A.M. Samara v. Thomas Keith Taylor

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[PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 20-14629
____________________
A.M. SAMARA,
Plaintiff-Appellant,
versus
THOMAS KEITH TAYLOR,
Defendant-Appellee.
____________________
Appeal from the United States District Court
for the Northern District of Alabama
D.C. Docket No. 4:19-cv-00575-CLM
____________________
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2 Opinion of the Court 20-14629
Before ROSENBAUM and JILL PRYOR, Circuit Judges, and ALTMAN,*
District Judge.
ALTMAN, District Judge:
Our story begins in 1996, when the Republic of Yemen de-
cided not to buy some wheat from our appellant, A.M. Samara, and
his then-business-associate, Roy Davis. In this latest installment of
a litigation that has dragged—on and off—for more than twenty
years, Samara has sued Davis’s son-in-law, Thomas Taylor (our ap-
pellee), over 107 acres of land that (Samara says) should have been
included in a mortgage Davis signed over to him in 2012. That
mortgage was the major part of a settlement agreement between
Davis and Samara and was handed over as a way of compensating
Samara for his share of the repudiated wheat deal’s lost profits.
The parties agree that those 107 acres—known as “Parcel
A”—were not part of the mortgaged property. But they disagree
about why. Samara thinks that Parcel A should have been a part of
the mortgage and that it was left out because of fraud or mistake.
Taylor, for his part, maintains that Parcel A was never a part of the
deal and that the mortgage accurately reflects the parties’ agree-
ment.
* The Honorable Roy K. Altman, United States District Judge for the Southern
District of Florida, sitting by designation.
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21-10745 Opinion of the Court 3
Based on this disagreement, Samara sued Taylor in the
Northern District of Alabama, asserting a claim for reformation.
The district court granted Taylor’s motion for judgment on the
pleadings, denied Samara’s motion for summary judgment, and
(later) denied Samara’s motion to alter or amend the judgment. In
doing so, the court held both that Samara’s claim was time barred
and that Samara failed to offer clear and convincing evidence of
fraud or mistake. After careful review, we affirm.
BACKGROUND
I. The Business Deal
This case began with a business deal gone wrong.1 In the
1990s, the Republic of Yemen agreed to buy wheat from a joint
venture between Strickland & Davis International, Inc. (owned by
Davis, our appellee’s father-in-law), and Samara Consultant Group
(owned by our appellant). Samara contends that he and Davis
agreed to share the profits of that wheat sale 50/50. Unfortunately,
Yemen defaulted on the contract.
After Yemen’s default, Davis and Yemen arbitrated their
contract dispute here in the United States. On June 5, 1998, an ar-
bitrator awarded Davis’s company $17,310,000 in damages. Six
1 We take judicial notice of the lengthy litigation history that led to this ap-
peal—including the pleadings, records, and judgments that appear on the dis-
trict court’s docket. See United States v. Rey, 811 F.2d 1453, 1457 n.5 (11th Cir.
1987) (“A court may take judicial notice of its own records and the records of
inferior courts.”).
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4 Opinion of the Court 20-14629
months later, Davis’s company filed an action in federal court to
enforce the arbitration award, and the district court entered judg-
ment in favor of Davis’s company and against Yemen in the
amount of $27,150,315.53 (which included the original arbitration
award plus pre- and post-judgment interest).
Shortly after the court entered its judgment, Davis’s com-
pany and the Republic of Yemen settled their dispute for
$16,325,000. Davis forwarded $1,000,000.00 of the settlement pro-
ceeds to Samara. According to Samara, Davis made no other pay-
ments to him.
II. The Dispute Between Davis and Samara
In March 2002, Samara (and his company) sued Davis (and
his company) in the Northern District of Alabama to recover half
of the settlement proceeds Davis had received from Yemen. The
case went to a jury trial in April 2004, where the jury returned a
verdict against Davis’s company (S & Davis) 2 and in Samara’s fa-
vor. The court separately granted Davis’s individual motion for
judgment as a matter of law and terminated him from the case. The
district court entered an interlocutory judgment of $1,075,851.37,
pending its resolution of the interest amount.
A flurry of motions followed: Samara sought an accounting
of all funds flowing from the settlement, additur, pre-judgment
2 S & Davis is the “doing business as” name for Strickland & Davis Interna-
tional, Inc.—the original party to the joint venture.
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21-10745 Opinion of the Court 5
interest, a constructive trust, and so on. The district court imposed
a constructive trust against Davis’s two companies (Strickland &
Davis and DISC) pending the magistrate judge’s report and recom-
mendation on Samara’s motions. 3 The magistrate judge ultimately
recommended that Samara’s motions (for an accounting and for
imposition of a constructive trust) be granted, and the court
adopted this recommendation over the defendants’ objections. In
the R&R, the magistrate judge explained why it felt that Davis (in-
dividually) and DISC should be subject to the constructive trust
when they hadn’t been found liable at trial:
There is no fact dispute necessitating a trial, jury or
non-jury, that Davis was the president and sole share-
holder in S. & Davis, and that he controlled both S. &
Davis and DISC Corporation. There is no dispute that
the settlement proceeds were paid to S. & Davis, and
there is no apparent dispute that S. & Davis’s net,
pretax proceeds were paid over to DISC Corporation.
Under the Alabama authority cited above, the volun-
tary donation of the proceeds to DISC Corporation
constituted a fraudulent conveyance as to S. &
3 DISC was not a defendant in the case, but the court noted in its order that
“[c]ounsel for Defendant stated at a recent hearing before Judge Putnam that
the settlement money was being held by Strickland & Davis International
Disc, Inc. Therefore, the Court imposes a constructive trust on said money or
assets in the amount of the interlocutory judgment.” Order, Samara Consult-
ant Grp. v. S & Davis Int’l Inc., No. 02-cv-00707 (N.D. Ala. June 22, 2004), ECF
No. 174 at 1.
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6 Opinion of the Court 20-14629
Davis’s creditors, including plaintiff, regardless of
whether there was any intent to defraud or even
whether DISC Corporation was on notice of S. & Da-
vis’s debt to plaintiff.
And so, Davis was back on the hook for Samara’s share of the set-
tlement proceeds—despite having prevailed at trial.
In September 2004, the district court entered final judgment
for Samara in the amount of $1,264,125.47, certified the judgment
under Rule 54(b), and reserved authority to enter further orders
regarding the constructive trusts and other related issues. Soon af-
ter, Samara moved for an order enforcing the constructive trust—
specifically, for an order requiring Davis and one of his entities to
pay the judgment. The district court granted that motion and en-
tered an amended final judgment4 that enforced the constructive
trust as to Davis individually and that directed Davis to pay the full
amount of the judgment to the clerk of court within seven days.
The order also described how the constructive trust would work:
Based on the affidavit of Roy Davis and the represen-
tations previously made to the Court, the Court
hereby enforces the constructive trust. Roy Davis, in-
dividually, is ordered to pay the amount of judgment
to the Clerk of the Court within seven (7) days. Until
4 In the Amended Judgment, the court also adjusted its calculation of the out-
standing prejudgment interest and, as a result, altered the total judgment
amount to $1,258,747.57.
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21-10745 Opinion of the Court 7
said money is paid to the Clerk of the Court, Roy Da-
vis, Strickland Davis International and Strickland and
Davis International DISC Corporation are ordered to
refrain from disposing or transferring any money or
assets to other persons or entities other than ordinary
expenses without the express permission of this
Court. When the full amount of judgment is paid into
the Clerk’s Office, the constructive trust will be dis-
solved pending further orders of this Court. In the
event that any Defendant in this case appeals the
judgment in this case, or any aspect of the judgment
including the constructive trust, Roy Davis shall pay
to the Clerk of the Court an additional amount equal
to 10% of the judgment as surety for interest occur-
ring during the appeal. The payment of the judgment,
plus the 10% of judgment, to the Clerk’s Office will
be a sufficient appeal bond to stay recovery of the
judgment.
(emphasis added).
Davis immediately moved to amend the judgment. He
claimed that he did “not have liquid assets sufficient to pay the
judgment or obtain a supersedeas bond” and asked for permission
(and more time) “to pledge, mortgage or liquidate assets for the
purpose of securing a supersedeas bond.” Over Samara’s objection,
the district court amended the final judgment again—this time, di-
recting Davis to deposit $250,000 with the court within 10 days and
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8 Opinion of the Court 20-14629
the judgment balance within 30 days. Davis complied and made
the $250,000 deposit on time.
Two weeks later, Davis appealed the final judgment—with-
out posting a surety bond. Instead, he moved for a 45-day extension
because he had not yet been able to secure the necessary funds (the
full judgment plus 10%) to post the bond. Samara, in turn, filed a
motion to hold Davis in contempt for failing to timely pay the judg-
ment balance. A few days later, Davis filed a suggestion of bank-
ruptcy, which derailed the litigation. And so, the parties took a
year-long hiatus from their judgment fight to quarrel in bankruptcy
court.
But, in the first few days of 2006, the bankruptcy court
granted Samara’s motion to dismiss Davis’s bankruptcy petition—
thus disposing of one obstacle to Samara’s collection efforts. A few
weeks later, on February 13, 2006, the parties reached a tentative
agreement regarding the outstanding judgment. They “agreed . . .
to allow Roy Davis to post a mortgage to the Clerk of the Court in
lieu of cash consisting of mortgages on real estate owned by Roy
Davis and Voncile Davis” and told the district court that “Roy Da-
vis is in the process of obtaining appraisals and title opinions on said
real estate.” Samara and Davis filed a joint motion asking the dis-
trict court to enter a proposed order—with the mortgage instru-
ment attached. (Spoiler alert: This is the mortgage at issue here).
On March 1, 2006, the district court entered the parties’ pro-
posed order and attached the mortgage. The court required the
parties to file a joint report within one month, by which time Davis
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21-10745 Opinion of the Court 9
must have either posted the bond or showed cause why the stayed
proceedings should not immediately recommence. Here’s (in rele-
vant part) what the order said about the mortgage:
Roy Davis and Voncile Davis shall deliver to the
Clerk of Court the originally executed mortgage doc-
ument in the form attached to this Order, which
mortgage shall have been filed of record in the Pro-
bate Court of Franklin County, Alabama by Roy Da-
vis before filing.
All proceedings in this matter are hereby STAYED
pending resolution of the appeal by the United States
Court of Appeals for the Eleventh Circuit. Upon the
filing of appraisals satisfactory to the court showing
the property to be of a value of at least one million
five hundred thousand dollars ($1,500,000.00) and ev-
idence that title is held by Roy Davis and Voncile Da-
vis individually as joint tenants, in fee, and that the
property conveyed is not subject to any other encum-
brances, the constructive trust imposed by the court
shall be dissolved, the Motion to Require Return of
Attorney Fees and all motions for contempt filed by
plaintiff shall be dismissed as moot…
The mortgage is conveyed to the Clerk of the Court
in lieu of cash. It is agreed by the parties that by the
conveyance of the mortgage as supersedeas, the
rights of A.M. Samara regarding the constructive
trust shall be the same as if cash had been deposited
with the Clerk.
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10 Opinion of the Court 20-14629
(emphasis added).
We pause our narrative here to note the parties’ agreement
that the mortgage they attached to the proposed order did not con-
tain Parcel A. See Appellant’s Br. at 10 (“When the mortgage was
prepared by [a law firm] for Davis, the following property (107
acres) was omitted from the mortgage[.]”); Appellee’s Br. at 9 (“At-
tached to that Joint Motion was a proposed Order referencing
property held by Roy Davis and Voncile Davis individually as joint
tenants as well as a mortgage executed by Roy Davis and Voncile
Davis that . . . included all property held by Roy Davis and Voncile
Davis individually as joint tenants.”). Crucially, Samara knew that
Parcel A was not “held by Roy Davis and Voncile Davis individu-
ally as joint tenants.” He, in fact, described that parcel in filings be-
fore the district court as “a large piece of property, owned by Von-
cile Davis.”
Back to our overall story. In March 2006, a lawyer filed an
“opinion of title to the lands described in the mortgage from Roy
Davis and wife Voncile Davis.” 5 A few days later, Davis submitted
a status report, asserting that “[t]he original mortgage [and title
opinion] required to be filed with the clerk of court ha[ve] been
delivered to and accepted by the clerk.” On April 6, 2006, Davis
filed an appraisal valuing the land at $1,690,000. In describing the
5 For reasons unknown to us, the lawyer filed this opinion in Samara’s related
action against a different Davis-affiliated entity, rather than in the case involv-
ing Davis individually.
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“[s]cope of the [a]ppraisal,” the appraiser noted that Parcel One had
“an office and warehouse” and that Parcel Two was “a 232.03 acre
farm.” It appears, in other words, that the appraisal included the
disputed Parcel A, even though (as we’ve said) that parcel was ex-
cluded from the mortgage.
Four days after Davis filed the appraisal, the district court
sua sponte dissolved the constructive trust and denied all pending
motions as moot. In its order, the court first repeated the require-
ments it had outlined for the dissolution of the constructive trust,
as set out in the parties’ proposed order: (1) the filing of the mort-
gage, (2) the filing of the title opinion, and (3) the filing of the ap-
praisal. The court then found that Davis had, in fact, satisfied each
of those requirements, including “on April 6, 2006, counsel filed
notice of an appraisal conducted by David S. McFall, which listed
the value of the property described in the mortgage as one million
six hundred ninety thousand dollars ($1,690,000.00).”
But our story doesn’t end there. Six months after the district
court dissolved the constructive trust, we handed down our deci-
sion regarding the propriety of that (now-dissolved) trust. In that
opinion, we expressed concern about “whether appellants [Davis
and DISC Corporation] were afforded a fair opportunity to defend
against the imposition of a constructive trust as the recipient of a
fraudulent or otherwise wrongful transfer.” We were similarly
“concerned that the district court never explained its rationale for
setting aside the previous judgments against appellants.” On those
grounds, we vacated and remanded the district court’s order
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12 Opinion of the Court 20-14629
imposing the constructive trust. We did so without addressing the
fact that the trust had already been dissolved. Since the now-va-
cated order was the only mechanism by which Samara could en-
force the constructive trust against Davis individually, Samara was
right back where he started: with no enforceable judgment in hand.
Over the next year, the motions practice continued—with
little resolution. In January 2008, Davis filed a suggestion of bank-
ruptcy for his company, S & Davis. Samara, in turn, moved to sever
the claims against S & Davis so that his case against Davis (individ-
ually) and DISC could proceed. After a few months of this, the dis-
trict court entered an order (1) staying the case “pending the reso-
lution of the bankruptcy proceedings and any fraudulent transfer
litigation arising out of those proceedings” and (2) asking the par-
ties to “submit briefs . . . addressing whether the mortgage cur-
rently held in the court should be returned.”
In September 2008, Samara’s lawyer filed a response “re-
quest[ing] the Court to maintain the mortgage interest on real es-
tate with the Clerk of the Court.” Samara explained that, in the
bankruptcy case, the plan was for “the Trustee [to] join in the
pleadings of this Court” and to “take possession of [the mortgage]
for the benefit of the creditors.” He added that “[a] release of the
mortgage at this time would interfere with the Trustee’s right to
claim the mortgage as an asset of the debtor’s estate.”
A short while later, Samara filed a sixth amended complaint,
adding new parties and new claims—back to square one. Among
the defendants Samara listed in this latest complaint were Davis, S
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& Davis, DISC, Native American Development LLC (an entity
that, according to Samara, Davis used to fraudulently transfer set-
tlement proceeds), four Davis family members (also accused of
fraudulent transfers), and Christian & Small LLC (Davis’s former
counsel).
Eventually, on November 17, 2010, the district court consid-
ered cross-motions for summary judgment between Davis (on the
one hand) and the Trustee and Samara (on the other). In a long
order, the court found (in relevant part) that Davis had fraudulently
conveyed funds from S & Davis to DISC and then from DISC to
others and granted partial summary judgment for Samara and the
Trustee.
After another tortured year of litigation, on November 2,
2011, the district court ordered that the mortgage be assigned to
the Trustee for Samara’s benefit (he was the only creditor). In that
order, the district court explained what had happened with the
mortgage:
On January 22, 2009, in response to a motion by the
Trustee, the U.S. Bankruptcy Court entered an order
freezing the . . . real estate mortgage that Davis and
his wife, Voncile Davis, executed in the amount of
$1,134,622.33 in favor of the U.S. District Court. . . .
On June 28, 2011, Trustee filed a motion in the U.S.
Bankruptcy Court to compel turnover of the . . . real
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14 Opinion of the Court 20-14629
estate mortgage held by the U.S. District Court as
property of the Bankruptcy Estate.
The court concluded:
The Clerk is hereby AUTHORIZED and DIRECTED
to immediately assign and transfer to the Trustee the
real estate mortgage that Roy Davis and Voncile Da-
vis gave in the amount of $1,134,622.33 in favor of the
U.S. District Court, to be held by the Trustee pending
further Order of the Bankruptcy Court.
The trustee duly complied and assigned the mortgage to Samara.
On December 4, 2012, Samara foreclosed and bought the property
(from himself) for $765,915.
Then, on January 10, 2014, Samara filed a motion to reform
the mortgage. Samara explained:
Plaintiff A. M. Samara moves that the Court reform
the mortgage, given by Roy Davis and wife Voncile
Davis (Ex. A), so as to include the following property
which is owned by Voncile Davis and which was ex-
cluded from the mortgage which Roy and Voncile
Davis gave A. M. Samara to stay judgment and to
avoid contempt proceedings. A. M. Samara has fore-
closed on the property included in the mortgage. Roy
Davis and Voncile Davis still occupy the property.
However, a large piece of property, owned by Von-
cile Davis, included in the Davis’s farm was not
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included in the mortgage. . . . The property owned by
Voncile Davis was listed on the appraisal. The prop-
erty owned by Voncile Davis was omitted from the
mortgage which was prepared by Counsel for Davis.
The farm listed on the appraisal consists of 232.3
acres. The property listed on the mortgage is 110
acres. The property belonging to Voncile Davis was
omitted from the mortgage.
(emphasis added).
Two weeks later, the district court terminated the motion
to reform in a one-page order. “The problem for A.M. Samara,” the
court explained, “is that the case before this court has been closed
since November of 2010.” The court added: “The Motion (Doc.
#555) does not provide the court with sufficient cause to reopen
this case, especially in light of the fact that all of the motions that
were filed in this case in 2013 were administratively terminated in
favor of alternate avenues for relief.” And that was the end of our
story—for a little while.
III. Samara’s Case Against Taylor
On April 15, 2019, Samara filed a new case against Davis’s
son-in-law, Thomas Keith Taylor (our appellee), contending that
Parcel A had been fraudulently transferred to Taylor. Samara called
his complaint a “COMPLAINT TO REFORM MORTGAGE AND
TO TRANSFER TITLE.” In that complaint, Samara cited ALA.
CODE § 35-4-153, which says:
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16 Opinion of the Court 20-14629
When, through fraud, or a mutual mistake of the par-
ties, or a mistake of one party which the other at the
time knew or suspected, a deed, mortgage, or other
conveyance does not truly express the intention of
the parties, it may be revised by a court on the appli-
cation of the party aggrieved so as to express that in-
tention, insofar as this can be done without prejudice
to rights acquired by third persons in good faith and
for value.
ALA. CODE § 35-4-153 (emphasis added).
On September 3, 2019, Samara moved for summary judg-
ment and Taylor moved for judgment on the pleadings. Not two
weeks later, the district court granted Taylor’s motion and denied
Samara’s, reasoning that (1) the statute of limitations for refor-
mation had expired and (2) Samara had not (in any event) suffi-
ciently alleged fraud or mistake to justify reformation.
On September 15, 2020, Samara filed a Rule 59 motion for
reconsideration, which the district court summarily denied. Sa-
mara timely appealed the district court’s orders (1) dismissing the
case and (2) denying his Rule 59 motion. And here we are.
STANDARD OF REVIEW
“We review de novo an order granting judgment on the
pleadings.” Perez v. Wells Fargo N.A., 774 F.3d 1329, 1335 (11th
Cir. 2014). “Judgment on the pleadings is appropriate where there
are no material facts in dispute and the moving party is entitled to
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21-10745 Opinion of the Court 17
judgment as a matter of law.” Cannon v. City of W. Palm Beach,
250 F.3d 1299, 1301 (11th Cir. 2001). “We must accept the facts al-
leged in the complaint as true and view them in the light most fa-
vorable to the nonmoving party.” Id.By contrast, “[w]e review denials of Rule 59(e) motions for
an abuse of discretion.” Stansell v. Revolutionary Armed Forces of
Colom., 771 F.3d 713, 746 (11th Cir. 2014). Rule 59(e) provides that
a “motion to alter or amend a judgment must be filed no later than
28 days after the entry of the judgment.” FED. R. CIV. P. 59(e). “Rule
59(e) allows courts to alter judgments only where there is ‘newly-
discovered evidence or manifest errors of law or fact.’” EEOC v.
St. Joseph’s Hosp., Inc., 842 F.3d 1333, 1349 (11th Cir. 2016) (quot-
ing Arthur v. King, 500 F.3d 1335, 1343 (11th Cir. 2007)). “A Rule
59(e) motion cannot be used to relitigate old matters, raise argu-
ment or present evidence that could have been raised prior to the
entry of judgment.” Arthur, 500 F.3d at 1343 (cleaned up).
DISCUSSION
This appeal raises two questions: The first is whether the
statute of limitations bars Samara’s claim. The second is whether,
if the complaint is timely, Samara states a viable claim for relief.
We answer both questions in Davis’s favor.
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18 Opinion of the Court 20-14629
I. Samara’s Claim is Time Barred
Samara’s claim for reformation is barred by the statute of
limitations. Alabama law provides that “[a]ctions for the recovery
of lands, tenements or hereditaments, or the possession thereof”
must be “commenced within 10 years” from the date on which the
cause of action arises. ALA. CODE § 6-2-33(2); see also Pinto Credit
Union v. Brown, 535 So. 2d 139, 139 (Ala. 1988) (“The ten-year stat-
ute of limitations applicable to actions for the recovery of land ap-
plies as well to an action brought by a judgment creditor, to subject
property to his creditor’s rights.” (cleaned up)). In our case, Davis
executed and delivered the mortgage to the clerk of court in 2006.
But Samara waited thirteen years—until 2019—to file this action.
His claim is therefore untimely.
The Alabama Supreme Court has already concluded that
Section 6-2-33(2) applies to actions to reform mortgages. See Swan
v. Magnusson, 418 So. 2d 844, 846 (Ala. 1982). In Swan, the plaintiff
had obtained a $50,000 judgment against the defendants in a per-
sonal injury case. Id. at 845. The defendants later conveyed certain
land they owned to avoid execution of the judgment. Id. When the
plaintiff brought an action alleging fraudulent transfer, the parties
presented the court with two competing statutes of limitations:
The plaintiff relied on the ten-year statute of limitations for recov-
ery of land, whereas the defendants pointed to the one-year statute
of limitations for fraud. Id. at 846.
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The court concluded that the ten-year limit applied: “In de-
termining which statute of limitations should apply, an examina-
tion of Swan’s complaint readily disclose[d] that § 6-2-33 applies.”
Id. The court observed that the complaint specifically cited a “stat-
utory [provision] affording remedies to creditors.” Id. “The ten-
year statute of limitations applicable to actions for the recovery of
lands applies as well to an action brought by a judgment creditor,
involving a fraudulent conveyance of property by a debtor, to sub-
ject property to his creditor’s rights.” Id.
So too here. In his complaint, Samara specifically block-
quoted from, and cited to, the statutory cause of action for refor-
mation. The Alabama Supreme Court has already said that the ten-
year statute of limitation in § 6-2-33 applies to actions brought un-
der § 35-4-153. Therefore, the ten-year period for reformation ap-
plies to Samara’s claims.
Resisting this result, Samara offers two arguments—both
unavailing. First, he says that the statute of limitations began to run
in 2012 (when the bankruptcy trustee assigned the mortgage to
him), not in 2006 (when Davis filed the mortgage with the clerk of
court). Second, he insists that ours isn’t a reformation case at all;
instead, he now maintains, he’s brought an action to enforce a ju-
dicial decree. We address (and reject) each argument in turn.
First, as a threshold matter, Samara has cited no authority
for the proposition that a cause of action accrues only when the
mortgage is assigned—rather than when it’s filed with the court.
For that reason alone, the argument is waived. See Hamilton v.
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20 Opinion of the Court 20-14629
Southland Christian Sch., Inc., 680 F.3d 1316, 1319 (11th Cir. 2012)
(“A passing reference to an issue in a brief is not enough, and the
failure to make arguments and cite authorities in support of an is-
sue waives it.”).
Waiver aside, though, the argument is meritless. That’s be-
cause Samara’s position is in nagging tension with what the Ala-
bama Supreme Court has said on similar facts. In Scofield v.
Cheatham, 485 So. 2d 722 (Ala. 1986), the court was asked to deter-
mine whether, under § 6-2-33(2)—the same statute of limitations at
issue here—a claim premised on a breach of warranty in a deed
accrued (1) when the deed was executed and delivered to the par-
ents of the plaintiff or (2) when the deed was transferred to the
plaintiff six years later. Id. at 723. The court rejected the plaintiff’s
argument—which Samara restates here—that the claim accrued
“when the breach actually became known to him.” Id. Instead, the
court held, the cause of action accrued “upon execution and deliv-
ery of the deed.” Id. That conclusion is dispositive here: Samara’s
claim—which is based on the defective mortgage—accrued when
the mortgage was executed and delivered to the court for Samara’s
benefit (just like the claim in Scofield accrued when the deed was
delivered to the plaintiff’s parents for the plaintiff’s benefit). The
timing of Samara’s discovery of the error is just irrelevant.
But here’s the thing: Even if Samara’s knowledge were nec-
essary to trigger the statute of limitations, we’d still reject his claim
because he unquestionably knew about the mortgage in 2006. Re-
call that, on March 15, 2006, Davis filed a status report on the
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21-10745 Opinion of the Court 21
district court’s public docket, which explained that “[t]he original
mortgage required to be filed with the clerk of court has been de-
livered to and accepted by the clerk.” A few days later, Samara filed
a response to that status report. More than that, on September 24,
2008—still well within our ten-year window—Samara’s lawyer
filed a motion “request[ing] the Court to maintain the mortgage
interest on real estate with the Clerk of the Court,” so that “the
Trustee [could] join in the pleadings of this Court” and “take pos-
session of [the mortgage] for the benefit of the creditors.” Samara,
in other words, knew all about the mortgage and its contents—as
the papers he filed, which directly referred to that mortgage, make
plain.
Second, Samara contends that his case against Davis isn’t a
reformation action at all, but rather an action to enforce a prior
decree. He thus argues that the applicable statute of limitations is
twenty years, not ten. See ALA. CODE § 6-2-32 (“Within 20 years,
actions upon a judgment or decree of any court of this state, of the
United States, or of any state or territory of the United States must
be commenced.”).
For a few reasons, we reject Samara’s attempt to recharac-
terize his claim. One, as we noted before, Samara (in his complaint)
block-quoted from, and relied on, the statutory cause of action for
reformation. Here’s that passage:
Under Alabama law, when, through fraud, or a mu-
tual mistake of the parties, or a mistake of one party
which the other at the time knew or suspected, a
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22 Opinion of the Court 20-14629
deed, mortgage, or other conveyance does not truly
express the intention of the parties, it may be revised
by a court on the application of the party aggrieved
so as to express that intention, insofar as this can be
done without prejudice to rights acquired by third
persons in good faith and for value. Ala. Code § 35-4-
153.
It would be puzzling, indeed, for Samara to have quoted this lan-
guage if he, in fact, had sought to enforce a judgment rather than
to reform a mortgage. As in Swan, the complaint was clear about
the relief he was seeking—and he’s stuck with those allegations
now.
Two, even if his complaint had sought enforcement, Samara
never tells us which judgment or decree we should be enforcing.
As our factual recitation made clear, the parties have sued each
other several times over the years, and the various judges who
have presided over those trials have entered hundreds of orders.
Since his lawsuit never mentions enforcement, he never actually
told the district court—or us—which of these many orders his com-
plaint hoped to enforce.
Three, even if none of this were true, we still think Samara’s
(alleged) enforcement action would fail. Why? Because there
doesn’t seem to be anything left to enforce—even if we were to
start guessing at Samara’s intentions. Looking back at the original
case docket, we can think of two possible orders Samara might
have wanted to enforce. One said: “Upon the filing of appraisals
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21-10745 Opinion of the Court 23
satisfactory to the court showing the property to be of a value of at
least one million five hundred thousand dollars ($1,500,000.00) . . .
the constructive trust imposed by the court shall be dissolved.”
There’s simply nothing to enforce here. Maybe Samara is suggest-
ing that this order should be enforced by not dissolving the con-
structive trust—presumably because, in his view, the conditions
precedent to the dissolution of that trust haven’t been satisfied. But
remember that we vacated that constructive trust fifteen years ago,
citing serious due-process concerns. We cannot resuscitate a con-
structive trust that’s been dead for fifteen years. And we refuse to
bring back a trust whose dissolution we ordered because of the
due-process problems it had presented.
The second order said: “[C]ounsel filed notice of an appraisal
. . . , which listed the value of the property described in the mort-
gage as one million six hundred ninety thousand dollars
($1,690,000.00). Accordingly, all the conditions set forth in the
March 1, 2006 order have been satisfied. The constructive trust im-
posed on November 17, 2004, and amended on December 6, 2004,
is DISSOLVED.” Again, there’s nothing here for us to enforce. The
district court might’ve been wrong in finding that the conditions
precedent had been satisfied. But that’s an issue with the order—
not its enforcement.
Samara’s claim, in short, is for reformation; the statute of
limitations is ten years; and the clock started ticking way back in
2006. Since Samara didn’t file his complaint until 2019, his claim is
time barred.
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24 Opinion of the Court 20-14629
II. Samara’s Claim for Reformation Fails on the Merits
Because Samara’s reformation claim is time barred, we
needn’t reach its merits. We note here only that, even if we did, the
claim would fail. Alabama law provides, in pertinent part, as fol-
lows:
When, through fraud, or a mutual mistake of the par-
ties, or a mistake of one party which the other at the
time knew or suspected, a deed, mortgage or other
conveyance does not truly express the intention of
the parties, it may be revised by a court on the appli-
cation of the party aggrieved so as to express that in-
tention, insofar as this can be done without prejudice
to rights acquired by third persons in good faith and
for value.
ALA. CODE § 35-4-153. The Alabama Supreme Court has “explained
that reformation of a deed or mortgage pursuant to § 35-4-153 is
appropriate only when there is ‘clear, convincing, and satisfactory’
evidence indicating that the conveyance does not truly express the
parties’ intent.” U.S. Bank Nat’l Ass’n v. Shepherd, 202 So. 3d 302,
309 (Ala. 2015) (quoting Mullinax v. Mullinax, 495 So. 2d 646, 648
(Ala. 1986)).
The district court resolved this question on Taylor’s motion
for judgment on the pleadings. A judgment on the pleadings is ap-
propriate when there are no issues of material fact and the movant
is entitled to judgment as a matter of law. See Perez, 774 F.3d at
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21-10745 Opinion of the Court 25
1335. “A motion for judgment on the pleadings is governed by the
same standard as a motion to dismiss under Rule 12(b)(6).” Car-
bone v. Cable News Network, Inc., 910 F.3d 1345, 1350 (11th Cir.
2018). When ruling on a motion to dismiss under Rule 12(b)(6), we
accept the complaint’s factual allegations as true and construe them
in the light most favorable to the non-movant. See, e.g., Michel v.
NYP Holdings, Inc., 816 F.3d 686, 694 (11th Cir. 2016). To survive
a motion for judgment on the pleadings, then, the factual allega-
tions “must be enough to raise a right to relief above the specula-
tive level”—with “enough facts to state a claim to relief that is plau-
sible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 570
(2007). Under this standard, bare legal conclusions “are not entitled
to the assumption of truth” and are insufficient, standing alone, to
state a claim. Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). Moreover,
“[w]here a complaint pleads facts that are merely consistent with a
defendant’s liability, it stops short of the line between possibility
and plausibility of entitlement to relief.” Id. at 678 (internal quota-
tion marks omitted).
Our question, then, is whether Samara has alleged facts that,
if taken as true, state a plausible claim of fraud or mistake under
Alabama Code § 35-4-153. The district court found that he hadn’t,
and we agree.
In particular, Samara has failed to plausibly allege that the
mortgage doesn’t express the parties’ intentions. He, in fact, did
just the opposite: In his Complaint, Samara quoted (and then de-
scribed) two court orders that referred to the property as
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26 Opinion of the Court 20-14629
“belonging to Roy and Voncile Davis.” Specifically, the Complaint
quoted the district court’s February 15, 2006 order—which, recall,
had required the Davises to file the mortgage and appraisal—this
way: “Roy Davis and Voncile Davis shall deliver to the Clerk of the
Court the originally executed mortgage document . . . and evi-
dence that title is held by Roy Davis and Voncile Davis individually
as joint tenants.” And it cited identical language from the district
court’s April 10, 2006 order, which had acknowledged the filing of
the mortgage and then dissolved the trust.
Because the 107 acres of Parcel A were owned individually
by Voncile Davis, Samara’s own allegations give us good reason to
believe that the land was purposefully excluded from the mort-
gage. Land owned solely by Voncile Davis, after all, is not owned
by Roy and Voncile Davis as joint tenants. In other words, Samara
has failed to offer “clear, convincing, and satisfactory [allegations]
indicating that the conveyance does not truly express the parties’
intent.” U.S. Bank, 202 So. 3d at 309 (internal quotation marks
omitted).
Against all this, Samara advances two arguments—both un-
persuasive.
First, Samara suggests that “fraud and mistake can be im-
plied from the circumstances.” Opening Brief at 16. But, for all the
reasons we’ve given, we disagree that fraud and mistake can be im-
plied on this record in a “clear, convincing, and satisfactory” way,
which is what Alabama law requires. Second, and alternatively, Sa-
mara reiterates that “he seeks to enforce a court order which does
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21-10745 Opinion of the Court 27
not require any showing of fraud or mistake.” Id. We disagree. As
we’ve explained, Samara did not set out to enforce a court order;
he hasn’t pointed us to any such order; and there’s no such order
for us to enforce in any case.
Because we affirm the district court’s ruling on Taylor’s mo-
tion for judgment on the pleadings under the more-exacting de
novo standard of review, our conclusion applies with even greater
force to the court’s denial of Samara’s Rule 59, which we review
only for an abuse of discretion. Suffice it to say here that the district
court did not commit “manifest errors of law or fact” in denying
Samara’s motion for reconsideration. See St. Joseph’s Hosp., 842
F.3d at 1349. And Samara offered no “newly-discovered evidence”
to justify reconsideration. Id. Instead, his motion for reconsidera-
tion was an impermissible attempt “to relitigate old matters, raise
argument or present evidence that could have been raised prior to
the entry of judgment.” Arthur, 500 F.3d at 1343 (cleaned up). So,
we affirm the court’s denial of Samara’s Rule 59 motion as well.
***
There’s an evident incongruity between the appraisal, which
includes Parcel A, and the mortgage, which does not. But we can-
not, years after the statute of limitations has expired, belatedly tidy
up the parties’ work for them. And so, after careful review, we
AFFIRM.