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5th Circuit Affirms Summary Judgment for Origin Bank in Vendor Dispute

The U.S. Court of Appeals for the Fifth Circuit affirmed a district court's summary judgment in favor of Origin Bancorp in a case where Salt and Light Energy Equipment alleged the bank interfered with customer relationships. The energy equipment company had sued its lender for allegedly causing a customer to terminate their vendor relationship.

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4 min readcourtlistener
Seal of the Fifth Circuit Court of Appeals

Case Information

Case No.:
25-10381

Key Takeaways

  • Fifth Circuit affirmed summary judgment for Origin Bancorp against Salt and Light Energy Equipment
  • Energy company unsuccessfully claimed bank interfered with customer relationships
  • Court rejected argument that security agreement waived federal court jurisdiction
  • Origin Bank's counterclaim to collect loan balance was successful

The U.S. Court of Appeals for the Fifth Circuit affirmed a summary judgment in favor of Origin Bancorp in a dispute with Salt and Light Energy Equipment L.L.C. over alleged interference with customer relationships. The case, decided Jan. 8, involved claims that the bank caused one of the energy company's customers to terminate their vendor agreement.

Salt and Light Energy Equipment sued its lender, Origin Bancorp, Inc., doing business as Origin Bank, alleging the financial institution interfered with its business relationships. According to court documents, Salt and Light claimed Origin caused one of its customers to terminate the energy equipment company as a vendor. Origin responded by filing a counterclaim seeking to collect the outstanding balance on a loan extended to Salt and Light.

The Fifth Circuit panel, consisting of Circuit Judges Southwick, Higginson, and Douglas, issued a brief per curiam opinion affirming the lower court's decision. The appeals court found that the U.S. District Court for the Northern District of Texas correctly granted summary judgment in favor of Origin Bank on all claims.

A key procedural issue addressed by the appeals court involved Salt and Light's attempt to have the case remanded to state court. The energy equipment company argued that both parties had waived their rights to remove the case to federal court through specific language contained in their security agreement. Salt and Light contended this language effectively granted it a "first-mover's right" to choose the appropriate forum within Dallas County, suggesting the case belonged in state rather than federal court.

The Fifth Circuit rejected this argument, finding that any purported waiver was not "clear and unequivocal" as required under federal law. The court cited *City of New Orleans v. Municipal Administrative Services, Inc.* in support of its conclusion that the waiver language in the security agreement did not meet the stringent standards necessary to prevent federal court jurisdiction.

The underlying dispute appears to stem from the business relationship between Salt and Light and Origin Bank, where the energy equipment company served as both a borrower and a business seeking to maintain vendor relationships with its customers. The case highlights the complex dynamics that can arise when lenders and borrowers have disputes that potentially affect the borrower's other business relationships.

While the court documents available do not detail the specific nature of Salt and Light's allegations against Origin, the case suggests the energy company believed the bank took actions that directly led to the loss of a customer relationship. Such claims often involve allegations of tortious interference with business relationships, where one party allegedly improperly causes another party to breach or terminate a contract with a third party.

Origin's successful counterclaim to collect on the loan balance indicates the bank was able to demonstrate Salt and Light owed money under their lending agreement. The summary judgment in Origin's favor suggests the court found insufficient evidence to support Salt and Light's claims of improper interference while finding the bank's collection efforts were justified.

The case was originally filed in the Northern District of Texas under case number 3:22-CV-654, indicating the litigation began in 2022. The multi-year timeframe from filing to appellate resolution demonstrates the complexity of the underlying business dispute and the various procedural and substantive issues that required court resolution.

The Fifth Circuit's decision to issue an unpublished per curiam opinion suggests the panel viewed the case as presenting relatively straightforward legal issues that did not require extensive analysis or precedential value. Under Fifth Circuit Rule 47.5, unpublished opinions are not designated for publication, typically indicating the court considers the decision to involve routine application of established legal principles.

For businesses involved in lending relationships, the case serves as a reminder that contractual language regarding forum selection and federal court jurisdiction must be extremely clear to be effective. The court's finding that the parties' security agreement did not contain sufficiently unequivocal waiver language demonstrates the high bar courts apply when determining whether parties have validly agreed to limit their access to federal courts.

The decision also illustrates how commercial disputes between lenders and borrowers can involve multiple claims and counterclaims, with banks often seeking to recover outstanding debts while borrowers may allege various forms of improper conduct by their lenders. In this case, Origin Bank's ability to obtain summary judgment on both the dismissal of claims against it and its own collection efforts represents a complete victory for the financial institution.

The affirmance by the Fifth Circuit concludes the appellate process for this dispute, with Salt and Light Energy Equipment unsuccessful in its challenge to the lower court's decision. The case provides guidance for future disputes involving similar fact patterns where borrowers allege lender interference with business relationships while lenders seek to collect on outstanding obligations.

Topics

breach of contractgood faith dutyfederal court jurisdictionsummary judgmentloan collectionvendor termination

Original Source: courtlistener

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