United States District Court, S.D. Indiana, Indianapolis Division
ANTON REALTY, LLC and ANDY MOHR TRUCK CENTER, INC., Plaintiffs,
FIFTH THIRD BANK, Defendant.
ENTRY ON DEFENDANT'S MOTION TO DISMISS SECOND
RICHARD L. YOUNG, CHIEF JUDGE.
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.
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.
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.
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.).
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.).
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
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,
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).
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).
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. ¶ 19). Anton Realty ...