GMAC v. Everett Chevrolet, Inc.

179 Wash. App. 126, 2014 WL 288997
CourtCourt of Appeals of Washington
DecidedJanuary 27, 2014
DocketNo. 68374-8-I
StatusPublished
Cited by61 cases

This text of 179 Wash. App. 126 (GMAC v. Everett Chevrolet, Inc.) 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
GMAC v. Everett Chevrolet, Inc., 179 Wash. App. 126, 2014 WL 288997 (Wash. Ct. App. 2014).

Opinion

Cox, J. —

¶1 This is the second time that this case is before this court on discretionary review. Previously, we reversed and remanded for further proceedings.1 We now reverse and remand with directions, this time to a different judge.

¶2 Everett Chevrolet (EC) was a car dealership in Everett, Washington. John Reggans is its sole shareholder. GMAC provided financing for EC to purchase new and used vehicles. In exchange, EC granted GMAC a security interest in EC’s equipment, inventory, and proceeds.

¶3 A core document governing the financing arrangement is the Wholesale Security Agreement (WSA), which is [132]*132dated December 10, 1996. It contains provisions that we more fully describe later in this opinion.

¶4 The parties signed several amendments to the WSA. None appear to have changed the relevant provisions of this agreement.

¶5 EC also had a revolving line of credit with GMAC. This is documented in the Revolving Line of Credit Agreement (RLCA), which is dated October 16, 2000. We also discuss provisions of this agreement later in this opinion.

¶6 Reggans testified that in 2006, the auto market started declining. He testified that EC earned approximately $700,000 in 2006 but earned only $28,000 in 2007. In late 2007, Reggans sought a $300,000 increase in the credit limit. GMAC agreed and increased the credit line to $800,000.

¶7 During 2008, the situation deteriorated. EC was unable to improve its position.

¶8 By letter dated December 15, 2008, GMAC terminated EC’s wholesale credit line and revolving line of credit and also made demand for full payment of both. The principal amounts then due were $5,530,666.13 on the wholesale credit line and $738,000.00 on the revolving line of credit.

¶9 This litigation followed. GMAC sought to enforce its rights as a secured creditor seeking replevin of its security. A three-week hearing on this request occurred in March and April 2009. The trial court denied GMAC’s request for replevin.

¶10 GMAC sought discretionary review, which we granted. This court reversed the trial court’s denial of replevin and remanded.2 This court did not reach the merits of the underlying dispute between the parties.3

[133]*133¶11 On remand, GMAC moved for summary judgment to dismiss EC’s “bad faith” counterclaims. The trial court orally denied GMAC’s motion. In the order that followed, the court incorporated its oral rulings, which articulated its reasons for denying the motion.

¶12 GMAC sought discretionary review for a second time. We granted review on the basis that the trial court’s denial of summary judgment was probable error that limited the freedom of a party to act.4

SUMMARY JUDGMENT

¶13 GMAC argues that the trial court erred by failing to grant GMAC’s motion for summary judgment to dismiss EC’s bad faith claims. GMAC identifies these as “EC’s first through third counterclaims and EC’s affirmative defense of Estoppel in Pais . .. and its untitled affirmative defense, contained in ¶ 2.6 of EC’s Answer.”5 We agree.

¶14 “In a summary judgment motion, the moving party bears the initial burden of showing the absence of an issue of material fact.”6 If the moving party meets this burden, “the inquiry shifts to the party with the burden of proof at trial . . . .”7 The nonmoving party must then set forth specific facts showing a genuine issue for trial.8 Summary judgment is appropriate only if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law.9

[134]*134¶15 On appeal, a denial of summary judgment is reviewed de novo, and an appellate court performs the same inquiry as the trial court.10

¶16 We deem abandoned any matters argued below that are not raised on appeal.* 11

Demand Obligation

¶17 GMAC asserts that the duty of good faith does not limit GMAC’s right to demand repayment at any time for any reason. In opposition, EC contends that GMAC’s argument is based on the “false premise” that GMAC had a demand note. Accordingly, EC disputes that GMAC had the authority under the WSA to demand payment for all amounts advanced under this agreement. We conclude that the WSA contains a demand obligation, and because controlling law holds that a good faith obligation does not bar enforcing a demand obligation, we agree with GMAC.

¶18 Whether the WSA contains a demand obligation is the threshold and controlling issue in this case. If we decide that the only reasonable reading of the WSA is that it contains a demand obligation, then Allied Sheet Metal Fabricators, Inc. v. Peoples National Bank of Washington

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Cite This Page — Counsel Stack

Bluebook (online)
179 Wash. App. 126, 2014 WL 288997, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gmac-v-everett-chevrolet-inc-washctapp-2014.