Rempa v. LaPorte Production Credit Ass'n

444 N.E.2d 308, 35 U.C.C. Rep. Serv. (West) 1646, 1983 Ind. App. LEXIS 2536
CourtIndiana Court of Appeals
DecidedJanuary 19, 1983
Docket3-182A9
StatusPublished
Cited by21 cases

This text of 444 N.E.2d 308 (Rempa v. LaPorte Production Credit Ass'n) is published on Counsel Stack Legal Research, covering Indiana Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Rempa v. LaPorte Production Credit Ass'n, 444 N.E.2d 308, 35 U.C.C. Rep. Serv. (West) 1646, 1983 Ind. App. LEXIS 2536 (Ind. Ct. App. 1983).

Opinions

GARRARD, Judge.

Daniel E. Rempa (Daniel) had been employed by a partnership engaged in the concrete pouring and finishing business. When that partnership was dissolved Daniel had the opportunity to form a new partnership with one of the former partners. In search of a loan to provide his contribution to such a partnership, Daniel conferred with the LaPorte Production Credit Association (PCA). Daniel was not eligible for a PCA loan since he was not engaged in farming, but the PCA loan officer suggested that he might discuss the matter with his parents, Daniel J. and Stephanie Rempa. The senior Rempas were farmers and had previously taken PCA loans to finance their farming operations.

[310]*310On November 2, 1976 Daniel and his mother went to the PCA to pursue a loan for Daniel’s benefit. They discussed a $20,-000 loan to provide the funds for Daniel to buy into the concrete business. A loan application in the names of Daniel, his wife and both his parents was filled out and signed by Daniel and his mother. A demand note was also made out, and the Rempas left with the note, a security agreement and a financing statement, all of which required the additional signatures of Daniel’s wife and his father. On November 4th the mother returned the signed documents to PCA and Daniel received the loan proceeds.

In 1979 Daniel’s concrete business failed and the partnership was dissolved. The PCA loan was not repaid, and in April 1980 PCA commenced suit against all four Rem-pas for the $18,564.98 remaining unpaid together with attorneys’ fees. Rempas answered and as an affirmative defense asserted that PCA had promised to perfect a security interest in construction equipment purchased with the loan proceeds; that PCA had failed to perfect this interest; and that therefore PCA should be precluded from recovering against the Rempas. Rem-pas also asserted a counterclaim against PCA for actual and punitive damages alleging PCA’s failure to perfect a security interest in the partnership’s equipment and its harassment of Rempas attempting to secure payment.

Before trial the parties stipulated the unpaid loan balance, a reasonable attorney fee and that the senior Rempas had signed the promissory note sued upon as accommodation makers. Daniel and his wife failed to appear at trial and judgment was taken against them. Trial by jury against the senior Rempas resulted in a judgment on the evidence in favor of PCA at the conclusion of all the evidence. In its order denying Rempas’ subsequent motion to correct errors, the trial court noted (1) that no claim of fraud or mistake was within the issues raised by the pleadings and there had been no motion to amend the pleadings to conform to the evidence; (2) that the evidence concerning the agreement of PCA to take a security agreement in the construction equipment would constitute a violation of the parol evidence rule and, thus, could not alter the terms of the instruments sued upon; and (3) that even if the jury could consider the parol agreement there was such a failure of proof as to the ownership of the equipment and of values that any attempt by the jury to assess the extent to which Rempas were injured by PCA’s failure to perfect a security interest would be complete speculation.

On appeal Rempas contend, essentially, that the judgment was contrary to law. They also argue the court erred in refusing to admit into evidence a letter written by Daniel Rempa.

In reviewing a grant of judgment on the evidence against the party bearing the burden of proof at trial, it is well settled that the judgment was properly granted only if there is no substantial evidence or reasonable inference derived therefrom supporting some essential element of the claim. Thus, our review looks to the evidence most favorable to the party opposing the motion. Vernon Fire & Casualty Ins. Co. v. Sharp (1976), 264 Ind. 599, 349 N.E.2d 173.

Bearing this in mind we turn to the evidence produced at trial. Rempas testified that they had not consented to a lien on their property in connection with the loan to Daniel. To the contrary, they explicitly instructed PCA to secure the loan with Daniel’s assets.

The senior Mrs. Rempa testified that during the initial discussion Mr. Schmidt, PCA’s vice-president, agreed to take a security interest in the construction equipment to be purchased by Daniel after she emphasized that she and her husband did not want another lien upon their crops and farm equipment.1 She testified that when she signed the loan application only Daniel’s [311]*311vehicles and cash were listed and the rest of the document was blank. She stated that the financing statement and the security agreement for the loan were blank when she took them home for her husband’s signature. The signed blank documents, along with the fully executed note, were then returned to PCA. Mrs. Rempa further testified that she told Mr. Schmidt and Mr. Bowmar, another PCA employee, on the day she and Daniel picked up the check that they did not want a lien on their farm equipment and they replied, “Yeah, yeah, yeah.”

In early 1977 the senior Mrs. Rempa was concerned that Daniel’s business would fail and had a telephone conversation with Mr. Bowmar. According to her Bowmar stated PCA had a lien on the construction equipment. She also testified that in March 1977 Mr. Schmidt told her “If anything goes wrong we are the first ones that are going to come in on this construction equipment, then it is going to be Danny’s car and truck and then if that isn’t enough then we are going to come after you.”

On the other hand, the loan application as it appears in the record included the value of the senior Rempas’ assets, listing the value of their real estate, farm equipment and crops. Daniel’s pickup truck, automobile and $5,000 cash were also listed. The security agreement introduced at trial and signed by all four Rempas listed numerous items of farm equipment.

Considering the facts most favorable to Rempas, either by inadvertence or design, blank signed documents were completed contrary to the express request of Daniel and his mother. Rempas argue they should be discharged from their accommodation contract because PCA breached its agreement by failing to take a security interest in the construction equipment and by filling in the blank forms contrary to the agreement of the parties. PCA argues that the terms of the transaction are conclusively manifested by the note and security agreement and that, they may not be altered by parol evidence.

Initially, we agree that the parol evidence rule is a rule of substantive law. Thus, if extrinsic evidence was not capable of varying the terms of the agreement, then even though the evidence was in fact admitted, both the trial and this court should disregard it. Seastrom Inc. v. Amick Const. Co. (1974), 161 Ind.App. 309, 315 N.E.2d 431.2 We recently applied the rule where a party sought to vary by parol evidence the terms of a production credit association loan secured by a mortgage on real estate. Creech v. LaPorte Production Credit Ass’n. (1981), Ind.App., 419 N.E.2d 1008.

We must, however, distinguish Creech

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Bluebook (online)
444 N.E.2d 308, 35 U.C.C. Rep. Serv. (West) 1646, 1983 Ind. App. LEXIS 2536, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rempa-v-laporte-production-credit-assn-indctapp-1983.