Synovus Bank v. Craig R. Sims , 540 F. App'x 905 ( 2013 )

Case: 13-10137 Date Filed: 08/30/2013 Page: 1 of 5
[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
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No. 13-10137
Non-Argument Calendar
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D.C. Docket No. 3:12-cv-00132-RS-EMT
SYNOVUS BANK,
as successor in interest through name change
and merger with Coastal Bank and Trust of Florida,
successor by merger to Bank of Pensacola, f.k.a.
Columbus Bank and Trust Company,
Plaintiff - Appellee,
versus
CRAIG R. SIMS,
DANIEL YANNETT,
Defendants - Appellants,
MARK LYONS, III, et al.,
QUAIL LAKE DEVELOPERS LLC,
Defendants.
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Appeal from the United States District Court
for the Northern District of Florida
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(August 30, 2013)
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Before DUBINA, MARTIN and KRAVITCH, Circuit Judges.
PER CURIAM:
Craig Sims and Daniel Yannette appeal the district court’s grant of summary
judgment in favor of Synovus Bank (Synovus) and the dismissal of their
counterclaims. After thorough review, we affirm.
In 2005, Quail Lake Developers, LLC (Quail Lake) purchased property for
development and, in 2011, executed and delivered a promissory note in
conjunction with a loan on this property to Synovus’s predecessor in interest. Sims
and Yannette guaranteed Quail Lake’s payment on the note. Payment became due
on November 15, 2011, but neither Quail Lake, Sims, nor Yannette paid . Synovus
sued, alleging Quail Lake defaulted on the note and Sims and Yannette breached
their guaranties.
Quail Lake, Sims, and Yannette (collectively, the Defendants) did not
dispute they had not paid the note, but instead asserted two affirmative defenses.
First, they contended that because they had an extensive lending relationship with
Synovus and its predecessors, Synovus had a fiduciary relationship with the
Defendants that estopped it from enforcing the note. Second, the Defendants
argued that the doctrine of unclean hands barred Synovus from enforcing the note
because the parties had previously entered into oral agreements to avoid payment
from becoming due on November 15 and Synovus, having breached those
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agreements, cannot now enforce the note. The Defendants also counterclaimed
against Synovus for fraudulent misrepresentation, negligent misrepresentation, and
breach of agreement in connection with Synovus’s purported agreement to prevent
the note from becoming due on November 15. After discovery, Synovus moved
for summary judgment on its claims and the Defendants’ affirmative defenses, and
requested dismissal of the Defendants’ counterclaims. The district court rendered
summary judgment in Synovus’s favor and dismissed the counterclaims. This is
Sims’s and Yannette’s appeal. 1
We review a district court’s grant of summary judgment de novo, viewing
the facts and making all reasonable inferences in the light most favorable to the
non-moving party. Dolphin LLC v. WCI Cmtys., Inc., 715 F.3d 1243, 1247 (11th
Cir. 2013). “The moving party bears the burden of establishing the absence of a
genuine issue of material fact and that it is entitled to judgment as a matter of law.”
Id. “The non-moving party bears the burden of presenting evidence of each
essential element of his claim, such that a reasonable jury could rule in his favor.”
Id.Sims and Yannette first assert that the district court erred in finding that
Synovus did not have a fiduciary relationship with the Defendants. On appeal, the
only evidence Sims and Yannette cite as establishing a fiduciary relationship is
1
This court has dismissed Quail Lake from this case for want of prosecution.
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Sims’s statement in an affidavit that the Defendants “have had an extensive
lending relationship with [Synovus and its predecessors].” But under Florida law,
a long-standing business relationship, without more, “cannot transform the lender-
borrower relationship into a fiduciary one.” Motorcity of Jacksonville, Ltd. v. Se.
Bank, N.A., 83 F.3d 1317, 1340 n.21 (11th Cir. 1996) (en banc), vacated on other
grounds by Hess v. FDIC, 519 U.S. 1087 (1997), reinstated, 120 F.3d 1140 (11th
Cir. 1997) (en banc). Thus, Sims and Yannette have failed to present evidence
from which a reasonable jury could find this affirmative defense applicable, and
the district court did not err in granting summary judgment to Synovus. See
Dolphin LLC, 715 F.3d at 1247.
Sims and Yannette next contend that the district court erred in rejecting their
unclean hands affirmative defense. Sims and Yannette argue that Synovus is
estopped from recovering on the note and guaranties because “Synovus’s own bad
acts . . . and inactions” caused the acceleration of the note. But beyond this
conclusory allegation, they point to nothing in the record to indicate that Synovus
engaged in “unrighteous, unconscientious, or oppressive conduct” necessary to
trigger the unclean hands doctrine. Tribeca Lending Corp. v. Real Estate Depot,
Inc., 42 So. 3d 258, 262 (Fla. Dist. Ct. App. 2010) (internal quotation marks
omitted); see also Cong. Park Office Condos II, LLC v. First-Citizens Bank &
Trust Co., 105 So. 3d 602, 610 (Fla. Dist. Ct. App. 2013) (“A failure to comply
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with the material terms of a loan document may be a breach of contract, and it may
not be nice, but it does not amount to unclean hands.”). Sims and Yannette
therefore have not met their burden and summary judgment in favor of Synovus
was warranted. See Dolphin LLC, 715 F.3d at 1247.
Finally, Sims and Yannette argue that the district court erred in dismissing
their counterclaims. We review the dismissal of a counterclaim de novo. First
Union Disc. Brokerage Servs., Inc. v. Milos, 997 F.2d 835, 841 (11th Cir. 1993).
The counterclaims allege that Synovus orally agreed to modify the loan agreement
to prevent the principal from becoming due on November 15. Even assuming this
is true, however, the counterclaims fail to state a claim under Florida law, which
provides that “[a] debtor may not maintain an action on a credit agreement unless
the agreement is in writing . . . .” Fla. Stat. § 687.0304(2). Hence, the district
court properly dismissed the Defendants’ counterclaims.
AFFIRMED.
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