                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 15-1566
                        ___________________________

                      Affordable Communities of Missouri

                       lllllllllllllllllllll Plaintiff - Appellant

                                           v.

    Federal National Mortgage Association, a federally chartered corporation

                       lllllllllllllllllllll Defendant - Appellee

                EF&A Capital Corporation; EF&A Funding LLC

                            lllllllllllllllllllll Defendants
                                    ____________

                    Appeal from United States District Court
                  for the Eastern District of Missouri - St. Louis
                                  ____________

                           Submitted: January 14, 2016
                            Filed: February 24, 2016
                                 ____________

Before MURPHY, SMITH, and BENTON, Circuit Judges.
                           ____________

MURPHY, Circuit Judge.

      Affordable Communities of Missouri (Affordable) alleges that Federal National
Mortgage Association (Fannie Mae) breached its contract by penalizing Affordable
for prepaying its loan after it was forced to sell its Jefferson Arms Apartments
(Jefferson Arms) property to avoid condemnation. The district court1 held a bench
trial and found that Fannie Mae was not liable because Affordable had not sold the
Jefferson Arms property to avoid condemnation. The court alternatively concluded
that Affordable's claim failed because it had voluntarily paid Fannie Mae. Affordable
appeals, and we affirm.

                                           I.

      This case is before our court for the second time. In the previous appeal, we
affirmed the district court's dismissal of all of Affordable's claims against Fannie Mae
except for breach of contract. See Affordable Communities of Mo. v. Fed. Nat'l
Mortgage Ass'n, et al., 714 F.3d 1069 (8th Cir. 2013). In its surviving claim,
Affordable alleged that Fannie Mae had erroneously required it to pay a defeasance
penalty when it sold Jefferson Arms to avoid condemnation, for under the parties'
loan contract Affordable was exempt from paying such a penalty. We determined that
the contract was "ambiguous as to whether [the] 'condemnation award' [clause]
includes a sale in lieu of condemnation," and we remanded for "further proceedings
consistent with [our] opinion." Id. at 1076–77.

       On remand the district court held a bench trial. According to the evidence
presented at trial Affordable purchased Jefferson Arms, a senior independent living
center in St. Louis, and its adjoining parking garage in 1993. Affordable also owned
St. Louis Centre, another property in St. Louis. In April 1999, Affordable acquired
refinancing for its secured debt on Jefferson Arms from Eichler, Fayne, and
Associates (EFA), which operates exclusively under Fannie Mae's underwriting
program. Affordable's loan contract includes a defeasance provision which imposes
a penalty on it if it were to prepay the loan. The provision states that the penalty does


      1
       The Honorable Catherine D. Perry, United States District Judge for the Eastern
District of Missouri.

                                          -2-
not apply in the case of "a prepayment occurring as the result of . . . [a] condemnation
award under the Security Instrument." Rather, in that event, any proceeds from the
sale are to be transferred to Fannie Mae to satisfy the remaining loan debt and
Affordable would not be liable for any additional fees. After signing the loan, EFA
sold and assigned it to Fannie Mae.

       In 2005 Affordable decided to sell St. Louis Centre and Jefferson Arms to
another developer, Pyramid Construction, Inc. (Pyramid). The sale agreement stated
that Jefferson Arms was being sold in lieu of threatened condemnation. Under the
agreement, Pyramid was required to obtain "a letter addressed to [Affordable] from
the City of St. Louis, Missouri . . . confirming the threat of condemnation." On
November 4, 2005 Pyramid acquired a letter from the executive director of
development for the city, Barbara Geisman. Her letter states that the city is
"concerned about the future of [Jefferson Arms]," it specifies that the garage is in "a
serious state of disrepair," and warns that if Cohen fails to make improvements to the
property, "the City will seek to pass legislation authorizing the use of eminent domain
in order for a responsible developer to acquire the property and improve it, and, if
such responsible developer does not voluntarily acquire the property, seek to acquire
the property by condemnation and eminent domain." Cohen admitted that he required
Pyramid to obtain this letter so that he could take advantage of tax laws which apply
to property that has been involuntarily converted. See 26 U.S.C. § 1033.

       Affordable then wrote to EFA to inform it of the sale and seek a release of its
lien on the property. In July 2006 Affordable completed the defeasance process,
obtained a release of the lien on Jefferson Arms, and sold Jefferson Arms and St.
Louis Centre to Pyramid. Affordable paid Fannie Mae the outstanding loan balance
and a defeasance penalty of approximately $500,000. Cohen claimed that one year
later his accountant informed him that under the condemnation clause exception in
the contract, he was not required to pay the defeasance penalty.



                                          -3-
       Several witnesses testified at trial, including Cohen, Pyramid owner John
Steffen, Pyramid's director of commercial development Timothy O'Leary, and city
executive Geisman. The district court found the testimony of Cohen and Steffen not
to be credible. Cohen was vague and often changed his answers. The court found
Steffen potentially biased because Cohen had recently released him voluntarily from
a $1.3 million consent judgment, and the two were contemplating working together.
While the court adopted Affordable's contract interpretation and assumed that the
term "condemnation award" included a sale in lieu of condemnation, it found that
Fannie Mae was not liable for breach of contract. That was because there had been
no actual threat of condemnation against Jefferson Arms, and Cohen could not have
reasonably believed that the city was threatening condemnation. The district court
alternatively concluded that Fannie Mae was protected from liability by the voluntary
payment doctrine. Affordable appeals.

                                          II.

       In reviewing a judgment after a bench trial, we review the district court's
factual findings and credibility determinations for clear error, and its legal
conclusions de novo. Fed. R. Civ. P. 52(a)(6); Outdoor Cent., Inc. v.
GreatLodge.com, Inc., 688 F.3d 938, 941 (8th Cir. 2012). We will overturn a finding
of fact only if it is not supported by substantial evidence, it is based on an erroneous
view of the law, or we are left with a definite and firm conviction that an error has
been made. Sawheny v. Pioneer Hi–Bred Intern., Inc., 93 F.3d 1401, 1407–08 (8th
Cir. 1996).

                                          A.

       The district court's factual findings and credibility determinations were not
clearly erroneous because they were not so "implausible . . . that a reasonable
factfinder would not credit [them]." Cf. In re LeMaire, 898 F.2d 1346, 1351 (8th Cir.

                                          -4-
1990) (en banc) (internal quotation marks omitted). The court's determination that
Jefferson Arms was not sold in lieu of condemnation was based primarily on the
testimony of Pyramid's director of commercial development, Timothy O'Leary. The
court credited O'Leary's testimony over that of Cohen and Steffen. O'Leary testified
that Cohen had first raised the issue of selling Jefferson Arms to Pyramid before any
threat of condemnation was communicated from the city. Although Pyramid was
initially interested in purchasing the St. Louis Centre property, O'Leary reported that
Cohen only agreed to sell St. Louis Centre if Pyramid were also to purchase Jefferson
Arms. According to O'Leary, Cohen required Pyramid to acquire a "threat of
condemnation" letter from the city in order to gain favorable tax treatment.
Affordable credits its own witness testimony more than that of Fannie Mae, but
O'Leary's testimony was not implausible and did not contradict the documentary
evidence. See Anderson v. City of Bessemer City, N.C., 470 U.S. 564, 575 (1985).
We conclude that substantial evidence supports the district court's findings that the
city's letter did not cause Cohen to sell Jefferson Arms because he had already
intended to sell the property before receiving it.

       Moreover, the district court's findings were not based on an erroneous view of
the law. See Sawheny, 93 F.3d at 1407–08. Affordable does claim that the district
court erred in determining whether Jefferson Arms was sold in lieu of condemnation
because it applied the incorrect legal standard. Affordable argues that the court
should have determined whether Cohen had a reasonable subjective belief that the
city was going to condemn his property. Fannie Mae points out that the tax court has
been willing to find a threat of condemnation in § 1033 cases if a taxpayer had an
objectively reasonable belief, given the "surrounding circumstances," that his
property would likely be condemned if he did not sell it. See Tecumseh Corrugated
Box Co. v. Comm'r Internal Revenue, 94 T.C. 360, 376 (1990), aff'd, 932 F.2d 526
(6th Cir. 1991); Maixner v. Comm'r Internal Revenue, 33 T.C. 191, 195 (1959). In
this case the district court determined that Cohen's belief was "not reasonable (or did
not even exist)" because Cohen was not credible and the sequence of events leading

                                         -5-
to the sale of Jefferson Arms suggests that he did not actually fear condemnation and
had requested the city letter merely in order to gain a tax advantage. We conclude
that the district court's findings were not based on an erroneous view of the law.

                                         B.

      Affordable also claims that the district court erred when applying the voluntary
payment doctrine. The doctrine provides that "a person who voluntarily pays money
with full knowledge of all the facts in the case, and in the absence of fraud and
duress, cannot recover it back, though the payment is made without a sufficient
consideration, and under protest." Huch v. Charter Commc'ns, Inc., 290 S.W.3d 721,
726 (Mo. 2009) (internal quotation marks omitted). Affordable contends that it did
not have full knowledge of all the relevant facts before paying the defeasance penalty
because it did not realize that there was a condemnation award exception until one
year after making the payment.

       The district court properly determined that the voluntary payment doctrine
precludes Affordable from recovering on its breach of contract claim. Affordable had
full knowledge of all the relevant facts. Cohen signed the contract and had access to
all of the loan documents, had thirty years of experience with large real estate
investments, and was represented throughout the prepayment transaction by an
attorney who reviewed the loan documents. Moreover, Affordable failed to present
any evidence of fraud or duress. We conclude that the district court did not err in
determining that the voluntary payment doctrine prevents Affordable from recovering
on its breach of contract claim.

      For these reasons the judgment of the district court is affirmed.

                       ______________________________



                                         -6-
