## Facts

- Greater Southwest Office Park, Ltd. borrowed $5,000,000 from Texas Commerce Bank National Association, evidenced by a promissory note secured by a deed of trust on an office park.
- Greater Southwest defaulted on the note.
- The Bank foreclosed under the deed of trust through a nonjudicial trustee’s sale.
- The Bank purchased the property at foreclosure with a bid of $4,847,903.96, equal to the outstanding indebtedness plus sale costs.
- Greater Southwest alleged the bid was “grossly inadequate” compared to fair market value and sued for money damages.
- Greater Southwest did not seek to set aside the foreclosure sale and did not allege defective notice, fraud, collusion, or other procedural noncompliance in conducting the sale.

## Issues

1. Whether a borrower may recover damages solely because the foreclosure sale price is allegedly “grossly inadequate” compared to market value when no fraud, unfairness, or irregularity in the foreclosure process is alleged or proved.
2. Whether Texas law recognizes a wrongful-foreclosure damages claim when the only complaint is the amount of the mortgagee’s successful bid at a properly conducted sale.

## Decision

- The court of appeals affirmed summary judgment for the Bank and dismissal with prejudice.
- The court held that mere inadequacy of consideration, without fraud, unfairness, or irregularity, does not support setting aside a trustee’s sale or recovering damages.
- Because Greater Southwest alleged no defect in the foreclosure process and pursued only an inadequate-price damages theory, it failed to state a cognizable claim under Texas law.

## Legal Principles

- A mortgagor cannot recover damages based solely on an allegedly inadequate price obtained at a nonjudicial foreclosure sale.
- To support relief based on a low foreclosure price, the mortgagor must show a defect, fraud, unfairness, or other irregularity in the foreclosure proceedings that caused or contributed to the inadequate price.
- A foreclosing mortgagee generally has no duty to bid fair market value at a properly conducted trustee’s sale; bidding the debt amount and authorized costs is permissible if the sale complies with the deed of trust and applicable law.

## Conclusion

The court rejected a damages claim premised only on an allegedly low foreclosure bid and reaffirmed that, absent a sale irregularity tied to the price, Texas law does not permit post-foreclosure recovery for “gross inadequacy” of consideration.


Greater Sw. Office Park, Ltd. v. Tex. Commerce Bank Nat’l Ass’n, 786 S.W.2d 386 (Tex. App.—Dallas 1990, writ denied)