United States District Court, D. New Mexico
MEMORANDUM OPINION AND ORDER
C. BRACK, SENIOR U.S. DISTRICT JUDGE
matter is before the Court on Santa Fe Community Housing
Trust's Motion to Appoint Arbitrator, filed on March 22,
2019 (Doc. 32), and on Cheryl Maes's Request for a Stay,
filed on April 17, 2019 (Doc. 40). Having considered the
submissions of counsel and relevant law, the Court will
GRANT the motion to appoint arbitrator and
DENY the motion to stay.
2002, Defendant Cheryl Maes purchased a residential property
in Santa Fe, New Mexico. (See Doc. 30 at 1 (citing
Doc. 25-A).) Ms. Maes financed the purchase with a first
mortgage from Matrix Financial Services Corporation (Matrix)
and a second mortgage lien through the City of Santa Fe, New
Mexico's Housing Opportunity Program. (See Doc.
25-B; see also Doc. 25 ¶ 11 (citing Doc.
25-D).) Pursuant to her agreement with the City (the HOP
Agreement), the City and its agents have a right of first
refusal to purchase the property in certain circumstances,
including in the event of a mortgage or lien foreclosure or
similar proceeding. (See Doc. 25-B ¶¶
2.6(C), 3.1(B), (D); see also Doc. 25-A ¶ C.)
The City assigned its right and interest to the HOP Agreement
to Plaintiff Santa Fe Community Housing Trust (the Trust) in
2009. (See Doc. 25 ¶ 11 (citing Doc. 25-D).)
2016, Matrix filed a complaint for an in rem foreclosure.
(See Doc. 26 ¶ 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)).) A New Mexico state court has since determined that
the Trust properly holds and has exercised the right of first
refusal to purchase the property. 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. 26-F ¶ 3(C).) The state court
concluded that “[t]he HOP Agreement provides for a
methodology for establishing the purchase price of the
subject property[, ]” but it declined to “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. at
¶¶ 3(D)-(E), 4).) Defendant has appealed this order
to the New Mexico Court of Appeals. See Matrix,
D-101-CV-2016-01418, Notice of Appeal (1st Judicial Dist.,
Santa Fe Cty., N.M. Nov. 9, 2018).
Trust filed a separate complaint in the First Judicial
District Court, seeking specific performance of the HOP
Agreement and enforcement of the arbitration clause.”
(Doc. 30 at 4 (citing Doc. 1-A).) Defendant removed the
complaint to this Court on January 17, 2018. (See
Doc. 1.) The Trust moved for summary judgment and asked the
Court to order the parties to arbitrate as provided for in
the HOP Agreement. (See Docs. 25 at 6; 25-B ¶
3.4.) In response, Ms. Maes “attack[ed] the state
court's findings that the Trust is the assignee of the
HOP Agreement and argue[d] that the state court made
procedural errors in considering the Trust's motion for
summary judgment.” (Doc. 30 at 6 (internal citations
omitted).) The Court determined that the
Rooker-Feldman doctrine barred it from reviewing the
state court's decision, either substantively or
procedurally, and it granted the motion for summary judgment.
(See Id. at 7-8.) Ms. Maes appealed the Court's
decision to the Tenth Circuit Court of Appeals (see
Doc. 34), and the Tenth Circuit recently dismissed the appeal
for lack of prosecution (see Doc. 44).
Trust now moves the Court to appoint an arbitrator to
determine the purchase price of the property, because the HOP
Agreement is silent on how the parties are to select an
arbitrator. (See Doc. 32 ¶ 2; see also
Doc. 25-B.) In response to the Trust's motion, Ms. Maes
argues that the City did not have statutory authority to
create the HOP Agreement, that enforcing the HOP Agreement
violates her property rights under the New Mexico and United
States Constitutions, and that the appointment of an
arbitrator would be illegal and unconscionable. (See
Doc. 33.) She also seeks a stay of this lawsuit during the
pendency of her appeal of the state court's decision.
(See Doc. 40.) The Court turns first to Ms.
Maes's request to stay.
The Court will deny Ms. Maes's request to stay.
Maes seeks a stay pursuant to Federal Rule of Appellate
Procedure 8(a)(1). (See Id. at 1.) Rule 8(a)(1)
allows a party to move for a stay of a “judgment or
order of a district court pending appeal . . . .” Ms.
Maes sought a stay of this matter pending the appeal she
filed on April 11, 2019. (Doc. 34.) The Tenth Circuit has
since dismissed her appeal pursuant to 10th Circuit Rule 42.1
for lack of prosecution. (See Doc. 44-1.)
Accordingly, the Court will deny her request to stay pursuant
to Rule 8(a)(1).
The Court will direct the parties to submit names of
Trust asks the “Court to appoint an arbitrator to
conduct the arbitration required under the” HOP
Agreement. (Doc. 32 at 1.) The HOP Agreement's
arbitration clause provides: “In the event that there
is a dispute as to the purchase price” under the right
of first refusal, “the seller shall be entitled, at its
own expense, to have a separate appraisal performed[, ] and
if the seller and City or its agent still can not [sic] agree
as to the purchase price, the seller and City shall resolve
the matter through binding arbitration.” (Doc. 25-B
¶ 3.4.) The HOP Agreement does not, however, dictate the
method the parties should use to select an arbitrator.
(See Doc. 32 at 1; see also Doc. 25-B.)
Ms. Maes responds with arguments concerning the legality of
the HOP Agreement and the City's HOP program.
(See Doc. 33.) As the Court determined in its
earlier Opinion, Ms. Maes's arguments are foreclosed by
the Rooker-Feldman doctrine. (See Doc. 30
at 7-8.) Because Ms. Maes fails to advance any argument that
the Court may consider regarding the motion at issue, the
Court will grant the Trust's motion. The parties shall
submit a list of five acceptable arbitrators who are located
within Bernalillo County or Santa Fe County, New Mexico, no
later than Monday, June 17, 2019.
IS ORDERED that the Trust's Motion to Appoint
Arbitrator (Doc. 32) is GRANTED; the parties
shall submit a list of five arbitrators no later ...