COAST PLAZA LLC, MICHAEL J. THOMPSON, KEITH PAUL GAGNON, AND ESTATE OF MILTON L. GAGNON APPELLANTS/ CROSS-APPELLEES
RCH CAPITAL LLC, RCH MORTGAGE FUND V LLC, AND MICHAEL J. YENTZEN ESQ., AS SUBSTITUTE TRUSTEE APPELLEES/ CROSS-APPELLANTS SUBSTITUTE TRUSTEE
OF JUDGMENT: 06/19/2017
HANCOCK COUNTY CHANCERY COURT HON. SANFORD R. STECKLER TRIAL
ATTORNEYS FOR APPELLANTS: MICHAEL JAMES THOMPSON JR. KEITH
PAUL GAGNON (PRO SE)
ATTORNEY FOR APPELLEES: MICHAEL ANDREW McDONALD
J. WILSON, P.J., McCARTY AND C. WILSON, JJ.
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
Coast Plaza LLC (the "LLC") is a Mississippi
limited liability company that was owned equally by Michael
J. Thompson 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.
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.
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,
On November 29, 2016, Ryan Razook, manager of RCH Mortgage
Fund V LLC, sent the following email to Thompson:
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
*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.
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:
Be advised that your offer is accepted.
Kindly reply to acknowledge your receipt of this acceptance.
Razook, on behalf of RCH, replied to Thompson's email
that same afternoon:
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
7.Confirm status of real estate taxes and [i]nsurance
8.Current and full financial disclosure by borrower and