## Facts

- Towson Associates Limited Partnership and its general partner, Cornelius M. Whalen, developed a 28‑story condominium project in Towson, Maryland, known as the Towson Center, with roughly 240 units; Robert Whalen Co., Inc. served as the project’s general contractor.
- In February 1973, Ford Motor Credit Company (Ford Credit) issued a written commitment to provide $9,750,000 in permanent (“take‑out”) financing for two years after the project’s completion so units could be sold during the permanent-loan period.
- As consideration for the commitment, Towson Associates paid Ford Credit an upfront fee of $195,000 and agreed to pay a 1% release fee as individual condominium units were sold and released from the loan.
- The commitment made Ford Credit’s funding obligation subject to a condition precedent requiring the building to be “completed” by the commitment’s expiration date.
- The original expiration date was March 1, 1975; by amendment, the parties extended the expiration date to September 1, 1975 in exchange for an additional $48,750 paid by Towson Associates.
- The project also involved interim construction financing from another lender (referenced in the litigation in connection with claimed assignments and “real party in interest” arguments).
- By the scheduled closing period, the borrowers contended the project was completed in the manner required by the commitment and relied in part on an architect’s certificate of completion contemplated by the transaction documents.
- Ford Credit refused to close and fund, taking the position that “completed” required 100% completion by the deadline and that outstanding items meant the condition precedent was not satisfied, causing the commitment to expire by its terms.
- The borrowers sued Ford Credit for breach of the loan commitment. Ford Credit moved for summary judgment, arguing (among other points) lack of standing and expiration due to nonfulfillment of the completion condition precedent. The borrowers filed a cross‑motion for summary judgment, arguing Ford Credit was bound to fund once the architect’s certificate issued.

## Issues

1. Whether the plaintiffs had standing (and were proper parties) to sue Ford Credit for breach of the loan commitment despite Ford Credit’s arguments based on assignment or the involvement of the interim construction lender.
2. Whether Ford Credit was entitled to summary judgment on the ground that the commitment expired because the building was not “completed” by the extended expiration date, so the condition precedent to funding was not met.
3. Whether the plaintiffs were entitled to summary judgment on the ground that issuance of the required architect’s certificate of completion obligated Ford Credit to close and fund as a matter of law.

## Decision

- The court denied Ford Credit’s motion for summary judgment.
- The court held the plaintiffs had standing to pursue the breach-of-contract claim on the loan commitment notwithstanding Ford Credit’s arguments tied to financing arrangements and asserted assignments.
- The court held summary judgment was not appropriate on Ford Credit’s expiration/condition-precedent theory because the meaning of “completion” under the commitment and the state of completion by the deadline presented genuine disputes of material fact.
- The court denied the plaintiffs’ cross‑motion for summary judgment, concluding the architect’s certificate and related evidence did not, on this record, establish Ford Credit’s duty to fund as a matter of law.
- Result: both motions for summary judgment were denied, leaving the dispute for trial.

## Legal Principles

- Summary judgment is denied when the record permits competing reasonable views on material facts or when contract meaning depends on disputed facts; the moving party must show there is no genuine dispute and that it is entitled to judgment as a matter of law.
- A contracting borrower who paid consideration for a loan commitment may have standing to sue the commitment lender for breach even if other financing participants (such as an interim lender) are involved and even if assignment questions exist that do not clearly eliminate the borrower’s enforceable interest.
- When a loan commitment conditions funding on timely “completion,” whether the condition precedent was satisfied can depend on the parties’ intent and the practical meaning of “completion” in the transaction, making it unsuitable for summary resolution if the evidence is contested.
- An architect’s certificate of completion may be strong evidence on the “completion” question, but it is not automatically conclusive on summary judgment if the parties dispute what the certificate was meant to prove or whether remaining work prevented satisfaction of the condition.

## Conclusion

Whalen v. Ford Motor Credit Co. concerns a take‑out financing commitment for a large condominium project where Ford Credit refused to fund at closing, claiming the building was not fully completed by the commitment deadline and that the commitment therefore expired. The district court held the plaintiffs could sue on the commitment but denied summary judgment to both sides because fact disputes remained about what “completion” required under the agreement and whether the architect’s certificate established satisfaction of the condition precedent as a matter of law.


Whalen v. Ford Motor Credit Co., 475 F. Supp. 537 (1979)