United Central Bank v. Maple Court LLC et al

Filing 221

DECISION AND ORDER signed by Judge Lynn Adelman on 5/30/14 granting 211 Motion to Amend/Correct the order for judgment and judgment of foreclosure; denying 212 Motion to Enforce settlement agreement and order conclusion of a short sale. (cc: all counsel) (dm)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF WISCONSIN
UNITED CENTRAL BANK
Plaintiff,
v.

Case No. 10-CV-00464

MAPLE COURT LLC, et al.,
Defendants.

DECISION AND ORDER
In this diversity case, plaintiff United Central Bank (“UCB”) sought to enforce a
promissory note and foreclose on a mortgage on three apartment buildings. UCB named
several defendants, but only three have actively defended this suit. They are Maple Court,
LLC and 2905 Wisconsin, LLC (“the LLCs”), and James Crosbie, the sole member of the
LLCs.1 I granted UCB’s motion for summary judgment and entered final judgment in this
case on October 16, 2013. Defendants did not object to entry of final judgment or appeal.
However, on April 7, 2014, they filed a motion to enforce a settlement agreement that they
claim the parties entered into prior to the entry of final judgment. Around the same time,
UCB filed a motion to correct two errors in the judgment. Both of these motions are before
me now.
I. BACKGROUND
On November 4, 2005, Mutual Bank in Harvey, Illinois made a loan to the LLCs.
This loan was evidenced by a promissory note (“the Note”) in the amount of $3,225,000.

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parties.

Unless otherwise indicated, when I refer to “defendants,” I mean these three

The Note was scheduled to mature on November 4, 2010. The LLCs own three apartment
buildings in Milwaukee located respectively at 2625 and 2635 West Juneau Avenue and
2904 West Wisconsin Avenue. To secure the loan, they executed a Mortgage, Security
Agreement and Fixture Filing (“the Mortgage”) for these properties, an Assignment of
Rents and Leases, and a Security Agreement for all goods acquired for use in connection
with the properties. Crosbie and another defendant, Brendan Sullivan, also executed a
Guaranty promising full and prompt payment of all indebtedness under the Note. In July
2009, regulators closed Mutual Bank, and the Federal Deposit Insurance Corporation
(“FDIC”), as the receiver, sold the Note and related security agreements to UCB. At that
point, the LLCs were behind on their payments, and they subsequently fell even further
behind. As a result, in April 2010, UCB notified the LLCs that they were in default and
commenced this action.
UCB sought to foreclose on the mortgage, collect damages from the LLCs for
breach of the Note and collect damages from Crosbie and Sullivan for breach of the
Guaranty. Defendants filed several counterclaims alleging that UCB had failed to perform
its duties under the Note. After completion of discovery, UCB moved for entry of summary
judgment on its claims and defendants’ counterclaims. I granted its motion on August 27,
2013. I gave UCB 30 days to submit a proposed judgment and gave defendants 15 days
to object to that judgment. UCB filed a proposed judgment and judgment of foreclosure on
September 26, 2013. Defendants did not file any objections, so I entered the judgment.
The judgment states that, as of September 30, 2013, defendants owed plaintiff
$5,917,098.92, and it orders the United States Marshal to sell the apartment buildings at
public auction after the conclusion of a six-month redemption period.
2

In March 2013, while UCB’s motion for summary judgment was still pending, the
parties discussed the possibility of a settlement based on a short sale of the apartment
buildings. In a short sale, a borrower/property owner finds a third party to purchase
property for less than the amount of the loan secured by the property. Generally, the
borrower and the bank will also enter into an accompanying agreement under which the
bank will forgive all or part of the loan in exchange for the sale proceeds. On March 21,
defendants’ counsel sent UCB a Letter of Intent signed by Michael Scully, a representative
of third-party Mad River Holdings, Inc. (“MRHI”), offering to purchase the apartment
buildings for $850,000 with a closing date no later than May 31, 2013. Defendants’ counsel
also provided UCB with financial documentation proving that MRHI had sufficient funds to
purchase the properties at this price. On June 4, 2013, defendants’ counsel asked UCB
if it needed anything else to complete the settlement. UCB informed defendants that they
would need to submit a written settlement agreement for approval by UCB’s loan
committee and board. UCB asked that the settlement “be structured as a short sale, with
a full release of all claims in the litigation.” (Mot. to Enforce Settlement Agreement, Ex. D,
ECF No. 212-6.)
On June 6, 2013, defendants’ counsel emailed UCB a draft settlement agreement.2
In response, UCB notified them that there were several problems with the text of the
proposed agreement and that defendants needed to attach a copy of the real estate

2

Defendants claim UCB sent them a draft settlement agreement first, but they have
not submitted a copy of this document to the court. All they submit is an email from UCB’s
counsel on June 4, 2013 stating, “Attached is the form settlement agreement that I usually
use.” (Mot. to Enforce, Ex. E, ECF No. 212-7.) From this email all I can conclude is that
UCB sent defendants a form that they could use to create a draft agreement.
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contract for the proposed short sale. UCB offered to help defendants out by revising the
text of the agreement. It also notified defendants that Crosbie and Sullivan would need to
sit for debtor’s examinations if they wanted UCB to release them from their obligations
under the Guaranty.
On June 17, 2013, defendants’ counsel asked UCB to send him the real estate
documents necessary to complete the short sale because defendants wanted to close the
deal by June 28. UCB replied that it could not prepare the contract for the short sale
because it did not represent either the seller (the LLCs) or the buyer (MRHI). It then
described how the short sale would work and what UCB’s role would be in it:
“The settlement agreement will essentially stipulate that the bank (as first lien holder
and mortgagee) will consent to the short sale of the property, provided that certain
deal terms are met (namely, purchase price and 100% net proceeds being delivered
to them). Other than that, the bank will monitor the transaction and agree to provide
a release of its mortgage on the property upon receipt of 100% net sales proceeds.
This is the structure of just about all short sales.”
(Mot. to Enforce, Ex. H, ECF No. 212-10.) On June 20, 2013, UCB emailed defendants a
draft settlement agreement and an arms length transaction affidavit for the LLCs and MRHI
to sign. The draft settlement agreement stated that UCB would release its mortgage and
dismiss its claims against the LLCs upon receipt of the proceeds from the short sale, but
it did not release Crosbie and Sullivan from their obligations as guarantors of the Note.
UCB did not sign the settlement agreement, and it asked how defendants were progressing
with “a formal contract with respect to the sale of the property.” (Id.)
Defendants’ counsel, who also represents MRHI and Scully, responded the same
day with a letter stating, “The offer to settle the action and purchase the property was
premised on a close of no later than May 31. Please advise on the close date so we can
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determine whether a settlement is still possible.”3 (UCB’s Br. in Opp., Ex. 1, 2, ECF No.
218-1. 218-2.) The letter also included a list of repairs that defendants demanded UCB
make to each property before closing. UCB stated that defendants were the only ones with
the power to set a closing date, and it refused to pay for any repairs to the properties.
On July 2, 2013, defendants’ counsel asked UCB if it would be willing to do a note
sale instead of a short sale.4 A note sale occurs when a third party purchases a loan
package consisting of a promissory note and the accompanying security agreements.
Defendants asked if UCB would sell the Note to another bank if MRHI could find someone
willing to buy it. UCB said it was theoretically open to a note sale but that the FDIC would
only approve such a sale if a bank paid 90% of the value of the note, which was unlikely.
On August 7, 2013, defendants’ counsel asked UCB to take care of all of the other liens
on the properties, which added up to almost $80,000. UCB replied, “We did not represent
or agree that the properties would be free and clear of all liens and judgments. . . . The
bank is just releasing a note and mortgage in exchange for the payment of money.” (Mot.
to Enforce, Ex. L, ECF No. 212-14.)
On August 15, 2013, UCB sent defendants another draft settlement agreement. By
this point, both Crosbie and Sullivan had sat for a debtor’s examination, and the revised
agreement released them from their obligations under the Guaranty. UCB left a blank for

3

This letter is dated June 19, 2013, but it was not emailed to UCB’s counsel until
June 20.
4

Defendants claim that most of the communications sent by their attorney to UCB
after July 1 were not from them but instead were communications on behalf of MRHI.
However, the emails do not say who defendants’ attorney was representing during each
communication. Therefore, I assume (as UCB must have) that he was speaking on behalf
of both defendants and MRHI in all of his communications.
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defendants to write in their proposed closing date.5 To move forward, UCB said it would
also need an updated proof of funds letter from MRHI/Scully, defendants’ signatures on
the revised settlement agreement, an executed copy of the arms length transaction
affidavit, and a signed real estate contract. In response, defendants’ counsel stated that
the liens on the property were a significant problem and that Scully wanted to pursue a
stipulated foreclosure in order to extinguish the liens held by defendants who had defaulted
in this case. A few days later, defendants’ counsel stated that Scully was willing to buy the
Note from the bank himself for $850,000 so he could foreclose on it. UCB said it was
willing to consider either a stipulated foreclosure or a note sale but reiterated that the FDIC
would need to approve a note sale.
On August 30, 2013, after I granted UCB’s motion for summary judgment, UCB
informed defendants that it was still interested in pursuing the short sale. It again asked
defendants to provide it with a signed settlement agreement, arms length affidavit and real
estate contract. It stated: “Once the bank has the above documents, they will be reviewed
in mid-September, and assuming final approval occurs, your clients should be able to close
before the end of September.” (Mot. to Enforce, Ex. M, ECF No. 212-15.)
Defendants did not execute the required documents. Instead, their attorney
suggested another alternative transaction. He suggested that UCB go ahead with the
foreclosure and purchase the properties at the foreclosure sale itself by making a credit

5

The draft agreement states: “In consideration of the Parties’ execution of this
Agreement, Lender agrees to allow Borrowers to attempt to sell the property to a bona fide
third party purchaser, provided that . . . any sale and purchase contract contemplating the
same incorporates . . . a closing date to be on or before ____________, 2013.” (Mot. to
Enforce, Ex. L at 6.)
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bid. This would extinguish most of the liens on the properties, and UCB could then sell the
properties to MRHI for $850,000. UCB rejected this offer. It said it was fine with proceeding
with the foreclosure, but it could not disclose the bid it would make at the auction or
guarantee that it would not be outbid by someone else. It informed defendants that, if they
had any other offers that they would like UCB to consider, they should reduce them to final
written form and submit them to UCB for review. Until that time, UCB stated that it was
“proceeding with the foreclosure.” (UCB’s Br. in Opp., Ex. 8, ECF No. 218-8.) On
September 17, 2013, defendants replied that they were again exploring the possibility of
a short sale.
On October 16, 2013, I entered final judgment. Shortly thereafter, defendants’
counsel sent UCB an email stating that a bank representative had told him the short-sale
deal was off. He told UCB: “I understand you are moving forward with the foreclosure to
appease the FDIC, but we still have our deal and these final details. . . . Do you want us
to file a notice of appeal to keep our rights in place also? I need written confirmation from
you that we have our deal at $850,000.” (UCB’s Br. in Opp., Ex. 9, ECF No. 218-9.) UCB’s
counsel replied:
“‘We’ meaning UCB and the borrowers/guarantors do not have a ‘deal’. We gave
you a list of signed items the bank would need if borrowers/guarantors want to
proceed on a short sale. To date, we haven’t received anything from your office to
move a short sale to completion . . . . Whether you file a notice of appeal is not up
to me, but if the borrowers/guarantor[s] do, we will file a cross-appeal on the motion
for sanctions.”
(Id.) On December 18, 2013, defendants submitted to UCB a signed settlement
agreement, arms length affidavit and a contract for the sale of the properties to MRHI for
$850,000. After some additional negotiations, UCB declined to sign the settlement
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agreement, and, on March 24, 2014, terminated all settlement discussions. All of these
facts are undisputed.
II. DISCUSSION
Defendants claim the correspondence between the parties’ attorneys was sufficient
to create a binding settlement agreement that requires UCB to consent to a short sale of
the apartment buildings to MRHI for $850,000 and to release its mortgage and all of its
claims against defendants in exchange for the proceeds from the sale. UCB denies
entering into an enforceable settlement agreement. A request that a court enforce a
settlement agreement after the entry of final judgment, whether through an award of
damages or decree of specific performance, is more than just a continuation of the lawsuit.
Kokkonen v. Guardian Life Ins. Co. of America, 511 U.S. 375, 378 (1994). It is a separate
claim for breach of contract. Id. Therefore, it requires its own basis for jurisdiction. Id.
Defendants’ breach of contract claim is governed by state law, but I have jurisdiction over
it because this is a diversity case and the amount in controversy under the alleged
settlement agreement exceeds $75,000. See 28 U.S.C. § 1332; see also Blue Cross and
Blue Shield Assoc. v. American Express Co., 467 F.3d 634, 638 (7th Cir. 2006) (noting that
Kokkonen deals with a court’s “adjudicatory competence” and that, “[a]s long as § 1332
supplies authority to decide, the court may act without a fresh complaint”).6

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In their reply brief in support of the motion to enforce the settlement agreement,
defendants suggest that the judgment should be set aside under Fed. R. Civ. P. 60(b)(3)
because UCB has engaged in fraud, misrepresentation and misconduct. They did not,
however, ask for such relief in their motion or opening brief and do not develop this
argument in their reply brief. Therefore, I disregard it.
8

The next question is whether the parties entered into an enforceable settlement
agreement, and, if they did, what action the agreement requires UCB to take in connection
with this lawsuit. The parties disagree about what state’s law governs the alleged
settlement agreement. Defendants argue that Wisconsin law governs while UCB argues
that Illinois law governs. I do not need to resolve this dispute because I conclude that the
settlement agreement is unenforceable under either state’s law because a contract was
never formed.
The basic principles of contract formation are similar in Wisconsin and Illinois.
Where the material facts are undisputed, the existence of a valid, enforceable contract
presents a question of law which can be resolved on summary judgment. In re F.T.R., 349
Wis. 2d 84, 101 (2013); Reese v. Forsythe Mergers Group, Inc., 682 N.E.2d 208, 979 (Ill.
App. Ct. 1997). For a contract to be valid, there must be an offer, an acceptance and
consideration. F.T.R., 349 Wis. 2d at 115; Van der Molen v. Wash. Mut. Finance, Inc., 835
N.E.2d 61, 69 (Ill. Ct. App. 2005). “An offer and acceptance exists when mutual
expressions of assent are present.” Gustafson v. Physicians Ins. Co. of Wisconsin, Inc.,
223 Wis. 2d 164, 173 (Ct. App. 1998); see also Reese, 682 N.E.2d at 979 (“[T]here must
be mutual assent by the contracting parties on the essential terms and conditions of the
subject about which they are contracting.”). And a court determines the parties’ intent by
considering their words, written and oral, and their actions. American Nat’l Property and
Cas. Co. v. Nersesian, 277 Wis. 2d 430, 442 (Ct. App. 2004); Vill. of South Elgin v. Waste
Mgmt. of Ill., 810 N.E.2d 658, 672 (Ill. Ct. App. 2004) (“‘Intent’ refers to objective
manifestations of intent in the words of the contract and the actions of the parties; it does

9

not encompass one party’s secret, undisclosed intentions or purely subjective
understandings of which the other party is unaware.”).
Here, the facts are undisputed and I have copies of all of the relevant
correspondence between the parties. Therefore, I can decide as a matter of law whether
a contract was formed. I conclude that a contract was never formed because neither party
made an offer that the other accepted. “An offer is a manifestation of willingness to enter
into a bargain, so made as to justify another person in understanding that his assent to that
bargain is invited and will conclude it.” Restatement (Second) of Contracts § 24 (1981).
Defendants claim they made an offer when their counsel emailed UCB a copy of
MRHI’s Letter of Intent stating that it was willing to purchase the properties for $850,000.
But this letter was not an offer to settle this case. In fact, it made no reference to this case.
It stated only that MRHI was willing to purchase the properties, and it was signed only by
MRHI and not by any of the defendants. Furthermore, the letter expressly stated that it was
a “non-binding Letter of Intent,” which shows that it was not an offer to enter into a binding
contract. (Mot. to Enforce, Ex. B, ECF No. 212-4.) Defendants do not point to any other
document that they claim constitutes an offer by them to settle this lawsuit, and the only
offer I could identify by them was the signed settlement agreement that they submitted to
UCB on December 18, 2013. UCB clearly rejected this offer by refusing to sign the
agreement and terminating settlement negotiations.
UCB did not make an offer either. It informed defendants at the outset of the parties’
negotiations that it could not enter into a binding settlement agreement unless the
agreement was approved by its board. Although defendants now try to minimize this
requirement by describing board approval as a mere “rubber stamp,” they admit that they
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were aware that this was a requirement. (Defs.’ Reply Br. at 8, ECF No. 219.) And the
emails between the parties confirm this awareness. In its August 30, 2013 email, UCB
reminded defendants that the settlement agreement would need to be submitted for
internal review, and defendants acknowledged that review by the board was necessary in
their email to UCB on October 14, 2013. (See Mot. to Enforce, Ex. N (“Assuming we are
able to get all of the documents signed this month, I believe it may take a few weeks for
the next presentation to the board, right?”).)
Since UCB conditioned its assent to the terms of the settlement agreement on
approval by the board, none of its correspondence with defendants can be construed as
a binding offer. “‘A manifestation of willingness to enter into a bargain is not an offer if the
person to whom it is addressed knows or has reason to know that the person making it
does not intend to conclude a bargain until he has made a further manifestation of assent.’”
Vill. of South Elgin v. Waste Mgmt. of Ill., 810 N.E.2d 658, 672 (Ill. Ct. App. 2007) (quoting
Restatement (Second) of Contracts § 26 (1981) (“Preliminary Negotiations”)). Additionally,
where it is part of the understanding between the parties that the contract will not be
binding until they sign a formal, written contract, there is no binding contract unless the
written agreement was actually prepared and signed by both parties. See American Nat’l
Property, 277 Wis. 2d at 443; Johann v. Milwaukee Elec. Tool Corp., 270 Wis. 573, 589
(1955); Quake Const., Inc. v. American Airlines, Inc., 565 N.E.2d 990, 994 (Ill. 1990). This
is true even if all the terms of the contract have been agreed upon. Quake Const., 565
N.E.2d at 994; Skycom Corp. v. Telstar Corp., 813 F.2d 810, 814–17 (7th Cir. 1987)
(applying Wisconsin law).

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Because there was neither a valid offer nor a valid acceptance, there is no binding
contract between the parties. Thus, there is no settlement agreement for me to enforce.
Since the parties never formed a contract, there is no need for me to consider UCB’s
alternative argument that the writings exchanged between the parties were insufficient to
meet the heightened requirements set out in the Illinois Credit Agreements Act, 815 ILCS
160/1, for the modification of a credit agreement or in Wis. Stat. § 807.05 for settlement
agreements.
Alternatively, defendants argue that this court has the authority to enforce the terms
of the settlement agreement under a theory of equitable estoppel. However, they do not
adequately develop this argument in their brief. They only discuss equitable estoppel in two
short paragraphs at the end of their opening brief and do not discuss it at all in their reply
brief. Therefore, I find that they have waived it. See Puffer v. Allstate Ins. Co., 675 F.3d
709, 718 (7th Cir. 2012) (even arguments that are raised are waived “if they are
underdeveloped, conclusory or unsupported by law”).
Even if it were not waived, I would reject this argument on the merits. Defendants
present this argument as a defense to invalidation of the parties’ contract under Wis. Stat.
§ 807.05. They argue that there is a valid contract and that it should be enforced even if
it does not meet the heightened requirements of this statute.7 However, such a defense
cannot help defendants because they have not proven that there was a valid contract even
if I ignore Wis. Stat. § 807.05. The case defendants cite in their brief suggests that a party
7

Wis. Stat. § 807.05 states: “No agreement, stipulation, or consent between the
parties or their attorneys, in respect to the proceedings in an action or special proceeding
shall be binding unless . . . made in writing and subscribed by the party to be bound
thereby or the party’s attorney.”
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may be entitled to relief under a theory of equitable estoppel even if there is not a valid
contract, see Affordable Erecting, Inc. v. Neosho Trompler, Inc., 291 Wis. 2d 259, 274 n.8,
275–76 (2006), but defendants do not make this argument. Even if they did, I would reject
it.
The only case defendants cite in support of their equitable estoppel claim is
Affordable Errecting, which is a Wisconsin case. Under Wisconsin law, a party has a claim
for equitable estoppel when it “demonstrates that it was induced by some action or inaction
of another party, and reasonably relied to its detriment.” Hocking v. City of Dodgeville, 326
Wis. 2d 155, 174–75 (2010). The elements of equitable estoppel are: “(1) action or nonaction; (2) on the part of one against whom estoppel is asserted; (3) which induces
reasonable reliance thereon by the other, either in action or non-action; (4) which is to the
relying party’s detriment.” Affordable Erecting, Inc. v. Neosho Trompler, Inc., 291 Wis. 2d
259, 275 (2006). Each of these elements must be proven by “clear, satisfactory, and
convincing” evidence. Nugent v. Slaght, 249 Wis. 2d 220, 237 (Ct. App. 2001). “When the
facts and reasonable inferences therefrom are not disputed, it is a question of law whether
equitable estoppel has been established.” Milas v. Labor Assoc. of Wis., Inc., 214 Wis. 2d
1, 8 (1997).
Defendants suggest that I enforce the settlement agreement because they
detrimentally relied on UCB’s representations that it would consent to the short sale and
settle the case. Defendants claim they took the following actions in reliance on UCB’s
promise to execute the settlement agreement: 1) defendants located a purchaser willing
to pay $850,000 for the apartment buildings as part of a short sale, 2) Crosbie sat for his

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debtor’s examination, 3) defendants paid for the transcript of Crosbie’s debtor’s
examination, 4) defendants engaged the services of an escrow company to draft purchase
documents, conduct a title search, procure title insurance and prepare closing documents,
5) defendants negotiated nearly $80,000 of additional liens on the properties, and
6) defendants did not enforce their right to appeal the judgment and judgment of
foreclosure.
This claim fails for reasons similar to those discussed in connection with the breach
of contract claim. Defendants cannot prove that they reasonably relied on UCB’s
representation that it would consent to the settlement because the undisputed facts show
that UCB never made such a representation. It informed defendants at the outset of the
parties’ negotiations that any settlement agreement would need to be approved by UCB’s
board and that approval was not guaranteed. (See Mot. to Enforce, Ex. M (UCB’s August
30, 2013 email, stating that “assuming final review occurs, your clients should be able to
close before the end of September” (emphasis added))). Defendants may have assumed
that approval was guaranteed, but there is no evidence that shows UCB actually made
such a representation. Cf. Affordable Errecting, 291 Wis. 2d at 276–77 (finding reasonable
reliance where plaintiff’s attorney assured defendant that plaintiff would approve the
settlement and later told its own insurer that it had approved the settlement).
Defendants also fail to establish detrimental reliance. To prove detriment,
defendants must show that they suffered more than a minor inconvenience. “‘Detriment’
in this context is equated with ‘prejudice’ and means ‘injury or damage.’ The injury or
damage must be ‘actual and material or substantial, and not merely technical or formal.’”
Nugent, 249 Wis. 2d at 239 (citations omitted). First, defendants did not have to go to any
14

great effort to find a purchaser willing to buy the apartment buildings in a short sale. Scully
and MRHI have been involved in the settlement discussions since at least 2012 and have
offered to purchase the properties on multiple occasions. Second, that Crosbie attended
a debtor’s examination, paid the transcript fee and hired someone to draft the real estate
documents for the short sale does not establish detrimental reliance. These tasks involved
only slight burdens that did not substantially impact defendants. UCB also had to hire and
pay attorneys to draft documents. This is a normal part of negotiating a contract.
Defendants also claim they “negotiated nearly [$80,000]8 of additional liens” on the
properties, but they do not explain how this injured them. (Defs.’ Br. in Support at 10, ECF
No. 212-1.)
Defendants also state that they gave up their right to appeal based on the supposed
settlement. But if they did, the decision was clearly unreasonable. On September 16, 2013,
UCB informed defendants that they were free to make additional offers of settlement, but
until the parties entered into an agreement UCB was proceeding with the foreclosure. And
it made its intentions clear when it filed its proposed judgment and judgment of foreclosure
on September 26, 2013. At that point, defendants could have objected to entry of the
judgment or asked me to stay the case while the parties completed their settlement
negotiations, but they did nothing. Instead, they waited until I entered final judgment and
then asked UCB if they needed to preserve their rights by filing a notice of appeal. On
October 23, 2013, before the time for appeal expired, UCB told them in no uncertain terms

8

Defendants’ brief says they negotiated nearly $800,000 of additional liens but the
other documents indicate that the liens added up to only $80,000. So I assume this was
a typo.
15

that, “‘We’ meaning UCB and the borrowers/guarantors do not have a ‘deal’,” and it invited
defendants to file a notice of appeal. After receiving this email, it should have been obvious
to defendants that they needed to file a notice of appeal if they wished to preserve their
rights.
For all of these reasons, I will deny defendants’ motion to enforce the settlement
agreement and order conclusion of a short sale.
UCB moves to amend/correct the judgment and judgment of foreclosure in two
ways. First, it seeks to add the names of defendants Appliance World, Inc. and Crosbie
Family Limited Partnership to Paragraph 10 of the judgment, which declares that
defendants’ interest in the mortgaged premises are inferior to UCB’s interest. I issued
orders granting judgment against both of these defendants, but inadvertently omitted them
from this paragraph of the final judgment. UCB seeks to correct this clerical error under
Fed. R. Civ. P. 60(a). Second, UCB seeks to replace the U.S. Marshal with the Milwaukee
County Sheriff as the agent for sale of the mortgaged premises. Defendants do not oppose
either of these requests. Therefore, I will grant the motion to amend/correct the judgment
and issue an amended judgment and judgment of foreclosure that reflects these changes.
III. CONCLUSION
IT IS ORDERED that defendants’ motion to enforce the settlement agreement and
order conclusion of a short sale (Docket #212) is DENIED.
IT IS FURTHER ORDERED that plaintiff’s motion to amend/correct the order for
judgment and judgment of foreclosure (Docket #211) is GRANTED.

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Dated at Milwaukee, Wisconsin, this 30th day of May, 2014.
s/ Lynn Adelman
_______________________
LYNN ADELMAN
District Judge

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