Ohio Supreme Court overturns ruling in JNT Properties v. KeyBank

Posted on December 12, 2012 by Amy Strang

Commercial lenders will be glad to learn the Supreme Court of Ohio recently released a slip opinion overturning the Eighth District Court of Appeals' decision in JNT Properties, LLC v. KeyBank, Nat'l Assoc. and concluding that KeyBank's use of a "365/360" method of interest calculation in a commercial promissory note was not ambiguous.

As previously reported in our July 2011 and January 2012 blog posts, this case concerned KeyBank's use of the 365/360 method of interest calculation. The promissory note at issue set the initial interest rate at 8.93% per annum, but also stated:

The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

The Court of Appeals held on June 30, 2011, that the language describing the 365/360 method could not "be read as clearly evidencing an intent of the parties to alter the ordinary meaning of the term 'per annum,' or as creating an 'annual interest rate' other than the stated rate of 8.93 percent." (The use of the 365/360 method of computation resulted instead in an effective interest rate of 9.05% per annum.)

On appeal by KeyBank, which was supported by an amici curae brief of the American Bankers Association and the Ohio Bankers League, the Supreme Court of Ohio reversed. The Supreme Court found that although the note's payment clause inartfully referred to computation of the "annual interest rate" rather than "annual interest," the imprecision was "not so confusing that a reasonable person would think that the rate set by the note would be calculated using something other than 365/360 method."  The court recognized that the 365/360 method is the most commonly used method of interest calculation in commercial loans and that it was "clear that the term being defined [was] not the annual interest rate but rather the method of computing regular interest payments." 

Although the ultimate result in JNT Properties came out in favor of the lender, lenders should seek experienced legal guidance when crafting interest calculation language to increase the likelihood that they receive the expected yield and avoid unnecessary litigation.

Tags: , , , ,

Update - JNT Properties v. Keybank: Ambiguity in the Calculation of Interest

Posted on January 20, 2012 by Amy Strang

On November 30, 2011, the Supreme Court of Ohio accepted KeyBank's appeal from the judgment in JNT Properties, LLC v. KeyBank, Nat'l Assoc., decided by the Eighth District Court of Appeals in Cuyahoga County, Ohio on June 30, 2011. As our July 2011 blog post, available here, explained, this case hinged on whether KeyBank's use of the "365/360 method" of interest calculation, resulting in an effective interest rate of 9.05% per annum, breached a promissory note pursuant to which JNT Properties had agreed to repay principal together with interest at the rate of 8.93% per annum. The Eighth District Court found that the "365/360 method" used in the case "cannot be read as clearly evidencing an intent of the parties to alter the ordinary meaning of the term 'per annum,' or as creating an 'annual interest rate' other than the stated rate of 8.93 percent."   2011-Ohio-3260, at ¶ 21 (internal quotations omitted). Concluding that genuine issues of material fact remained, the Eighth District Court reversed the trial court's grant of summary judgment in favor of KeyBank.

Since we last reported, KeyBank filed a Notice of Appeal of the case and Memorandum of Jurisdiction with the Supreme Court of Ohio on August 15, 2011. On the same date, the American Bankers Association and the Ohio Bankers League filed a Jurisdictional Memorandum of Amici Curae in support of KeyBank, arguing that the case is one of great public interest and could impact thousands of commercial loan transactions in Ohio. On November 30, 2011, in an entry by Chief Justice Maureen O'Connor, the Supreme Court of Ohio accepted the appeal.

The Supreme Court of Ohio's resolution of this case may prove to be significant, as the decision as it stands creates uncertainty and may possibly render unenforceable the "365/360 method" commonly used in loan documents. Lenders should seek professional guidance on crafting "365/360 method" interest calculation language to ensure they receive their expected yield and avoid costly and unnecessary litigation.

Tags: , , , ,

JNT Properties v. Keybank: Ambiguity In The Calculation Of Interest

Posted on July 21, 2011 by Ken Rathburn

On June 30, 2011, the Eighth District Court of Appeals in Cuyahoga County, Ohio decided the case of JNT Properties, LLC v. KeyBank, Nat'l Assoc., which dealt with the calculation of interest on a commercial loan by what is known as the "365/360 method." The court held that KeyBank's interest calculation method for the loan was unintelligible because although a provision toward the top of the note contained a stated annual interest rate of a certain percentage, that provision was contradicted by another term in the note relating to calculation of interest.  Accordingly, lenders using the common "365/360 method" should ensure that their loan documents clearly and intelligibly describe the calculation of interest.

The case originated when JNT Properties filed a class action against KeyBank, alleging breach of contract based on KeyBank's use of the "365/360 method" for the calculation of interest. The promissory note in question stated that the "Initial Interest Rate" was 8.93%, but then elsewhere in the document stated as follows:

The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ration of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.

By KeyBank's calculation method, this formula resulted in an effective interest rate of approximately 9.05% per annum. After originally landing in the Eight District Court of Appeals in Cuyahoga County, Ohio on a motion to dismiss, the case was remanded back to the trial court. The trial court granted KeyBank's motion for summary judgment, finding that although the "verbal" formula was unintelligible, there was no evidence suggesting that JNT either did not consent to the use of the "365/360 method" or intended the use of some other method.

The Eighth District came to a different conclusion. The Eighth District agreed that the formula was unintelligible, but did not think that the reference to the "365/360 method" was sufficient to stand alone and support KeyBank's interest calculation. Relying on the rule that ambiguities in standardized written contracts between parties of unequal bargaining power should be interpreted strictly against the drafter, the Eighth District instead found that the reference to the "365/360 method" could not be read "as clearly evidencing an intent of the parties to alter the ordinary meaning of the term 'per annum,' or as creating an 'annual interest rate' other than the stated rate of 8.93 percent."

Ultimately, this decision could render unenforceable the "365/360 method" in a number of commonly used loan documents. This case should serve as a warning to all lenders in Ohio. Lenders should seek professional guidance on crafting "365/360 method" language to ensure that they receive their expected yield and avoid costly and unnecessary litigation.
Tags: , , , ,