Lessor (the “Equipment”) and accepts the Equipment after full inspection thereof as satisfactory for all purposes of the Lease. Lessee acknowledges that Lessor has fully and satisfactorily performed all covenants and conditions to be performed by Lessor.
Plaintiff relies on the theory of an estop-pel
in pais
in support of this contention, and cites cases such as
Grafeman Dairy Co. v. Northwestern Bank,
This estoppel arises when one by his acts, representations, or admissions, or by his silence when he ought to speak out, intentionally or through culpable negligence induces another to believe certain facts to exist and such other rightfully relies and acts on such belief, so that he will be prejudiced if the former is permitted to deny the existence of such facts. It consists in holding for truth a representation acted upon, when the person who made it, or his privies, seek to deny its truth, and to deprive the party who has acted upon it of the benefit obtained.
As pointed out by Defendants, however, the
Grafeman
court also stated that “[a] necessary element of estoppel is that the party urging it must have done or re-
The party asserting estoppel bears the burden of proving it, and each element must be proven by clear and satisfactory evidence.
Van Kampen v. Kauffman,
In this ease, the statement relied on by Plaintiff was contained in the “Lease Application” dated August 25, 1995. As indicated earlier, the contents of that application appear in black ink except that the “Lease Number” and “Date of Lease” were written in blue ink; the “Date of Lease” is listed as “9-5-95.” Likewise, the written portions of the Lease Agreement appears in black ink except the description of the equipment as “Recomm Advisory Board Serial Number 15053,” the signature of Plaintiffs Operations Director and the date “9-5-95” in a box titled “Accepted: Lessor,” all of which were written in blue ink.
Defendant Ream testified that when she signed the Lease Application and Lease Agreement, Defendant P.C. had in fact not yet received the message board; one of the portions in blue ink were her handwriting; and the description of the equipment and the acceptance by the Lessor were all filled in after she signed the documents. This, together with the provision in the Lease Agreement that “[y]ou request that [Lessor] arrange delivery to you” demonstrates that Defendant P.C. did not, in fact, have the equipment when these documents were signed. That being the case, Plaintiff, having signed and filled in the portions in blue ink afterwards, could not and did not establish that it relied on the acknowledgement as contended in this portion of the point relied on. Plaintiff cites us to no other evidence in support of its estoppel argument other than the acknowl-edgement signed on behalf of Defendant P.C. This portion of the point is denied.
The judgment is affirmed.
Notes
. The named defendant in the suit was Anne C. Ream, O.D., P.C.; the answer referred to "her Answer”; and the judgment was for “Defendants Anne C. Ream, O.D. P.C. and Anne C. Ream, O.D.” The distinction between the defendant named in the petition and those in whose favor the judgment was entered is not explained in the briefs and we see no explanation in the record. Since there is no issue about whether Ream was a party to this
. Ream testified that she did not see the changes until after this litigation commenced.
. Murphy interpreted the provisions of Rule 73.01(c). The provisions of that Rule now appear in essentially the same form in Rule 84.13(d), Missouri Rules of Civil Procedure (2006).
. Plaintiff is apparently a "Participating” and "Released” "Lessor,” and Defendant P.C. is apparently a “Lessee” and "Participating Lessee” under the Confirmation Order.
. All references to rules are to Missouri Rules of Civil Procedure (2006) unless otherwise indicated.