[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT FILED
________________________ U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
June 27, 2007
No. 06-16061 THOMAS K. KAHN
Non-Argument Calendar CLERK
________________________
D. C. Docket No. 04-00079-CV-3
GENEVA L. WATKINS,
Plaintiff-Appellant,
versus
FARMERS & MERCHANTS BANK,
Laurens County, GA,
WALLACE E. MILLER,
CAPITAL CITY BANK,
Defendants-Appellees.
________________________
Appeal from the United States District Court
for the Southern District of Georgia
_________________________
(June 27, 2007)
Before ANDERSON, BLACK, and MARCUS, Circuit Judges.
PER CURIAM:
Geneva L. Watkins, proceeding without an attorney, appeals the district
court’s grant of summary judgment to Farmers & Merchants Bank (“FMB”),
Wallace E. Miller (an officer of FMB), and Capital City Bank (a successor
corporation to FMB) on her diversity action challenging the foreclosure of 15.34
acres of land she pledged in security as guarantor of multiple loans. On appeal,
Watkins argues that the district court should not have granted summary judgment
to the defendants because (1) the district court ignored the plain meaning of the
underlying promissory notes and relied on inadmissible parol evidence in finding
that the notes called for monthly installment payments rather than a single balloon
payment at maturity, and (2) FMB, after accepting late and irregular payments,
failed to give the reasonable notice Georgia law requires before returning to the
exact terms of the notes. Watkins also argues that the district court erred in
refusing as untimely her motion for leave to amend her complaint. We affirm.
We conduct a de novo review of a district court’s order granting summary
judgment, “applying the same legal standards as the district court.” Chapman v. AI
Transp., 229 F.3d 1012, 1023 (11th Cir. 2000) (en banc). The district court
properly followed Georgia law in construing the terms of the notes. Under
Georgia law, unambiguous contracts are interpreted according to their plain
meaning, Begner v. United States, 428 F.3d 889, 1005 (11th Cir. 2005), and
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without reference to parol evidence that may “add to, take from, or vary [the]
written contract.” Macon-Bibb County Indus. Auth. v. Nord Bitumi, U.S., Inc., 77
F.3d 417, 419 n.2 (11th Cir. 1996).
The promissory notes at the center of this dispute required 59 equal
payments and a final, larger payment when the notes matured at the end of five
years. The first payment and the last payment were due on the same day of the
month. Both notes were entitled “Consumer Installment Note.” The district
correctly concluded that these terms created installment contracts calling for
monthly payments with a final balloon payment at the end. Watkins’s contrary
reading derives solely from the loan officer’s failure to specify the day of the
month each installment was due. But because the instruments listed the same day
of the month as the due date for the first and last payments, the only reasonable
conclusion is that the interim monthly payments were due on the same day. There
is simply no merit to Watkins’s argument that the only due dates were the notes’
maturity dates, and thus her contention that the loans were not in default when
FMB foreclosed on her property must fail. We also reject the contention that the
district court relied on parol evidence to construe the notes. The affidavits and
banks documents Watkins cites as parol were used only to show that default had
occurred—i.e., that the debtor had failed to make the required payments on each
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note in July 2000—not what the instruments meant.
Watkins second argument against summary judgment is that, because FMB
had accepted late payments in the past, she was entitled to reasonable notice from
FMB of its intention to return to the strict terms of the notes before the bank could
foreclose on her property. She cites the Georgia Supreme Court’s decision in Curl
v. Fed. Sav. & Loan Ass’n of Gainesville, 241 Ga. 29, 244 S.E.2d 812 (Ga. 1978),
for support. We refuse to consider her argument that FMB’s conduct established a
“quasi new agreement.” See id. at 30, 244 S.E.2d at 813. Watkins did not raise the
argument in the district court, where she was represented by counsel, and so she
has waived it on appeal. See Access Now, Inc. v. Southwest Airlines Co., 385
F.3d 1324, 1331 (11th Cir. 2004) (“This Court has repeatedly held that an issue not
raised in the district court and raised for the first time in an appeal will not be
considered by this court.”). We therefore affirm the district court’s grant of
summary judgment to the defendants.
We also find that the district court did not abuse its discretion by refusing to
permit Watkins to amend her complaint. After responsive pleadings have been
served, “a party may amend the party’s pleading only by leave of court or by
written consent of the adverse party.” Fed.R.Civ.P. 15(a). Leave of court “shall be
freely given when justice so requires.” Id. However, a district court may deny a
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motion to amend on numerous grounds, including undue prejudice to the defendant
or the tardiness of the motion. Carruthers v. BSA Advertising, Inc., 357 F.3d
1213, 1218 (11th Cir. 2004). In this case, Watkins moved for leave months after
the January 2, 2005 deadline for amendments. Although the court later granted an
extension on all remaining deadlines, the date for making amendments was not a
“remaining deadline”; it had already passed. Moreover, because Watkins’s
proposed amendment included new parties and a host of new claims, granting the
motion after the close of discovery would have resulted in considerable prejudice
to the defendants. And last, Watkins has not demonstrated good cause for
departing from the district court’s scheduling order. See Fed.R.Civ.P. 16(b); Sosa
v. Airprint Sys., Inc., 133 F.3d 1417, 1419 (11th Cir. 1998) (“If we considered
only Rule 15(a) without regard to Rule 16(b), we would render scheduling orders
meaningless and effectively would read Rule 16(b) and its good cause requirement
out of the Federal Rules of Civil Procedure.”)
Accordingly, after careful review of the record and consideration of the
parties’ briefs, we discern no reversible error.
AFFIRMED.
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