Arena Auto Auction, Inc. v. MECUM'S COUNTRYSIDE MOTOR COMPANIES, INC.

621 N.E.2d 254, 251 Ill. App. 3d 96, 190 Ill. Dec. 385
CourtAppellate Court of Illinois
DecidedSeptember 23, 1993
Docket2-92-0514
StatusPublished
Cited by4 cases

This text of 621 N.E.2d 254 (Arena Auto Auction, Inc. v. MECUM'S COUNTRYSIDE MOTOR COMPANIES, INC.) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Arena Auto Auction, Inc. v. MECUM'S COUNTRYSIDE MOTOR COMPANIES, INC., 621 N.E.2d 254, 251 Ill. App. 3d 96, 190 Ill. Dec. 385 (Ill. Ct. App. 1993).

Opinion

JUSTICE WOODWARD

delivered the opinion of the court:

Plaintiff, Arena Auto Auction, Inc. (Arena), appeals from an order in which the trial court held that defendant Amcore Bank’s (Am-core’s) security interest in certain automobiles was superior to Arena’s, and, therefore, Amcore was entitled to approximately $126,197.76 held in escrow. On appeal, Arena raises two arguments: (1) whether Amcore’s security interest attached to the subject vehicles and (2) whether Arena properly filed its financing statement.

Arena is a corporation which conducts the sale of motor vehicles at auctions. Its principal place of business is in Bolingbrook, Illinois. Defendant Amcore is a national banking association located in Rockford, Illinois. Defendant Mecum’s Countryside Motor Company, Inc. (Mecum’s), which is not a party in this appeal, is a corporation which operates used car lots in Loves Park, Illinois, and Roscoe, Illinois. Defendants Edward L. Mecum, Sr., Edward L. Mecum, Jr., and Dana Mecum, who are also not parties in this appeal, are officers of Me-cum’s.

On January 12, 1989, Mecum’s executed a loan agreement and promissory note in the face amount of $750,000 in favor of Amcore. Mecum’s also executed a security agreement and financing statement in favor of Amcore to secure the promissory note in the amount of $750,000, which pledged Mecum’s vehicle inventory as security for the debt. Amcore properly perfected its security interest in the vehicle inventory on January 20, 1989, by filing with the Illinois Secretary of State’s office financing statement No. 2525170, which covered Me-cum’s vehicle inventory.

On March 22, 1989, Mecum’s provided a dealer information sheet to Arena in order to trade vehicles at the latter’s auction. The corporate name of Mecum’s was incorrectly listed on the dealer information sheet as “Mecum’s Countryside Motor, Inc.,” rather than in its correct corporate name of “Mecum’s Countryside Motor Company, Inc.”

On the same date, Mecum’s executed a dealer registration agreement (Agreement) with Arena under the name of “Mecum’s Countryside Motor.” Dealers were required to sign the Agreement before they could trade vehicles at the Arena auction. The Agreement sets forth the terms and conditions under which dealers were to obtain motor vehicles through the Arena auction. Paragraph 8(d) provides that both the title and ownership of vehicles which Mecum’s obtained through the auction would remain in the seller of the vehicles until payment in full had been made.

Thereafter, Mecum’s began to acquire vehicles through Arena pursuant to the terms and conditions of the Agreement. In January 1991, Arena and Mecum’s were contemplating an increase in the latter’s line of credit. At that time, Arena presented two requests for information (Uniform Commercial Code form 11.7) to the Secretary of State’s office. One of the requests involved Edward L. Mecum, Sr. The other request listed the name “Mecum’s Countryside Motor, Inc.,” the above-cited corporate name provided in the dealer information sheet. The Secretary of State’s office advised Arena that as of December 7, 1990, there were no prior security interests recorded against Mecum’s.

On January 15, 1991, Mecum’s executed a security agreement and financing statement in favor of Arena, which pledged the motor vehicles obtained from Arena as security for its debt. Arena recorded its financing statement on January 28, 1991, with the Secretary of State’s office. On or about October 1, 1991, Mecum’s acquired 93 vehicles from Arena without making any payment towards the vehicles. As of December 13, 1991, Mecum’s had sold 53 of these vehicles to the public.

On December 12, 1991, Arena filed a complaint for injunction, imposition of trust and other relief against Mecum’s, Edward L. Mecum, Sr., Edward L. Mecum, Jr., and Dana E. Mecum. On that same date, Arena also obtained a temporary restraining order prohibiting Me-cum’s from selling the remaining vehicles purchased from Arena.

By agreement, Amcore was added as a defendant on December 20, 1991. As part of its answer to the amended complaint for injunction, imposition of trust and other relief, Amcore filed a counterclaim against Arena stating that it had a valid prior and senior perfected lien in Mecum’s vehicle inventory. Also, by agreement, the court entered an order providing that the remaining Mecum’s vehicles be sold and the proceeds placed in escrow at Amcore. The amount realized from the sale of the remaining inventory was $126,197.76.

On February 21, 1992, the trial court held a hearing to determine whether Amcore or Arena was entitled to the proceeds held in escrow. In a hearing held on March 23, 1993, the trial court stated its decision thusly:

“Getting to the crux of it, the Arena Auction — Auto Auction never gave notice to the bank pursuant to 9 — 312 and especially 9 — 312(e) Uniform Commercial Code their claimed lien on the property and they never — they didn’t file a proper security document either. But primarily they didn’t notify the bank within the twenty days of preferred time that they could have.
What it comes down to then deciding the lien rights between the two parties, the Court finds that the bank has a valid prior and senior lien to the Auction. And therefore the $125,000 [sic] in escrow belongs to the bank.”

The trial court’s finding was reflected in an order entered on April 1,1992. This timely appeal followed.

Arena first argues that Mecum’s did not hold a sufficient interest in the Arena vehicles for Amcore’s security interest to attach to same. Specifically, Arena maintains that Arena and Mecum’s did not intend that Mecum’s would acquire ownership of Arena’s vehicles until payment had been made and that Arena retained titles to all of the Arena vehicles.

In response, Amcore contends that Arena’s title retention is immaterial for purposes of determining ownership or rights in vehicle inventory. We agree. A security interest in a motor vehicle is ordinarily perfected according to the provisions of the Illinois Vehicle Code (Vehicle Code) (Ill. Rev. Stat. 1989, ch. 951/2, par. 1 — 100 et seq.). Section 3 — 201 of the Vehicle Code contains specific exception for security interests in vehicle inventory of the type involved in the instant case. (See, e.g., Central National Bank v. Worden-Martin, Inc. (1980), 90 Ill. App. 3d 601, 602.) Section 3 — 201 of the Vehicle Code provides:

“Excepted liens and security interests. This Article does not apply to or affect:
* * *
(c) A security interest in a vehicle created by a manufacturer or dealer who holds the vehicle for sale, but a buyer in the ordinary course of trade from the manufacturer or dealer takes free of the security interest.” Ill. Rev. Stat. 1989, ch. 95V2, par. 3-201(c).

In the Uniform Commercial Code (Code), a “[security interest” is defined as:

“[A]n interest in personal property or fixtures which secures payment or performance of an obligation. The retention or reservation of title by a seller of goods *** is limited in effect to a reservation of a ‘security interest’.” (Ill. Rev. Stat.

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Bluebook (online)
621 N.E.2d 254, 251 Ill. App. 3d 96, 190 Ill. Dec. 385, Counsel Stack Legal Research, https://law.counselstack.com/opinion/arena-auto-auction-inc-v-mecums-countryside-motor-companies-inc-illappct-1993.