Brunswick Bank & Trust v. Heln Mgmt. LLC
Brunswick Bank & Trust v. Heln Mgmt. LLC
Opinion of the Court
*326In this second appeal of a group of convoluted and consolidated foreclosure actions, we review the findings and conclusions drawn by the experienced chancery judge from the proofs elicited at an evidentiary hearing required by our earlier remand. Brunswick Bank & Tr. v. Affiliated Bldg. Corp.,
The consolidated cases concern five construction and development loans, four of which were made to defendant Heln Management, LLC, and the fifth to Affiliated Building Corp.; Jeffrey Miller, a principal of both entities, and his daughter Melanie Miller, were joined as defendants because they guaranteed repayment. Repayment was also ensured by mortgages held by Brunswick Bank on properties owned by Heln and Affiliated. We provided greater detail about these transactions in our earlier opinion,
In deciding the earlier consolidated appeals, we ultimately remanded because issues concerning whether Brunswick Bank collected more than one-hundred percent of defendants' collective debt on all the loans could not be resolved "without a full accounting of the cash and property collected by plaintiff applied against the amount of the Law Division judgment and the interest that accrued on that judgment, as well as expenditures in 'different categories of [permissible] damages' not adjudicated in the Law Division action."
*328Id. at 120-21,
After filing the Law Division action, Brunswick Bank filed four separate foreclosure actions. Three were filed in 2010, shortly before Brunswick Bank obtained the Law Division judgment: two in Middlesex County and a third in Monmouth County. A fourth was filed in Middlesex County in 2013. Default judgments setting redemption amounts were entered in 2012 and 2013. There followed-as we previously described in greater detail,
In his earlier decision, the chancery judge recognized the loans might have been "over-collateralized" and questions about whether Brunswick Bank had been fully compensated on the entire obligation were presented. The judge concluded, however, that the record was "too muddled," and he acknowledged his power to "prevent a windfall" had to await "a full and complete factual record."
In resolving the prior consolidated appeals, we drew the same conclusion about the lack of clarity or certainty about the amount of compensation obtained by Brunswick Bank, and we remanded for illumination. We emphasized a court's power to prevent a windfall and to ensure a judgment creditor recovers no more than the amount of the debt by applying the fair market value credit of property struck off *1033at a sheriff sale.
at least $2.7 million dollars [and] ... has received $2,599,208.51. [Brunswick Bank] also, as a result of two [s]heriff's [s]ales, owns Beacon Hill and Baldwin. Defendants failed to introduce any competent evidence to establish the fair market value of these properties at the time of the [s]heriff's [s]ale.
Consequently, the judge "discharged" the Law Division judgment and, because Brunswick Bank so "stipulated," the judge restrained-we assume permanently-Brunswick Bank from "pursuing any deficiency judgment" against defendants. The judge entered orders memorializing those determinations in October and December 2015.
In appealing, defendants argue that: (1) Brunswick Bank's many claims "merged into" the Law Division judgment and created "one debt to be collected and satisfied"; (2) the successive foreclosure complaints constituted "de facto deficiency actions" and allowed defendants to challenge them as deficiency actions; (3) the judge erred in failing to provide them with the benefit of a fair market value credit for the properties ultimately received by Brunswick Bank through the foreclosure actions; and (4) "a deficiency action *330is illusory where a mortgagee has first brought an action on its note prior to foreclosing its mortgage." In a fifth point, defendants explain they "are not seeking damages, but only a credit against the amount due and the voiding of the sheriff's sales, the return of title and the enforcement of settlement on Loren Terrace."
We start by recognizing, as previously held, that Brunswick Bank was entitled to collect only what was collectively owed from these defendants. Although the loans were separately made, Brunswick Bank recognized the link among all the loans by, among other things, commencing a single Law Division suit on four of the loans, apparently leaving out the fifth only through oversight.
Although understated in our earlier opinion, our direction that the chancery judge conduct an evidentiary hearing to ascertain what was collectively owed and what was collectively received on these loans was intended to ensure that through the many complications in the prior trial court proceedings Brunswick Bank had not been overcompensated. The judge's findings as to the amount owed to Brunswick Bank ("at least" $2,700,000
The evidence about the collection efforts as Brunswick Bank neared receipt of a one-hundred percent recovery revealed that sheriff sales on Baldwin and Beacon Hill occurred on June 17, 2013, and December 30, 2013, respectively.
To be exact as to what must follow today's decision, we direct that the judge first determine whether Baldwin had a fair market value greater than the approximate $250,000 shortfall. If so, then Brunswick Bank, by becoming Baldwin's owner, would have been fully compensated and no further right in equity would have existed to proceed against any other mortgaged property or any other assets of defendants. The precise amount above the rounded shortfall of $250,000-that is, if Baldwin's fair market value was greater-would be irrelevant since that is the type of windfall law and equity would allow Brunswick Bank to reap.
If, however, Baldwin did not possess a fair market value in excess of $250,000, then Brunswick Bank was entitled to further pursue its collection efforts and to force a sheriff sale of Beacon Hill. If the judge's future findings are in accord with this possibility, the judge must ascertain what thereafter remained due to Brunswick Bank and, once ascertained, whether the fair market value of Beacon Hill exceeded what remained of the $250,000 shortfall. If Beacon Hill's fair market value *1036
If we could answer these questions by resort to the existing factual findings, we would spare the parties further expense and trouble and simply exert original jurisdiction to bring down the curtain on this matter. See R. 2:10-5; Price v. Himeji, LLC,
The precise values of the properties, to be sure, have not been conclusively established. In considering the parties' contentions, the chancery judge concluded that defendants "failed to introduce any competent evidence to establish the fair market value[s] of [Beacon Hill and Baldwin] at the time of the [s]heriff's [s]ale[s]." The judge gave little further inkling and left us with no explanation why he found the evidence on that subject to be "incompetent." Indeed, it is not entirely clear what the judge meant when describing the evidence as "incompetent." Three possibilities come to mind; the judge could have meant: (1) that the evidence was not persuasive; (2) that the evidence on that subject was inadmissible; or (3) that the evidence did not come from a competent source.
As to the first, had the judge held the evidence failed to persuade, our standard of review would require some deference. Rova Farms,
In the final analysis, we are unable to defer to the judge's conclusory determination about the "competency" of defendants' evidence. It may be-as the proponent of a credit-defendants were rightly *1037saddled with the burden of introducing evidence on the fair market value of Baldwin and Beacon Hill.
In light of these observations, we find it necessary to remand the matter for additional findings. The judge should engage in the sequential analysis of the last three collection events as we explained in greater detail earlier in this opinion.
*338We can offer no other guidance for the daunting task that awaits the trial court. We leave it to the judge's discretion whether the record should be expanded in order to achieve a fair and just result, which may prove difficult, but not insurmountable. See Graf v. Hope Bldg. Corp.,
The orders under review are vacated and the matter remanded for further findings and determinations in conformity with the letter and spirit of this opinion. We do not retain jurisdiction.
Lucinda Williams, Reason To Cry (2001).
According to the judge's September 28, 2015 decision, the $2,670,825.92 figure was ascertained by taking the original amount of the Law Division judgment-$2,059,141.84-and adding accrued interest, as well as a $327,345.40 loan and a $200,000 loan, neither part of the Law Division action, plus real estate taxes incurred by Brunswick Bank, and interest on those other loans as well.
We assume from counsel's representations early in the hearing's first day that Brunswick Bank did not intentionally leave one of the loans out of the Law Division matter.
Consequently, we reject Brunswick Bank's argument that a fair market value credit has relevance only when a judgment creditor pursues a deficiency judgment against a judgment debtor. N.J.S.A. 2A:50-3 expressly recognizes the application of a fair market value credit in that circumstance, but that statute does not exclusively limit its application to only that circumstance.
Brunswick Bank does not quarrel with-and has not cross-appealed from-the judge's failure to more precisely ascertain the amount due beyond a finding that the debt was "at least $2.7 million dollars." We, thus, proceed on an assumption that Brunswick Bank was owed at that time only $2,700,000.
The record does not disclose what Brunswick Bank bid when obtaining either of these properties.
Brunswick Bank's foreclosure action regarding Loren Terrace was filed on June 19, 2013-two days after the sheriff sale of Baldwin on June 17, 2013-and resulted, on January 17, 2014, in a mutual agreement that Brunswick Bank would receive $147,387.37 of the proceeds of defendants' sale of Loren Terrace to a third person. This circumstance is referred to in our earlier opinion. Brunswick Bank,
It is important to know what Brunswick Bank was owed and what it had been paid as of June 17, 2013. Resort to the chancery judge's findings does not permit a precise assessment of that amount. Instead, we have only backed out the $147,387.37 that Brunswick Bank didn't receive until seven months after the June 17, 2013 sheriff sale, leaving the sum of all amounts collected before June 17, 2013, at $2,451,821.14. Subtracting that amount from the overall $2,700,000 provides an approximate $250,000 difference.
Defendants conceded this in the trial court, as demonstrated by the following colloquy:
THE COURT: Can we agree that as a result of the bank receiving instead of someone bidding at the sheriff sale and satisfying the judgment and that third party getting the property, that as a result of the bank getting the property that if Baldwin ... had a value of $350,000 at the time of the sheriff sale and the bank was only owed $100,000, that your client is not entitled to receive the money [i.e., difference] from the bank?
[DEFENSE COUNSEL]: Yes, Your Honor.
Beacon Hill was purchased by Heln in 2008 for $289,900, a sum borrowed from Brunswick Bank for that purpose.
This last possibility is likely what the judge meant since earlier in his opinion he described what had been presented at the hearing by stating that "[n]o expert testimony has been offered ... as to the value of these properties at the time of the [s]heriff's [s]ale[s]."
When asked to craft an equitable remedy or when asked to bar equitable relief based on the assertion of an equitable defense, a court of equity must be careful not to allow the ultimate disposition to turn on a rigid allocation of the burden of persuasion, as may have occurred here when the judge withheld relief because he viewed defendants' evidence as incompetent. The issuance of an equitable remedy when pitted against an asserted equitable defense calls for a court's exercise of equitable discretion according to the circumstances of each particular case. See generally Pomeroy, Specific Performance § 46 (3d ed. 1926). Consequently, it is not often helpful to grant or deny relief purely on the assignment of the ultimate burden of persuasion on an issue. For example, if we are to consider a litigant's "burdens" in a chancery case, we might start with a defendant who has urged laches, which has been defined as "a defense when there is delay, unexplained and inexcusable, in enforcing a known right, and prejudice has resulted to the other party because of that delay." Gladden v. Pub. Emp. Ret. Sys. Tr. Bd.,
Certainly, none of the recognized circumstances for finding a witness incompetent to provide evidence in general or on a particular subject was remotely suggested. N.J.R.E. 601.
During the judge's own questioning about the aborted Baldwin transaction, he seemed to recognize that the witness had "personal knowledge" of the relevant facts:
THE COURT: ... So somebody wants to buy Baldwin for $335,000 you were apparently willing to sell it for $335,000. So what happened after this contract was entered into back in 2012?
....
THE COURT: ... Mr. Miller you're the only one that has personal knowledge of this. So ... you had somebody who was willing to buy Baldwin, okay, they offered 335. You were willing to accept 335. What happened? We know that this deal didn't close. What happened?
THE WITNESS: It was my understanding the bank wouldn't release the property.
[Emphasis added.]
Beacon Hill was listed for sale at the same price.
With some good cause, the judge invoked during the course of the hearing-in an attempt to steer defendants toward those things the judge deemed relevant-the old adage: "garbage in, garbage out."
Indeed, today's decision should not be interpreted as leaving the next judge-we are mindful the chancery judge has since retired-with the burden of resolving the matter based on the existing record. The judge is free to expand the record to whatever extent deemed necessary to reach a fair and equitable resolution of these remaining disputes. And nothing we have said today would preclude the judge from requiring a party or the parties, to whatever extent the judge deems appropriate, to retain an independent expert of the judge's choosing to opine on the fair market value of these properties.
The judge will also need to consider other costs that may have been incurred by Brunswick Bank in the interim and whether they should be added to defendants' obligation or in good conscience borne by Brunswick Bank if it obtained greater compensation than that to which it was entitled. We are mindful that the evidentiary hearing occurred in August 2015 and the matter decided by the chancery judge in September 2015. Costs and expenses regarding the properties in question have undoubtedly accrued since. Indeed, it may be that one or both properties have been sold in the interim.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.