By JARED WHITLEY
Leaders at a mortgage broker caught up in litigation over United Wholesale Mortgage’s “All In” ultimatum say they never agreed to be in an exclusive relationship with Mat Ishbia’s company.
Lawyers for UWM filed suit against Atlantic Trust Mortgage Corporation in January, claiming they submitted at least 71 mortgages to rivals Rocket Mortgage or Fairway Independent Mortgage, causing about $355,000 in damages.
If Atlantic Trust wanted to work with other lenders, they argued, it needed to submit written notice that it was terminating its business with UWM. That is standard under Ishbia’s ultimatum, which has been controversial since it was introduced in March 2021 because it forces brokers to stop sending loans to Rocket and Fairway if they want to continue to conduct business with his company.
According to Atlantic Trust leadership, Ishbia and UWM tried to woo them like a fervent suitor who wouldn’t take “no” for an answer, which caused the problem in the first place.
In an interview for mortgageshots.com, Atlantic Trust President Scott Goldstein and Vice President Wade Swindell said although they had worked with UWM, they consistently declined offers to do so exclusively. The pursuit lasted for almost two years.
Then, in December of 2022, UWM Senior Vice President of Sales Allen Beydoun pitched Atlantic Trust an idea: Try us for 60 days, and if it doesn’t work out, we’ll all move on.
“We said as long as we don’t have to sign the addendum, we’ll give you a try,” Swindell told mortgageshots.com.
The actual episode of the podcast was briefly taken down, but when The Mortgage Note reached out to Brian Stevens, writer and host of MortgageShots, it was reposted on the outlet’s YouTube channel.
“There are certain segments of the mortgage market that seem to have taken the approach ‘sue first, ask questions later,’ and when you’re the billionaire bully on the playground, it’s going to force some companies and individuals to second-guess what they say and do, even if it’s right,” Stevens told The Mortgage Note.
According to court documents filed by lawyers for Atlantic Trust, they never signed an addendum promising to be “All In.” Instead, paperwork shows UWM used an unsigned amendment to a 2018 wholesale broker agreement as an exhibit in support of its lawsuit’s complaint.
“The purported ‘amendment’ to the 2018 wholesale broker agreement attached by UWM as Exhibit B to its complaint is undisputedly not signed by either party and UWM does not even allege that the purported ‘amendment’ was ever signed,” court documents say.
As such, any alleged exclusivity agreement is unenforceable, according to Atlantic Trust.
“UWM’s complaint should be dismissed with prejudice as a matter of law because the 2022 unsigned amendment to the 2018 wholesale broker agreement which UWM claims was breached and which is attached [as an exhibit] to UWM’s complaint, was never completed nor executed by the parties and therefore is unenforceable on its face,” reads Atlantic Trust’s suit.
When it comes to the claims by Atlantic Trust that they were heavily pursued by UWM, one mortgage industry watcher told The Mortgage Note, “It’s like a case for Dr. Phil, not the federal bench.”
However, there could be something to this.
“There is an obligation of good faith and fair dealing implied in the performance of every contract,” Daniel Crane, a law professor at the University of Michigan, told The Mortgage Note. “And it generally means that one party to the contract is not allowed to use strong-arm tactics against the other.”
Did UWM use strong-arm tactics to try and coerce Atlantic Trust into an exclusivity agreement? That’s the question many in the industry are asking.
This pattern of behavior could also shed light on how companies were persuaded to agree to Ishbia’s “All In” ultimatum. And it could lead some people to question UWM’s ethics, putting the company’s reputation at risk.
“This could potentially threaten its brand image and standing in the eyes of its stakeholders, including customers, investors, employees, and the broader public.” University of New Haven Professor Angeli Gianchandani, who specializes in marketing and business ethics at Pompea College of Business, said.
Since UWM has already been sued by current and former employees who allege retaliation, a hostile work environment, and a failure to pay minimum wages and overtime, keeping the trust of stakeholders might become harder for Ishbia and his team moving forward.
“Establishing trust to regain stakeholder confidence will take a long time, and others may walk away,” Gianchandani said.
UWM spokesperson Nicole Roberts said that “All-In” was put into place to help protect independent mortgage brokers and consumers across the country, and it has been a massive success.
“Unfortunately, Atlantic Trust Mortgage is one of the companies who signed a contract and then knowingly breached it. Therefore, we will follow the agreed upon contract and win damages,” Roberts said.
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