CERRUTI v. BANK OF ODESSA (2026)

Bank of Odessa appeals from a judgment voiding a 2008 Deed of Trust and denying its reformation. The Bank raises nine points on appeal, asserting that the trial court erred because (1) invalidating the Deed of Trust is inconsistent with the court's proper exercise of its equitable powers; (2) the grantor designation is not defective under § 456.1-113;¹ (3) the court failed to apply rules governing grantor identification and give effect to the parties’ intent; (4) the Deed of Trust represents a valid conveyance with no evidence of fraud, duress, or mistake; (5) the Deed of Trust could be reformed because the evidence showed a preexisting agreement, a scrivener's mistake, and mutuality of mistake; (6) the Deed of Trust could be reformed because clear and convincing evidence indicated the parties’ intent; (7) the Bank committed a mistake of law in identifying a trust as the grantor in the Deed of Trust and relief should have been granted; (8) misidentification of the grantor in the Deed of Trust is a mistake of fact and relief should have been granted; and (9) judicial estoppel prevented a challenge to the legal effect of the grantor designation. We affirm.

Background 2

This case has a long history involving several claims, cross-claims, and counterclaims against multiple parties. For purposes of this appeal, which raises fairly narrow legal issues, we endeavor to include only those facts necessary for a full understanding and evaluation of the issues presented.

Dennis Hess and Lena Hayes ³ were married on December 10, 2005. For estate planning purposes, Lena executed the Lena M. Hayes-Hess Revocable Trust Indenture, dated June 27, 2008 (the Trust).⁴ That same day, Dennis and Lena executed quitclaim deeds transferring the following properties, among others, to the Trust:

TRACT I: LOTS 5 AND 6, BLOCK 4, LOWELL PLACE AND THE NORTH 30 FEET OF VACATED CYPRESS STREET, LYING ADJACENT TO AND IMMEDIATELY SOUTH OF LOT 5, BLOCK 4, LOWELL PLACE, A SUBDIVISION OF LAND IN NORTH KANSAS CITY, CLAY COUNTY, MISSOURI.

TRACT II: LOTS 3 AND 4, BLOCK 4, LOWELL PLACE, AND NORTH 30 FEET OF VACATED CYPRESS STREET, LYING ADJACENT TO AND IMMEDIATELY SOUTH OF LOT 4, LOWELL PLACE, A SUBDIVISION OF LAND IN NORTH KANSAS CITY, CLAY COUNTY, MISSOURI.

(collectively, the Denim Property).

On or about October 21, 2008, the Bank entered into a promissory note with Dennis and Lena personally to lend them $345,000 (the Note). The Note was secured by the Deed of Trust which purported to grant the Bank a security interest in the Denim Property. The Deed of Trust identified the Trust as Grantor and the Bank as Grantee, and the Deed of Trust was signed by Lena as Trustee of the Trust.⁵

Twice, once in 2012 and again in 2014, Lena and the Bank agreed to extend the maturity date of the Note. Lena died on April 28, 2015. Following Lena's death, Dennis's daughter Michelle Cerruti was appointed Successor Trustee of the Trust. Eventually, the Bank commenced foreclosure proceedings against the Denim Property because the Note remained unpaid.

Subsequently, Cerruti, among others, filed a petition for damages and equitable relief against several parties, including the Bank. The fourth amendment of that petition, which was filed June 24, 2017, is the operative pleading for purposes of this appeal. In Count VI of the fourth amended petition, Cerruti sought a judgment declaring (1) the Deed of Trust to be void and (2) Cerruti, in her capacity as Trustee of the Trust, to be the sole owner of the Denim Property free and clear of the Deed of Trust. In support, Cerruti alleged that the Deed of Trust is void because (1) Missouri law prohibits a trust from being the grantor of a deed; (2) the spendthrift clause of the Trust prohibits the Trustee from pledging Trust property to secure personal loans of a beneficiary, thus the Trustee lacked authority to sign the Deed of Trust; (3) pursuant to § 456.5-507, Trust property is not subject to the personal obligations of the Trustee, thus the Trustee lacked authority to sign the Deed of Trust; and (4) the Deed of Trust violated an agreement between Dennis and Lena ⁶ to create mutual wills and revocable trusts in that draining the equity of Trust property would permit an alternate testamentary distribution of that equity.

On August 1, 2017, the Bank filed a counterclaim for reformation. The Bank argued that, if the Deed of Trust is rendered void by designation of the Trust as Grantor, that designation was the result of mutual mistake and equity demands that the court allow Lena in her capacity as Trustee to be designated as Grantor.

On April 22, 2019, a bench trial was held on, among other claims, Count VI of the fourth amended petition and the Bank's counterclaim for reformation. The former Executive Vice President of the Bank was the only witness to testify. According to his testimony, the Bank was approached by Dennis and Lena regarding a loan, and the parties agreed that the loan would be secured by the Deed of Trust encumbering the Denim Property. The Executive VP acknowledged that the Trust is identified as Grantor on the Deed of Trust.

The Executive VP further testified that a loan secretary at the Bank prepared the loan documents, including the Deed of Trust, and the Executive VP reviewed the Deed of Trust for accuracy before it was signed. The title commitment policy for the Denim Property required the Bank to obtain and examine a copy of the Trust, but the Executive VP reviewed only portions of the Trust. Following the loan closure, no one attempted to correct the grantor designation on the Deed of Trust. According to the Executive VP, the Bank “had no knowledge of needing a correction.” The Note was extended twice, but never paid off, and the Bank was unable to foreclose on its security interest.

During his closing argument, counsel for Cerruti articulated all the grounds for voiding the Deed of Trust set out in Count VI. Cerruti's counsel argued that the Deed of Trust is void because it failed to properly identify a grantor; a trust, apart from its trustee, is not a legal entity capable of conveying property; any ambiguity on the Deed of Trust must be construed against the Bank as the drafter; and there is no mistake because the Bank intended to list the Trust as Grantor. Cerruti's counsel further argued that the spendthrift clause of the Trust prohibits a beneficiary from using Trust assets to secure a personal debt of the beneficiary and that a trustee may not use trust property to satisfy personal obligations of the trustee. And, in response to the Bank's argument, Cerruti's counsel argued that the equitable remedy of reformation is unavailable where there is no mistake and reformation is barred by the doctrine of laches.

Then, during his closing argument, counsel for the Bank responded to all of these grounds for declaring the Deed of Trust void. Thus, all bases for voiding the Deed of Trust, including all the bases set out in Count VI of the fourth amended petition, were argued at trial.

On August 15, 2019, the trial court issued a judgment granting Count VI of the fourth amended petition and denying the Bank's counterclaim for reformation. As to Count VI, the court stated, “That, after further consideration as well as additional argument from the parties on April 22, 2019, Count VI of [Cerruti's] 4th Amended Petition is granted.” The court then made specific findings regarding one of the grounds for voiding the Deed of Trust. The court held that the grantor of a deed must be properly identified on the deed and, when the property to be encumbered is held in trust, the trustee must be named as the grantor in the deed. The court concluded that the Deed of Trust is void because it failed to properly identify Lena, Trustee, as Grantor despite the fact that, acting in her capacity as Trustee, Lena signed and acknowledged the Deed of Trust. As for the Bank's counterclaim, the court ruled that the Bank failed to meet its burden to show that the extraordinary equitable remedy of reformation was warranted. Cerruti and the other plaintiffs subsequently dismissed the remaining counts of the fourth amended petition without prejudice.

The Bank attempted to appeal the trial court's August 15, 2019 judgment, but this court determined that it was not a final judgment. Then, on December 24, 2024, the trial court issued a judgment awarding the Bank $499,454.77 plus interest on its cross-claim against the Ray County Public Administrator in her capacity as the Personal Representative of the Estate of Lena Lopez. That judgment resolved all remaining claims and is a final judgment subject to appeal.

This appeal follows.

Standard of Review

In a court-tried case, we will affirm the trial court's judgment unless there is no substantial evidence to support it, it is against the weight of the evidence, or it erroneously declares or applies the law. Celtic Corp. v. Tinnea, 254 S.W.3d 137, 141 (Mo. App. E.D. 2008). “We apply de novo review to a claim that the trial court erroneously declared or applied the law.” Deutsche Bank Nat'l Tr. Co. as Tr. for Am. Home Mortg. Inv. Tr. 2006-3 v. Luna, 655 S.W.3d 820, 826 (Mo. App. W.D. 2022). “It is the appellant's burden on appeal to demonstrate that the trial court's judgment was incorrect on any basis supported by the record and the applicable law.” Frye v. Monarch Title of N. Missouri, 565 S.W.3d 693, 698 (Mo. App. W.D. 2018) (quoting State ex rel. Nixon v. Koonce, 173 S.W.3d 277, 286 (Mo. App. W.D. 2005)).

Analysis

Rule 73.01(c)⁷ applies to court-tried cases and requires the trial court, if requested by a party, to prepare “a brief opinion containing a statement of the grounds for its decision” and “findings on the controverted material fact issues specified by the party.” Further, Rule 73.01(c) requires that “[a]ny request for an opinion or findings of fact shall be made on the record before the introduction of evidence at trial or at such later time as the court may allow.” And “[a]ll fact issues upon which no specific findings are made shall be considered as having been found in accordance with the result reached” by the court. Rule 73.01(c).

After Cerruti's closing argument but before the Bank's closing argument, the Bank's counsel asked the trial court to entertain the submission of findings of fact and conclusions of law. The court responded by asking whether the parties wanted to submit a proposed order. The Bank's counsel said, “Yes, with findings of fact and conclusions of law.”

This exchange between the Bank's counsel and the court did not comply with Rule 73.01(c). It was not a request of the court to make findings of fact and conclusions of law, per se, but a request for permission to submit proposed findings of fact and conclusions of law. Moreover, the request was not made before submission of evidence, as required by Rule 73.01(c). And the request did not specify the controverted material facts on which findings of fact were sought, as required by Rule 73.01(c).

Later, the court said that it would not require the parties to submit findings of fact and conclusions of law, but that if a party wanted to do so, it should submit them within ten days. The court then announced that it would take the matter under advisement and issue a written order, stating, “I'll also put in some law with the decision that will be made regarding the counts that were presented to the [c]ourt.”

Here, there were several arguments made in Count VI of the petition in support of the allegation that the Deed of Trust was void. The Court's judgment granted Count VI. Although the Court's judgment made specific findings as to only one of Cerruti's arguments in support of voiding the Deed of Trust, it is difficult to interpret the court's statements prior to taking the matter under advisement as a commitment to make findings on every controverted ground for voiding the Deed of Trust. Even if the court intended to make limited findings of fact and conclusions of law on the ground it actually relied on to void the Deed of Trust, other bases for voiding the Deed of Trust were argued at trial and could have supported the judgment, and we are unable to conclude that the Court rejected those other grounds due to noncompliance with Rule 73.01(c).⁸

Rule 73.01(c) requires “[a]ll fact issues upon which no specific findings are made” to “be considered as having been found in accordance with the result reached.” See Grabb v. Grabb, 689 S.W.3d 207, 212 (Mo. App. W.D. 2024) (“A party who fails to request findings of fact forfeits that advantage on appellate review, because the trial court's findings are considered as having been found in accordance with the judgment.” (quoting Hurricane Deck Holding Co. v. Spanburg Invs., LLC, 548 S.W.3d 390, 394 (Mo. App. S.D. 2018))). Here, the result reached was an unequivocal statement in paragraph 4 of the judgment granting Count VI of the fourth amended petition.⁹

On the record before us, we cannot conclude that the trial court's judgment necessarily rejected all of the grounds for voiding the Deed of Trust that were argued at trial. The Bank only challenges one of the bases articulated in Count VI for voiding the Deed of Trust, and “[f]ailure to challenge on appeal all articulated grounds for the court's ruling is fatal to the success of the appeal.” KDW Staffing, LLC v. Grove Constr., LLC, 584 S.W.3d 833, 838 (Mo. App. W.D. 2019) (quoting Eckel v. Eckel, 540 S.W.3d 476, 489 (Mo. App. W.D. 2018)). “A failure to challenge all bases for a judgment is fatal because ‘even if we agreed with [the Bank] that the [trial court] erred’ in parts of its [j]udgment[,] ‘we would have no choice but to presume, in the absence of arguments to the contrary, that the [trial court's] other [unchallenged bases for [j]udgment] were correct.’ ” Id. (quoting Knight v. Con-Agra Foods, Inc., 476 S.W.3d 355, 358-59 (Mo. App. W.D. 2015)).

On this record, we simply cannot overcome our standard of review which requires us to affirm the trial court's judgment on any basis supported by the record where it is clear that all bases set forth in Count VI of the fourth amended petition were argued at trial and the judgment unequivocally granted Count VI. Because each of the Bank's points on appeal addresses alleged error by the trial court in finding the Deed of Trust void because it was not executed by the trustee and the Bank failed to challenge on appeal all possible alternative grounds for voiding the Deed of Trust, we must deny the Bank's appeal.

Conclusion

Because the Bank failed to meet its burden on appeal to show the trial court's judgment was incorrect on all grounds supported by the record, the court's judgment is affirmed.

FOOTNOTES

1.   All statutory references are to the Revised Statutes of Missouri, Supp. 2007, unless otherwise noted.

3.   We use first names for ease of understanding; no disrespect or undue familiarity is intended.

4.   The Trust Indenture itself was not admitted as evidence at trial. The Bank included the Trust Indenture in an exhibit binder the Bank prepared for trial, but the Bank did not seek admission of the Trust Indenture or indicate that the parties had stipulated to admission of the Trust Indenture.

5.   Dennis died on June 15, 2009. Thereafter, Lena married John Lopez and changed her surname to Lopez.

6.   The agreement between Dennis and Lena was not admitted as evidence at trial.

7.   All rule references are to the Missouri Supreme Court Rules (2019).

8.   The Bank did file a proposed judgment with findings of fact and conclusions of law in the underlying case file, but the Bank failed to include its proposed judgment in the record on appeal. “[A]s appellant, [the Bank] has the duty to provide a complete record on appeal for the determination of questions presented to the appellate court.” Cottonaro v. Express Med. Transp., Inc., 688 S.W.3d 751, 756 n.5 (Mo. App. W.D. 2024) (quoting Baumgartner v. Bi-State Dev. Agency, 811 S.W.2d 63, 65 (Mo. App. E.D. 1991)).

9.   Paragraph 4 of the judgment states, “That, after further consideration as well as additional argument from the parties on April 22, 2019, Count VI of [Cerruti's] 4th Amended Petition is granted.”

Karen King Mitchell, Judge

Edward R. Ardini, Jr., Presiding Judge, and Cynthia L. Martin, Judge, concur.