BlueTarp Fincl v. Robertson ( 2022 )

Case: 21-30056 Document: 00516167943 Page: 1 Date Filed: 01/14/2022
United States Court of Appeals
for the Fifth Circuit United States Court of Appeals
Fifth Circuit
FILED
January 14, 2022
No. 21-30056 Lyle W. Cayce
Clerk
BlueTarp Financial, Incorporated,
Plaintiff—Appellee,
versus
Robertson Development, L.L.C.,
Defendant—Appellant.
Appeal from the United States District Court
for the Eastern District of Louisiana
USDC No. 2:19-CV-13006
Before Elrod, Southwick, and Costa, Circuit Judges.
Per Curiam:*
This debt-collection contract case returns to this court after our
previous limited remand to the district court. 1 Because the supplemented
record confirms that the district court had diversity jurisdiction to hear the
*
Pursuant to 5th Circuit Rule 47.5, the court has determined that this
opinion should not be published and is not precedent except under the limited
circumstances set forth in 5th Circuit Rule 47.5.4.
1
See BlueTarp Fin., Inc. v. Robertson Dev., L.L.C., No. 21-30056, 2021 WL 3854785(5th Cir. Aug. 27, 2021).
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case, 2 we now proceed to the merits. 3 Robertson Development contends on
appeal that BlueTarp Financial was not entitled to summary judgment
because of a material factual dispute underlying the contractual term
“original amount.” 4 Because there remains a genuine dispute of material
fact, we REVERSE.
2
The record now indicates that Mr. Lawrence Q. Robertson—the sole member of
appellant Robertson Development, a Louisiana L.L.C.—is also a Louisiana citizen.
Because BlueTarp is a Maine corporation, the parties are completely diverse, as is required
for our exercise of jurisdiction pursuant to 28 U.S.C. § 1332. Owen Equip. & Erection Co. v.
Kroger, 437 U.S. 365, 373–74 (1978). On remand, the district court also correctly
determined that Morrison Lumber was not a necessary party to this case because the
settlement agreement upon which BlueTarp seeks to recover was solely between BlueTarp
and Robertson Development. Accordingly, diversity remains complete.
3
As an initial jurisdictional matter, we note that Robertson Development did not
specify in its notice of appeal the district court’s first summary judgment order dated
November 5, 2020, which concluded that Robertson Development breached its settlement
agreement with BlueTarp. Ordinarily, “this court’s jurisdiction is limited to the orders
identified in the Notice of Appeal.” Underwood v. Gen. Motors, L.L.C., 642 F. App’x 468,
471 (5th Cir. 2016) (citing Fed. R. App. P. 3(c)(1)(B) and Warfield v. Fid. & Deposit Co., 904
F.2d 322, 325 (5th Cir. 1990)). However, we have “treat[ed] notices of appeal relatively
liberally ‘where the intent to appeal an unmentioned or mislabeled ruling is apparent and
there is no prejudice to the adverse party.’” R.P. ex rel. R.P. v. Alamo Heights Indep. Sch.
Dist., 703 F.3d 801, 808 (5th Cir. 2012) (quoting C.A. May Marine Supply Co. v. Brunswick
Corp., 649 F.2d 1049, 1056 (5th Cir. 1981)). We have also determined that “an appeal from
a final judgment sufficiently preserves all prior orders intertwined with the final
judgment,” even though they go unmentioned in the notice of appeal. Tr. Co. of Louisiana
v. N.N.P. Inc., 104 F.3d 1478, 1485 (5th Cir. 1997); but see McCardell v. U.S. Dep’t of Hous.
& Urb. Dev., 794 F.3d 510, 516 (5th Cir. 2015) (finding no appellate jurisdiction because the
appellant “exhibited no intent to appeal” a prior dismissal order “[b]y specifically
designating only the district court’s final judgment in her notice of appeal”). Hence, to the
extent that Robertson Development’s arguments on appeal pertain to the district court’s
first summary judgment order, as BlueTarp seems to imply, the notice of appeal’s reference
to the final judgment entered December 21, 2020 preserves our jurisdiction to hear them.
4
Robertson Development also argues, briefly, that BlueTarp’s claim had
prescribed. It had not. BlueTarp sued on the parties’ settlement agreement, a contract,
well within the ten-year period it had to do so. See La. C.C. art. 3499; Crooks v. Dep’t of
Nat. Res., 2019-0160, p.9 n.10 (La. 1/29/20), opinion corrected on reh’g (Apr. 9, 2020)
2
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I.
BlueTarp Financial, Inc. furnishes builders with lines of credit to
acquire supplies. BlueTarp extended one such line of credit to Robertson
Development, L.L.C. Robertson Development used that line of credit to
purchase building materials from Morrison Terrebonne Lumber Center, a
hardware supplier. Robertson Development then failed to make payments
on its line of credit from BlueTarp.
Robertson Development (and its sole member, Lawrence Robertson)
executed a promissory note to make good on its debt. As relevant here, the
note promised that Robertson Development would “pay to the order of
BlueTarp Financial, Inc. . . . and Morrison Terrebonne Lumber Center
. . . (‘Payee’)” an aggregate sum of $290,694.10 (plus interest) as “Past Due
Balance.” The note referred to an attached “Exhibit A,” which broke the
$290,694.10 figure into two line items: “BTF Past Due Balance”
($184,466.49) and “MTCL [sic] Past Due Balance” ($106,227.61). 5
Robertson Development again defaulted.
Robertson Development and BlueTarp subsequently entered into a
settlement agreement to which the hardware supplier was not a party.
Robertson Development promised to pay BlueTarp a total of $75,000 in
monthly installments to “extinguish[] all Robertson Development/Lawrence
Robertson debts to . . . BlueTarp.” The agreement also provided that “[i]f
for any reason Robertson Development LLC fails to make 2 consecutive
payments at any time during this period, then the balance will revert . . . to
(“Breach of contract claims are subject to a liberative prescription period of ten years as
provided by La. C.C. art. 3499.”).
5
Although undefined, “BTF” evidently refers to BlueTarp Financial, and
“MTCL” refers to Morrison Terrebonne Lumber Center (despite the incorrect ordering
of the initials).
3
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the original amount . . . .” The contractual term “original amount” was left
undefined.
Robertson Development failed to make two consecutive payments,
thereby defaulting on the settlement agreement. This triggered the
contractual reversion provision. After sending a final demand letter,
BlueTarp sued for the contractual “original amount,” which it asserted to be
the total past due balance stated on the face of the promissory note:
$290,694.10. Responding to BlueTarp’s motion for summary judgment,
Robertson Development argued that BlueTarp had not established its
entitlement to that full sum, which, Robertson Development asserted,
“belongs to Morrison Lumber Company.” 6
The district court granted partial summary judgment on the issue of
Robertson Development’s liability but denied summary judgment as to
BlueTarp’s damages. The district court ruled sua sponte that,
notwithstanding BlueTarp’s asserted “position that ‘original balance’ refers
to the $290,694.10 obligation on the promissory note, . . . Robertson
[Development] is entitled to credit for payments made on the promissory
note prior to the Settlement Agreement,” citing article 2011 of Louisiana’s
Civil Code. 7
BlueTarp supplemented the record with evidence of Robertson
Development’s payments to be credited against the “original amount” and
6
Resp. to Pl.’s Mot. Summ. J. 6. See also, e.g., id. (“BlueTarp pleadings do not
establish any relationship between BlueTarp and Morrison . . . . [P]laintiff’s pleadings shed
no light on how defendants’ open account with Morrison became a debt owned by and
owed to Morrison’s debt collector, Bluetarp [sic].”).
7
See La. Civ. Code art. 2011 (“Stipulated damages for nonperformance may be
reduced in proportion to the benefit derived by the obligee from any partial performance
rendered by the obligor.”).
4
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again moved for summary judgment. This time, the district court granted
the motion as to damages, awarding BlueTarp the disputed “original
balance” of $290,694.10 less Robertson’s payments—a final figure
amounting to $111,290.15, plus statutory interest. Robertson Development
timely appealed.
II.
We review de novo a district court’s grant of summary judgment. Med-
Cert Home Care, L.L.C. v. Becerra, 19 F.4th 828, 830 (5th Cir. 2021).
“Summary judgment is only appropriate when ‘the movant shows that there
is no genuine dispute as to any material fact and the movant is entitled to
judgment as a matter of law.’” Guzman v. Allstate Assurance Co., 18 F.4th
157, 160 (5th Cir. 2021) (quoting Fed. R. Civ. P. 56(a)). “A fact is ‘material’
if it would affect the outcome of the case, and a dispute is ‘“genuine” if the
evidence is such that a reasonable jury could return a verdict for the non-
moving party.’” Warren v. Fed. Nat’l Mortg. Ass’n, 932 F.3d 378, 382–83
(5th Cir. 2019) (quoting Renwick v. PNK Lake Charles, L.L.C., 901 F.3d 605,
611 (5th Cir. 2018)).
Having carefully reviewed the record before us, we conclude that a
genuine and material fact question precludes summary judgment as to
BlueTarp’s damages. 8 In rendering summary judgment below, the district
court determined that the “original amount” referenced by the parties’
settlement agreement was the “total past due balance” of the promissory
note on which Robertson Development had defaulted: $290,694.10. This
8
Robertson Development no longer disputes that it breached the parties’
settlement agreement, and the district court previously granted summary judgment as to
the L.L.C.’s contractual liability.
5
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fact-contingent determination, however, was not warranted on the evidence
that BlueTarp presented in moving for summary judgment.
Questions of contract interpretation are ordinarily legal in nature, but
they often turn on antecedent factual questions. 9 This case centers on the
proper interpretation of the contractual term “original amount” in the
parties’ settlement agreement: Does it refer to the promissory note’s “total
past due balance” (as BlueTarp contends) or merely the sum labeled “BTF
Past Due Balance”? The answer to this legal question depends on the answer
to a critical fact question: Did BlueTarp ever acquire the rights to the non-
party hardware supplier’s share of the promissory note’s “Past Due
Balance”? Only if BlueTarp had done so would it make sense for the
“original amount” of the settlement agreement to refer to the promissory
note’s “total past due balance” and not just BlueTarp’s stated share thereof.
As Robertson Development argued in response to BlueTarp’s initial
summary judgment motion, BlueTarp pointed to no undisputed evidence
that established its entitlement to the “total past due balance” of the
underlying promissory note. Neither of BlueTarp’s two summary judgment
motions (or their accompanying statements of undisputed material facts)
presented evidence that BlueTarp had acquired the right to Morrison
Terrebonne Lumber Center’s share of the promissory note’s past due
balance.
On the contrary, the record amply suggests that part of the “Past Due
Balance” was owed to Morrison Terrebonne Lumber Center and not
BlueTarp: The promissory note’s very first paragraph specifies “BlueTarp
9
See Cook Indus., Inc. v. Cmty. Grain, Inc., 614 F.2d 978, 980 (5th Cir. 1980)
(“Although the interpretation of a contract is normally a question of law for the Court, that
interpretation frequently depends heavily on the resolution of factual disputes. And it is the
function of the trier of fact to resolve such factual disputes.”).
6
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Financial, Inc. . . . and Morrison Terrebonne Lumber Center” as the
“Payee[s]” owed $290,694.10 collectively as “Past Due Balance.” In
addition, the “total past due balance” was comprised of two discrete sums:
one specifically designated as owed to BlueTarp, and the other designated as
owed to the non-party hardware supplier. Therefore, absent undisputed and
material evidence to prove the fact of its entitlement to the latter amount,
BlueTarp cannot prevail on summary judgment because the starting point for
the district court’s damages calculation—the proper referent of the
contract’s “original amount” term—remains in genuine dispute. 10
III.
For these reasons, the relevant “original amount” from the
promissory note that Robertson Development owed BlueTarp under the
settlement agreement—a highly-material fact to the issue of damages—
presently remains in genuine dispute. Accordingly, we REVERSE the
district court’s grant of summary judgment and REMAND for further
proceedings consistent with this opinion.
10
At most, BlueTarp’s first summary judgment motion relied on certain
admissions from Robertson Development’s answer to indicate the absence of dispute as to
the “original amount” under the parties’ settlement agreement. But in the L.L.C.’s
answer, Robertson Development flatly denied BlueTarp’s allegation that “[b]y signing the
Promissory Note, Robertson Development . . . agreed to be responsible for the payment of
the $290,694.10 account balance.”
7