Trinity 83 Development LLC v. Colfin Midwest Funding LLC
Trinity 83 Development LLC v. Colfin Midwest Funding LLC
Opinion
In 2006 Trinity 83 Development borrowed about $2 million from a bank, giving in return a note and a mortgage on certain real property. In 2011 the bank sold the note and mortgage to ColFin Midwest Funding. ColFin relied on Midland Loan Services to collect the payments. In 2013 Midland recorded a document (captioned "satisfaction") stating that the loan had been paid and the mortgage released. But the loan was still outstanding, and Trinity continued paying. In 2015 ColFin realized Midland's mistake and recorded a document cancelling the satisfaction. Soon afterward Trinity stopped paying, and ColFin filed a foreclosure action in state court.
Trinity commenced a federal bankruptcy proceeding, which stayed the state-court action. It then filed an adversary action against ColFin, contending that the release extinguished the debt and security interest. Bankruptcy Judge Thorne disagreed, however, holding that the release was a unilateral error that could be rectified unilaterally-and, as no one else had recorded a security interest between those two events, ColFin retained its original rights. A district judge affirmed, and Trinity appealed to us.
Before the appeal was heard, the property was sold under the bankruptcy court's auspices. ColFin contends that this moots the appeal. It relies on
The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal.
ColFin also relies on
In re River West Plaza-Chicago, LLC
,
Mootness is a constitutional doctrine designed to avoid the issuance of advisory opinions. "[A] suit becomes moot,
*602
when the issues presented are no longer live or the parties lack a legally cognizable interest in the outcome. [This occurs] only when it is impossible for a court to grant any effectual relief whatever to the prevailing party."
Chafin v. Chafin
,
Many a statute forecloses particular relief. Think of the Norris-LaGuardia Act,
There is a further problem with
River West
-one independent of the question whether § 363(m) concerns mootness. Section 363(m) does not say one word about the disposition of the proceeds of a sale or lease. The text is straight-forward: "The reversal or modification on appeal of an authorization ... of a sale or lease of property does not affect the validity of a sale or lease ... to an entity that purchased or leased such property in good faith". What should be done with the proceeds is a subject within the control of the bankruptcy court. We have recognized this multiple times. See, e.g.,
In re Lloyd
,
River West
relied on
In re Sax
,
The disagreement among panels must be cleared up. We now hold that § 363(m) does not make any dispute moot or prevent a bankruptcy court from deciding what shall be done with the proceeds of a sale or lease. River West is overruled, as is Part III of Sax (which treated as moot all disputes within the scope of § 363(m) ). Any other decision in this circuit that treats § 363(m) as making a controversy moot, rather than giving the purchaser or lessee a defense to a request to upset the sale or lease, is disapproved. This opinion has been circulated before release to all active judges. See Circuit Rule 40(e). None wanted to hear the appeal en banc.
This brings us to the merits. Trinity maintains that the release erroneously filed in 2013 abrogated ColFin's rights. If that's so, then the proceeds from the sale must be distributed among Trinity's other creditors. The bankruptcy judge and district judge concluded, however, that Trinity did not obtain rights from the 2013 filing, for it was unilateral and without consideration. It therefore was not a contract, and because no one (including Trinity) detrimentally relied on the release, ColFin could rescind it.
That conclusion is sound as a matter of Illinois law, which applies to ColFin's security interest. Illinois treats a mistaken release of a mortgage as ineffective between the mortgagor and mortgagee, see
Hale v. Morgan
,
Trinity relies on this clause in the mortgage: "Lender shall not be deemed to have waived any rights under this Mortgage unless such waiver is given in writing and signed by Lender." Trinity treats this as if it read: "Lender shall be deemed to have irrevocably waived any rights under this mortgage whenever it or its agent signs a written document to that effect." But that's not what the clause provides. It says that only an authorized writing accomplishes a waiver, not that any particular document does so. To say " only A can accomplish B" is not at all to say " every A accomplishes B." The no-waiver clause negates oral waivers and waivers implied from conduct; accepting a late payment thus does not waive the deadline for payments. This language does not mean that mistaken unilateral writings are beyond recall.
According to Trinity,
In re Motors Liquidation Co
.,
*604 did the remaining work. But ColFin caught the problem before Trinity filed its bankruptcy petition, so a hypothetical lien perfected on the date of the bankruptcy would have been junior to ColFin's interest.
AFFIRMED
Reference
- Full Case Name
- TRINITY 83 DEVELOPMENT, LLC, Plaintiff-Appellant, v. COLFIN MIDWEST FUNDING, LLC, Defendant-Appellee.
- Cited By
- 15 cases
- Status
- Published