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Santa Fe Community Housing Trust v. Maes

United States District Court, D. New Mexico

March 18, 2019

SANTA FE COMMUNITY HOUSING TRUST, Plaintiff,
v.
CHERYL MAES, Defendant.

          MEMORANDUM OPINION AND ORDER

          ROBERT C. BRACK, SENIOR U.S. DISTRICT JUDGE.

         This matter is before the Court on Santa Fe Community Housing Trust's Motion for Summary Judgment, filed on October 17, 2018. (Doc. 25.) Jurisdiction arises under 28 U.S.C. § 1332. (See Doc. 1 at 2.) Having considered the submissions of counsel and relevant law, the Court will GRANT the motion and STAY this action pending arbitration.

         I. Factual Background[1]

         On April 25, 2002, Ms. Cheryl Maes (Defendant) entered into a Lien and Purchase Agreement Notice (the Notice). (See Doc. 25-A.) This Notice acknowledges Defendant's participation in the City of Santa Fe, New Mexico's Housing Opportunity Program (HOP), a program Santa Fe established to address its community's “affordable housing needs.” See Santa Fe Cty., N.M. Ordinance § 26-1.4(H), [2] http://www.santafenm.gov/documentcenter/document/2033.

         As a “HOP homebuyer, ” Defendant also entered into a Resale Agreement (the “HOP Agreement”) with the City of Santa Fe on November 25, 2002.[3] (See Doc. 25-B.) The HOP Agreement explains that the City extended Defendant a HOP Lien, which is “a second mortgage lien created by the HOP developer for the benefit of the City, its agents, heirs, successors and assigns.” (See Id. ¶ 1(H).) The HOP Lien provided Defendant with assistance that enabled her to purchase a property at 1340 Avenida Rincon, #302, which she closed on in December 2002. (See Docs. 25-A; 25-C.)

         The HOP Agreement “gives the City and its agents a right to exercise its right of first refusal” to purchase the property in certain circumstances, including in the event that the HOP homebuyer fails to make the property their primary residence or if there is notice of a mortgage or lien foreclosure or similar proceeding.[4] (Doc. 25-B ¶¶ 2.6(C), 3.1(B), (D); see also Doc. 25-A ¶ C.) If the City exercises its right to purchase the property and the parties to the HOP Agreement disagree about a purchase price, the parties are to resolve the dispute in arbitration. (See Doc. 25-B ¶ 3.4.) The HOP Agreement spells out how the property is to be sold and the proceeds distributed.[5] (Id. ¶ 1(I).)

         On December 31, 2009, the City of Santa Fe assigned to Plaintiff Santa Fe Community Housing Trust (the Trust) “all of the City's right, title and interest to [Defendant's] HOP Agreement.” (Doc. 25 ¶ 11 (citing Doc. 25-D).) “On June 14, 2016, the holder of the first mortgage on the Maes residence, Matrix Financial Services Corporation [(Matrix)], filed a complaint for an in rem foreclosure.” (See Id. ¶ 12 (citing Matrix Fin. Servs. Corp. v. Maes, D-101-CV-2016-01418, Compl. for Foreclosure (1st Judicial Dist., Santa Fe Cty., N.M. June 14, 2016)).) The Trust sent Defendant written notice on September 19, 2017, that as the assignee of the HOP Agreement, the “Trust was exercising its right of first refusal and was demanding to have discussions to establish the fair market value of the property” as provided for in Section 3.4 of the HOP Agreement (Id. ¶ 13 (citing Doc. 25-E); see also Doc. 25-B § 3.4.) When Defendant did not respond, the Trust- which was a defendant/cross-claimant in the state court action-“filed a motion for summary judgment seeking to foreclose in rem a [Community Housing Trust] mortgage and to establish [its] status as the assignee of the HOP Agreement.” (Doc. 25 ¶ 14 (citing Matrix Fin. Servs. Corp., D-101-CV-2016-01418, Mot. for Summ. J. (1st Judicial Dist., Santa Fe Cty., N.M. Sept. 14, 2017)); see also Doc. 25-C at 1).)

         The state court granted the Trust's motion on January 19, 2018, finding that the Trust “is the assignee of the [HOP Agreement] . . . where, because of this foreclosure action, the . . . Trust has a right of first refusal to purchase the subject property from Defendant Maes.”[6] Matrix Fin. Servs. Corp., D-101-CV-2016-01418, Am. Summ. J., Decree of Foreclosure, & Appointment of Special Master, ¶ 3(C) (1st Judicial Dist., Santa Fe Cty., N.M. Jan. 19, 2018). (See also Doc. 25-F ¶ 3(C).) The court went on to find that the Trust had exercised its right to purchase the property pursuant to the HOP Agreement, and “[t]he HOP Agreement provides for a methodology for establishing the purchase price of the subject property.” (See Id. ¶ 3(D), (E).) Finally, the court found that it would “not pass on the specific provisions of the HOP Agreement and [found] that its enforcement involves a collateral proceeding which may be pursued in separate litigation.” (See Id. ¶ 4.) Defendant has appealed this order. See Matrix, D-101-CV-2016-01418, Notice of Appeal (1st Judicial Dist., Santa Fe Cty., N.M. Nov. 9, 2018).

         The Trust filed a separate complaint in the First Judicial District Court, seeking specific performance of the HOP Agreement and enforcement of the arbitration clause. (See Doc. 1-A.) Defendant removed the complaint to this Court on January 17, 2018.[7] (See Doc. 1.) The Trust now moves for summary judgment and asks the Court to order the parties to arbitrate as provided for in the HOP Agreement. (See Doc. 25 at 6.) The Trust also asks the Court to “retain jurisdiction to issue further injunction orders or appoint a Special Master to take Defendant[']s place and complete the . . . Trust's purchase of the residence pursuant to its right of first refusal. (Id. at 7.) Defendant opposes the motion and asks the Court to find that the HOP Agreement and/or the assignment of the HOP Agreement to the Trust is invalid and unenforceable. (See Doc. 26 at 14.)

         11. Summary Judgment Standard of Review

         Summary judgment is appropriate when the Court, viewing the record in the light most favorable to the nonmoving party, determines “that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a); see also Garrison v. Gambro, Inc., 428 F.3d 933, 935 (10th Cir. 2005). A fact is “material” if it could influence the determination of the suit. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute over a material fact is “genuine” if a reasonable trier of fact could return a verdict for either party. Id. The moving party bears the initial responsibility of “show[ing] that there is an absence of evidence to support the nonmoving party's case.” Bacchus Indus., Inc. v. Arvin Indus., Inc., 939 F.2d 887, 891 (10th Cir. 1991) (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986)).

         Once the moving party meets this burden, Rule 56(e) “requires the nonmoving party to go beyond the pleadings and by her own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial.” Celotex, 477 U.S. at 324 (quoting Fed.R.Civ.P. 56(e)) (quotation marks omitted). The party opposing a motion for summary judgment “must set forth specific facts showing that there is a genuine issue for trial as to those dispositive matters for which it carries the burden of proof.” Applied Genetics Int'l, Inc. v. First Affiliated Sec., Inc., 912 F.2d 1238, 1241 (10th Cir. 1990) (citing Celotex, 477 U.S. at 324). Rule 56(c) provides that “[a] party asserting that a fact . . . is genuinely disputed must support the assertion by . . . citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials . . . .” Fed.R.Civ.P. 56(c)(1)(A). The respondent may not simply “rest on mere allegations or denials of [her] pleadings.” Anderson, 477 U.S. at 259; see also Otteson v. United States, 622 F.2d 516, 519 (10th Cir. 1980) (“However, once a properly supported summary judgment motion is made, the opposing party may not rest on the allegations contained in his complaint, but must respond with specific facts showing the existence of a genuine factual issue to be tried.”) (quotation omitted)). Nor can a party “avoid summary judgment by repeating conclusory opinions, allegations unsupported by specific facts, or speculation.” Colony Nat'l Ins. Co. v. Omer, No. 07-2123-JAR, 2008 WL 2309005, at *1 (D. Kan. June 2, 2008) (citing Fed.R.Civ.P. 56(e)); Argo v. Blue Cross & Blue Shield of Kan., Inc., 452 F.3d 1193, 1199 (10th Cir. 2006)). “In a response to a motion for summary judgment, a party cannot rest on ignorance of facts, on speculation, or on suspicion and may not escape summary judgment in the mere hope that something will turn up at trial.” Conaway v. Smith, 853 F.2d 789, 794 (10th Cir. 1988) (citations omitted).

         III. The Court will grant the Trust's motion and require the parties to arbitrate, because the Rooker-Feldman doctrine bars Defendant's attack on the state court's judgment.

         The Trust contends that because the parties have not agreed on a purchase price for the property at issue, it is entitled to an order enforcing the HOP Agreement's arbitration provision. (Doc. 25 at 6-7.) The Trust notes that Defendant has not obtained a stay of the state court's judgment, thus “it is fully enforceable through collateral estoppel.” (Docs. 27 at 2 (citations omitted); 25 at 6.) Defendant has not provided evidence that the state court's judgment has been stayed pending her appeal to the New Mexico Court of Appeals. Instead, ...


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