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Coast Plaza LLC v. RCH Capital LLC

Court of Appeals of Mississippi

June 11, 2019

COAST PLAZA LLC, MICHAEL J. THOMPSON, KEITH PAUL GAGNON, AND ESTATE OF MILTON L. GAGNON APPELLANTS/ CROSS-APPELLEES
v.
RCH CAPITAL LLC, RCH MORTGAGE FUND V LLC, AND MICHAEL J. YENTZEN ESQ., AS SUBSTITUTE TRUSTEE APPELLEES/ CROSS-APPELLANTS SUBSTITUTE TRUSTEE

          DATE OF JUDGMENT: 06/19/2017

          HANCOCK COUNTY CHANCERY COURT HON. SANFORD R. STECKLER TRIAL JUDGE

          ATTORNEYS FOR APPELLANTS: MICHAEL JAMES THOMPSON JR. KEITH PAUL GAGNON (PRO SE)

          ATTORNEY FOR APPELLEES: MICHAEL ANDREW McDONALD

          BEFORE J. WILSON, P.J., McCARTY AND C. WILSON, JJ.

          C. WILSON, J.

         ¶1. Coast Plaza LLC, Michael J. Thompson, Keith Paul Gagnon, and the Estate of Milton L. Gagnon (collectively referred to as "Coast Plaza") appeal the chancellor's denial of their complaint to enforce a settlement agreement purportedly entered by the parties. RCH Capital LLC, RCH Mortgage Fund V LLC (collectively referred to as "RCH"), and Michael J. Yentzen, Esq., as substitute trustee, cross-appeal the chancellor's purported finding that an offer and acceptance existed among the parties. Because we find that the chancellor properly denied Coast Plaza's complaint to enforce the settlement agreement, we affirm.

         FACTS

         ¶2. Coast Plaza LLC (the "LLC") is a Mississippi limited liability company that was owned equally by Michael J. Thompson[1] and Milton L. Gagnon. Milton Gagnon, who lived in Metairie, Louisiana, died testate on or about July 29, 2016. The LLC's sole asset was certain real property, a strip mall in Waveland, Mississippi.

         ¶3. Prior to Milton Gagnon's death, the LLC entered into a promissory note secured by a deed of trust on the property. Thompson and Milton Gagnon signed the note as personal guarantors. RCH later purchased the note and became the assignee of the original lender's rights thereunder.

         ¶4. On November 4, 2016, RCH issued a notice of default to Coast Plaza for deficiency under the note. Shortly thereafter, RCH's counsel issued a notice of intent to foreclose on the LLC's property and offer it for sale on December 30, 2016.

         ¶5. On November 29, 2016, Ryan Razook, manager of RCH Mortgage Fund V LLC, sent the following email to Thompson:

Mike,
Thank you for your email. Regarding a conversation I just had in our office I want to follow up with you and provide you with an option.
Provided there are no liens or other debt on the property, RCH would accept a [d]eed in lieu of foreclosure from you.
If you would like to do this, we would agree to satisfy the debt and therefore waive personal liability under the guarantees.
*This would avoid the possibility of a deficiency judgment against you after the foreclosure sale.
Please let me know if you are interested in this and we will work to prepare the documents needed.
Thanks[, ]
Ryan

         ¶6. On November 30, 2016, Thompson responded that he would meet with one of the "prime movers" involved with Milton Gagnon's estate (the "Gagnon Estate") "to bring the [e]state up to speed." Thompson further stated that he "[did] not anticipate any resistance" and that he would be in touch. Later that afternoon, Thompson emailed Razook and stated:

RCH:
Be advised that your offer is accepted.
Kindly reply to acknowledge your receipt of this acceptance.
mjt

         ¶7. Razook, on behalf of RCH, replied to Thompson's email that same afternoon:

Mike,
Thank you for your email.
We have already ordered a title search to confirm if there are any other debts or claims against the property. Once we have that report and it shows the property is clear of other liens, we will provide you with a request for what is needed from you and/or [the Gagnon Estate] that would allow us to accept a deed in lieu of foreclosure.
To give you a heads up, below is some of what we're going to be working through and requesting:
6.[sic] Title search that you ordered - showing no other liens
7.Confirm status of real estate taxes and [i]nsurance
8.Current and full financial disclosure by borrower and ...

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