Badgett v. Security State Bank

786 P.2d 302, 56 Wash. App. 872, 11 U.C.C. Rep. Serv. 2d (West) 1, 1990 Wash. App. LEXIS 68
CourtCourt of Appeals of Washington
DecidedFebruary 13, 1990
Docket11965-0-II
StatusPublished
Cited by4 cases

This text of 786 P.2d 302 (Badgett v. Security State Bank) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Badgett v. Security State Bank, 786 P.2d 302, 56 Wash. App. 872, 11 U.C.C. Rep. Serv. 2d (West) 1, 1990 Wash. App. LEXIS 68 (Wash. Ct. App. 1990).

Opinions

Petrich, J.

Raymond and Audrey Badgett appeal summary judgments dismissing their action for damages against Security State Bank, awarding the Bank judgment on its loan to them, and permitting foreclosure on their property. We find that the evidence presented raises material issues of fact concerning the Bank's duty to the Badgetts and so remand the case for trial.

The Badgetts' relationship with Security State began in 1980, when they transferred their business from Rainier Bank and borrowed $476,000 from Security State to pay off loans at Rainier and to provide for operating expenses. The contracts for that term loan and later loans had 1-year call or maturity dates, but they were amortized over 5 to 10 years. According to the Badgetts' first loan officer, that was [874]*874a fairly typical practice for agricultural loans, allowing the contracts to be reexamined and "reworked" each year in light of changing circumstances.

The record contains considerable evidence of such restructuring activities, the most significant of which took place in 1984. At that time, because of Raymond Badgett's poor health, the Badgetts decided to quit the dairy business. After some negotiations, the Bank agreed to modify the loan contract to permit the Badgetts to take part in a government termination program and to liquidate their assets over a 1-year period.

Later that year, however, the Badgetts changed their minds; there were further negotiations, and in the spring of 1985, the Bank agreed to a new loan and other restructuring to allow the Badgetts to continue in business. The new contract covered a debt of $1,050,000, secured by the Bad-getts' dairy herd and their various properties.

Thereafter, following further difficulties, the Badgetts again decided to quit the dairy business. They hoped to facilitate their liquidation by taking advantage of a federal dairy termination program. Under this new program, participants were selected on the basis of bids, and they were required to keep their facilities out of milk production for 5 years. The Badgetts proposed to bid $18 per hundredweight of milk production, for which they expected to receive $1,600,000. Because they would need some money for other loans and the expenses of maintaining the dairy facilities for 5 years until they could be sold, the Badgetts did not feel they could pay off their entire loan to the Bank with the proceeds from the termination program.

On March 3, 1986, they met with their current loan officer, Joe Cooke, the Bank's attorney, and their own attorney to discuss participation in the program. They initially asked that the Bank accept 80.percent of the money owed and forgive the remainder. When Cooke rejected that proposal, they offered to pay the Bank 80 percent of the loan balance in cash and either (1) give the Bank a security interest in their land (which had an appraised value of $2 million); [875]*875(2) deed to the Bank a parcel or parcels of land to equal the other 20 percent; or (3) sell off one or more of the four parcels which did not contain dairy facilities and pay the other 20 percent of the loan.1

Raymond Badgett and his attorney testified by deposition that Cooke and Security State's lawyer, John Hall, told them that their proposals would be presented to the loan committee. However, according to four members of that committee, Cooke told them only that Badgett was asking for a 20 percent discount of the loan, and that it was a "take it or leave it" proposition.

The committee rejected that proposal. The Badgetts were told that the Bank was not interested in compromising its collateral. In order to obtain the money they needed to pay off the entire loan and still retain operating funds, they submitted a bid of $25.89 per hundredweight. The government rejected that bid, accepting bids of $22.50 or less. Shortly thereafter, the Badgetts defaulted, and the Bank sold their herd and machinery for $374,447.85.

The Badgetts commenced an action against the Bank for damages and the Bank counterclaimed for a judgment for the moneys owing. By summary judgment, the court dismissed the Badgetts' claims, awarded the Bank $1,333,267.48, plus attorneys fees and costs, and ordered foreclosure on the Badgetts' property. We hold that it was error to decide these issues as a matter of law.

When reviewing the trial court's decision on a summary judgment, this court engages in the same inquiry as the trial court. Wilson v. Steinbach, 98 Wn.2d 434, 437, 656 P.2d 1030 (1982). The motion should be granted only if there is no genuine issue of material fact. Hontz v. State, 105 Wn.2d 302, 311, 714 P.2d 1176 (1986). There were several such issues here.

[876]*876The most important among them pertain to the scope of the Bank's duty to the Badgetts. Every contract imposes an obligation of good faith in its performance. This requirement of contractual fair dealing is found in section 1-203 of the Uniform Commercial Code, RCW 62A.1-203. The transaction here is at least partially encompassed by Article 9 of the Code because the loan was secured by the livestock, equipment and inventories of the dairy farm, in addition to the land itself.2 Moreover, because the U.C.C. reflects many principles of contract law which are also applicable to the making and performance of agreements governed by other laws, the Code has often been used as an analogy to situations that are not explicitly covered by its provisions. See Liebergesell v. Evans, 93 Wn.2d 881, 892, 613 P.2d 1170 (1980) (applying principles of good faith to the making of promissory notes); Nevada Nat'l Bank v. Huff, 94 Nev. 506, 582 P.2d 364 (1978) (applying concept of unconscionability and course of dealing to vehicle leases); and Sunco Mfg. Co. v. Hargrove, 581 P.2d 925 (Okla. Ct. App. 1978) (U.C.C. provision regarding notification of acceptance of a contract applied to mechanics' lien and waiver). It is appropriate to consider U.C.C. principles in this case.

The requirement of good faith dealing is the single most important concept intertwined throughout the entire Uniform Commercial Code. Schroeder v. Fageol Motors, Inc., 86 Wn.2d 256, 262, 544 P.2d 20 (1975). A bank has a duty of good faith to its customers, including borrowers. Warren v. Washington Trust Bank, 19 Wn. App. 348, 367, 575 P.2d 1077 (1978), modified on other grounds, 92 Wn.2d 381, 598 P.2d 701 (1979). As Security State maintains, this duty of good faith does not require a party to accept a material change in the terms of its contracts. Betchard-[877]*877Clayton, Inc. v. King, 41 Wn. App. 887, 890, 707 P.2d 1361 (1985).

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Bluebook (online)
786 P.2d 302, 56 Wash. App. 872, 11 U.C.C. Rep. Serv. 2d (West) 1, 1990 Wash. App. LEXIS 68, Counsel Stack Legal Research, https://law.counselstack.com/opinion/badgett-v-security-state-bank-washctapp-1990.