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Anton Realty LLC v. Fifth Third Bank

United States District Court, S.D. Indiana, Indianapolis Division

November 14, 2016

ANTON REALTY, LLC and ANDY MOHR TRUCK CENTER, INC., Plaintiffs,
v.
FIFTH THIRD BANK, Defendant.

          ENTRY ON DEFENDANT'S MOTION TO DISMISS SECOND AMENDED COMPLAINT

          RICHARD L. YOUNG, CHIEF JUDGE.

         Plaintiffs, Anton Realty, LLC and Andy Mohr Truck Center, Inc., were interested in purchasing a piece of land encumbered by a mortgage that was held by Defendant, Fifth Third Bank. Plaintiffs reached an agreement with the land owner to buy the parcel by simply paying the balance of the mortgage to Defendant. Plaintiffs allegedly informed Defendant of these discussions and Defendant stated that the agreement was permissible. Defendant also explained that while it had been planning to sell the mortgage to a different financial institution, Plaintiffs' agreement with the mortgagor would extinguish that pending sale. Despite these representations, Defendant subsequently sold the mortgage and refused to accept Plaintiffs' payment. Plaintiffs subsequently filed this suit for damages, advancing various state law claims. Defendant now moves to dismiss the Second Amended Complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, the court DENIES Defendant's motion.

         I. Background

         Plaintiffs filed their seven-count Amended Complaint on May 14, 2015. Defendant moved to dismiss all seven counts for failure to state a claim, and the court granted that motion in part on December 11, 2015. Specifically, the court dismissed with prejudice Counts II (violation of Indiana Code § 32-28-1-2), III (breach of contract), IV (tortious interference with a contractual relationship), V (violation of Indiana Code § 32-28-1-2), and VI (civil conspiracy), and allowed Counts I (quiet title) and VII (promissory estoppel) to remain. Plaintiffs then moved for reconsideration, requesting that the court amend its dismissal order such that Counts IV and VI would be dismissed without prejudice. Plaintiffs simultaneously moved for leave to file their Second Amended Complaint. The court granted both motions on April 26, 2016. Plaintiffs filed their Second Amended Complaint on May 5, 2016.

         The Second Amended Complaint sets forth three counts: (1) tortious interference with a contractual relationship, (2) civil conspiracy, and (3) promissory estoppel. Defendant seeks to dismiss all three counts.

         II. Facts

         M-3 Investments, LLC (“M-3”) was the owner of commercial real estate property located at 1301 South Holt Road, Indianapolis, Indiana 46241 (the “Property”). (Filing No. 52, Second Amended Complaint ¶ 6). The Property was encumbered by a mortgage held by Defendant (the “Mortgage”). (Id.). Andy Mohr Automotive Group, Inc. entered into a lease of the Property from M-3 on or about March 21, 2010. (Id. ¶ 7). Andy Mohr Automotive Group, Inc. assigned the lease to Plaintiff Andy Mohr Truck Center, Inc. (“Truck Center”). Truck Center operates a Volvo semi-truck dealership on the Property. (Id.).

         In the summer of 2013, Truck Center and Plaintiff Anton Realty, LLC, an affiliate of Truck Center, entered into negotiations with M-3 to purchase the Property. (Id. ¶ 8). Defendant was aware of these negotiations because Anton Realty discussed its desire to purchase the Property “on multiple occasions with several representatives of” Defendant. (Id. ¶ 12). Nonetheless, Defendant agreed to sell the Mortgage to Guardian Brokers (“Guardian”) around this time. (Id. ¶ 13). Defendant did not disclose this fact to either M-3 or Anton Realty. (Id.).

         On September 5, 2013, Defendant was made aware of Anton Realty's imminent purchase of the Property from M-3 for an amount that would satisfy the Mortgage in full. (Id. ¶ 14). On that same day, Defendant informed M-3 that Anton Realty's purchase was permissible and would extinguish the pending sale of the Mortgage to Guardian. (Id.).

         On September 9, 2013, Defendant sent a payoff letter (the “Payoff Letter”) to M-3 in response to its request for same. (Id. ¶ 10; Filing No. 8-2, Exhibit B). In the Payoff Letter, Defendant agreed to “issue appropriate release of mortgage as it relates to the commercial property referred to as 1301 S. Holt Road, Indianapolis, Indiana, upon receipt of the following in U.S. Dollars . . . $765, 443.99.” The Payoff Letter also states that it “is valid until September 12, 2013.”

         After issuing the Payoff Letter, Defendant notified Guardian of Anton Realty's pending purchase of the Property. (Second Amended Complaint ¶ 15). In response, Guardian requested that Defendant accelerate the closing on its contract to purchase the Mortgage. (Id.). Defendant accepted Guardian's request and attempted to immediately assign the Mortgage to Guardian. (Id. ¶ 16). That attempt was unsuccessful. (Id.). On September 10, 2013, Defendant issued a notice to M-3 that the loan had been sold to Guardian (the “Loan Transfer Notice”). (Filing No. 8-6, Exhibit F).

         Anton Realty and M-3 formally executed the Contract for Purchase of Real Estate (“Purchase Agreement”) on September 11, 2013. (Second Amended Complaint ¶¶ 8, 17; Filing No. 8-1, Exhibit A). According to the Purchase Agreement, Anton Realty agreed to pay M-3 “an amount equal to the outstanding principal balance and interest accrued” on the Mortgage. (Exhibit A). M-3 agreed, in turn, to deliver to Anton Realty a fully-executed limited warranty deed conveying marketable fee simple title to the Property. (Id.). At closing, Anton Realty tendered $767, 400.90, which was intended to satisfy the full amount outlined in the Payoff Letter plus closing costs. (Second Amended Complaint ¶ 17).

         After M-3 executed and delivered the limited warranty deed, M-3 received the Loan Transfer Notice from Defendant. (Id. ¶ 18). The Loan Transfer Notice did not disclose that, at that time, no documents had yet been executed assigning any rights under the Mortgage or the Note to Guardian, or that Defendant remained the legal holder of the Mortgage. (Id. ΒΆ 19). Anton Realty ...


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