Federal Deposit Insurance Corporation v. Alan J. Graham

This is a breach-of-contract case. Federal Deposit Insurance Corporation ("FDIC") as Receiver for Western Bank-Westheimer ("Bank") sued Alan J. Graham and Michael R. Macari ("Borrowers") as well as George R. Hinsley and Fred T. Magee ("Guarantors") on a note and guarantees. Borrowers/Guarantors counterclaimed to enforce an agreement to reschedule the debt ("Restructure Agreement"). After a bench trial, the trial court held that (1) the terms of the Restructure Agreement supplanted the terms of the note and guarantees, (2) FDIC breached the Restructure Agreement, (3) FDIC was entitled to the amount due under the Restructure Agreement, and (4) Borrowers/Guarantors were entitled to attorneys fees. Since Borrowers/Guarantors attorneys fees exceeded their debt to FDIC, the trial court entered judgment that FDIC take nothing. On appeal, FDIC complains, inter alia, that there was insufficient evidence of FDICs breach and that the award of attorneys fees to Borrowers/Guarantors was error. We affirm.