                NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
                          File Name: 13a0092n.06

                                        No. 11-4268
                                                                                   FILED
                         UNITED STATES COURT OF APPEALS                         Jan 25, 2013
                              FOR THE SIXTH CIRCUIT                      DEBORAH S. HUNT, Clerk


RENAISSANCE NORTH, LLC,                       )
                                              )
       Plaintiff-Appellant,                   )
                                              )
v.                                            )   ON APPEAL FROM THE UNITED
                                              )   STATES DISTRICT COURT FOR THE
FIFTH THIRD BANK,                             )   SOUTHERN DISTRICT OF OHIO
                                              )
       Defendant-Appellee.                    )




       Before: GUY, DAUGHTREY, and STRANCH, Circuit Judges.


       MARTHA CRAIG DAUGHTREY, Circuit Judge. Invoking the diversity jurisdiction

of the federal courts, plaintiff Renaissance North, LLC, appeals the district court’s grant of

summary judgment to defendant Fifth Third Bank on the plaintiff’s claims of breach of

contract and promissory estoppel. For the reasons ably articulated by the district judge in

her order of October 12, 2011, we affirm.


       Renaissance North sought to develop and construct an independent-living and

assisted-living facility in Springdale, Ohio, and approached Fifth Third Bank in an effort to

secure financing for the project. On February 11, 2008, the bank issued a Summary

Commitment Letter, agreeing to provide Renaissance North with “Up to Twenty Million Two

Hundred Thousand Dollars ($20,200,000),” as long as the plaintiff satisfied numerous
No. 11-4268
Renaissance North LLC v. Fifth Third Bank

“conditions precedent to closing.”                   Included among those was a requirement that

Renaissance North obtain a “Commitment of at least Two Million Five Hundred Thousand

($2,500,000) in Mezzanine Debt1 under terms Acceptable to the Bank.”


         Unfortunately for the plaintiff, the timing of its construction project coincided with the

nation’s financial downturn that began in 2008. At the same time Renaissance North was

attempting to secure outside financing for its envisioned facility, banks and other financial

institutions were constricting their lending practices, despite the infusion of billions of

dollars into the financial industry through programs administered by President George W.

Bush and later by President Barack Obama. Thus, although Fifth Third Bank was willing

to, and did in fact, extend the offer period during which the plaintiff could comply with the

terms of the primary loan agreement, Renaissance North still failed to secure a firm

commitment for the subordinate mezzanine financing from, first, GE Credit Union, then

PRN Capital Trust, Gregel Realty Associates, and, finally, Argosy Real Estate.


         Significantly, however, none of those potential subordinate lenders indicated that

any actions on the part of Fifth Third Bank influenced or precipitated their decisions to

withdraw from financing discussions with Renaissance North.                                         For example, a

representative of the plaintiff testified during his deposition that GE Credit Union ceased

lending negotiations with Renaissance North for reasons unrelated to any action or inaction

         1
           Jeff Gardner, a Fifth Third Bank vice-president who worked with Renaissance North to obtain the necessary
project financing, described “mezzanine debt” to be “like a bank loan, but . . . subordinate to a senior debt loan.” In other
words, mezzanine debt is a second, subordinate loan obtained from a lender other than the bank that serves as the primary
lender.

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No. 11-4268
Renaissance North LLC v. Fifth Third Bank

on the part of Fifth Third Bank. Likewise, PRN Capital Trust declined to provide mezzanine

financing because “their underwriting and their investment profile . . . didn’t match up for

this particular project.”


       An officer with Gregel executed an affidavit that stated unequivocally:


       The reason Gregel declined to provide secondary financing for the
       Renaissance North Project was unrelated to any action or inaction by Fifth
       Third. Gregel’s reason for declining to provide secondary financing for the
       Renaissance North Project was not because of any requirements imposed
       by Fifth Third. Gregel’s reason for declining to provide secondary financing
       for the Renaissance North Project was not because of any delays caused by
       Fifth Third.


Similarly, Andrew Winn, a principal with Argosy Real Estate, stated in a sworn affidavit:


       After reviewing the Renaissance North project again . . ., we have decided
       to pass on the opportunity. As I’m sure you are aware, it has become
       extremely difficult to fund investments in this increasingly slowing and
       uncertain economy. . . . At this time, we are very hesitant to pursue ground
       up development activity, especially in the residential arena or in situations
       such as this where there is a strong dependence on people selling their
       houses to live in such a facility as Renaissance North.


       Justifiably frustrated with its inability to meet one of the conditions precedent to the

obligation of Fifth Third Bank to release over 20 million dollars in financing to the plaintiffs,

Renaissance North ultimately filed suit in federal district court against Fifth Third Bank,

alleging that the bank breached its agreement with the plaintiff or, in the alternative, was

estopped from restricting the release of the funds because of Renaissance North’s

detrimental reliance upon the bank’s alleged promise to provide the requested financing.

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No. 11-4268
Renaissance North LLC v. Fifth Third Bank

As explained by the district court in greater detail, however, Fifth Third Bank cannot be

considered to have breached its contract with the plaintiff because one of the explicit,

written conditions precedent to release of the loaned funds – that the plaintiff obtain a firm

commitment of $2,500,000 in mezzanine financing – was never fulfilled. Additionally,

because the parties entered into an enforceable written contract for provision of the funds

“and merely dispute its terms, scope, or effect,” Ohio law precludes the plaintiff’s reliance

upon the equitable principle of promissory estoppel. See, e.g., O’Neill v. Kemper Ins. Cos.,

497 F.3d 578, 583 (6th Cir. 2007) (internal quotations omitted).


       The district court has meticulously set forth the relevant facts and law in this case

and has properly applied the law to those facts. The issuance of another full written

opinion by this court would, therefore, be duplicative and would serve no useful

precedential purpose. We thus AFFIRM the judgment of the district court upon the

reasoning set forth in its order filed on October 12, 2011.




                                            -4-
