Appellants' Reply Brief — Cross River Bank v. Three Bea's Assisted Living (USCA4 No. 23-2271)

Summary

Appellants' Reply Brief, Document 20-1 filed 03/07/2024 in USCA4 Appeal No. 23-2271, Cross River Bank, Plaintiff-Appellee, against Three Bea's Assisted Living, LLC and Connie Stewart, Defendants-Appellants, on appeal from the United States District Court for the District of Maryland at Greenbelt in Case No. 8:21-CV-03210-TJS. The brief argues that the trial court erred in failing to consider the evidence in a light favorable to Appellants. It states that Three Bea's applied for a paycheck protection loan on April 30, 2020 and that Connie Stewart signed the Note as the company's representative. Appellants ask the Court to reverse the ruling on summary judgment on the personal liability of Connie Stewart and remand for trial on this issue.

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“Appellants' Reply Brief — Cross River Bank v. Three Bea's Assisted Living (USCA4 No. 23-2271).” Original at archive.org. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/gov-uscourts-ca4-173564-20-1-fdf0bece21/, SHA-256 4d5d5867715fa019667c94eba3f0ab01438ee1bab4bc5526c7647edf34962b17.

Full text

USCA4 Appeal: 23-2271 Doc: 20-1 Filed: 03/07/2024 Pg: 1 of 5

NO. 23-2271

for the

CROSS RIVER BANK, a New Jersey Business Entity

Plaintiff-Appellee,

-v-

3 BEA S ASSISTED LIVING LLC, a/k/a Three Bea s Assisted Living,
a Maryland Limited Liability Company; CONNIE STEWART;
DAVID STEWART, JR.

Defendants-Appellants,

ON APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF MARYLAND AT GREENBELT IN CASE NO. 8:21-CV-03210-TJS,
TIMOTHY J. SULLIVAN, U.S. MAGISTRATE JUDGE

APPELLANTS REPLY BRIEF

JOHNATHAN LERNER, ESQ. RICHARD BRUCE BARDOS, OF COUNSEL
STARR, GERN, DAVISON & RUBIN P.C. SCHULMAN, HERSHFIELD & GILDEN, P. A.
105 Eisenhower Parkway 1 East Pratt Street, Suite 904
Roseland, New Jersey 07068 Baltimore, Maryland 21202
(973) 403-9200 (410) 332-0850
jlerner@starrgern.com rbardos@shg-legal.com

Attorneys for Plaintiff-Appellee Attorneys for Defendants-Appellants
USCA4 Appeal: 23-2271 Doc: 20-1 Filed: 03/07/2024 Pg: 2 of 5

TABLE OF CONTENTS

ARGUMENT ............................................................................... 1

I. THE TRIAL COURT ERRED IN FAILING TO CONSIDER
THE EVIDENCE IN A LIGHT IN ANY WAY FAVORABLE TO
APPELLANTS AND SIMPLY ADOPTED THE CLAIMS OF
APPELLEE TO DISREARD THE PLAIN EVIDENCE BEFORE
IT .......……………………………………………….......….......1

CONCLUSION ..................................................…........…........ 5

ARGUMENT

I. THE TRIAL COURT ERRED IN FAILING TO CONSIDER
THE EVIDENCE IN A LIGHT IN ANY WAY FAVORABLE TO
APPELLANTS AND SIMPLY ADOPTED THE CLAIMS OF
APPELLEE TO DISREARD THE PLAIN EVIDENCE BEFORE
IT

On April 30, 2020, Appellant Three Bea’s Assisted Living, LLC,

(Three Bea’s) applied for a paycheck protection loan. JA 110-113. Appellant

Connie Stewart, as owner of Three Bea’s, completed the forms on behalf of

the company. JA 111. The loan documents were drafted entirely by Appellee

Cross River Bank. The Borrower Application Form shows the borrower as an

LLC, lists the business’s legal name and address and identifies Stewart as the

“owner” of Three Bea’s. JA 110. The application filed by Stewart on behalf

of Three Bea’s indicates that Three Bea’s has eight employees, reflects an

accurate average monthly payroll of $8272.00 and therefore seeks a loan of

$20,860.00. 1 Id. The sole applicant on the forms is Three Bea’s. The

1
Despite this request in writing, Appellee granted a loan in the amount
USCA4 Appeal: 23-2271 Doc: 20-1 Filed: 03/07/2024 Pg: 3 of 5

signature line on the application form states it is signed by Stewart as

“Authorized Representative of Applicant.” Stewart does not sign as an

individual. Consistent with this application, Stewart was the only signator to

the loan Note, and signed as Three Bea’s representative.

Appellee’s brief asks this Court to ignore all of these facts and consider

but one document in a vacuum - the Note prepared by Appellee.

Consideration of even that document, however, shows that Ms. Stewart never

signed as an individual obligated to pay a $1,700,000 loan. Rather than

attempt to describe the signature line from the Note, as both parties have done,

it is provided here as a direct photograph:

JA 127. Despite the plan language of this signature line showing that the

Borrower, as typed in by Appellee, is “Three Bea’s Assisted Living” and

docusigned “By” Ms. Stewart, the lower court ruled as a matter of law that the

of “$1706117”.
USCA4 Appeal: 23-2271 Doc: 20-1 Filed: 03/07/2024 Pg: 4 of 5

only reasonable conclusion is that Stewart signed individually. In reaching

this conclusion, the court either misread the signature page or disregarded it

entirely. In either case, the court erred.

Further, the form presents the opportunity for more than one entity to

sign, “each individual or entity” and only one entity signed the document.

The only way for a corporation to sign an agreement is through its human

beings; Ms. Stewart’s signature is only as a representative of Three Bea’s -

there is no other way for the company to sign the document. Had the bank

intended for two entities to be liable on the Note, Three Bea’s and Ms.

Stewart, the Bank would have provided two signature lines. Instead, there is

but one.

As this Court is well aware, the standard for the lower court was to

view this evidence, in fact all of the evidence, in a light most favorable to Ms.

Stewart as the non-moving party and must afford the non-movant all

reasonable inferences. Here, the lower court adopted only how the bank

chose to interpret this document and failed to consider it in any light favorable

to Ms. Stewart, let alone a most favorable light. The lower court abused its

power in a summary judgment matter and must be reversed.2

CONCLUSION

2
This short reply brief is intended to address only the most critical aspect
of Appellee’s brief. Other Appellee arguments are addressed in Appellants’
opening brief and Appellants doe not agree with or waive their right to
challenge Appellee’s arguments. In addition, Appellee argues that Appellant
disagrees with the lower court’s decision, which is axiomatic, and that
Maryland law precluding individual liablity does not apply where a person
signs as an individual. Again, that assertion is correct but does not apply here
because Ms. Stewart in fact signed only as a representative of her company.
USCA4 Appeal: 23-2271 Doc: 20-1 Filed: 03/07/2024 Pg: 5 of 5

For all of the reasons stated herein, Appellants respectfully request that

the Court reverse the lower Court’s ruling on summary judgment on the issue

of personal liability of Appellant Connie Stewart and remand the case for trial

on this issue.

Respectfully submitted,

_______/s/__________________
/s/ Richard Bardos
Richard Bardos, Of Counsel
Schulman, Hershfield & Gilden,
P.A.
1 East Pratt Street, 9th Floor
Baltimore, Maryland 21202
(410) 332 0850
Counsel for Appellants

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