{ "id": 3656289, "name": "NATIONAL HOME CENTERS, INC. v. FIRST ARKANSAS VALLEY BANK", "name_abbreviation": "National Home Centers, Inc. v. First Arkansas Valley Bank", "decision_date": "2006-06-15", "docket_number": "05-1184", "first_page": "522", "last_page": "526", "citations": [ { "type": "official", "cite": "366 Ark. 522" }, { "type": "parallel", "cite": "237 S.W.3d 60" } ], "court": { "name_abbreviation": "Ark.", "id": 8808, "name": "Arkansas Supreme Court" }, "jurisdiction": { "id": 34, "name_long": "Arkansas", "name": "Ark." }, "cites_to": [ { "cite": "27 S.W.2d 1008", "category": "reporters:state_regional", "reporter": "S.W.2d", "year": 1930, "opinion_index": 0 }, { "cite": "181 Ark. 798", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 8725416 ], "year": 1930, "opinion_index": 0, "case_paths": [ "/ark/181/0798-01" ] }, { "cite": "366 Ark. 527", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 3655257 ], "weight": 2, "year": 2006, "pin_cites": [ { "parenthetical": "holding that this court lacked jurisdiction where the appellant failed to file a timely notice of appeal from the order confirming sale" }, { "parenthetical": "holding that this court lacked jurisdiction where the appellant failed to file a timely notice of appeal from the order confirming sale" } ], "opinion_index": 0, "case_paths": [ "/ark/366/0527-01" ] }, { "cite": "197 Ark. 1094", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 8725609 ], "weight": 2, "year": 1939, "opinion_index": 0, "case_paths": [ "/ark/197/1094-01" ] }, { "cite": "333 Ark. 460", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 703850 ], "weight": 2, "year": 1998, "pin_cites": [ { "parenthetical": "emphasis added" }, { "parenthetical": "emphasis added" } ], "opinion_index": 0, "case_paths": [ "/ark/333/0460-01" ] }, { "cite": "339 Ark. 200", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 130713 ], "weight": 2, "year": 1999, "opinion_index": 0, "case_paths": [ "/ark/339/0200-01" ] }, { "cite": "358 Ark. 107", "category": "reporters:state", "reporter": "Ark.", "case_ids": [ 8451601 ], "weight": 2, "year": 2004, "opinion_index": 0, "case_paths": [ "/ark/358/0107-01" ] }, { "cite": "Ark. Code Ann. \u00a7 18-12-207", "category": "laws:leg_statute", "reporter": "Ark. Code Ann.", "year": 2003, "opinion_index": 0 } ], "analysis": { "cardinality": 464, "char_count": 8918, "ocr_confidence": 0.778, "pagerank": { "raw": 8.041572693261285e-08, "percentile": 0.4658993632447297 }, "sha256": "2a0ccfd83c2e1d367c03afd0527b36b881289d82959f537bba45c71172de4aa3", "simhash": "1:976e5f363d2222c0", "word_count": 1449 }, "last_updated": "2023-07-14T19:04:10.654271+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "NATIONAL HOME CENTERS, INC. v. FIRST ARKANSAS VALLEY BANK" ], "opinions": [ { "text": "Tom Glaze, Justice.\nFirst Arkansas Valley Bank (FAVB) extended a construction loan to LTL&M Land Company, Inc. (LTL&M). In return, Ted Alexander, the president and sole shareholder of LTL&M, signed a promissory note on the loan. In addition, Alexander executed a mortgage on a piece of property owned by LTL&M called Angel Acres. The signature on the promissory note indicated that Alexander was signing in his capacity as president of LTL&M. The signature on the mortgage did not include an acknowledgment that Alexander was acting on behalf of LTL&M. LTL&M was listed as the borrower on the mortgage; however, Alexander was listed as the grantor.\nNational Home Centers, Inc. (\u201cNational\u201d) sold and delivered materials to Alexander \u2014 doing business as Alexander Enterprises Inc. \u2014 for the construction of a single family dwelling on Angel Acres. National never received payment for its materials and was forced to file a materialman\u2019s lien on Angel Acres in the amount of $15,015.36. LTL&M, the undisputed owner of Angel Acres, was not listed on the lien.\nOn November 12, 2004, FAVB filed a foreclosure complaint naming LTL&M and National as parties. National answered the claim and denied that FAVB had a superior claim. In addition, National filed a cross-claim in an effort to foreclose on its materialman\u2019s lien.\nOn May 25, 2005, the trial court entered its \u201cFindings of Fact and Conclusions of Law\u201d and concluded that FAVB\u2019s mortgage and National\u2019s lien were both valid. The trial court also held that FAVB\u2019s mortgage was first in time and, therefore, superior to National\u2019s lien. That same day, the trial court entered a foreclosure decree against LTL&M awarding judgment to FAVB for $66,834.32 and to National for $16,515.36. The decree provided that Angel Acres was to be sold and the proceeds paid first to FAVB, then to National.\nOn June 17, 2005, after notice was published in the local newspaper, the property was sold at auction; the winning bidder was FAVB. Subsequent to the sale, on June 24, 2005, National filed a notice of appeal from the trial court\u2019s foreclosure decree. The notice of appeal was not accompanied by a motion to stay the sale or by a supersedeas bond. Also on June 24, 2005, a \u201cReport of Sale\u201d was filed by FAVB, followed, by an \u201cOrder Confirming Sale\u201d filed on June 28, 2005. FAVB did not send a copy of the \u201cReport of Sale\u201d or the \u201cOrder Confirming Sale\u201d to National.\nOn July 25, 2005, FAVB filed a motion to dismiss National\u2019s appeal, claiming that the sale of the property made the appeal moot. In response, National filed a motion to set aside the foreclosure sale based on lack of service and notice. The trial court denied both motions.\nFor its first point on appeal, National argues that the trial court erred in upholding the validity of FAVB\u2019s mortgage and finding that the mortgage was superior to National\u2019s materialman\u2019s lien. In support of this position, National claims that FAVB\u2019s mortgage is invalid because it was executed solely by Alexander, who did not include the proper acknowledgment.\nArk. Code Ann. \u00a7 18-12-207 (Repl. 2003) provides that for all mortgages executed by corporations, the form of acknowledgment shall be as follows:\nState of.............................................................\nCounty of.........................................................\nOn this..........day of.........., 19..., before me,.........., a Notary Public, (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named .......... and ........... (being the person or persons authorized by said corporation to execute such instrument, stating their respective capacities in that behalf), to me personally well known, who stated that they were the .......... and .......... of the .........., a corporation, and were duly authorized in their respective capacities to execute the foregoing instruments for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.\nIN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this..........day of...........19....\nThat all deeds or instruments affecting or purporting to affect the title to land executed in the above and foregoing form shall be good and sufficient.\nAs noted above, the mortgage in question did not indicate that Alexander was signing on behalf of the corporation, nor did it contain an acknowledgment that complied with section 18-12-207. Based on Alexander\u2019s failure to follow section 18-12-207, National argues that it was unclear whether Alexander was signing the mortgage in his individual capacity or on behalf of LTL&M. As a result, National contends that FAVB\u2019s mortgage is invalid and National\u2019s lien must prevail. We disagree.\nThe following facts conclusively show that Alexander was acting on behalf of LTL&M when he signed the mortgage with FAVB. First, in exchange for the mortgage, LTL&M received a construction loan for $75,129.50 indicating that the transaction was clearly for LTL&M\u2019s benefit; second, LTL&M is specifically listed on the mortgage as the borrower; third, the promissory note, which was executed on the same day as the mortgage, is signed by Alexander in his capacity as president of LTL&M; and finally, as president and sole shareholder of LTL&M, Alexander clearly had the authority to enter into the mortgage on the corporation\u2019s behalf.\nWe recognize that section 18-12-207 provides an acknowledgment template that is to be used on all mortgages executed on behalf of a corporation. However, to invalidate FAVB\u2019s otherwise satisfactory mortgage based on the absence of a precise acknowledgment is illogical. This court will not interpret a statute to yield an absurd result that defies common sense. See Nucor Corp. v. Kilman, 358 Ark. 107, 186 S.W.3d 720 (2004); Green v. Mills, 339 Ark. 200, 4 S.W.3d 493 (1999). Given these facts, we hold that the trial court properly found that Alexander acted in his capacity as president of LTL&M when he entered into the mortgage with FAVB. As a result, we affirm the trial court\u2019s finding that FAVB\u2019s mortgage is valid and superior to National\u2019s lien.\nFor its second point on appeal, National contends that the trial court erred in failing to set aside the foreclosure sale. Specifically, National argues that it did not receive proper notice of the foreclosure decree, the foreclosure sale, the report of sale, or the order confirming the sale. For these reasons, National asks that the sale be set aside. We lack jurisdiction to reach the merits of this argument.\nAs previously noted, National filed a notice of appeal from the trial court\u2019s foreclosure decree. Following this decree, the sale was conducted, the report of sale was filed, and the trial court entered an order confirming sale. However, although National filed a motion to set aside the foreclosure sale, it never filed a notice of appeal from the order confirming sale.\nThis court has held that a sale may only be set aside before confirmation for a legitimate reason such as fraud, gross inadequacy in the sale price, irregularity in the circumstances surrounding the sale, impingement of the rights of the parties participating in the sale, or harm that may result on confirmation. See Dellinger v. First Nat\u2019l Bank of Russellville, 333 Ark. 460, 970 S.W.2d 223 (1998) (emphasis added). Moreover, a confirmation of a judicial sale is a final decree from which an appeal may be prosecuted. Clarke v. Federal Land Bank of St. Louis, 197 Ark. 1094, 126 S.W.2d 601 (1939). Accordingly, in order to challenge the notice requirements surrounding the foreclosure sale, National was required to file a notice of appeal from the order confirming sale; National failed in this respect. As a result, this court lacks jurisdiction to hear National\u2019s claim and the trial court\u2019s order confirming sale must stand. See also Seay v. C.A.R. Transportation Co., 366 Ark. 527, 237 S.W.3d 48 (2006) (holding that this court lacked jurisdiction where the appellant failed to file a timely notice of appeal from the order confirming sale).\nAffirmed.\nNo Arkansas case has cited to this statute since 1930. See Fidelity & Deposit Co. of Maryland v. Rieff, 181 Ark. 798, 27 S.W.2d 1008 (1930).\nIn light of this decision, we find that FAVB\u2019s cross-appeal, in which it argues that the trial court erred in failing to dismiss National\u2019s motion to set aside the foreclosure decree, is moot.", "type": "majority", "author": "Tom Glaze, Justice." } ], "attorneys": [ "Laws & Murdoch, P.A., by: Allen Laws, for appellant.", "Joel Taylor, P.A., by: Joel Taylor, for appellee." ], "corrections": "", "head_matter": "NATIONAL HOME CENTERS, INC. v. FIRST ARKANSAS VALLEY BANK\n05-1184\n237 S.W.3d 60\nSupreme Court of Arkansas\nOpinion delivered June 15, 2006\nLaws & Murdoch, P.A., by: Allen Laws, for appellant.\nJoel Taylor, P.A., by: Joel Taylor, for appellee." }, "file_name": "0522-01", "first_page_order": 546, "last_page_order": 550 }