BLUEFIN MORTGAGE FUND, LLC, et al. v. SHERI SPEER, SC 18246

Judicial District of New Haven

 Breach of Contract; Whether There was a Meeting of the Minds Regarding Collateral; Whether There Was a Mutual Mistake Regarding Collateral; Whether Court's Decision was Based on a Revised Contract not Mentioned in the Pleadings; Whether Court Improperly Integrated Inconsistent Documents.  Bluefin Mortgage Fund, LLC (Bluefin), a commercial mortgage lender, and PFH Mortgage, LLC, a commercial mortgage broker, brought this action against the defendant, alleging that they entered into a loan contract with her and that she breached that contract.  In particular, they asserted that the contract required the defendant to pay an origination fee of $9000 and a broker's placement fee of $1500 and that such fees were due even if the defendant did not close on the loan, as long as the failure to close was not the plaintiffs' fault.  They further asserted that the defendant failed to close on the loan and that she paid only $2000 towards the origination and broker's placement fees.  By way of counterclaim, the defendant alleged that there was no valid contract and sought the return of her $2000.  She claimed that the closing did not occur because Bluefin would not lend her the money since there were title issues with the properties that she offered as collateral.  She thus claimed that there was no agreement as to which properties would be mortgaged as collateral for the loan.  The trial court rendered a judgment in favor of the plaintiffs on their complaint and on the counterclaim.  In so ruling, it determined that the parties' agreement originally provided that the loan was to be secured by certain collateral and that the defendant later proposed a change in the collateral, which the plaintiffs accepted.  It then determined that all of the loan documents were prepared in accordance with the revised agreement and that the defendant failed to appear at the closing.  Moreover, it found that the plaintiffs were ready, willing and able to perform their part of the contract in accordance with the terms of the original agreement or with the alternative proposal agreed upon by the parties.  It therefore concluded that the defendant had breached the loan contract.  In this appeal, the Supreme Court will determine whether the trial court properly found that there was a breach of contract where the defendant argues that there was no meeting of the minds regarding the collateral and that there was a mutual mistake regarding the collateral.  It will also determine whether the trial court improperly rendered judgment based on a revised agreement that was not mentioned in the pleadings and improperly integrated various documents to find the existence of a revised agreement.