First Financial Bank v. CS Assets, LLC (678 F. Supp. 2d 1216, 2010)

ORDER

WILLIAM H. STEELE, District Judge.

This matter comes before the Court on the Motion for Summary Judgment of Defendant (doc. 46) and on the Motion for Summary Judgment by Plaintiff (doc. 51). Both motions have been extensively briefed and are now ripe for disposition.

I. Nature of the Case.

This dispute involves two lenders who do not see eye to eye as to the redemption of real property under Alabama law. Plaintiff, First Financial Bank (“First Financial”), and defendant, CS Assets, LLC (“CS Assets”), were both mortgagees for the same five parcels of property located on Little Lagoon in Gulf Shores, Alabama. When the mortgagor (which is not a party hereto) defaulted on its loan obligations, CS Assets (the senior mortgagee) foreclosed on those five parcels, as well as two others. Thereafter, First Financial (a junior mortgagee) invoked the statutory redemption mechanism prescribed by Alabama Code §§ 6-5-247, et seq. There is no doubt that First Financial has the right to redeem those five parcels in which it possesses an interest. Nonetheless, the parties emphatically disagree as to the proper redemption price. Having proven unwilling or unable to find common ground on virtually any component of the redemption price calculations, the parties now call upon the Court to blaze a trail across a foreboding landscape of esoteric legal principles, hoary Alabama precedents, and heretofore-unexplored statutory language to fix the redemption price, all against the backdrop of a complex, multifaceted commercial transaction. Their cross-motions for summary judgment (with crisscrossing and overlapping legal issues, and arguments that seamlessly bounce back and forth from the briefing on one motion to that on the other, such that their briefs read like a series of six briefs on a single motion rather than three briefs on each of two distinct motions) have presented these issues for resolution at this time.

II. Background.

A. Factual History.

The facts concerning the underlying loan transactions and foreclosure are critical to certain of the issues presented on summary judgment. Those facts are somewhat complicated, but largely uncontested.

Our story begins innocuously enough in November 2004, when a non-party developer called West Beach, LLC (“West Beach”), sought to build a 90-unit condominium project fronting on Little Lagoon in Gulf Shores, Alabama, with beach access to the Gulf of Mexico. That month, West Beach borrowed $2,000,000 from non-party Heritage Bank (“Heritage”), and granted Heritage a mortgage on six parcels of property (labeled Parcels A, B, C, D, E and F). (Province Dep., at Exhs. 5 & 6.) Five months later, in April 2005, West Beach borrowed $1,000,000 from First Financial and, as security, granted First Financial a mortgage on Parcels A, B, C, D and E (but, significantly, not Parcel F). (Id. at Exh. 7.)

Unfortunately, West Beach’s business fortunes deteriorated, such that by early 2007 it was in default of its obligations under both the Heritage loan and the First Financial loan. (Freeman Aff., ¶¶ 2, 3; doc. 48, Exh. D.) First Financial directed its counsel to foreclose on the mortgage on May 31, 2007 unless satisfactory arrangements were reached in the interim. (Freeman Aff., ¶ 4.) Meanwhile, Heritage’s successor in interest sold the Heritage loan to CS Assets on April 12, 2007, and assigned the associated promissory note and mortgage to CS Assets on April 19, 2007. (Doc. 48, Exhs. E-G.) The Loan Purchase and Sale Agreement reflects that as of April 16, 2007, the amounts owed by West Beach under the Heritage loan consisted of the following: “$2,000,000 principal, $105,875 accrued interest, $4,500 appraisal fee, and approximately $20,000 attorneys fees.” (Doc. 48, Exh. E, at ¶ 6.D.)

In lieu of foreclosing on the Heritage mortgage based on West Beach’s default, CS Assets extended and modified the loan. On April 30, 2007, West Beach and CS Assets entered into a Renewal Promissory Note and an Amendment to Mortgage and Security Agreement. (Doc. 48, Exhs. H, I.) The Renewal Promissory Note provided that West Beach owed the principal sum of $2,515,722, with interest accruing at the rate of 12% per annum until paid in full. (Doc. 48, Exh. H.) A separate Loan Agreement executed by CS Assets and West Beach on April 30, 2007, explained how the new principal amount had been calculated, as compared to the original Heritage loan, which had a principal sum of $2,000,000. In particular, the Loan Agreement reflects the following: (1) as of April 30, 2007, West Beach’s indebtedness under the Heritage loan was in the “total amount of $2,300,000.00, which amount includes late charges, fees, expenses and a default rate of interest” (Mosher Dep., Exh. 18, at 1); and (2) the remaining principal consisted of an interest reserve of $150,943, a “renewal fee” of $75,472, lender’s fees and expenses of $27,488, and taxes and recording costs of $11,819, less $50,000 in cash to be paid at closing (id. at 2). In the Amendment to Mortgage and Security Agreement executed in connection with the loan modification, West Beach granted CS Assets a mortgage on a seventh parcel of land, which has been dubbed in these proceedings the “Metes and Bounds Parcel.” That parcel is also located north of West Beach Boulevard and is adjacent to some or all of Parcels A through E. (Doc. 48, Exh. I.)

While all of this was taking place with the Heritage mortgage, First Financial was not standing idly by. Rather, First Financial and West Beach negotiated an Accommodation Agreement in Lieu of Foreclosure, which was finalized on May 30, 2007. (Doc. 48, Exh. J.) This Agreement extended the maturity date of the First Financial loan through September 30, 2007, and required West Beach to pay interest, fees, late charges, and an interest reserve in a total amount exceeding $145,000. In that Agreement, West Beach and First Financial agreed that the modification executed between CS Assets and West Beach for the Heritage loan “is subordinate to the mortgage of First Financial ... for any amount in excess of $2,308,119.00, it being understood that additional amounts may accrue pursuant to the original $2,000,000.00 loan.” (Id., ¶ 3.a.) Of course, CS Assets was not a signatory to the Accommodation Agreement between West Beach and First Financial, and no formal agreement was executed by First Financial and CS Assets to pin down the relative priority of the various items rolled into the original Heritage loan by virtue of the CS Assets/West Beach loan modification.

Unfortunately for all concerned, West Beach proved unable to satisfy even these reworked financial obligations, and ultimately defaulted on both loans. Pursuant to its position as senior lender, CS Assets foreclosed on all seven West Beach parcels (including Parcels A through E, as to which First Financial held a second mortgage, and Parcel F and the Metes and Bounds Parcel, as to which First Financial held no interest) on November 30, 2007. (Doc. 49, Exh. M, at ¶ 8.) At auction, the highest and best bid for those seven parcels was CS Assets’ credit bid of $1,600,000. (Doc. 48, Exh. K.) That $1.6 million bid was offset from West Beach’s total indebtedness to CS Assets, which CS Assets computed at that time as being $2,682,977.20 (including interest and late charges). (Mosher Dep., Exh. 5, at ¶ 13.) Subtracting the foreclosure bid from the balance owed yielded a resulting deficiency of $1,082,977.20, as of November 30, 2007, plus reasonable attorney’s fees. {Id. at ¶¶ 13-14.)

Sometime later, First Financial timely elected to exercise its statutory right of redemption under Alabama law. Although there were, by all accounts, extensive negotiations between the parties that nearly produced a mutually acceptable redemption price, they were ultimately unsuccessful. When the negotiations failed, all potential points of agreement of compromise fell by the wayside, and this litigation followed.

B. Relevant Procedural History.

On or about November 7, 2008, First Financial filed its Complaint for Redemption of Real Property against CS Assets in state court. The Complaint specified that First Financial was seeking to exercise its statutory right of redemption pursuant to Alabama Code §§ 6-5-247 et seq., as to all seven West Beach parcels (i.e., Parcels A through F, and the Metes and Bounds Parcel). Following removal to federal court, CS Assets filed a Partial Motion to Dismiss (doc. 5), challenging First Financial’s ability to redeem Parcel F and the Metes and Bounds Parcel, as to neither of which First Financial professed to be a mortgagee or to hold any legal or equitable interest. This Court granted the Partial Motion to Dismiss, and dismissed First Financial’s redemption claims as to Parcel F and the Metes and Bounds Parcel, pursuant to the following reasoning:

“Given the common-sense notion under Alabama law that ... one cannot redeem property in which one has no interest, and given that the purposes of the redemption device would be in no way served by allowing redemption in that scenario, First Financial has not stated a claim on which relief can be granted insofar as it seeks redemption of those two parcels. Accordingly, the Motion to Dismiss (doc. 5) is granted, and plaintiffs claims for redemption of Parcel F and the Metes and Bounds Parcel are dismissed; provided, however, that by virtue of having pursued this Motion, CS Assets has waived any right it may have had to object to this action as an improper piecemeal redemption. In so ruling, the Court expressly invokes its equitable powers to adjust the rights and equities of the parties, as conferred by Alabama Code § 6-5-256.”

First Financial Bank v. CS Assets, LLC, 2009 WL 959562, *5 (S.D.Ala. Apr. 7, 2009).

As a result of this ruling, First Financial’s claims for redemption of Parcel F and the Metes and Bounds Parcel were extinguished. CS Assets has never challenged First Financial’s right to redeem the other five West Beach parcels. Accordingly, the only remaining question animating this litigation is the proper redemption price for Parcels A through E. Both parties have requested that this Court resolve the issue on summary judgment, with First Financial touting a redemption price of $1,612,695, and CS Assets championing a competing figure of $3,272,156.40, more than double that proposed by First Financial. The points of disagreement between the parties embrace almost every conceivable component of the redemption price calculation, with First Financial consistently taking the position that will minimize its financial obligations to CS Assets, and CS Assets adopting the opposite stance. Nor surprisingly, law and equity would put the redemption price somewhere between these extremes.

C. The Deñciency Litigation.

This internecine quarrel between First Financial and CS Assets has not taken place in a vacuum. Contemporaneously with this lawsuit, CS Assets pursued a deficiency action against West Beach in the U.S. District Court for the Northern District of Alabama, styled CS Assets, LLC v. West Beach, LLC, et al., CV-07-PT-2254-S (the “West Beach Action”). In that lawsuit, CS Assets sought a judgment for West Beach’s outstanding indebtedness on the Renewal Promissory Note executed in April 2007, while West Beach counterclaimed in an attempt to void the foreclosure sale. (Doc. 49, Exh. M, at ¶ 9.) On August 12, 2009, Senior District Judge Propst entered a Final Judgment in the West Beach Action granting CS Assets’ motion for summary judgment, and awarding CS Assets the sum of $1,311,080.60. (Doc. 48, Exh. L.) The Final Judgment explained that the judgment in CS Assets’ favor included reasonable attorney’s fees and expenses in the amount of $50,000, a late charge penalty of $60,000 (as to which no interest would be calculated), and $243,889.40 in interest. (Id.)

The record reflects that West Beach filed a Notice of Appeal from this Final Judgment on September 24, 2009. (Doc. 53, Exh. F.) The appeal of the West Beach Action remains pending before the Eleventh Circuit Court of Appeals at this time.

III. Summary Judgment Standard.

Summary judgment should be granted only if “there is no genuine issue as to any material fact and ... the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). The party seeking summary judgment bears “the initial burden to show the district court, by reference to materials on file, that there are no genuine issues of material fact that should be decided at trial.” Clark v. Coats & Clark, Inc., 929 F.2d 604, 608 (11th Cir. 1991). Once the moving party has satisfied its responsibility, the burden shifts to the nonmovant to show the existence of a genuine issue of material fact. Id. “If the nonmoving party fails to make ‘a sufficient showing on an essential element of her case with respect to which she has the burden of proof,’ the moving party is entitled to summary judgment.” Id. (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)) (footnote omitted). “In reviewing whether the nonmoving party has met its burden, the court must stop short of weighing the evidence and making credibility determinations of the truth of the matter. Instead, the evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor.” Tipton v. Bergrohr GMBH-Siegen, 965 F.2d 994, 999 (11th Cir.1992) (internal citations and quotations omitted). “Summary judgment is justified only for those cases devoid of any need for factual determinations.” Offshore Aviation v. Transcon Lines, Inc., 831 F.2d 1013, 1016 (11th Cir.1987) (citation omitted).

“The applicable Rule 56 standard is not affected by the filing of cross-motions for summary judgment.” Murray v. Holiday Isle, LLC, 620 F.Supp.2d 1302, 1307 (S.D.Ala.2009) (citations omitted); see also Godard v. Alabama Pilot, Inc., 485 F.Supp.2d 1284, 1291 (S.D.Ala.2007) (same). Indeed, the Eleventh Circuit has explained that “[cjross-motions for summary judgment will not, in themselves, warrant the court in granting summary judgment unless one of the parties is entitled to judgment as a matter of law on facts that are not genuinely disputed.” United States v. Oakley, 744 F.2d 1553, 1555 (11th Cir.1984) (citation omitted); see also Wermager v. Cormorant Tp. Bd., 716 F.2d 1211, 1214 (8th Cir.1983) (“the filing of cross motions for summary judgment does not necessarily indicate that there is no dispute as to a material fact, or have the effect of submitting the cause to a plenary determination on the merits”). Nonetheless, “cross-motions may be probative of the absence of a factual dispute where they reflect general agreement by the parties as to the dispositive legal theories and material facts.” Murray, 620 F.Supp.2d at 1307 (citations omitted); see also Godard, 485 F.Supp.2d at 1291.

IV. Analysis.

A. Structure of Alabama’s Redemption Statute.

At its core, “[rjedemption involves a buying back of the property.” Morgan Plan Co. v. Bruce, 266 Ala. 494, 97 So.2d 805, 808 (1957). “After real property is sold at a foreclosure sale to pay the encumbrances on it, various parties may redeem that property from the purchaser by paying the appropriate redemption price.” Southeast Enterprises, Inc. v. Byrd, 720 So.2d 873, 874 (Ala.1998). There is a fundamental disagreement between First Financial and CS Assets as to the “appropriate redemption price” in this case.

In Alabama, the right of redemption is purely a creature of statute. See, e.g., Federal Home Loan Mortg. Corp. v. Bates, 644 So.2d 925, 927 (Ala.1994) (“The right to redeem property after foreclosure is conferred exclusively by statute.”). As a result, the parties’ quarrels concerning the redemption price must be settled by application of the redemption of real estate provisions found at Title 6, Article 14A of the Code of Alabama. The issues joined on summary judgment are expressly governed by Alabama Code §§ 6-5-247 et seq., which was enacted in 1988. Therefore, the most logical starting place for the analysis lies in a review of the statute itself.

The Eleventh Circuit has summarized Alabama’s redemption statute as follows: “Alabama law recognizes a statutory right of redemption, which entitles certain persons ... to obtain title to foreclosed property within one year of the foreclosure sale by tendering the price paid at the sale plus interest and other lawful charges.” In re Poe, 477 F.3d 1317, 1319 (11th Cir.2007). There is no dispute that Parcels A through E are subject to redemption under this statute, that First Financial falls within the class of persons entitled to exercise the right of redemption, and that First Financial timely invoked its right of redemption. Rather, the only point of contention between the parties is what the proper redemption price for Parcels A through E should be.

On the subject of redemption price, the Alabama statute delineates specific categories of lawful charges that the redemption-er must pay. The relevant categories for purposes of this case consist of “the purchase price paid at the sale, with interest at the rate allowed to be charged on money judgments as set forth in Section 8-8-10 (as it is now or hereinafter may be amended)” and “any balance due on the debt, with interest as aforesaid thereon to date.” Ala.Code § 6-5-253(a). As we shall see, this deceptively straightforward language conceals a tangled snarl of complexities that the parties have brought to the fore in their summary judgment motions.

Two other features of the Alabama statute bear mentioning. First, the law makes clear that “[t]he statutory rights of redemption given or conferred by this article are mere personal privileges and not property or property rights.” Ala.Code § 6-5-250. Second, the statute undeniably has an equitable component. Where, as here, the party seeking redemption has paid into court the full amount of purchase money, lawful charges and interest necessary for redemption, the court “shall take jurisdiction thereof and settle and adjust all the rights and equities of the parties, as provided in this article.” § 6-5-256 (emphasis added).

B. Inclusion of the Purchase Price Paid at the Sale.

As mentioned supra, one element of the redemption price is “the purchase price paid at the sale,” meaning the underlying foreclosure. Ala.Code § 6-5-253(a). Everyone agrees that CS Assets paid $1.6 million at the foreclosure sale in globo for Parcels A through F, plus the Metes and Bounds Parcel. In a straightforward application of § 6-5-253(a), CS Assets would include that $1.6 million in the redemption price.

By contrast, First Financial proposes a different calculation framework, excluding the entire purchase price at foreclosure from the redemption price and substituting in its place the amount of CS Assets debt secured by the mortgage. (Doc. 52, at 15.) In support of this methodology, First Financial points to the Alabama Supreme Court’s statement more than a quarter century ago that “when the mortgagee buys at foreclosure sale, the amount of the debt secured by the mortgage is treated as the purchase price rather than the amount bid.” Garvich v. Associates Financial Services Co. of Alabama, Inc., 435 So.2d 30, 34 (Ala.1983). However, Garvich was not setting forth a prophylactic rule applicable in all redemption cases; rather, the cases on which it relies state the principle as follows: “when the mortgagee ... buys at the foreclosure sale, the ‘purchase money’ is the amount due on the mortgage debt (if less than that bid at the sale) and not the sum which was bid.” Durr Drug Co. v. Acree, 241 Ala. 391, 2 So.2d 903, 905 (1941) (citations omitted and emphasis added). That is simply not the case here, as CS Assets bid $1.6 million on the property while the underlying mortgage debt was (by all accounts) in excess of $2 million. Moreover, First Financial’s suggestion that the bid price should be ignored in favor of the mortgage debt amount proceeds in disregard of Alabama’s current redemption statute, which governs this matter and unquestionably recites as separate lawful charges “the purchase price paid at the sale” and “any balance due on the debt.” Ala.Code § 6-5-253(a). For both of these reasons, the Court declines First Financial’s invitation to collapse the foreclosure price and the mortgage debt owed into a single line item for purposes of computing the redemption price.

In light of the foregoing, the Court finds that the redemption price owed to CS Assets includes the underlying foreclosure price of $1,600,000. That figure will be added to the other lawful charges in calculating the total redemption price.

C. Calculation of Interest on the Purchase Price.

The Alabama redemption statute requires that the redemption price include interest on the purchase price paid at the foreclosure sale. Such interest must be calculated “at the rate allowed to be charged on money judgments as set forth in Section 8-8-10 (as it is now or hereinafter may be amended).” Ala.Code § 6-5-253(a). The cross-referenced section provides that judgments for the payment of money in a contract action “bear interest from the day of the cause of action, at the same rate of interest as stated in said contract,” and that judgments in all other cases “shall bear interest at the rate of 12 percent per annum.” Ala.Code § 8-8-10. In the redemption context, the Alabama Supreme Court has explained that “[t]his language provides for application of the contract rate or, if there is no contract rate, a fixed rate. When used to compute a redemption price, § 8-8-10 ... prevents windfalls by providing mortgagees only the amount of interest they contracted for with the mortgagor, not a higher fixed rate.” Southeast Enterprises, 720 So.2d at 877.

CS Assets seeks interest at the statutory default rate of 12% on the entire $1.6 million purchase price from the date of foreclosure (November 30, 2007) through the present. For its part, First Financial does not challenge applicability of the 12% interest rate, but it does object to CS Assets’ proposed time frame. According to First Financial, interest should run only through the date the Complaint in redemption was filed (November 7, 2008), rather than the date of judgment in this action. Unfortunately, § 6-5-253(a) is ambiguous on this point, inasmuch as it does not expressly delineate the date or event terminating accrual of interest.

Under the current redemption statute, there is substantial Alabama appellate authority for the proposition that, when a redeeming party has tendered funds and otherwise complied with the statutory requirements, and when a dispute erupts as to the proper redemption price, interest does, not continue to accrue through final adjudication of that dispute. As one Alabama appellate court put it, “[t]he date of redemption is important for the computation of interest.... Ordinarily, if the statutory requirements are met, the date of redemption is deemed to be the day the complaint to redeem was filed” where “the redeeming party has paid or tendered the amounts due.” Pankey v. Daugette, 671 So.2d 684, 689 (Ala.Civ.App.1995). Similarly, in Watts v. Rudulph Real Estate, Inc., 740 So.2d 1085, 1088 (Ala.Civ.App.1998), the court found that the purchaser was entitled to interest only through the date of the purchaser’s refusal of the redemptioner’s valid attempt at redemption. In so holding, the Watts court explained that “[a]ny other result would allow a purchaser to profit from his refusal of a valid tender for redemption. Rudulph is not entitled to interest on the redemption amount for the time in which this dispute has been pending.” Watts, 740 So.2d at 1088; see generally Benefield v. Graham, 992 So.2d 717, 724-25 (Ala.Civ.App.2008) (trial court did not err by failing to require redemptioner to pay interest to purchaser through date that tendered funds were paid out by circuit clerk, where trial court reasoned that a purchaser “is not entitled to interest on the redemption amount for the time during which a dispute has been pending”).

CS Assets does not now suggest (and has never argued) that First Financial failed to perform the statutory prerequisites for exercise of redemption privilege, that it failed to pay or tender sufficient funds into the court registry at the inception of this litigation, or that there is not a bona fide dispute of gargantuan proportions between the parties as to the proper redemption price under Alabama law. Accordingly, this Court applies the Pankey/Watts/Benefield line of precedents, not only because they are interpreting the version of the statute that is currently in effect but also because their conclusions on this point are fair and equitable. Interest on the $1.6 million purchase price will be awarded at the statutory rate of 12% from the date of the foreclosure sale (November 30, 2007) through the date of the Complaint’s filing (November 7, 2008), for a total interest figure of $179,934.43.

D. Calculation of the Balance Due on the Debt.

The third category of lawful charges at issue is the balance due on the debt. The redemption statute provides that “[i]f the redemption is made from a person who at the time of redemption owned the debt for which the property was sold, the redemptioner must also pay any balance due on the debt, with interest as aforesaid thereon to date.” Ala.Code § 6-5-253 (emphasis added). Plainly, at the time First Financial exercised its privilege of redemption, CS Assets owned the debt for which the parcels were sold in foreclosure. Therefore, First Financial is obligated to pay the balance due on the debt, plus interest, antecedent to redemption. This apparently straightforward process is marred by the parties’ inability to agree on (a) the amount of unpaid debt at the time of foreclosure, (b) whether that unpaid debt should be reduced by the value of Parcel F and if so through what methodology, (c) the amount of interest accrued on the debt, and (d) the late charges and attorney’s fees that should be included in the redemption price. Therefore, it is necessary for the Court to review all of these components of the misleadingly simple statutory categories of “balance due on the debt, with interest as aforesaid” to fix the redemption price.

1. Unpaid Debt at the Time of Foreclosure.

As an initial matter, First Financial and CS Assets are at loggerheads about the amount of the unpaid debt owed by West Beach to CS Assets at the time of foreclosure. CS Assets begins with the $2,515,722 principal amount identified in the Renewal Promissory Note and Amendment to Mortgage and Security Agreement documents into which West Beach and CS Assets entered on April 30, 2007, when the original Heritage loan was modified and extended to avert impending foreclosure by CS Assets. After tacking on interest payments through the date of foreclosure in the amount of $41,469.20, CS Assets argues that the total balance on West Beach’s debt to it as of November 30, 2007 was $2,557,191.20 (before backing out the $1.6 million foreclosure price) and that the redemption price must therefore include that amount, adjusted by the $1.6 million credit bid at foreclosure.

By contrast, First Financial maintains that the redemption price must exclude all new indebtedness accrued by West Beach to CS Assets pursuant to the CS Assets loan modification because that additional debt would be junior to the First Financial loan. In other words, First Financial’s position is that the redemption price should include only the portion of the CS Assets debt that is senior to the First Financial debt. First Financial therefore advocates use of a priority analysis, and calculation of the unpaid debt based solely on the original Heritage note, which consisted of $2 million in principal plus $342,077.56 in accrued interest as of the November 30, 2007 foreclosure date. This approach would exclude all new debt added to West Beach’s obligations to CS Assets by virtue of the Renewed Promissory Note (which post-dated the First Financial loan to West Beach and therefore was junior to First Financial’s mortgage). According to First Financial, then, for purposes of the redemption price analysis, the unpaid debt at the time of foreclosure should be limited to $2,342,077.56.

Thus, the balance of unpaid debt included in the parties’ proposed redemption prices differs by more than $200,000 (from CS Assets’ $2,557,191.20 figure to First Financial’s $2,342,077.56) based on the singular issue of whether concepts of priority and seniority matter in the redemption framework. First Financial proposes a priority framework, but identifies no authorities to support the propriety of applying priority notions here. First Financial’s position cannot be reconciled with the statutory language.

To be sure, in setting forth the lawful charges included in the redemption price, the Alabama statute specifies that “if the redeeming party is a ... junior mortgagee ... then all ... recorded mortgages ... having a higher priority” are lawful charges. Ala.Code § 6-5-253(a)(4). If the statute stopped there, then First Financial might have a point. But the very next sentence provides that “[i]f the redemption is made from a person who at the time of redemption owned the debt for which the property was sold, the redemptioner must also pay any balance due on the debt.” Id. (emphasis added). This language is unambiguous. Reading the two sentences together, it is clear that (1) a junior mortgagee such as First Financial is on the hook for all higher priority debt in the redemption process, but (2) if redemption is made from the owner of the debt, the junior mortgagee must also pay any balance due on the debt. See Southeast Enterprises, 720 So.2d at 875 (explaining that, in its current form, the redemption statute “divides encumbrances into two categories: (1) those encumbrances paid or owned by the purchaser; and (2) all encumbrances of higher priority”). That is exactly the situation here. First Financial is a junior mortgagee seeking to make redemption from CS Assets, which owns the debt for which the West Beach parcels were sold. Under a straightforward reading of § 6-5-253(a)(4), First Financial must pay not only the higher priority debt, but also “any balance due on the debt” owned by CS Assets, without regard to priority considerations.

Given this unambiguous statutory guidance, and First Financial’s failure to rebut it or to explain how § 6-5-253(a)(4) could reasonably be construed to limit the redemption price in this case to higher priority debt, the entire balance that West Beach owed the purchaser (CS Assets) as of foreclosure must be paid as part of the redemption price. That amount was $2,557,191.20, less the $1,600,000 in credit for the foreclosure sale, such that West Beach owed CS Assets the total of $957,191.20. Subject to modifications requested by First Financial and explored infra, that amount is properly included in the redemption price.

2. Whether the Balance Owed is Reduced by the Value of Parcel F.

Without a doubt, the most heated aspect of this dispute concerns the treatment of Parcel F in calculating the redemption price. Thanks to the strategic decisions of both parties antecedent to and during this litigation, this case is now postured as one in which CS Assets purchased seven parcels at a foreclosure sale in a single transaction, but First Financial is exercising its redemption privilege as to only five of those parcels. The other two parcels (Parcel F and the Metes and Bounds Parcel) on which CS Assets foreclosed are not subject to redemption, and will be retained by CS Assets regardless of the outcome of this action. This disconnect becomes critically important because Parcel F, the lone Gulf-front parcel, is by all accounts quite valuable. First Financial asks to have the redemption price adjusted to account for the fact that CS Assets is retaining Parcel F; meanwhile, CS Assets insists that no such adjustment should be made and that First Financial should be required to pay the full purchase price and the full amount of the debt for all seven parcels (including Parcel F).

a. Partial Redemption Principles under Alabama Law.

To ascertain whether a Parcel F credit is warranted, the Court begins by examining basic principles of Alabama law on partial redemption. Alabama courts have stated, under both the current redemption statute and prior iterations, that partial redemptions are generally not permitted. Indeed, the Alabama Supreme Court has consistently observed that “[t]he law does not allow piecemeal redemption, absent an agreement providing for it.” Costa and Head (Birmingham One), Ltd. v. National Bank of Commerce of Birmingham, 569 So.2d 360, 363 (Ala.1990); see also Warren v. Ellison, 250 Ala. 484, 35 So.2d 166, 168 (1948) (“where one seeks to redeem from a foreclosure where the property has been sold en masse, in the absence of an agreement between the parties, the foreclosure purchaser who has purchased the entire property at a single sale cannot be compelled to accept partial payment and release the premises pro tanto ”); Bank of Luverne v. Turk, 222 Ala. 549, 133 So. 52, 53 (1930) (summarizing earlier Alabama authorities as requiring redemptioner with interest in only a part of the mortgaged land “to pay the entire debt and redeem all the land and all interests, including such as he had not previously acquired”). “The rule requiring payment of the debt in full and forbidding a partial redemption is for the benefit and protection of the mortgagee.... A redemptioner cannot compel a partial redemption over the insistence of the mortgagee that he redeem it all if any.” Cooper v. Peak, 258 Ala. 167, 61 So.2d 62, 66 (1952) (citations omitted); see also Bank of Luverne, 133 So. at 53 (explaining that, even though “more equitable rule” would be to require redemptioner seeking to redeem only that portion of the land in which he had an interest to pay only a portion of the mortgage debt, this result would not be allowed because it “would have the effect of splitting the transactions into two parts without the consent of the mortgagee”).

That is not to say, however, that a partial redemption is per se void. To the contrary, even though it may be objectionable, “a partial redemption is certainly not void.” Garris v. A & M Forest Consultants, Inc., 534 So.2d 577, 581 (Ala.1988). If the parties (and especially the purchaser, for whose protection the rule against piecemeal redemption exists) agree to it, it is clear that a partial redemption can in fact take place. Indeed, if a purchaser does not insist upon an entire redemption, then “there can be no reason whatever why redemption in parcels may not be had, the purchaser being willing.” Francis v. White, 166 Ala. 409, 52 So. 349, 350 (1910); see also Costa and Head, 569 So.2d at 363; Warren, 35 So.2d at 168.

b. Having Demanded Partial Redemption, CS Assets Cannot Have Both Parcel F and Inclusion of the Entire Mortgage Balance in the Redemption Price.

In sensitivity to the disfavored status of piecemeal redemption, First Financial initially brought this action seeking a total redemption of all seven parcels. CS Assets could have assented to the total redemption, in which case there would be no partial redemption and CS Assets would have exchanged all seven parcels for a redemption payment that included the entire balance due on the debt for all seven parcels. But CS Assets chose a different path, by objecting to the redemption of Parcel F and the Metes and Bounds Parcel on the grounds that First Financial lacked an interest in those parcels. The Court upheld these objections and dismissed First Financial’s claim for redemption as to Parcel F and the Metes and Bounds Parcel. {See doc. 25.) By confining First Financial’s ability to redeem to Parcels A through E exclusively even though the underlying foreclosure sale embraced two other parcels, as well, CS Assets unilaterally split the transaction, creating a partial redemption scenario. Through this conduct, CS Assets has effectively agreed to the partial redemption of Parcels A through E, and has waived any objections to same. First Financial continued to pursue this litigation after it was transformed into a partial redemption case, thereby conveying its assent to the partial redemption demanded by the purchaser. Simply put, then, the parties find themselves in a piecemeal redemption situation because the senior mortgagee agreed to (and, indeed, insisted on) redemption of less than all of the foreclosed property, and the junior mortgagee elected to go forward with redemption despite that restriction.

Of course, to say that the parties agreed to a piecemeal redemption is not to say that they agreed on a redemption price. Their extensive summary judgment briefing on their cross-motions emphatically demonstrates the contrary. First Financial maintains that because this is only a partial redemption, the total unpaid debt component of the redemption price should be adjusted to reflect the fact that fewer than all parcels are being redeemed. Meanwhile, CS Assets contends that no adjustment is appropriate and that First Financial must pay full freight even though it is receiving just a portion of the foreclosed property. For two distinct reasons, the Court finds that First Financial has the better argument.

First, although neither side has submitted any Alabama authority delineating the mechanisms of the partial redemption process under the modern redemption statute, the extant Alabama caselaw points in favor of apportioning the mortgage balance. Indeed, the Alabama Supreme Court has recognized, albeit in dicta, that “there may be a legitimate argument that partial redemption should not have been effected in this case, at least not without proper allocation of the mortgage balance between the two parcels.” Garris, 534 So.2d at 581 (emphasis added); see also Warren, 35 So.2d at 168 (suggesting that where the parties have agreed to partial redemption, the foreclosure purchaser can “be compelled to accept partial payment and release the premises pro tan-to ”). The partial redemption issue referenced in Garris had not been preserved for appeal, so it was not definitively decided in that case. But Alabama courts previously indicated that where a partial redemption occurs by consent of the parties, the redemptioner need not pay the full amount while the purchaser retains a portion of the property. See, e.g., Francis, 52 So. at 350 (explaining that if complainant in bill to redeem is interested in only a portion of the property, and if he pays entire redemption on the full amount, then he “is entitled to hold the entire estate until he shall be reimbursed what he has paid beyond his just proportion,” with the alternative being that “redemption in parcels may ... be had, the purchaser being willing”); Lehman, Durr & Co. v. Moore, 93 Ala. 186, 9 So. 590, 592 (1891) (observing that, where redemptioner has a one-half undivided interest in the property, “the purchaser has a right to insist upon payment of the whole amount bid by him with interest and charges,” but “it would be an anomaly, which the law does not contemplate and will not tolerate, to require [redemptioner] to make the purchaser whole in respect of all he has expended ... in consideration of the land, and at the same time leave half that consideration in his hands”). Both Francis and Lehman, along with the dicta in Garris and Warren, support the proposition that if, by agreement of the parties, redemption is had on only a part of the foreclosed lands, then the redemption price must reflect a credit to the mortgage balance so that the redemptioner pays only his just share.

Second, it bears repeating that redemption is an equitable undertaking. The Alabama legislature hammered this point home in directing courts hearing redemption disputes to “settle and adjust all the rights and equities of the parties, as provided in this article.” Ala.Code § 6-5-256; see also Bank of Luverne, 133 So. at 53 (in applying redemption statute in partial redemption context, court expressly relied on “our own theories of the equitable principles that should apply”); Ross v. Rogers, 25 So.3d 1160, 1169 (Ala.Civ.App.2009) (recognizing that § 6-5-256 requires courts in redemption cases to “balance the equities between the parties”). The approach advocated by CS Assets is simply not equitable. When First Financial attempted to exercise redemption rights on all seven parcels and to tender the full balance of the debt, in deference to Alabama’s disfavor of piecemeal redemptions, CS Assets balked. Because of CS Assets’ objection, this case was transformed into one for partial redemption. When First Financial proceeded with that partial redemption, CS Assets insisted that the redemption price must be the same as it would have been if First Financial were redeeming all seven parcels, with the difference being that CS Assets gets to keep all of the money as well as two of the parcels. Such an outcome smacks of unfairness and manipulation of the redemption process in an attempt to extract excess profits.

It strikes this Court that when First Financial pursued redemption as to all seven parcels, CS Assets had a choice. It could have acquiesced to the complete redemption, and surrendered all seven parcels to First Financial in exchange for the full mortgage balance and other lawful charges. Or CS Assets could have exercised its right to insist upon a partial redemption, allowing First Financial to redeem only the five parcels in which it had an interest in exchange for some portion of the mortgage balance. Having selected the partial redemption option, CS Assets is nonetheless demanding the entire financial bounty of a full redemption. To a court in equity, this approach is unpalatable. CS Assets does not get to have its cake and eat it too. It cannot protest First Financial’s attempts to bring about a full redemption, and simultaneously collect the full price it would have received had it acquiesced to a full redemption.

In short, if CS Assets had wanted the full mortgage balance to be included in the redemption price, it could have received it, provided that it allowed First Financial to redeem all parcels to which that mortgage balance applied. See Bank of Luveme, 133 So. at 53 (if redemptioner with interest in only part of the property pays entire mortgage debt, “he is entitled to step into the shoes of the mortgagee to the extent of thereby acquiring all the security he holds for the debt”). As a matter of Alabama law and equity, CS Assets, by agreeing to (and indeed demanding) a partial redemption, cannot compel First Financial to nonetheless pay the full redemption price for less than all the property. Because CS Assets has postured this action as one for partial redemption, in which only Parcels A through E will be redeemed, First Financial is entitled to a credit for the value of the other parcels. The amount of that credit is hotly disputed, like all other aspects of the redemption price calculation herein, and will therefore require separate analysis.

c. The Proper Credit for Parcel F in the Redemption Price.

As noted, Parcel F and the Metes and Bounds Parcel are not being redeemed. The parties argue at length over the proper adjustment to the redemption price that should be made for Parcel F; however, they are silent as to the Metes and Bounds Parcel. Nowhere in its memoranda does First Financial request a credit for the Metes and Bounds Parcel, nor do the parties point to any record evidence concerning the value of that parcel. Accordingly, the Court’s inquiry will focus solely on the credit to be made to the balance of the debt for Parcel F. This question breaks down into a pair of sub-inquiries, to-wit: (a) what was the value of Parcel F on the date of the foreclosure sale, and (b) how should the value of Parcel F be credited against the outstanding balance owed (i.e., dollar-for-dollar, proportionate, or some other method). The Court will address each of these issues in turn.

First Financial offers record evidence establishing the fair market value of Parcel F as $900,000 on the November 30, 2007 foreclosure date. (Hollon Aff., ¶ 4.) First Financial also points to an appraisal cited by CS Assets in the West Beach Action that likewise fixed the value of Parcel F at $900,000 as of March 1, 2007. (Mosher Dep., Exh. 5, at Exh. G p. 25.) In a Reply Brief, CS Assets unleashes a flurry of other appraisals fixing the value of Parcel F at varying amounts at different times. (Doc. 60, at 3-5.) In a Reply Brief of its own, however, First Financial objects to all of those appraisals based on CS Assets’ failure to comply with applicable disclosure and discovery requirements. (Doc. 61, at 1-3.) First Financial shows that CS Assets never identified the persons who prepared these appraisals as expert witnesses in this case, never identified certain of them as witnesses at all, stated in interrogatory responses that it had no contention as to the value of any parcel, and denied having any expert disclosures of opinions other than those of a Mr. Watson, pertaining solely to the Metes and Bounds Parcel. These procedural infirmities are well-documented in the record, and have not been rebutted. Accordingly, the valuations offered by CS Assets on summary judgment will be excluded pursuant to Rule 37(c)(1), Fed. R.Civ.P. (where a party fails to disclose or supplement material required by Rule 26(a) or (e), “the party is not allowed to use that information or witness to supply evidence on a motion ...” absent showings that have not been made here).

Taking stock of what has been decided so far, the undersigned has found that First Financial is entitled to a credit for the value of Parcel F against the outstanding balance of the debt owed, and that the only proper record evidence concerning Parcel F establishes its market value as $900,000 as of the date of foreclosure. The remaining question is how that valuation should be credited against the balance of the indebtedness. Once again, as in seemingly every other facet of the redemption process, the parties’ positions rest on opposite ends of the spectrum. First Financial contends that the West Beach indebtedness should be reduced by the value of Parcel F on a dollar-for-dollar basis. By contrast, CS Assets’ position is that, if the purchase price is to be apportioned to account for Parcel F, “the Court should focus on the proportion of the value of the property sought to be redeemed to the value of the unredeemed property.” (Doc. 59, at 17.)

Unfortunately, neither the redemption statute nor the case authorities identified by the parties in their extensive summary judgment briefing shed meaningful light on which methodology is appropriate. The Court is left to fall back on the balance of the equities, pursuant to Alabama Code § 6-5-256. In weighing those equities, it is important to remember the purpose of this aspect of the redemption exercise. Given the parties’ agreement to a partial redemption, the task before us is to determine the “balance due on the debt” for the parcels being redeemed, which balance will then be included in the redemption price pursuant to § 6-5-253. As explained in Section IV.D.l., supra, when the foreclosure sale was concluded, West Beach owed CS Assets a total unpaid balance of $957,191.20, which had been secured by Parcels A through F and the Metes and Bounds Parcel. That debt did not differentiate or prioritize among the seven mortgaged parcels, and was not allocated among those parcels in any particular manner by West Beach or CS Assets. Given this backdrop, to engage in the kind of dollar-for-dollar credit that First Financial proposes would be to indulge an inequitable fiction. It’s a fiction because there is neither evidence nor any reason to believe that West Beach’s unitary indebtedness to CS Assets elevated Parcel F above any of the other parcels, or that the portion of that debt allocable to Parcel F was any greater or any lower than Parcel F’s proportional share in the value of all seven parcels as a whole. It’s inequitable because implementing a dollar-for-dollar adjustment for the market value of Parcel F would effectively transform a $957,000 unpaid balance covering seven parcels into a $57,000 debt covering six parcels, with First Financial reaping the benefits in the form of a drastically lower redemption price for Parcels A through E. It would be unfair to allocate almost all of the balance of the debt to Parcel F and almost none of it to the other six parcels that likewise secured that debt.

To alleviate this inequitable fiction, the Court will utilize a proportional-value method of crediting Parcel F against the balance due on the debt. First Financial’s own expert, Michael Hollon, has offered unrebutted evidence on summary judgment (CS Assets’ appraisal and valuation evidence having been barred pursuant to Rule 37(c)(1)) that at the time of foreclosure, the seven parcels as a whole had a market value of $4,900,000 under the revised zoning status, with Parcel F having a market value of $900,000. Thus, the market value of Parcel F accounted for 18.37% (or 900,000/4,900,000) of the market value of the package of seven parcels at the time of foreclosure. As a matter of equity, the Court will therefore credit 18.37% of the balance due on the debt against the total redemption price to account for CS Assets’ retention of Parcel F. The arithmetic ($957,121.20 x 0.1837) leads to a credit of $175,823.16. When that figure is subtracted from the $957,121.20 balance owed on the debt, the resulting adjusted balance owed on the debt as of the foreclosure date is $781,298.04. That amount will be added to the redemption price for the “balance due on the debt” category of charges pursuant to Alabama Code § 6-5-253.

3. Accrued Interest on the Debt.

The next category of lawful charge prescribed by Alabama’s redemption statute is the interest accrued on the balance on the debt. In particular, the statute calls for the redemptioner to “pay any balance due on the debt, with interest as aforesaid thereon to date.” Ala.Code § 6-5-253 (emphasis added). As before, the parties dispute the period of time during which interest should run, with CS Assets seeking interest accrual all the way through the present and First Financial maintaining that interest ceased accruing on the date that this redemption action commenced. The Court has already decided this question in First Financial’s favor in Section IV.C., supra, and the reasoning set forth there applies with equal force here. Accordingly, the Court finds as a matter of law that interest accrues on the balance due on the debt only from the November 30, 2007 foreclosure date through the date on which this redemption action was filed (November 7, 2008).

As for the applicable rate of interest, the redemption statute specifies that interest accrues “at the rate allowed to be charged on money judgments as set forth in Section 8-8-10.” Ala.Code § 6-5-253. The cited section in turn provides that money judgments, “if based upon a contract action, bear interest ... at the same rate of interest as stated in said contract; all other judgments shall bear interest at the rate of 12 percent per annum.” Ala. Code § 8-8-10. The Alabama Supreme Court has endorsed the proposition that a rate of interest fixed by contract takes precedence over the fixed legal rate in the redemption context. See Southeast Enterprises, 720 So.2d at 876-77 (“If a portion of the redemption price is composed of a debt for which the interest rate is fixed by contract (e.g., a note), the contract rate would apply in lieu of the fixed legal rate.”). The Renewal Promissory Note executed between West Beach and CS Assets called for an interest rate of 15% per annum on all balances in default 10 days or more. (Doc. 48, Exh. H, at 1.) The balance of the debt owed clearly flows from that Renewal Note. Therefore, interest accrues on the balance owed on the debt for redemption purposes at the contract rate of 15% rather than the fixed statutory rate of 12%. First Financial does not argue otherwise.

Computing interest on the balance due on the debt at the rate of 15% from the date of the foreclosure sale (November 30, 2007) through the date of commencement of suit (November 7, 2008) yields an interest figure of $109,811.44. That figure will be added to the redemption price.

4. Attorney’s Fees and Late Charges.

Next, the parties clash over CS Assets’ contention that attorney’s fees and late charges relating to nonpayment and recovery of the West Beach debt should be incorporated into the redemption price. The Court will consider each of these items in turn.

a. Attorney’s Fees.

With respect to attorney’s fees, CS Assets seeks to include in the redemption price the sum of $50,000 in attorney’s fees and expenses it incurred in the foreclosure action and the West Beach Action in the Northern District of Alabama to obtain a deficiency judgment against West Beach. First Financial concedes that “the attorney’s fees payable upon redemption are to be awarded in the Court’s discretion.” (Doc. 52, at 20.) Thus, it is not contested that the West Beach Action attorney’s fees are a proper element in computing the redemption price here. And despite First Financial’s criticism that CS Assets “has provided no satisfactory itemization of its claim for attorney’s fees” (doc. 52, at 21), it has failed to come forward with any evidence or argument suggesting that itemization is necessary or that there are genuine issues of material fact as to the veracity and reasonableness of CS Assets’ accrual of $50,000 in attorney’s fees and expenses in connection with foreclosure and deficiency proceedings against West Beach.

Where the parties part company on the attorney’s fee issue is on the question of apportionment. First Financial wants those fees to be apportioned based on the partial redemption nature of this case. CS Assets does not. Alabama courts have plainly allowed apportionment of attorney’s fees and expenses in partial redemption cases. More than a century ago, the Alabama Supreme Court explained that “[i]t should be also ascertained ... what portion of the attorney’s fee and costs of foreclosure sale should be borne by the respondent, and what by the complainants coming to redeem their remainder; and the portion thereof to be paid by complainants should be in the proportion that the value of the remainder sought to be redeemed bears to the combined values” of the foreclosed parcels. Pitts v. American Freehold Land Mortg. Co. of London, 47 So. 242, 244 (Ala.1908). Both sides have cited Pitts for this very proposition at various points in their summary judgment briefs. (Doc. 56, at 6; doc. 59, at 17.)

Accordingly, the Court will follow the Pitts guidance, both as a matter of law and based on the equities of having First Financial bear responsibility only for that portion of CS Assets’ attorney’s fees and expenses relating to the particular parcels it is redeeming. In Section IV.D.2.C., supra, the Court computed the market value of Parcel F relative to the market value of all parcels at issue as being 18.37%. As such, the attorney’s fees included in the redemption price will be reduced by 18.37% to apply the apportionment principies espoused in Pitts. The arithmetic ($50,000 x 0.8163) yields a lawful charge of $40,815.00 in attorney’s fees, which will be included in the redemption price.

b. Late Charges.

As for late charges, the parties’ debate proceeds along largely similar lines to those addressed in the attorney’s fee context. The Renewal Promissory Note executed by West Beach and CS Assets contains a provision stating that if principal and interest are not paid at maturity or at acceleration, West Beach agrees “to pay a late charge equal to 5% of the total debt (principal plus interest).” (Doc. 48, Exh. H, at 1.) The Final Judgment entered in the West Beach Action “allowed a reasonable late charge penalty of $60,000.00.” (Doc. 48, Exh. L, at 1 n. 1.) CS Assets now seeks inclusion of that $60,000 late charge in the redemption price. The legal basis for this request is that, under Alabama law, late charges are considered a form of interest, whose enforceability is “limited only by principles of unconscionability.” Cantrell v. Walker Builders, Inc., 678 So.2d 169, 178 (Ala.Civ.App.1996) (recognizing that “late charges may be treated as provisions for interest upon the underlying obligation” for loans exceeding $2,000, pursuant to Ala.Code § 8-8-5). There has been, and can reasonably be, no suggestion that a $60,000 late charge under the CS Assets/West Beach loan agreement (amounting to less than 2.5% of the principal that West Beach had failed to pay) was unconscionable. Because interest is properly awarded as a category of lawful charges in the statutory redemption scheme, and because the late charge in question here is properly viewed as a form of interest, that late charge may be included in the redemption price.

For its part, First Financial states that “it is agreeable to paying a late charge based on the $60,000.00 awarded in the deficiency litigation,” subject to the same kind of apportionment it requested in the attorney’s fees context. (Doc. 52, at 20.) As stated in the attorney’s fee section, the Court agrees that a Pitts analysis is appropriate, rejects CS Assets’ self-contradictory contention that apportionment of late charges in the Pitts manner is not permitted under Alabama law and equity, rejects First Financial’s nebulous request for apportionment based on the relative fraction of funds sought under the original Heritage loan to those sought under the modified CS Assets loan, and performs apportionment calculations in precisely the same manner as it did on the attorney’s fees category. Multiplying the $60,000 late charge by 0.8163 (the share of the late charge not attributable to Parcel F in this partial redemption case), the Court finds that the late fee charge properly included in the redemption price equals $48,978.

E. Credit for Property Taxes Paid by First Financial.

Having worked through the various statutory components of the redemption price, the Court’s work is not yet finished. First Financial requests a credit for certain property taxes it paid on Parcel F and the Metes and Bounds Parcel. In keeping with the parties’ scorched-earth mantra in this case, CS Assets opposes that request. The Court therefore will intercede on this aspect of the dispute, as well.

The uncontroverted evidence is that in January 2009 (several months after First Financial commenced this redemption action but several months before the dismissal of its claims for redemption of Parcel F and the Metes and Bounds Parcel), First Financial “paid the property taxes that were due on all parcels described in its complaint.” (Province Aff., ¶ 6.) Such taxes included the sum of $27,767 in property taxes due for Parcel F and the Metes and Bounds Parcel. (Id.) At the time that First Financial paid those taxes, it was in fact seeking redemption of those parcels. Of course, subsequent events in this litigation extinguished First Financial’s claims for redemption of Parcel F and the Metes and Bounds Parcel. In light of these events, First Financial requests a setoff of $27,767 from the redemption price to account for this tax payment, which worked directly to the benefit of CS Assets by relieving CS Assets of the obligation to pay 2009 taxes for real property it owns.

Faced with this facially reasonable request for a minor adjustment of the total redemption price to account for a payment made by First Financial in good faith that inured wholly to CS Assets’ benefit, CS Assets nonetheless objects. According to CS Assets, First Financial “acted as a volunteer” when it paid the taxes, so it is simply out of luck. (Doc. 59, at 28; doc. 60, at 15.) CS Assets is cor