UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ REGIONS BANK, │ Plaintiff-Appellant, │ > No. 22-5725 │ v. │ │ DONNIE FLETCHER; DENNIS FLETCHER; INTERNAL │ REVENUE SERVICE, │ Defendants-Appellees. │ ┘

Appeal from the United States District Court for the Eastern District of Tennessee at Chattanooga. No. 1:21-cv-00291—Travis Randall McDonough, District Judge.

Decided and Filed: May 4, 2023

Before: GRIFFIN, STRANCH, and DAVIS, Circuit Judges.

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COUNSEL ON BRIEF: Walter N. Winchester, E. Brian Sellers, WINCHESTER, SELLERS, FOSTER & STEELE, P.C., Knoxville, Tennessee, for Appellant. William A. Harris, III, HARRIS LAW FIRM, PLLC, Chattanooga, Tennessee, for Appellees Donnie and Dennis Fletcher. Michael J. Haungs, Bethany B. Hauser, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C., for Appellee Internal Revenue Service. _________________

OPINION _________________

JANE B. STRANCH, Circuit Judge. In this judicial foreclosure action, Regions Bank appeals the district court’s order granting summary judgment in favor of Donnie and Dennis Fletcher (“the Fletcher brothers”). The district court concluded that Regions’ suit was barred by No. 22-5725 Regions Bank v. Fletcher, et al. Page 2

Tennessee’s statute of limitations for actions to enforce liens on real property, Tenn. Code Ann. § 28-2-111, and declined to establish an equitable lien in favor of the Bank. For the following reasons, we AFFIRM the district court’s judgment.

I. BACKGROUND

In 1973, the brothers’ father, Marvin Fletcher, purchased real property located in Sequatchie County, Tennessee. In 1997, he executed a Deed of Trust and a HELOC, a home equity line of credit agreement (collectively, “the Loan”), in the amount of $200,000, in favor of Regions Bank, which was known as Pioneer Bank at the time. The Deed of Trust was recorded in the Register’s Office for Sequatchie County. The terms of the Loan provided for monthly interest payments until the maturity date—May 10, 2007—at which point a final balloon payment of the entire outstanding balance would become due. The Loan contained a provision for “changing the terms of this agreement,” which stated that the Bank generally “may not change the terms of this agreement,” with certain exceptions, including that “[the Bank] may make changes that unequivocally benefit [the borrower].”

The Loan’s maturity date came and went in May 2007, but Regions Bank did not demand payment of the entire balance, refinance the Loan, or foreclose on the property, although it had the right to do so under the Loan. Instead, the Bank continued to accept monthly interest payments. Marvin Fletcher passed away on December 24, 2009.1 Donnie and Dennis—who used the property as their family trucking company’s place of business—made payments on the Loan through their business both before and after their father’s death. The Fletchers’ bookkeeper, Carol Condra, wrote the checks to Regions Ban