The opinion of the court was delivered by: SPATT
This lawsuit arises from the claims of the plaintiff, Point Developers, Inc. (the "plaintiff" or "Point Developers") against the original defendant in this lawsuit, the Resolution Trust Corporation ("RTC"), as Receiver for both State Savings, FSB, ("State FSB") and State Savings, FA ("State FA"), based on an alleged breach of a loan agreement. Specifically, Point Developers contends that the RTC breached its obligation to convert short term construction loans into long term financing pursuant to the terms of a loan commitment letter executed by the plaintiff and the RTC's predecessor in interest, State FA. The RTC denies any obligation under the commitment letter.
Presently before the Court is the defendant's motion for summary judgment in its favor pursuant to Fed. R. Civ. P. 56. In support of its motion, the RTC makes two arguments. First, the RTC argues that the language the plaintiff relies on in support of the defendant's alleged obligation to provide the long term financing is so vague as to render it unenforceable. Second, the defendant contends that even if the terms of the commitment letter are sufficiently definite, any obligations contained therein are subsumed by a subsequent loan agreement executed by the plaintiff, which is a fully integrated document making no provision for long term financing. Accordingly, any evidence of an obligation to provide such financing is barred by the parol evidence rule.
The Court notes that on January 17, 1996, subsequent to the RTC's filing its motion for summary judgment, the Federal Deposit Insurance Corporation ("FDIC") has been substituted for the RTC as the defendant pursuant to 12 U.S.C. § 1441a(m)(1). However, in an effort to keep this decision consistent with the parties' motion papers, the Court will continue to refer to the defendant as the RTC.
Point Developers is a New York corporation engaged in the business of residential housing development. State FA was a federally chartered savings and loan association existing under the laws of the United States, and was a federally insured depository institution.
According to the amended complaint and supporting affidavits, on or about May 31, 1989, Point Developers executed a building loan commitment letter ("Commitment Letter") with State FA, in connection with four short-term construction loans for building residential housing in Maspeth, New York. Each loan was for the amount of $ 250,000, to be advanced in stages depending upon the progress of the construction.
The plaintiff alleges that according to the terms of the Commitment Letter, upon satisfactory completion of all the construction, each of the four loans would be converted to a $ 300,000 permanent long-term mortgage loan, payable over a 30 year term. Point Developers bases this allegation on language contained in "Supplemental Form (A)" incorporated in the Commitment letter which reads: "Permanent Loan: $ 300,000 @ prevailing rate plus 1 additional point." On August 31, 1989, Point Developers executed a loan agreement ("Loan Agreement"), creating four mortgages in favor of State FA as mortgagee, and four accompanying promissory notes. The original notes required repayment of the loans by August 31, 1990. According to the plaintiff, the buildings were satisfactorily completed on February 28, 1991 and on that date, Point Developers sought to have the short term construction loans converted to long term mortgages.
The plaintiff further alleges that State FA was amenable to the conversion, when the United States Office of Thrift Supervision declared State FA insolvent on March 21, 1991. On that same day a new bank, State Savings FSB ("State FSB") was chartered. To facilitate the transfer of assets from State FA to State FSB, the RTC was appointed the receiver of State FA, and the conservator of State FSB. All of State FA's assets, including the plaintiff's construction loans, were assigned to State FSB.
Point Developers filed its first complaint on September 3, 1993, and an amended complaint on November 17, 1993, seeking injunctive relief. This Court dismissed the amended complaint on January 21, 1994 for lack of subject matter jurisdiction based on the anti-injunction provisions of the Financial Institutions Reform, Recovery and Enforcement Act ("FIRREA"), see 12 U.S.C. § 1821(d)(2)(A), (B), (E); 12 U.S.C. § 1821(j), reasoning that injunctive relief is not available against the RTC and that the plaintiff's only remedy was for money damages. Familiarity with the Court's earlier decision is presumed.
On November 11, 1994, the plaintiff filed its first amended complaint in a second lawsuit seeking money damages. In this second complaint, Point Developers claims that it would not have entered into the Commitment agreement had State FA not agreed to convert the construction loans to permanent financing. According to the plaintiff, conversion of the loans is necessary because upon completion of construction, the building would not yet have a buyer and the apartments would not be rented. A method of financing repayment over an extended period was required in order to prevent default by the developer. Toward this end, it was State FA's custom and practice to convert construction loans into long-term mortgage financing to accommodate the developer. Point Developers further claims that this policy makes the properties more marketable because they each have a mortgage loan for a purchaser to assume.
A. The summary judgment standard
A court may grant summary judgment "only if the evidence, viewed in the light most favorable to the party opposing the motion, presents no genuine issue of material fact," Terminate Control Corporation v. Horowitz, 28 F.3d 1335, 1352 (2d Cir. 1994) (quoting Cable Science Corp. v. Rochdale Village, Inc., 920 F.2d 147, 151 (2d Cir. 1990)), and the movant is entitled to judgment as a matter of law. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 91 L. Ed. 2d 202, 106 S. Ct. 2505 (1986); see also Fed. R. Civ. P. 56(c). The Court must, however, resolve all ambiguities and draw all reasonable inferences in the light most favorable to the party opposing the motion. See Institute for Shipboard Education v. Cigna Worldwide Insurance Co., 22 F.3d 414, 418 (2d Cir. 1994); Twin Laboratories, Inc. v. Weider Health & Fitness, 900 F.2d 566, 568 (2d Cir. 1990).
Once a party moves for summary judgment, in order to avoid the granting of the motion, the non-movant must come forward with specific facts showing that a genuine issue for trial exists. Western World Ins. Co. v. Stack Oil, Inc., 922 F.2d 118, 121 (2d Cir. 1990) (quoting Fed. R. Civ. P. 56(e)); National Union Fire Ins. Co. v. Turtur, 892 F.2d 199, 203 (2d Cir. 1989). A genuine issue of material fact exists if "a reasonable jury could return a verdict for the nonmoving party." Liberty Lobby, 477 U.S. at 248; Converse v. General Motors Corp., 893 F.2d 513, 514 [2d Cir. 1990]). If there is evidence in the record as to any material fact from which an inference could be drawn in favor of the non-movant, summary judgment is unavailable. Lane v. New York State Electric & Gas Corp., 18 F.3d 172, 176 (2d Cir. 1994); Rattner v. Netburn, 930 F.2d 204 (2d Cir. 1991).
However, mere conclusory allegations, speculation or conjecture will not avail a party resisting summary judgment. Western World, 922 F.2d at 121. Although the non-moving party need not produce evidence in a form that would be admissible at trial in order to avoid summary judgment, Fed. R. Civ. P. 56(c) and (e) provide that the non-moving party cannot rest on the pleadings but must set forth specific facts in the affidavits, depositions, answers to interrogatories, or admissions on file showing there is a genuine issue for trial. Celotex Corp. v. Catrett, 477 U.S. 317, 324, 91 L. Ed. 2d 265, 106 S. Ct. 2548 (1986); United States v. Rem, 38 F.3d 634 (2d Cir. 1994).
Finally, when determining a motion for summary judgment, the Court is charged with the function of "issue finding", not "issue resolution." Gallo v. Prudential Residential Servs. Ltd. Partnership, 22 F.3d 1219, 1224 (2d Cir. 1994); Eye Assocs., P.C. v. ...