[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT FILED
________________________ U.S. COURT OF APPEALS
ELEVENTH CIRCUIT
SEPT 25, 2008
No. 07-14829
THOMAS K. KAHN
Non-Argument Calendar
CLERK
________________________
D. C. Docket No. 05-00949-CV-T-MAP
MORNINGSTAR HEALTHCARE, LLC,
Plaintiff-Appellant,
versus
GREYSTONE & CO., INC.,
Defendant-Appellee.
________________________
Appeal from the United States District Court
for the Middle District of Florida
_________________________
(September 25, 2008)
Before BLACK, CARNES and BARKETT, Circuit Judges.
PER CURIAM:
Morningstar Healthcare, LLC, appeals the district court’s grant of summary
judgment in favor of Greystone & Co., Inc., in Morningstar’s breach of contract
action against Greystone. In 2000, Morningstar sought to purchase a hospital
from Princeton Hospital, Inc., who was in bankruptcy proceedings. Morningstar
needed financing for its acquisition and, in order to demonstrate to the bankruptcy
judge that Morningstar was a legitimate purchaser, sought from Greystone a loan
commitment letter that would show Greystone’s agreement to fund Morningstar’s
purchase. Morningstar received a letter, which briefly described in general terms
the size of the loan, the interest rate, and a repayment schedule. Subsequent to the
letter’s issuance, however, the parties did not agree as to certain terms, and
Greystone did not issue the loan.
Morningstar sued. After extensive discovery, Greystone filed a summary
judgment motion in which it argued it was not obligated to fund the loan primarily
because (1) Morningstar failed to provide Greystone with a written agreement
between Morningstar and the surgeon who would operate the facility, and (2)
Morningstar had not complied with Florida law governing the sale of hospitals and
could not complete the transaction. The district court granted the motion for
summary judgment, finding the loan commitment letter was not a binding, valid
agreement demonstrating the parties’ mutual assent.
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On appeal, Morningstar argues the district court erred because (1) the
district court ruled sua sponte that the letter did not constitute a binding contract
and did not give Morningstar notice of its intent to rule on the issue; (2) the
district court denied Morningstar’s motion for reconsideration; and (3) to the
extent the district court granted summary judgment on the issues presented by
Greystone in its motion, the district court erred.
Morningstar first asserts the district court erred in finding the loan
commitment letter did not constitute an integrated contract evidencing the mutual
assent of the parties as to the essential terms of the contract. Morningstar contends
Greystone never argued the loan commitment letter was not a valid contract in
Greystone’s summary judgment motion, and the district court erred in sua sponte
granting summary judgment on a ground not properly before it.
We review the grant of summary judgment de novo, considering all the
evidence and reasonable inferences therefrom in the light most favorable to the
nonmoving party. Ellis v. England, 432 F.3d 1321, 1325 (11th Cir. 2005).
Although district courts possess the power to grant summary judgment sua sponte,
they must ensure parties receive adequate notice and are afforded an opportunity
to bring forward all of their evidence. Massey v. Congress Life Ins. Co., 116 F.3d
1414, 1417 (11th Cir. 1997). But “where a legal issue has been fully developed,
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and the evidentiary record is complete, summary judgment is entirely appropriate
even if no formal notice has been provided.” Artistic Entm’t, Inc. v. City of
Warner Robins, 331 F.3d 1196, 1202 (11th Cir. 2003); see also Flood v. Young
Woman’s Christian Ass’n of Brunswick, Ga., Inc., 398 F.3d 1261, 1267 (11th Cir.
2005) (“[A] district court may enter summary judgment sua sponte if the parties
are given adequate notice that they must present all of their evidence.”).
Morningstar received adequate notice and was afforded an opportunity to
argue whether the loan commitment letter demonstrated a binding agreement by
Greystone to loan money for the acquisition of the hospital. Although Greystone’s
summary judgment motion emphasized Morningstar’s inability to satisfy certain
conditions, Greystone clearly argued the letter was not a full expression of the
agreement because it lacked key terms, was not signed by Morningstar, and did
not contain a merger provision. In fact, Morningstar devoted two pages of its
response to Greystone’s motion to arguing the loan commitment letter was a
binding agreement between the parties.
Moreover, it is incorrect to characterize the district court’s ruling as a sua
sponte grant of summary judgment. The district court ruled on an issue that was a
component of the arguments made by both parties. Greystone argued the loan
commitment letter did not obligate it to fund the loan because there were
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additional contingencies Morningstar had to meet. Morningstar asserted the loan
commitment set forth all material terms of the agreement and Greystone’s
purported additional terms were not part of that agreement. In other words, the
parties disagreed as to the significance of the loan commitment letter.
Thus, the district court had before it the question of the effect of the loan
commitment letter and whether it created a binding agreement between the parties.
Recognizing Morningstar’s breach of contract action was implicitly premised on
the letter being a valid, integrated contract representing the parties’ mutual assent,
the district court found the letter lacked the terms and contingencies typically
found in such a complex financial agreement. The district court concluded the
letter simply spelled out the general terms of a possible loan and the undisputed
evidence demonstrated the parties did not intend for it to be a binding agreement.
The district court’s grant of summary judgment was procedurally proper;
thus, the court did not err either in granting the summary judgment or in denying
Morningstar’s motion for reconsideration. Morningstar does not argue the district
court’s conclusion that there was no mutual assent between the parties was
substantively erroneous, and we need not decide the issue.1 Because we affirm the
1
In its reply brief, Morningstar points to facts it argues raises genuine issues of material
fact related to the mutual assent issue that formed the basis of the district court’s ruling.
Morningstar failed to raise these arguments in its opening brief, and arguments raised for the first
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district court’s grant of summary judgment, we also need not address
Morningstar’s alternative argument regarding the explicit bases for Greystone’s
original motion for summary judgment. The district court’s grant of summary
judgment is AFFIRMED.
time in reply are waived. Jackson v. United States, 976 F.2d 679, 680 n.1 (11th Cir. 1992).
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