Coachmen Industries, Inc. v. Security Trust & Savings Bank of Shenandoah

329 N.W.2d 648, 35 U.C.C. Rep. Serv. (West) 1012, 1983 Iowa Sup. LEXIS 1402
CourtSupreme Court of Iowa
DecidedFebruary 16, 1983
Docket67592
StatusPublished
Cited by22 cases

This text of 329 N.W.2d 648 (Coachmen Industries, Inc. v. Security Trust & Savings Bank of Shenandoah) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Coachmen Industries, Inc. v. Security Trust & Savings Bank of Shenandoah, 329 N.W.2d 648, 35 U.C.C. Rep. Serv. (West) 1012, 1983 Iowa Sup. LEXIS 1402 (iowa 1983).

Opinion

*649 McCORMICK, Justice.

This case involves competing claims by creditors of a bankrupt recreational vehicle dealer. Plaintiff Coachmen Industries, Inc., as assignee of the holder of a purchase money security interest, sought to recover proceeds of sale of two recreational vehicles from defendant Security Trust & Savings Bank of Shenandoah, holder of a general security interest. The trial court awarded plaintiff judgment for the proceeds of one sale but denied recovery for the other. Plaintiff’s appeal challenges the court’s failure to allow recovery of the proceeds of both sales and the failure to allow interest from the date the money was due. Defendant’s cross-appeal challenges plaintiff’s right to any recovery. We reverse and remand on plaintiff’s appeal and affirm on the cross-appeal.

The material facts are not disputed. In January 1977 Harry Rees organized a recreational vehicle sales business in Shenandoah called Ponderosa R.V. Center. Ponderosa subsequently opened a branch at Red Oak. In February 1977 Ponderosa executed and delivered a general security interest to defendant on all vehicles, proceeds, accounts receivable, contract work and rights. This agreement was perfected on February 18, 1977. In November Ponderosa executed and delivered a purchase money security interest to Finance America Private Brands, Inc., a corporation affiliated with plaintiff. The agreement covered the dealer’s inventory of vehicles and other merchandise sold to Ponderosa by plaintiff. This purchase money security interest was perfected December 29, 1977. Plaintiff is the assignee of Finance America Private Brands, Inc., in the present case.

In November 1978 Ponderosa owed defendant more than $64,000. On November 6, 1978, Mr. and Mrs. Duane Young paid Ponderosa $9,352 for a recreational vehicle on which plaintiff held its purchase money security interest. On the same date Ponde-rosa wrote a check to Finance America in that amount on its account with defendant. The next day Ponderosa deposited the Young check in the account. From then until November 17, 1978, the account balance exceeded that amount. On that date, however, defendant set off the checking account balance of $9,623.05 in partial payment of Ponderosa’s debt to it. On November 20, 1978, Finance America presented Ponderosa’s check for payment, and it was returned because of insufficient funds in the account to pay it. This constitutes the basis for plaintiff’s first claim to sale proceeds.

On November 27, 1978, Ponderosa filed a Chapter XI bankruptcy petition. On December 4,1978, Ponderosa sold a recreational vehicle on which Finance America held a purchase money security interest to Gerald Bower. A 1976 recreational vehicle was received in trade. In March 1979 defendant was permitted to reclaim the Bower trade-in in the bankruptcy proceeding. On March 13, 1979, defendant gave Finance America notice of its intention to sell the reclaimed collateral, including the Bower trade-in, by private sale commencing March 26, 1979. Finance America did not notify defendant of any claimed security interest in any of the collateral to be sold.

Defendant proceeded with the sale and received $10,638 for the Bower trade-in. Its expenses of sale attributable to that vehicle were $918.71. In May 1979, Finance America inquired of the bankruptcy trustee concerning the disposition of the proceeds of the Bower sale, which, of course, would include the trade-in. In July Finance America for the first time learned of the trade-in while taking a deposition of Harry Rees. On September 4, 1979, Finance America made its first demand of defendant for the proceeds of that sale. Defendant refused the demand, and this situation constitutes the basis for plaintiff’s second claim for sale proceeds.

In the present action plaintiff sought judgment for the proceeds of the Young sale and for the proceeds of sale of the Bower trade-in, less expenses of that sale. In giving plaintiff judgment for the proceeds of the Young sale, the court held that Finance America’s purchase money security interest took priority over defendant’s com *650 mon law right of setoff and general security interest. Interest was awarded to plaintiff at ten percent per annum from the date of judgment. In denying judgment on plaintiffs claim to the proceeds of sale of the Bower trade-in, the court held plaintiff was barred from recovery by estoppel.

On plaintiff’s appeal the issues are whether the court erred in failing to grant prejudgment interest on the award and in applying the doctrine of estoppel to bar recovery of the proceeds from sale of the trade-in. On defendant’s cross-appeal the issue is whether the court erred in refusing to give priority to its right of setoff and its general security interest in the proceeds of the Young sale. We will treat the cross-appeal first.

I. The cross-appeal. Defendant contends it had a priority right to the proceeds of the first sale based on its common law right of setoff and its general security interest. We disagree.

Pursuant to section 554.9104(i) of the Iowa Code (1981), Article 9 of the Uniform Commercial Code does not affect “any right of setoff.” This only means that the common law right of a bank to set off a general deposit against a depositor’s matured debt is not changed by the statute. The right of setoff is not a security interest. This does not mean, however, that a right of setoff automatically has priority over security interests.

The present case involves conflicting interests in proceeds of sale of collateral. The issue of priority is governed by section 554.9306. See Citizens National Bank v. Mid-States Development Co., 177 Ind.App. 548, 380 N.E.2d 1243 (1978); Associate Discount Corp. v. Fidelity Union Trust Co., 111 N.J.Super. 353, 268 A.2d 330 (1970). Under that provision, a right of setoff takes priority over a perfected security interest only in certain circumstances after insolvency. See § 554.9306(4)(d)(i). Because the setoff occurred before insolvency in this case, plaintiff’s purchase money security interest in the proceeds of sale takes priority. See § 554.9306(2); Citizens National Bank v. Mid-States Development Co., 177 Ind.App. at 557, 380 N.E.2d at 1248 (“The effect of this Section is to give the Chapter nine secured party, upon a debtor’s default, priority over ‘anyone, anywhere, anyhow’ except as provided by the remaining Code rules.”).

Moreover, the statute makes a purchase money security interest prior in right to a general security interest under the circumstances in this case, even though defendant’s security interest was perfected earlier. See § 554.9312(3). The fact that the proceeds were commingled with other funds of the debtor does not defeat this priority by making them unidentifiable. The proceeds are identifiable in their entirety within the meaning of the statute because the account balance always exceeded the amount of the proceeds during the period involved. See Michigan National Bank v. Flowers Mobile Home Sales, Inc., 26 N.C. 690,

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Bluebook (online)
329 N.W.2d 648, 35 U.C.C. Rep. Serv. (West) 1012, 1983 Iowa Sup. LEXIS 1402, Counsel Stack Legal Research, https://law.counselstack.com/opinion/coachmen-industries-inc-v-security-trust-savings-bank-of-shenandoah-iowa-1983.