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Maniatis v. SLF IV - 114 Assemblage, L.P.

Court of Appeals of Texas, Sixth District, Texarkana

April 11, 2019

SLF IV - 114 ASSEMBLAGE, L.P., Appellee

          Submitted: March 7, 2019

          On Appeal from the 362nd District Court Denton County, Texas Trial Court No. 17-5046-362

          Before Morriss, C.J., Burgess and Stevens, JJ.



         David P. Maniatis appeals a final summary judgment that quashed his notice of lis pendens and quieted title in a 382.4384-acre tract of land adjacent to and north of State Highway 114 in Denton County, Texas (the Property), in favor of SLF IV-114 Assemblage, L.P. (SLF).[1] Because Maniatis admits (1) that he had no interest in the Property and (2) that SLF purchased and acquired title to the Property, we affirm the trial court's judgment.

         I. Factual Background

         In 2007, Maniatis, as president of Eladio Properties, LLLP (Eladio), and Aperion Communities, LLLP (Aperion), secured $10, 030, 000.00 in loans from third-party lenders, IMH Special Assent NT 168, LLC, and IMH Special Assent NT 161, LLC (collectively the Lenders). See IMH Special Asset NT 168, LLC v. Aperion Cmtys., LLLP, Nos. 1 CA-CV 13-0131, 1 CA-CV 14-0432, 1 CA-CV 15-0182, 1 CA-CV 15-0413, 1 CA-CV 15-0474, 1 CA-CV 15-0475, 1 CA-CV 15-0514, 1 CA-CV 15-01615, 2016 WL 7439001, at *1 (Ariz.Ct.App. Dec. 27, 2016, pets. denied) (mem. decision). In doing so, Maniatis executed a promissory note secured by a deed of trust on real property in Texas and personally guaranteed payment under the note. On default, the Lenders instituted trustee's sales of the various Texas properties not at issue here (Trust Properties) and sued in the Arizona Superior Court in Maricopa County (Arizona Court) to obtain a deficiency judgment against Aperion, Eladio, and Maniatis, individually, among others. Id. In 2012, the Arizona Court entered summary judgment for the Lenders, issued a finding on the fair-market value of the foreclosed trust properties, determined the amount of the deficiency as a matter of law, and rendered a deficiency judgment totaling $6, 449, 026.06. Id. at *2-3.

         The Property at issue in this case was acquired by SLF as a result of post-judgment collection proceedings. During that time, the Arizona Court appointed Keith Bierman as post-judgment receiver to take possession and control of property "owned or controlled in whole or in part by Mr. Maniatis" in satisfaction of the Arizona judgment. Maniatis owned and controlled Seagoville Investments, LLLP (Seagoville), and Drooy Properties, LLLP (Drooy). Bierman and the Lenders filed a joint motion designed to package several parcels of land comprising the Property into one large sales transaction to obtain a higher price for the Property. First, they moved the Arizona Court to authorize Bierman to consummate the sale of lands owned by Seagoville to The Equitable Real Estate Company, LLC, (Equitable), a company owned by John Vatisas, because Equitable had independently agreed to sell the property to one of the Lenders. Second, the motion asked the Arizona Court to approve Bierman's exercise of an option agreement between Drooy and Colt Communications, LLC, to purchase land so it could be included in the sale of the Property. Third, the motion asked the Arizona Court to allow Bierman to act on behalf of Seagoville and Drooy.

         In separate orders entered on February 3 and 4, 2014, the Arizona Court granted the motion in its entirety, approved the proposed Seagoville sale and Drooy purchase free and clear of Maniatis' claims, authorized Bierman to act on behalf of Seagoville and Drooy to consummate the transactions, and also authorized him to sell Texas land owned by Drooy and Seagoville without further order from the Arizona Court.[2] As a result, as to land comprising the Property, (1)Equitable acquired and sold to Lenders' related entity, IMH TX 309 LLC, a 310.43-acre parcel, (2)Drooy exercised its option over a 31.01-acre and 30.00-acre tract, and (3) Seagoville conveyed to the Lenders' related entity, IMH EQ Two LLC, a .0944-acre, a 5.814-acre, and a 6.090-acre tract of land.

         On May 22, 2014, Bierman and the Lenders consummated a separate sale of the property to SLF. On that date, SLF obtained warranty deeds from (1) IMH TX 309 LLC for 310.46 acres, (2) Drooy for 61.01-acres of the Property, and (3) IMH EQ Two LLC for 11.9984 acres.

         The Arizona Court's judgment was appealed. In 2016, the appellate court determined that, while the Arizona Court correctly entered summary judgment for Lenders on the fact of default, the Lenders were not entitled to summary judgment on their claimed default balances because there was a genuine issue of material fact as to whether the Lenders had waived late fees and default interest. Id. at *1. As a result, the appellate court vacated the deficiency judgment and remanded the case to the Arizona Court for further proceedings on the amount of deficiency owed. Id. In doing so, it noted that, "even if the lenders do not prove their claimed deficiency balances upon remand, substantial deficiency balances will still exist even under [Aperion, Eladio, and Maniatis'] version of the facts," and "the lenders' judgment-collection efforts must be considered as they apply to those undisputed amounts." Id. at *6.

         On March 9, 2017, Maniatis filed a notice of lis pendens on the Property. The notice listed the remanded Arizona Court case and asserted that Bierman's right to take control of and sell the Property was "one of the issues to be determined in the case." SLF sued Maniatis to quash the notice of lis pendens and quiet title in its favor, among other things.[3] After determining that Maniatis never had any ownership interest in the Property, SLF moved for summary judgment, attaching the deeds showing its ownership rights.

         While the summary judgment was pending, SLF also sought to intervene in the Arizona Court case. In denying SLF's petition in intervention, the Arizona Court determined, "[T]here is no action pending before this Court that might be disposed of in a manner that impairs or impedes an interest held by SLF." While the Arizona Court acknowledged that "SLF is a third-party that purchased certain real property, in Texas, in a transaction governed by [the Arizona] Court's Receivership related Orders," it found that "the receivership orders were not the subject of the appeal or addressed by the Court of Appeals in the Memorandum Decision."

         After SLF supplemented its summary judgment evidence with the Arizona Court's ruling, Maniatis, purporting to be an authorized agent of Drooy, Seagoville, and Equitable (collectively the Intervenors), filed a notice of lis pendens on the Property and a petition in intervention for trespass to try title and slander of title, among other claims. SLF argued that Maniatis' interest in the Intervenors was sold to IMH Financial ...

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