Midwestern Cattle Mkt v. Legend Bank

Case: 20-10663 Document: 00515893458 Page: 1 Date Filed: 06/09/2021
United States Court of Appeals
for the Fifth Circuit United States Court of Appeals
Fifth Circuit
FILED
June 9, 2021
No. 20-10663
Lyle W. Cayce
Clerk
Midwestern Cattle Marketing, L.L.C.,
Plaintiff–Appellant,
versus
Legend Bank, N.A.,
Defendant–Appellee.
Appeal from the United States District Court
for the Northern District of Texas
USDC No. 4:17-CV-375
Before Smith and Ho, Circuit Judges, and Barker, District Judge.*
J. Campbell Barker, District Judge.
This case returns to us after our decision affirming in part and
reversing and remanding in part. Midwestern Cattle Mktg., L.L.C. v. Legend
Bank, N.A., 800 F. App’x 239, 251 (5th Cir. 2020). We assume familiarity
with the description of the case there. Id. at 241–44. On remand, the district
court conducted further proceedings and entered summary judgment against
Midwestern. Midwestern now appeals, asserting two errors. We affirm.
*
U.S. District Judge for the Eastern District of Texas, sitting by designation.
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No. 20-10663
A summary judgment is reviewed de novo, Petro Harvester Operating
Co. v. Keith, 954 F.3d 686, 691 (5th Cir. 2020), while a district court’s
invocation of equitable defenses, like unclean hands, is reviewed for abuse of
discretion, Midwestern Cattle Mktg., 800 F. App’x at 245. See also In re
Coastal Plains, Inc., 179 F.3d 197, 205 (5th Cir. 1999) (recognizing the abuse-
of-discretion standard of review for other equitable doctrines).
1. Midwestern first asserts error in the district court’s conclusion that
our decision “remanded only plaintiff’s claim for money had and received
and not a separate unjust enrichment claim (as [Midwestern Cattle]
represents).” Contrary to Midwestern’s argument that we also remanded a
separate claim of unjust enrichment, our opinion expressly stated that we
“only reinstate [Midwestern Cattle’s] money had and received claim.”
Midwestern Cattle Mktg., 800 F. App’x at 251. Likewise, our decretal
language reversed as to only one claim and one remedy, not also a second,
separate claim. Id. (“For the foregoing reasons, we REVERSE the district
court’s summary judgment order dismissing [Midwestern Cattle’s] claim for
money had and received and rejecting [Midwestern Cattle’s] request for
imposition of a constructive trust.”).
Indeed, our opinion expressly distinguished the conceptual “theory”
of unjust enrichment from an “independent claim” under Texas law for
money had and received. Id. at 245 n.14 (treating a money-had-and-received
claim as itself being a recovery “on an unjust enrichment theory”). That view
aligns with Texas state courts’ understanding that unjust enrichment
describes the nature of certain claims and remedies, not a distinct cause of
action itself. See Argyle Indep. Sch. Dist. ex rel. Bd. of Trs. v. Wolf, 234 S.W.3d
229, 246 (Tex. App. 2007) (“Unjust enrichment, itself, is not an
independent cause of action . . . .”); Mowbray v. Avery, 76 S.W.3d 663, 679
(Tex. App. 2002). Other federal courts applying Texas law agree. See
Villareal v. First Presidio Bank, 283 F. Supp. 3d 548, 553 n.5 (W.D. Tex.
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2017); Hancock v. Chi. Title Ins. Co., 635 F. Supp. 2d 539, 560 (N.D. Tex.
2009) (collecting cases).
Our opinion did once refer to Midwestern’s “claims,” plural, for
money had and received and unjust enrichment. Midwestern Cattle Mktg., 800
F. App’x at 247. But that language appears to have just echoed Midwestern’s
own pleading convention; Midwestern styled several remedial theories as
discrete counts in its complaint. Id. at 244 (noting Midwestern’s pleading of
unjust enrichment as Count Three, exemplary damages as Count Twelve,
and attorney’s fees as Count Thirteen). Our language reflecting that pleading
choice did not sub silentio endorse unjust enrichment as an independent cause
of action. Midwestern’s argument about the section headings in our opinion
has even less force, for the section headings indisputably included remedial
theories such as a constructive trust. Id. at 247.
Because we did not remand an independent unjust-enrichment claim,
Midwestern’s argument about the treatment of such a claim on remand—
that the district court supposedly granted summary judgment on that claim
without notice—is unpersuasive.
2. Midwestern also finds fault in the district court’s disposition of the
money-had-and-received claim that we did remand. We perceive no error.
First, Midwestern argues that its Seventh Amendment right to a trial
by jury for actions at common law bars summary judgment on this claim
because money had and received is an action at law. But even for actions at
law, the Supreme Court has long held that “summary judgment does not
violate the Seventh Amendment.” Parklane Hosiery Co. v. Shore, 439 U.S.
322, 336 (1979) (citing Fid. & Deposit Co. of Md. v. United States, 187 U.S. 315,
319–21 (1902)).
Second, Midwestern disputes the district court’s weighing of certain
facts in determining that the unclean-hands defense bars relief on the money-
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had-and-received claim. Midwestern argues that its own acts amounted to
negligence at most, that the district court gave too much weight to Legend’s
detrimental reliance on Midwestern’s conduct, and that the district court did
not give enough weight to Legend’s disregard of internal warnings. That
argument focuses on how the district court weighed the equities, not the
existence of disputed facts. When asked at oral argument to identify any
disputed factual issue on the defense, Midwestern identified none,
responding that the open issues were “the balancing of the equities.” Oral
Argument Recording at 39:28–40:00.
Our decision in the first appeal held that, when considering summary
judgment on an unclean-hands defense, a district court should weigh the
equities by “balancing plaintiff’s errors of omission or commission against
the defendant’s unjust acts.” Midwestern Cattle Mktg., 800 F. App’x at 246
(cleaned up). The district court did so on remand. It found that Midwestern’s
own conduct—giving Tony Lyon, a convicted felon, access to its checkbook
and signature stamp—contributed to its misfortune. The court also noted
that Midwestern’s conduct caused Legend to believe that its checks
deposited to the Lyons’ account were authorized and would be honored,
leading Legend to extend credit to the Lyons. By contrast, after thoroughly
analyzing Legend’s conduct with respect to the sums of money at issue, the
district court found that Legend did not act unjustly. We find no reversible
error in the district court’s attentive weighing of those considerations and
grant of summary judgment on the unclean-hands defense.
* * *
For the reasons set forth above, the judgment of the district court is
AFFIRMED.
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