Finance America Commercial Corp. v. Econo Coach, Inc.

454 N.E.2d 1127, 118 Ill. App. 3d 385, 73 Ill. Dec. 878, 37 U.C.C. Rep. Serv. (West) 957, 1983 Ill. App. LEXIS 2345
CourtAppellate Court of Illinois
DecidedSeptember 30, 1983
Docket82-750
StatusPublished
Cited by23 cases

This text of 454 N.E.2d 1127 (Finance America Commercial Corp. v. Econo Coach, 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
Finance America Commercial Corp. v. Econo Coach, Inc., 454 N.E.2d 1127, 118 Ill. App. 3d 385, 73 Ill. Dec. 878, 37 U.C.C. Rep. Serv. (West) 957, 1983 Ill. App. LEXIS 2345 (Ill. Ct. App. 1983).

Opinion

JUSTICE HOPF

delivered the opinion of the court:

This case is before us for the second time. See Finance America Commercial Corp. v. Econo Coach, Inc. (1981), 95 Ill. App. 3d 185, 419 N.E.2d 935.

In April 1978 plaintiff, Finance America Commercial Corporation (Finance) filed an action against defendants seeking, among other things, a judgment for immediate possession of 17 recreational vehicles which were pledged as security for loans made to defendants pursuant to an inventory loan agreement. In February 1979, Arthur Frey, Donald Gable and William Herchenbach (Intervenors) filed a petition to interplead, alleging that during 1977 they each had purchased recreational vehicles from certain of the defendants; that certain of the defendants represented to interpleaders that they would forward the certificates of origin for the vehicles to the Illinois Secretary of State for issuance of the titles in interpleaders’ names; that certain of defendants titled said vehicles in the name “Econo-Coach, Inc.” in the State of Florida; and, that the titles were then pledged by certain of the defendants as security for loans from plaintiff. Plaintiff thereafter filed a motion for summary judgment against defendants which was granted by the court. In January 1980, plaintiff filed a motion for summary judgment against interpleaders and interpleaders filed an answer thereto. Summary judgment was entered in plaintiff’s favor against interpleaders in April 1980. Thereafter, two of the inter-pleaders, Herchenbach and Gable, appealed from the order granting summary judgment and from a June 1980 order denying their petition for reconsideration. In September 1980, Finance repossessed the two vehicles in Herchenbach’s possession and sold them at an auction for a total of $16,100.

In our previous opinion, we noted initially that Herchenbach and Gable were in fact intervenors within the meaning of section 26.1 of the Civil Practice Act (Ill. Rev. Stat. 1979, ch. 110, par. 26.1, now codified at Ill. Rev. Stat. 1981, ch. 110, par. 2 — 408) rather than inter-pleaders (Ill. Rev. Stat. 1979, ch. 110, par. 26.2, now codified at Ill. Rev. Stat. 1981, ch. 110, par. 2 — 409). (Finance America Commercial Corp. v. Econo Coach, Inc. (1981), 95 Ill. App. 3d 185, 186, 419 N.E.2d 935.) We will therefore refer to them in this appeal as Intervenors. In the initial appeal, we ultimately reversed and remanded the cause because there existed a genuine issue of material fact as to whether Intervenors were buyers “in ordinary course of business” so as to be entitled to the protection afforded to purchasers under section 9 — 307(1) of the Uniform Commercial Code. 95 Ill. App. 3d 185, 187, 419 N.E.2d 935; Ill. Rev. Stat. 1979, ch. 26, pars. 1-201(9), 9-307(1).

Upon remand, both Intervenors and Finance moved for summary judgment, and both motions were denied. The cause proceeded to trial and after hearing the evidence and arguments of counsel, the trial court held that Intervenors were buyers “in ordinary course of business.” Plaintiff was ordered to turn over the title of the recreational vehicle in Gable’s possession to Gable, and to pay Intervenor Herchenbach the value of the two vehicles it had repossessed from him and subsequently sold. Finance appeals, raising the following issues for review: (1) whether Intervenors sustained their burden of proving they were buyers “in ordinary course of business”; and, (2) whether the . trial court’s finding as to the value of the property sold by Finance was against the manifest weight of the evidence.

Before considering the questions presented for review, we first turn our attention to the inventory loan agreement upon which Finance bases its claim to the recreational vehicles in question. After examining the language contained in the agreement, we conclude that Finance contemplated there might be sales of the recreational vehicles which were used as inventory collateral. The agreement does not specifically prohibit the sale of the vehicles but rather creates a security interest on Finance’s behalf in “all of the Collateral and *** the proceeds thereof covering Inventory.” “Collateral” is defined under the agreement as including inventory (i.e., motor homes or coaches), proceeds and receivables. “Proceeds,” under the agreement, means “all cash received by the Borrower upon the sale or lease of Inventory, together with all Receivables of Borrower arising out of the sale or lease of Inventory.” (Emphasis added.) Further, the agreement specified that Econo Coach was to pay the “unpaid balance of any loan or advance plus accrued interest outstanding and applicable to any item of Inventory sold by Borrower.” Thus, the inventory loan agreement clearly contemplated the possibility of the sale of the motor coaches, and provided for a continuing security interest in the proceeds resulting from such sale. (See also Ill. Rev. Stat. 1979, ch. 26, par. 9 — 306.) We therefore conclude that Econo Coach’s sale of the coaches to Intervenors was an authorized sale under sections 9 — 201 and 9 — 306(2) of the Uniform Commercial Code and that Finance is estopped from asserting a continuing security interest in the motor coaches. (Ill. Rev. Stat. 1979, ch. 26, pars. 9 — 201, 9 — 306(2); Massey-Ferguson, Inc. v. Helland (1982), 105 Ill. App. 3d 648, 654-55, 434 N.E.2d 295; Bitzer-Croft Motors, Inc. v. Pioneer Bank & Trust Co. (1980), 82 Ill. App. 3d 1, 9-15, 401 N.E.2d 1340; Draper v. Minneapolis-Moline, Inc. (1968), 100 Ill. App. 2d 324, 241 N.E.2d 342.) Intervenors therefore acquired the coaches free and clear of any security interest in them without regard to their status as “buyers in ordinary course.” Massey-Ferguson, Inc.; Bitzer-Croft Motors, Inc.; Draper.

In any event, we find no error in the trial court’s determination that Intervenors were buyers “in ordinary course of business” within the meaning of section 1 — 201(9) of the Uniform Commercial Code. (Ill. Rev. Stat. 1979, ch. 26, par. 1 — 201(9).) That section states:

“ ‘Buyer in ordinary course of business’ means a person who in good faith and without knowledge that the sale to him is in violation of the ownership rights or security interest of a third party in the goods buys in ordinary course from a person in the business of selling goods of that kind ***.”

In American National Bank & Trust Co. v. Mar-K-Z Motors & Leasing Co. (1974), 57 Ill. 2d 29, 33, 309 N.E.2d 567, our supreme court held that whether one is a “buyer in ordinary course of business” and whether one is a “person in the business of selling goods of that kind” are questions of fact for the trial court. Thus, the trial court’s findings on these factual issues will not be disturbed unless they are contrary to the manifest weight of the evidence. (57 Ill.

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454 N.E.2d 1127, 118 Ill. App. 3d 385, 73 Ill. Dec. 878, 37 U.C.C. Rep. Serv. (West) 957, 1983 Ill. App. LEXIS 2345, Counsel Stack Legal Research, https://law.counselstack.com/opinion/finance-america-commercial-corp-v-econo-coach-inc-illappct-1983.