United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
SHIRLEY PADMORE MENS AH UNITED STATES MAGISTRATE JUDGE.
matter is before the Court on Plaintiff CitiMortgage,
Inc.'s (“CMI's”) Motion for
Reconsideration. (Doc. 226). The motion is fully briefed and
ready for disposition. For the reasons stated below, the
motion will be denied.
case involves CMI's claim that Equity Bank, N.A.
(“Equity”) breached its contract with CMI (the
“Agreement”) when Equity failed to repurchase
from CMI twelve residential mortgage loans that CMI had
purchased from Equity. Both parties moved for summary judgment.
In its Memorandum and Order addressing the parties'
motions for summary judgment (the “Partial
Order”), the Court granted summary judgment in favor of
Equity with respect to six of the twelve loans-those six
loans that had been foreclosed on prior to CMI's demand
that Equity repurchase them (the “Liquidated
Loans”). After analyzing the language of the
Agreement, the Court concluded that Equity did not have a
contractual obligation to “repurchase” the
Liquidated Loans. In the instant motion for reconsideration,
CMI contends that conclusion was erroneous.
Federal Rule of Civil Procedure 54(b), an order that
adjudicates fewer than all the claims in an action “may
be revised at any time before the entry of a judgment
adjudicating all the claims and all the parties' rights
and liabilities.” In addition, the Eighth Circuit has
held that a district court has “the inherent power to
reconsider and modify an interlocutory order any time prior
to the entry of judgment” K.C. 1986 Ltd. P'ship
v. Reade Mfg., 472 F.3d 1009, 1017 (8th Cir. 2007)
(internal quotation marks omitted). “Under Rule 54(b),
a district court may, in its discretion, reconsider an
interlocutory order to correct any clearly or manifestly
erroneous findings of fact or conclusions of law.”
Davenport v. Charter Commc'ns, LLC, No.
4:12-CV-00007-AGF, 2013 WL 992328, at *2 (E.D. Mo. Mar. 13,
2013) (internal quotation marks omitted); see also
Bancorp Servs., LLC v. Sun Life Assurance Co. of Canada,
No. 4:00-CV-1073-CEJ, 2011 WL 1599550, at *1 (E.D. Mo. Apr.
27, 2011). However, “[a] motion for reconsideration is
not a vehicle to identify facts or legal arguments that could
have been, but were not, raised at the time the relevant
motion was pending.” Julianello v. K-V Pharm.
Co., 791 F.3d 915, 923 (8th Cir. 2015).
argues that the Court's conclusion that Equity had no
contractual obligation to repurchase the Liquidated Loans was
erroneous for several reasons. Many of CMI's arguments in
support of its motion for reconsideration are arguments that,
albeit reframed, were raised and addressed in the Partial
Order. However, CMI's motion also appears to assert new
arguments regarding this Court's interpretation of key
contract terms such as “Loan” and
“repurchase.” CMI also appears to raise a new
argument regarding the impact of this Court's
interpretation on purpose and function of the contract as a
whole and asserts that Judge Cohen's decision in
CitiMortgage, Inc. v. Royal Pacific Funding Corp.,
No. 4:16-CV-00210-PLC, 2017 WL 3116135, at *8-*9 (E.D. Mo.
July 21, 2017), warrants reconsideration and a reversal of
this Court's decision as to the Liquidated Loans. While I
find that these new arguments warrant consideration, for the
reasons set out below, I find that the Partial Order was not
The Meaning of the Term “Loan”
moving for reconsideration, CMI contends the Court erred by
limiting the definition of “Loan” to a
residential mortgage loan that would cease to exist after
foreclosure. More specifically, CMI argues that, as used in
the Agreement, the term “Loan” encompasses both a
residential mortgage loan before foreclosure, as well as any
rights and obligations that might continue to exist after
that loan has been foreclosed on. See Doc. 226, at
12. CMI argues that the Court's interpretation of the
term “Loan” was narrower than intended by the
parties and was based on a fundamental misunderstanding of
the nature of the term “Loan, ” as used in the
Agreement, and of mortgage principles generally.
Court does not take issue with CMI's position that, in
general, even after a residential mortgage loan has been
foreclosed on, there are rights and obligations that have
value and continue to exist. However, in interpreting the
Agreement, this Court must apply the cardinal rule of
contract interpretation under Missouri law and seek to
determine the parties' intent and give effect to it,
first, by examining the words in the Agreement. See
Chochorowski v. Home Depot U.S.A., 404 S.W.3d 220, 226
(Mo. 2013) (“[T]he primary rule of contract
interpretation is that courts seek to determine the
parties' intent and give effect to it.”).
“The parties' intent is presumed to be expressed by
the plain and ordinary meaning of the language of the
contract. When the language of a contract is clear and
unambiguous, the intent of the parties will be gathered from
the contract alone, and a court will not resort to a
construction where the intent of the parties is expressed in
clear and unambiguous language.” Id. at
226-27. As such, so long as the language in the Agreement is
clear and unambiguous, this Court may not resort to general
mortgage industry principles or other extrinsic evidence to
determine what the parties intended. See Renco Gp., Inc.
v. Certain Underwriters at Lloyd's, London, 362
S.W.3d 472, 477 (Mo.Ct.App. 2012) (“Unless the contract
is ambiguous, the intent of the parties is determined based
on the contract alone, not on extrinsic or parol
Agreement in this case is not ambiguous. As relevant here, a
“Loan” is defined in the Agreement as a
“residential mortgage loan.” Although the
Agreement does not further define the term “residential
mortgage loan, ” the plain and ordinary meaning and use
of the term “mortgage loan” is “[a] loan
secured by a mortgage or deed of trust on real
property.” Black's Law Dictionary (10th ed. 2014).
See also MASTR Asset Backed Secs. Trust v. WMC Mortg.
Corp., 2012 WL 4511065, at *4 (D. Minn. Oct. 1, 2012)
(“As a general proposition, a ‘mortgage loan'
is a ‘loan secured by a mortgage deed of trust on real
property.'”) (quoting Black's Law Dictionary
(9th ed. 2009)).
does not challenge the conclusion in the Partial Order that a
residential mortgage loan, as that term is ordinarily
applied, would cease to exist after foreclosure. Indeed, in
describing the foreclosure process in its brief, CMI tacitly
concedes that, after foreclosure, there is no longer a
mortgage loan in existence, because there is no longer a
“loan secured by a mortgage or deed of trust on real
property.” Instead, the loan secured by a mortgage or
deed of trust on real property has been replaced by something
else-ownership of a piece of real property (or the proceeds
from sale of that property) and a right to collect a
deficiency judgment if there is a deficiency.
parties to the Agreement in this case could certainly have
adopted a more expansive definition of the term
“Loan” to encompass both a residential mortgage
loan and any rights and obligations that continue to exist
following a foreclosure. However, the parties did not do so.
CMI has failed to point to any supportive language ...