DO NOT PUBLISH
Plaintiff-appellant Mariposa Associates, Ltd. ("Mariposa") appeals the district court's grant of summary judgment in favor of defendant-appellee Regions Bank ("Regions").
I. THE ST. LUCIE LOAN
In June 2005, plaintiff Mariposa entered into an agreement with AmSouth Bank, now defendant Regions, in order to obtain a $2,800,000 loan (the "St. Lucie Loan"). The St. Lucie Loan was evidenced by a loan agreement (the "St. Lucie Loan Agreement"), a promissory note (the "St. Lucie Note"), and a mortgage (the "St. Lucie Mortgage"), which granted to defendant Regions a first mortgage lien on a property in St. Lucie County, Florida (the "St. Lucie Property"). At the time of the loan, the St. Lucie Property was being used as a trailer park, but the parties planned for that trailer park to be turned into a townhome development.
Under the St. Lucie Note, which Mariposa signed, Mariposa agreed to the release of any security and further agreed that Regions "shall not be required" to "perfect or enforce its rights" against any security:
The St. Lucie Note also explicitly contemplated that Regions may "sell or offer to sell the loan evidenced by this Note."
II. THE MIAMI-DADE LOAN
Shortly after making the St. Lucie Loan, defendant Regions loaned $10,400,000 (the "Miami-Dade Loan") to two companies that were associated with and controlled by Mariposa's principals (the "Miami-Dade Borrowers") for the purchase of real property in Miami-Dade County, Florida (the "Miami-Dade Property"). To secure the Miami-Dade Loan, the Miami-Dade Borrowers granted to defendant Regions a first mortgage lien on the Miami-Dade Property, which consisted of approximately 46 acres near the Miami Dolphins football stadium.
III. THE SPREADER AGREEMENT
In mid-2007, defendant Regions became concerned that the St. Lucie Loan was under-collateralized. At the same time, the Miami-Dade Property was worth significantly more than the loan it was securing. Thus, in summer 2007, defendant Regions, plaintiff Mariposa, and the Miami-Dade Borrowers entered into an agreement to cross-collateralize the two loans (the "Spreader Agreement"). Pursuant to the Spreader Agreement, the St. Lucie Loan became secured by both a first mortgage lien on the St. Lucie Property and a second mortgage lien on the Miami-Dade Property; and the Miami-Dade Loan became secured by both a first mortgage lien on the Miami-Dade Property and a second mortgage lien on the St. Lucie Property.
IV. THE MARIPOSA AMENDMENT
In June 2008, plaintiff Mariposa and defendant Regions (but not the Miami-Dade Borrowers) executed an amendment to the St. Lucie Loan Agreement (the "Mariposa Amendment"). The Mariposa Amendment provided in relevant part:
The Mariposa Amendment defined the "Loan" as the St. Lucie Loan. While the Mariposa Amendment did not define the term "Premises," Paragraph 2 of the Mariposa Amendment provided that "capitalized terms used but not defined herein shall have the meanings set forth in the Agreement." The Mariposa Amendment defined the "Agreement" as the "Loan Agreement [between Mariposa and Regions] dated June __, 2005." And the St. Lucie Loan Agreement "dated June __, 2005" defined "Premises" as the St. Lucie Property.
While "Premises" was defined as the St. Lucie Property, there was no eight-acre outparcel in the St. Lucie Property. At that point in time, there was an eight-acre outparcel in the Miami-Dade Property that was, at one point, under contract to be sold for $5,800,000.
Whatever the Premises was, the Borrower (Mariposa) never sold the Premises. Rather, as explained below, a subsequent purchaser of the St. Lucie Loan foreclosed on the St. Lucie Property. Therefore, the trigger contained in the Mariposa Amendment never occurred because the Borrower (Mariposa) never sold the Premises.
V. THE MIAMI-DADE AMENDMENT
At the same time, defendant Regions and the Miami-Dade Borrowers (but not plaintiff Mariposa) executed a similar amendment to their loan agreement (the "Miami-Dade Amendment"). The Miami-Dade Amendment contained a provision directing the proceeds from "the sale of a portion of the Premises (consisting of an 8 acre outparcel)":
The Miami-Dade Amendment defined "Loan" as the Miami-Dade Loan. As Mariposa admitted, the Miami-Dade Amendment provided that the proceeds from a sale of the Miami-Dade outparcel would go to pay the Miami-Dade Loan.
VI. REGIONS SELLS THE ST. LUCIE LOAN
In September 2008, defendant Regions sold the promissory note and security instruments for the St. Lucie Loan to a third-party investor (the "Note Purchaser") for $1,350,000. Defendant Regions and the Note Purchaser agreed that "notwithstanding the cross collateralization" of the St. Lucie Loan and the Miami-Dade Loan, the Note Purchaser would release any claim or lien it might have to the Miami-Dade Property, leaving the St. Lucie Loan secured only by the St. Lucie Property. In connection with this sale, defendant Regions also "release[d] the [St. Lucie Property] from securing the [Miami-Dade Loan]," leaving the Miami-Dade Loan secured only by the Miami-Dade Property. Mariposa did not sign or consent to this sale of the St. Lucie Loan.
VII. THE FORECLOSURE ACTIONS
In January 2009, defendant Regions filed an action to foreclose on the Miami-Dade Property that secured the Miami-Dade Loan (the "Miami-Dade Action"). In settlement of the Miami-Dade Action, Regions agreed to a "short sale" of the Miami-Dade Property. On August 27, 2009, the Miami-Dade Property—including the eight-acre outparcel—was sold for $7,685,000. The proceeds of this sale went to Regions, who agreed to release the balance due on the Miami-Dade Loan as satisfied. Thus, it took all of the sale proceeds of the Miami-Dade Property to satisfy the Miami-Dade Loan.
Around the same time, Mariposa defaulted on the St. Lucie Loan, and the Note Purchaser sued Mariposa on the promissory note and also filed a foreclosure action against the St. Lucie Property (the "St. Lucie Action"). In April 2013, the Note Purchaser won a judgment on the promissory note against Mariposa in the amount of $6,333,025.37.
VIII. MARIPOSA FILES THE INSTANT LAWSUIT
In September 2013, plaintiff Mariposa sued defendant Regions for breach of contract in Florida state court. Mariposa alleged that Regions breached the Mariposa Amendment when it released the Miami-Dade Property as collateral for the St. Lucie Loan, and failed to apply the proceeds of the sale of the Miami-Dade Property to the St. Lucie Loan, thus causing the adverse judgment against Mariposa (the Borrower) in the St. Lucie Action.
Defendant Regions timely removed the case to federal court and subsequently moved for summary judgment, arguing that the unambiguous terms of the loan documents for the St. Lucie Loan showed that Regions was entitled to act as it did.
IX. DISTRICT COURT GRANTS SUMMARY JUDGMENT TO REGIONS
The district court granted summary judgment to defendant Regions on the basis that various terms of the loan documents demonstrated that plaintiff Mariposa was not entitled to relief as a matter of law. Specifically, the district court determined that defendant Regions was not required to pursue the Miami-Dade Property before enforcing the St. Lucie Note because, by its plain terms, the St. Lucie Note provided Regions with the unilateral right to release
The district court also determined that, because the Mariposa Amendment contained an "and/or" clause in the provision directing proceeds from the sale of the outparcel, the Mariposa Amendment did not require Regions to
After careful review, and with the benefit of oral argument from counsel for both parties, we find no reversible error in the district court's entry of summary judgment in favor of defendant Regions on plaintiff Mariposa's breach of contract action. We need not analyze all of the possible grounds for summary judgment but need only point out that the promissory note signed by Mariposa gave Regions a unilateral right to release any collateral, which Regions did when it sold the St. Lucie Loan and collateral to the Note Purchaser. Further, the triggering sale in the Mariposa Amendment never occurred as the Borrower (Mariposa) never sold the property (the St. Lucie Property). Indeed, Mariposa never owned, much less sold, the Miami-Dade Property.