           IN THE UNITED STATES COURT OF APPEALS
                    FOR THE FIFTH CIRCUIT United States Court of Appeals
                                                   Fifth Circuit

                                                                            FILED
                                                                         December 7, 2007

                                       No. 07-10102                   Charles R. Fulbruge III
                                                                              Clerk

RABO AGRIFINANCE INC, an Iowa Corporation

                                                  Plaintiff - Appellee
v.

TERRA XXI LTD; ROBERT WAYNE VEIGEL; ELLA MARIE WILLIAMS
VEIGEL; VEIGEL FARMS INC; VEIGEL CATTLE COMPANY

                                                  Defendants - Appellants



                   Appeal from the United States District Court
                        for the Northern District of Texas
                              USDC No. 2:05-CV-314


Before REAVLEY, SMITH, and GARZA, Circuit Judges.
PER CURIAM:*
       Terra XXI, Ltd., et al. (collectively, “Terra XXI”) appeal the district court’s
grant of summary judgment to Rabo Agrifinance, Inc.                    Rabo Agrifinance1
brought this diversity suit to collect the unpaid balance on two promissory notes




       *
         Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.
       1
        The suit was actually brought by Rabo AgServices. As a result of a 2006 merger, Rabo
Agrifinance became the successor-in-interest to Rabo AgServices.
                                 No. 07-10102

executed by Terra XXI. For the following reasons, we affirm the district court’s
judgment.
      1.    We review the district court’s grant of summary judgment de novo.
            Texas Indus., Inc. v. Factory Mut. Ins. Co., 486 F.3d 844, 846 (5th
            Cir. 2007). Summary judgment is appropriate if the record shows
            “that there is no genuine issue as to any material fact and that the
            moving party is entitled to a judgment as a matter of law.” FED. R.
            CIV. P. 56(c).
      2.    Terra XXI avers that Rabo Agrifinance does not have standing to
            bring this suit because its injury is not traceable to Terra XXI’s
            actions. Rabo Agrifinance does have standing. Terra XXI, Ltd.’s
            bankruptcy reorganization plan allows a claim by First Ag Credit
            (the owner of the relevant notes, the “Senior Notes,” at the time of
            the bankruptcy) and results in First Ag Credit receiving the full
            amount owed by Terra XXI. It is clear from the plan that the
            obligations under the Senior Notes were preserved, to be repaid
            according to a different schedule. The debt restructured is the debt
            resulting from the two senior promissory notes.          After the
            bankruptcy, in 2004, First Ag Credit assigned to Rabo Agrifinance
            its interest in the notes, which plainly included First Ag Credit’s
            rights under the bankruptcy plan.
      3.    Terra XXI also contends that any cause of action on the Senior
            Notes accrued in August 2000, just prior to Terra XXI’s bankruptcy
            filing. Thus, this suit, filed in December 2005, would be barred by
            Texas’s four year statute of limitations for recovering on a debt.
            Tex. Civ. Prac. & Rem. Code § 16.004(a)(3).
                  Terra XXI’s argument fails because Rabo Agrifinance’s cause
            of action did not accrue until June 20, 2003. If the note or deed of

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trust has an optional acceleration clause, the cause of action does
not accrue until the note holder actually exercises the option to
accelerate. Holy Cross Church of God in Christ v. Wolf, 44 S.W.3d
562, 566 (Tex. 2001). Effective acceleration requires “clear and
unequivocal” notice of intent to accelerate and notice of actual
acceleration. Id.
      Terra XXI asserts that the August 15, 2000 letter from First
Ag Credit’s attorney constituted notice of actual acceleration. The
letter states:
             Demand is hereby made for payment in full to
      First Ag Credit, FCS of the unpaid balance of the June
      1, 2000 semi-annual installment referenced above, plus
      the amount of any other unpaid advances made by First
      Ag Credit, FCS pursuant to the Deed of Trust, plus the
      collection costs incurred by First Ag Credit, FCS in
      connection with this matter . . . .
             In the event that on or before 10:00 a.m.,
      Lubbock, Texas local time, on September 4, 2000, the
      above-demanded sum is not paid to First Ag Credit,
      FCS . . . then the entire unpaid principal balance of the
      Indebtedness, together with the accrued and earned but
      unpaid interest owing thereon, will be accelerated and
      will be fully due and payable. In addition, if the
      Indebtedness is accelerated as set forth above, First Ag
      Credit, FCS will institute collection proceedings under
      its loan documents . . . .

(emphasis added).    Actual acceleration means that the loan is
matured and the entire debt is due at that time. Terra XXI claims
that “unpaid balance . . . plus the amount of any other unpaid
advances made by First Ag Credit” means the entire debt was due
because the only “other unpaid advance[]” was the rest of the loan.
      Read in the context of the entire letter, Terra XXI’s
interpretation is unreasonable. If First Ag Credit were actually

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     accelerating the loan, one would expect it to use the term
     “acceleration.” Texas law requires that actual acceleration be made
     in a “clear and unequivocal” statement, which this statement is not.
     Additionally, the second paragraph makes clear that actual
     acceleration is conditioned upon failure to cure the default by
     September 4, 2000. Of course, actual acceleration never occurred on
     September 4, 2000 because Terra XXI, Ltd. filed for bankruptcy and
     the automatic stay prevented acceleration. Acceleration did occur,
     however, on June 20, 2003, rendering this suit, filed in December
     2005, well within the four-year statute of limitations.
4.   Terra XXI also asserts that it constitutes double recovery to allow
     Rabo Agrifinance to recover on the Senior Notes, as well as to allow
     its wholly-owned subsidiary, Ag Acceptance Corp., to own, as a
     result of the “Junior Note” foreclosure auction, the Texas properties
     also securing the Senior Notes. Defendants claim that through
     “creative corporate structuring” Rabo Agrifinance is attempting to
     make Terra XXI pay twice for the notes secured by the Texas
     property. This argument fails.
           In Texas, the “one satisfaction rule provides that a party
     which suffers but one injury can recover only one satisfaction for
     damages arising from that injury.” El Paso Natural Gas Co. v.
     Berryman, 858 S.W.2d 362, 364 (Tex. 1993). Here, there are two
     separate injuries: the default on the Junior Notes and the default on
     the Senior Notes. Even if we do not recognize the creative corporate
     structuring that renders Ag Acceptance Corp. a separate corporate
     entity, the foreclosure on, and auction of, the Texas properties was
     in order to satisfy the damages resulting from default on the Junior
     Notes.   This suit and the district court’s judgment satisfy the

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                             No. 07-10102

        damages resulting from default on the Senior Notes. Furthermore,
        Rabo Agrifinance paid approximately $3 million to acquire the
        Senior Notes. Thus, the district court’s judgment covers the cost of
        purchasing the Senior Notes from First Ag Credit and does not go
        toward covering the deficiency from the Junior Note foreclosure.
AFFIRMED.




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