Aguilar v. Southeast Bank, N.A.

GIPP Partnership (GIPP) took out a mortgage and construction loan from Southeast Bank, N.A. (Southeast) (defendant) to develop St. Jude Medical Center, a medical office complex. Gonzalo Aguilar (plaintiff) contracted with GIPP to purchase office space in the new medical center. Before construction was completed, Southeast filed a foreclosure action against GIPP. Aguilar was named as a defendant because of his office-space purchase agreement with GIPP; however, Aguilar was not a party to either the mortgage or the construction loan. Aguilar timely answered Southeast’s foreclosure action. Several months later, GIPP filed a counterclaim alleging that Southeast had failed to extend the construction loan as promised and that Southeast’s breach led to the failure of GIPP’s project and subsequent default on the mortgage. Southeast ultimately foreclosed on GIPP pursuant to a settlement agreement. After the settlement, Aguilar sued Southeast in Florida for tortious interference with a contractual relationship, arguing that he suffered damages because of Southeast’s failure to extend GIPP’s construction loan. The trial court granted Southeast summary-judgment, holding that Aguilar waived his tortious-interference claim by failing to timely raise it as a compulsory counterclaim in Southeast’s foreclosure action. Aguilar appealed. While Aguilar’s appeal was pending, Southeast was declared insolvent and was taken over by the Federal Deposit Insurance Corporation (FDIC). The FDIC removed Aguilar’s action to federal district court, which affirmed the Florida trial court’s summary-judgment ruling, holding that Aguilar’s tortious-interference claim was a compulsory counterclaim because it was logically related to Southeast’s foreclosure complaint. Aguilar appealed to the Eleventh Circuit. The Eleventh Circuit affirmed, and then certified a question to the Florida Supreme Court about whether, under Florida law, a non-obligor defendant in a foreclosure action was required to raise all tort claims arising out of the foreclosure action as compulsory counterclaims.