             Case: 13-10137    Date Filed: 08/30/2013   Page: 1 of 5


                                                           [DO NOT PUBLISH]

               IN THE UNITED STATES COURT OF APPEALS

                       FOR THE ELEVENTH CIRCUIT
                         ________________________

                               No. 13-10137
                           Non-Argument Calendar
                         ________________________

                   D.C. Docket No. 3:12-cv-00132-RS-EMT

SYNOVUS BANK,
as successor in interest through name change
and merger with Coastal Bank and Trust of Florida,
successor by merger to Bank of Pensacola, f.k.a.
Columbus Bank and Trust Company,

                                                        Plaintiff - Appellee,

                                     versus

CRAIG R. SIMS,
DANIEL YANNETT,

                                                        Defendants - Appellants,

MARK LYONS, III, et al.,
QUAIL LAKE DEVELOPERS LLC,

                                                        Defendants.

                         ________________________

                  Appeal from the United States District Court
                      for the Northern District of Florida
                        ________________________
                               (August 30, 2013)
               Case: 13-10137    Date Filed: 08/30/2013   Page: 2 of 5


Before DUBINA, MARTIN and KRAVITCH, Circuit Judges.

PER CURIAM:

      Craig Sims and Daniel Yannette appeal the district court’s grant of summary

judgment in favor of Synovus Bank (Synovus) and the dismissal of their

counterclaims. After thorough review, we affirm.

      In 2005, Quail Lake Developers, LLC (Quail Lake) purchased property for

development and, in 2011, executed and delivered a promissory note in

conjunction with a loan on this property to Synovus’s predecessor in interest. Sims

and Yannette guaranteed Quail Lake’s payment on the note. Payment became due

on November 15, 2011, but neither Quail Lake, Sims, nor Yannette paid . Synovus

sued, alleging Quail Lake defaulted on the note and Sims and Yannette breached

their guaranties.

      Quail Lake, Sims, and Yannette (collectively, the Defendants) did not

dispute they had not paid the note, but instead asserted two affirmative defenses.

First, they contended that because they had an extensive lending relationship with

Synovus and its predecessors, Synovus had a fiduciary relationship with the

Defendants that estopped it from enforcing the note. Second, the Defendants

argued that the doctrine of unclean hands barred Synovus from enforcing the note

because the parties had previously entered into oral agreements to avoid payment

from becoming due on November 15 and Synovus, having breached those



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agreements, cannot now enforce the note. The Defendants also counterclaimed

against Synovus for fraudulent misrepresentation, negligent misrepresentation, and

breach of agreement in connection with Synovus’s purported agreement to prevent

the note from becoming due on November 15. After discovery, Synovus moved

for summary judgment on its claims and the Defendants’ affirmative defenses, and

requested dismissal of the Defendants’ counterclaims. The district court rendered

summary judgment in Synovus’s favor and dismissed the counterclaims. This is

Sims’s and Yannette’s appeal. 1

         We review a district court’s grant of summary judgment de novo, viewing

the facts and making all reasonable inferences in the light most favorable to the

non-moving party. Dolphin LLC v. WCI Cmtys., Inc., 715 F.3d 1243, 1247 (11th

Cir. 2013). “The moving party bears the burden of establishing the absence of a

genuine issue of material fact and that it is entitled to judgment as a matter of law.”

Id. “The non-moving party bears the burden of presenting evidence of each

essential element of his claim, such that a reasonable jury could rule in his favor.”

Id.

         Sims and Yannette first assert that the district court erred in finding that

Synovus did not have a fiduciary relationship with the Defendants. On appeal, the

only evidence Sims and Yannette cite as establishing a fiduciary relationship is


1
    This court has dismissed Quail Lake from this case for want of prosecution.


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Sims’s statement in an affidavit that the Defendants “have had an extensive

lending relationship with [Synovus and its predecessors].” But under Florida law,

a long-standing business relationship, without more, “cannot transform the lender-

borrower relationship into a fiduciary one.” Motorcity of Jacksonville, Ltd. v. Se.

Bank, N.A., 83 F.3d 1317, 1340 n.21 (11th Cir. 1996) (en banc), vacated on other

grounds by Hess v. FDIC, 519 U.S. 1087 (1997), reinstated, 120 F.3d 1140 (11th

Cir. 1997) (en banc). Thus, Sims and Yannette have failed to present evidence

from which a reasonable jury could find this affirmative defense applicable, and

the district court did not err in granting summary judgment to Synovus. See

Dolphin LLC, 715 F.3d at 1247.

      Sims and Yannette next contend that the district court erred in rejecting their

unclean hands affirmative defense. Sims and Yannette argue that Synovus is

estopped from recovering on the note and guaranties because “Synovus’s own bad

acts . . . and inactions” caused the acceleration of the note. But beyond this

conclusory allegation, they point to nothing in the record to indicate that Synovus

engaged in “unrighteous, unconscientious, or oppressive conduct” necessary to

trigger the unclean hands doctrine. Tribeca Lending Corp. v. Real Estate Depot,

Inc., 42 So. 3d 258, 262 (Fla. Dist. Ct. App. 2010) (internal quotation marks

omitted); see also Cong. Park Office Condos II, LLC v. First-Citizens Bank &

Trust Co., 105 So. 3d 602, 610 (Fla. Dist. Ct. App. 2013) (“A failure to comply



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with the material terms of a loan document may be a breach of contract, and it may

not be nice, but it does not amount to unclean hands.”). Sims and Yannette

therefore have not met their burden and summary judgment in favor of Synovus

was warranted. See Dolphin LLC, 715 F.3d at 1247.

      Finally, Sims and Yannette argue that the district court erred in dismissing

their counterclaims. We review the dismissal of a counterclaim de novo. First

Union Disc. Brokerage Servs., Inc. v. Milos, 997 F.2d 835, 841 (11th Cir. 1993).

The counterclaims allege that Synovus orally agreed to modify the loan agreement

to prevent the principal from becoming due on November 15. Even assuming this

is true, however, the counterclaims fail to state a claim under Florida law, which

provides that “[a] debtor may not maintain an action on a credit agreement unless

the agreement is in writing . . . .” Fla. Stat. § 687.0304(2). Hence, the district

court properly dismissed the Defendants’ counterclaims.

      AFFIRMED.




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