BAC Home Loans Servicing, L.P. v. TX Realty Holdings, L.L.C., et al

Filing

UNPUBLISHED OPINION FILED. [13-20764 Affirmed] Judge: CDK , Judge: EGJ , Judge: CH. Mandate pull date is 11/24/2014; denying motion to dismiss appeal filed by Appellee BAC Home Loans Servicing, L.P. [7598688-2] [13-20764]

Case: 13-20764

Document: 00512823894

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Date Filed: 11/03/2014

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT
No. 13-20764

United States Court of Appeals
Fifth Circuit

FILED
BAC HOME LOANS SERVICING, L.P.,

November 3, 2014

Plaintiff - Appellee

v.

Lyle W. Cayce
Clerk

NANCY GROVES; G.P. MATHERNE,
Defendants - Appellants

Appeals from the United States District Court
for the Southern District of Texas
USDC No. 4:09-CV-2539
Before KING, JOLLY, and HAYNES, Circuit Judges.
PER CURIAM:*
Defendants-Appellants Nancy Groves and Gaynell Paul Matherne
appeal the denial of their Rule 60(b) motion to vacate an agreed judgment. We
AFFIRM.

Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
*

Case: 13-20764

Document: 00512823894

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No. 13-20764
I.
Appellee Bank of America, N.A. (“BOA”) 1 initiated this suit against
Groves and Matherne, as well as other defendants not involved in this appeal,
alleging that Groves and Matherne participated in a conspiracy to defraud
several mortgage lenders. BOA, as a mortgage servicer, brought the suit on
behalf of three trusts (the “Trusts”) which purportedly own the three mortgage
loans (the “Loans”) involved in the alleged scheme.
Groves and Matherne separately moved for summary judgment in the
district court. Matherne argued that BOA lacked standing because the notes
for each of the Loans were not properly conveyed to the Trusts in accordance
with the respective pooling and service agreements (“PSAs”) or New York trust
law. The district court rejected this argument and found BOA had standing.
Trial began on January 14, 2013. During the trial, Matherne, Groves,
and BOA settled the case, and the trial was terminated as to those two
defendants.

The three parties signed a written settlement agreement on

March 26, 2013 (the “Settlement Agreement”). The Settlement Agreement
provided that Groves and Matherne would pay BOA $345,000 by a certain
deadline. If they failed to do so, they agreed to the entry of a judgment for
$500,000 (the “Agreed Judgment”). As part of the Settlement Agreement, the
parties stipulated to several facts, including the fact that the Trusts were the
owners and holders of the Loans at issue. The parties agreed that, should the
Agreed Judgment be entered, it “shall be non-dischargeable in bankruptcy,
cannot be appealed or otherwise challenged in any way and Plaintiff shall have
the immediate right to take any actions it deems necessary to collect any
remaining unpaid amounts.”
BOA’s predecessor was Countrywide Home Loans Servicing, LP (“Countrywide”).
Countrywide changed its name to BAC Home Loans Servicing, LP before merging with BOA
in July 2009.
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Groves and Matherne failed to pay $345,000 by the deadline. Pursuant
to the Settlement Agreement, BOA filed an unopposed motion to enter the
Agreed Judgment. Neither Groves nor Matherne objected to the entry of the
Agreed Judgment.

Accordingly, the district court entered the Agreed

Judgment on October 8, 2013.
After the entry of the Agreed Judgment, Groves and Matherne moved to
vacate the judgment as void under Federal Rule of Civil Procedure 60(b). They
claimed that BOA lacked standing to sue and, therefore, the district court
lacked jurisdiction to enter the Agreed Judgment. More specifically, they
argued that BOA did not show that it had possession of the notes or that the
Trusts on whose behalf it sued owned the Loans at the time BOA filed suit
because they were not transferred to the Trusts in accordance with the PSAs
or New York trust law. 2 Appellants each filed affidavits stating they settled
only because the district court denied their summary judgment motions. The
district court denied the motion to vacate.

Groves and Matherne timely

appealed.
II.
We first address BOA’s motion to dismiss the appeal. BOA contends that
Appellants waived their appeal in the Settlement Agreement and Agreed
Judgment.

Though the court will generally enforce valid appeal waivers,

United States v. Bond, 414 F.3d 542, 546 (5th Cir. 2005), a party cannot waive
Article III standing by agreement, see Rohm & Hass Tex., Inc. v. Ortiz Bros.
Insulation, Inc., 32 F.3d 205, 207 (5th Cir. 1994) (“Article III standing
implicates the federal judiciary’s power to adjudicate disputes; it can be neither

Appellants also argued in the motion that the Settlement Agreement contained
“mistakes or misrepresentations” by stating that the Trusts owned and held the Loans.
Appellants do not make this argument on appeal and do not argue that the Settlement
Agreement was the result of fraud or mistake.
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waived nor assumed.”); cf. FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 231
(1990) (“Every federal appellate court has a special obligation to satisfy itself
not only of its own jurisdiction, but also that of the lower courts in a cause
under review, even though the parties are prepared to concede it.” (quotation
marks and alterations omitted)). Thus, we must examine the standing issue;
to the extent that Groves and Matherne’s appeal reaches any other issue, we
agree that such an appeal is waived.
III.
Turning to the question of whether BOA had standing to file the
underlying lawsuit, we note that our review of all questions of subject matter
jurisdiction, including standing, is de novo. Ctr. for Individual Freedom v.
Carmouche, 449 F.3d 655, 659 (5th Cir. 2006). Article III standing has three
elements: (1) injury in fact; (2) traceability; and (3) redressability. Croft v.
Governor of Tex., 562 F.3d 735, 745 (5th Cir. 2009) (citing Lujan v. Defenders
of Wildlife, 504 U.S. 555, 560–61 (1992)). The plaintiff bears the burden of
establishing that subject matter jurisdiction exists. See Lujan, 504 U.S. at 561.
Groves and Matherne challenge BOA’s ability to demonstrate an injury
in fact. Specifically, they argue that neither BOA nor the Trusts were the
owners or holders of the notes and thus BOA does not have a “personal stake
in the outcome” of the litigation. City of Los Angeles v. Lyons, 461 U.S. 95, 101
(1983). However, Groves and Matherne conceded in the Settlement Agreement
that the Trusts owned and held the Loans at issue in the case and that BOA
acted as the servicer for the Trusts.
As a general matter, parties may stipulate to facts but not legal
conclusions. See Marden v. Int’l Ass’n of Machinists and Aerospace Workers,
576 F.2d 576, 580 (5th Cir. 1978). That is exactly what happened here. Groves
and Matherne conceded facts that establish BOA’s status; thus, the district
court appropriately reached the resulting legal conclusion that BOA has
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standing. In re Deepwater Horizon, 753 F.3d 509, 515 (5th Cir. 2014) (“[The
Settlement Agreement] can be analogized to a stipulation at trial. If parties
stipulate to an element of a claim, no proof at trial will be needed.”); cf. Regents
of Univ. of Calif. v. Bakke, 438 U.S. 265, 280 n.14 (1978) (finding that the
university conceded the redressability element when it conceded that it could
not carry its burden to show that plaintiff would not have been admitted even
in the absence of an affirmative action program).
In settling the lawsuit, Appellants agreed to the facts that allow us to
find that standing exists in this case. That they have subsequently changed
their position is not reason to vacate the Agreed Judgment. Accordingly, we
DENY BOA’s motion to dismiss as to the standing question and AFFIRM the
order of the district court.

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