The opinion of the court was delivered by: Honorable B. Lynn Winmill Chief U. S. District Judge
MEMORANDUM DECISION AND ORDER
The Court has before it Plaintiffs' Motion for Summary Judgment (Dkt. 9), Defendant's Motion for Partial Summary Judgment (Dkt.17), and Plaintiff's Motion to Allow Late Filing of Affidavit of Gregg Lovell in Support of Plaintiff's Reply Memorandum (Dkt. 19). The Court held oral argument on the motions on January 25, 2011 and now issues the following Memorandum Decision and Order.
This case involves determination of the ownership rights of a fifty-eight percent interest in a defaulted multi-million dollar loan. The loan is secured by a deed of trust on real property located in Blaine County, Idaho. Plaintiffs Anaconda and Portfolio assert that they acquired the rights to the loan interest from Idaho First Bank ("IFB"), the highest bidder at auction for the interest. Defendant Federal Deposit Insurance Corporation ("FDIC") and Intervenor, Stilwyn, Inc., allege that IFB never acquired the interest from FDIC.
In May 2007, First Bank of Idaho ("FBI") made a loan to Stilwyn in the principal amount of $9.5 million dollars. The loan was evidenced by a promissory note dated May 7, 2007. Kantor Aff. ¶ 4, Dkt. 9-3; Williamson Aff. ¶ 4, Dkt. 11-1. The loan was secured by a construction deed of trust dated May 17, 2007, benefitting FBI and encumbering real property located in Blaine County, Idaho. The deed was recorded on May 18, 2007 in Blaine County. Lovell Aff. ¶ 2, Dkt. 9-8; Kantor Aff. ¶ 4, Dkt. 9-3; Williamson Aff. ¶ 5, Dkt. 11-1. At that time, Farmers National Bank acquired a forty-two percent interest in the Stilwyn loan through a loan participation agreement. FBI retained a fifty-eight percent interest. Kantor Aff. ¶ 5, Dkt. 9-3; Williamson Aff. ¶ 6, Dkt. 11-1.
On April 29, 2009, FDIC was appointed receiver for FBI. As receiver, FDIC took control of the assets of the failed institution, including FBI's interest in the Stilwyn loan and the real property. Barhoover Aff. ¶ 2, Dkt. 11-2. FDIC placed FBI's interest in the Stilwyn loan up for auction on September 29, 2009. Lovell Aff. ¶ 3, Dkt. 9-8; Barhoover Aff. ¶ 3, Dkt. 11-2. IFB submitted the highest bid at auction for the Stilwyn loan interest, and was awarded the right to purchase the loan interest. Lovell Aff. ¶ 3, Dkt. 9-8;
Barhoover Aff. ¶ 5, Dkt. 11-2. The closing date on the contract between IFB and FDIC for purchase of the Stilwyn loan interest was October 22, 2009.
After the auction, IFB wired $1.6 million to DebtX, an agent of FDIC, to distribute to FDIC upon closing of the Stilwyn loan. The amount was held in escrow pending delivery of the Note, Bill of Sale and original Assignment and Assumption Agreement.
On October 7, 2009, IFB and Plaintiff Anaconda Investments, LLC entered into a loan purchase agreement. Under that agreement, IFB agreed to sell the Stilwyn loan interest to Anaconda for 105% of its purchase price.
After the auction, FDIC learned that IFB violated the terms of the auction by entering into the pre-arranged sale of the loan interest to Anaconda. On October 27, 2009, FDIC notified IFB that due to the breach of the sales agreement and bid package, FDIC would not close on the sale of the Stilwyn loan interest.
IFB and FDIC agreed to rescind the loan sale agreement and the assignment. FDIC never indorsed or delivered the Note, Bill of Sale, Deed of Trust, or original Assignment to IFB. The assignment was never recorded in the Blaine County records. The original documents remained in FDIC's posession. On November 16, 2009, FDIC instructed DebtX to release and return all IFB payments held in escrow and DebtX wired all funds back to IFB.
On October 25, 2009, Anaconda and IFB entered into an assignment supposedly transferring IFB's interest in the Stilwyn loan to Anaconda. Anaconda paid the purchase price agreed upon by the parties in their October 7, 2009 purchase agreement.
On February 16, 2010, Anaconda transferred its interest in the Stilwyn loan to Plaintiff Portfolio FB-Idaho, LLC. This assignment was recorded in Blaine County, Idaho against the Real Property.
On May 10, 2010, FDIC made a demand upon Plaintiffs Anaconda and Portfolio to release the Portfolio Assignment. Anaconda and Portfolio did not comply.
On July 5, 2010, Anaconda and Portfolio filed a complaint in Idaho state court seeking a declaratory judgment of their rights in the Stilwyn loan and rights to the transfer of the loan documentation. Dkt. 1, Ex. 3. On July 15, 2010, Plaintiffs recorded a Notice of Lis Pendens in Blaine County against the Real Property.
FDIC removed the case to federal court, and asserted counterclaims against Plaintiffs, alleging slander of title and a violation of 12 U.S.C. §1825(b)(2). Dkt. 3. Plaintiffs moved for summary judgment on their claim against Defendant. Dkt. 9. FDIC moved for partial ...