Monroe Street Properties, Inc. v. Carpenter

Monroe Street Properties (plaintiff) agreed to sell ten first mortgages to Western Equities, represented by trustee Orville Carpenter (defendant), in exchange for Western common stock, with an escrow agreement requiring the exchange to occur once Western listed and delivered its stock. Western listed its stock as required but never deposited it into escrow or delivered it to Monroe; Monroe, for its part, deposited mortgages into escrow that were subject to burdensome encumbrances it was financially unable to clear without first receiving Western's stock to pledge as security. After depositing the encumbered mortgages, Monroe demanded Western's stock, and when Western refused, Monroe sued for breach; the district court granted Carpenter summary judgment, and Monroe appealed.