Univex International, Inc. v. Orix Credit Alliance, Inc.

914 P.2d 1355, 20 Brief Times Rptr. 606, 29 U.C.C. Rep. Serv. 2d (West) 734, 1996 Colo. LEXIS 161, 1996 WL 189804
CourtSupreme Court of Colorado
DecidedApril 22, 1996
Docket95SC284
StatusPublished
Cited by26 cases

This text of 914 P.2d 1355 (Univex International, Inc. v. Orix Credit Alliance, Inc.) is published on Counsel Stack Legal Research, covering Supreme Court of Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Univex International, Inc. v. Orix Credit Alliance, Inc., 914 P.2d 1355, 20 Brief Times Rptr. 606, 29 U.C.C. Rep. Serv. 2d (West) 734, 1996 Colo. LEXIS 161, 1996 WL 189804 (Colo. 1996).

Opinions

Chief Justice VOLLACK

delivered the Opinion of the Court.

We granted certiorari to review the court of appeals’ decision in Univex International, Inc. v. Orix Credit Alliance, Inc., 902 P.2d 877 (Colo.App.1995). The court of appeals held that the statute of frauds applicable to credit agreements, section 38-10-124(l)(a), 16A C.R.S. (1994 Supp.), precludes enforcement of an oral agreement to sell collateral which accompanies an oral purchase money credit agreement. We affirm.

I.

The petitioners, Univex International, Inc. and CPC, Inc., n/k/a Data Packaging Corporation (hereinafter referred to collectively as “Univex”), are manufacturers of packaging products. In January of 1991, representatives of Robert Rose, d/b/a Communications Packaging Corporation and Media Packaging, Inc. (hereinafter referred to collectively as “Rose”), a company in competition with Univex, contacted Univex. Rose explained to Univex that Rose was experiencing severe financial problems which included being in default on equipment loans with Orix Credit Alliance, Inc. (“Orix”) and First Interstate Bank.1 Rose suggested to Univex that Uni-vex purchase the machinery which secured the Orix loan and the First Interstate Bank loan.2 Univex subsequently met with Orix to discuss the purchase of the machinery securing Orix’s loan.

On January 23, 1991, Univex and Orix negotiated for a transaction whereby Orix would acquire the machinery from Rose by voluntary repossession, and Univex would acquire the machinery from Orix for $221,-647.03. Because Univex desired to finance through Orix the purchase of the machinery, Univex delivered to Orix financial statements and a check in the amount of $25,000.00 to serve as a deposit for the transaction. Subsequently, Univex and Orix representatives exchanged drafts of a security agreement, promissory note, and bill of sale.

However, during the first week of March 1991, before the sales documents were executed by Orix and Univex, Rose told Orix that it would not execute a voluntary foreclosure agreement. Instead, Rose procured a buyer who purchased Orix’s security interest for the amount outstanding on the loan. Approximately two weeks later, Univex received the return of its $25,000.00 security deposit from Orix. At no time during this process did Univex and Orix reach a written agreement as to Univex’s proposal for a financed purchase of the machinery.

In July of 1991, Univex filed suit against Orix and Rose in the Arapahoe County District Court, claiming breach of contract, promissory estoppel, fraud, conspiracy, conversion, trade defamation, accounting, interference with foreclosure, and interference with prospective business relations. Prior to trial, Rose filed for bankruptcy protection. Univex’s claims against Rose were ultimately settled and Rose was dismissed from the case. Univex’s claims against Orix for breach of contract and promissory estoppel proceeded toward trial. Prior to trial, Orix filed a motion for summary judgment as to both of Univex’s claims, asserting that the oral sales agreement was void pursuant to the statute of frauds provision set forth in the Uniform Commercial Code (UCC). § 4-2-201, 2 C.R.S. (1992).

On July 28,1993, the trial court entered its order granting summary judgment against Univex as to the claims of promissory estop-pel and breach of contract. The trial court held that (1) the transaction between Univex and Orix was governed by Article 9 (Secured Transactions) and Article 2 (Sale of Goods) of the UCC; (2) Univex’s breach of contract claim was barred by section 4-2-201 of the UCC; and (3) Univex’s promissory estoppel [1357]*1357claim must be dismissed because it was per se unreasonable for Univex to rely upon an unwritten agreement. On August 8, 1993, Univex filed a motion for reconsideration, on which the trial court did not rule. The motion was therefore deemed denied on October 8, 1993, pursuant to C.R.C.P. 59(j).

On appeal, the court of appeals affirmed the trial court order for summary judgment, but on grounds different from that on which the trial court relied. Instead, the court of appeals based its decision solely on its finding that any sales agreement between Uni-vex and Orix was a credit agreement as defined by section 38 — 10—124(l)(a), 16A C.R.S. (1994 Supp.), and must therefore be in writing and signed by Orix. The court of appeals did not address the applicability of section 4-2-201 of the UCC statute of frauds to this case.

II.

Univex contends that section 4-2-201, with its lenient statute of frauds provisions, applies to the negotiations between Univex and Orix. Univex also argues mat section 38-10-124, 16A C.R.S. (1994 Supp.), does not preclude enforcement of an oral agreement to sell assets which is accompanied by an oral purchase money credit agreement. We reject both these contentions and affirm the court of appeals.

A.

The court of appeals relied solely on section 38-10-124 in concluding that Univex was barred from enforcing the oral credit agreement between Univex and Orix. The court of appeals did not address the question of whether section 4-2-201, the statute of frauds applicable to sales generally, applies to the negotiations between Univex and Orix. Univex now argues that the court of appeals erroneously relied on section 38-10-124 in its holding because section 4-2-201 governs this case.

The UCC statute of frauds applicable to sales provides that if the parties are merchants, a confirmatory memorandum will satisfy the requirement of a writing unless the receiving party timely objects. § 4-2-201(1),(2), 2 C.R.S. (1992). Furthermore, the UCC statute of frauds allows enforcement of oral agreements where promissory estoppel is asserted. § 4-1-103, 2 C.R.S. (1992). Thus, the UCC statute of frauds applicable to sales provides Univex the potential ability to enforce its negotiations with Orix.

In Colorado, Article 2 of the UCC has been applied to only a limited number of cases, all of which have involved simple sales of goods not including credit transactions. See, e.g., Colorado-Kansas Grain Co. v. Reifschneider, 817 P.2d 637 (Colo.App.1991) (sale of corn with no additional credit transactions); Lockhart v. Elm, 736 P.2d 429 (Colo.App.1987) (sale of apparel with no credit transactions); Colorado Carpet Installation, Inc. v. Palermo, 668 P.2d 1384 (Colo.1983) (sale and installation of carpet). Additionally, under Colorado law, a contract cannot be severed unless the language of the contract manifests each party’s intent to treat the contract as divisible. Homier v. Faricy Truck & Equip. Co., 784 P.2d 798, 801 (Colo.App.1988); accord Prospero Assocs. v. Burroughs Corp., 714 F.2d 1022 (10th Cir.1983) (holding that a bill of sale cannot be severed from an agreement where the language of the contract did not manifest an intent by the parties to form a severable contract).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Schmitz v. BBVA
Colorado Court of Appeals, 2025
Silver v. S&D Law
Colorado Court of Appeals, 2025
Stevens v. Brandychase
Colorado Court of Appeals, 2024
Goodwin v. Chambers
D. Colorado, 2024
International Network, Inc. v. Woodard
2017 COA 44 (Colorado Court of Appeals, 2017)
Meridian Service Metropolitan District v. Ground Water Commission
2015 CO 64 (Supreme Court of Colorado, 2015)
City of Colorado Springs v. Andersen Mahon Enterprises, LLP
251 P.3d 536 (Colorado Court of Appeals, 2010)
Ivar v. Elk River Partners, LLC
705 F. Supp. 2d 1220 (D. Colorado, 2010)
Fisher v. 1st Consumers Funding, Inc.
160 P.3d 321 (Colorado Court of Appeals, 2007)
Premier Farm Credit, PCA v. W-CATTLE, LLC
155 P.3d 504 (Colorado Court of Appeals, 2006)
United Air Lines, Inc. v. HSBC BANK USA
322 B.R. 347 (N.D. Illinois, 2005)
Vigil v. Franklin
103 P.3d 322 (Supreme Court of Colorado, 2004)
Schoen v. Morris
15 P.3d 1094 (Supreme Court of Colorado, 2000)
Neiberger v. Hawkins
70 F. Supp. 2d 1177 (D. Colorado, 1999)
Morris v. Schoen
998 P.2d 38 (Colorado Court of Appeals, 1999)

Cite This Page — Counsel Stack

Bluebook (online)
914 P.2d 1355, 20 Brief Times Rptr. 606, 29 U.C.C. Rep. Serv. 2d (West) 734, 1996 Colo. LEXIS 161, 1996 WL 189804, Counsel Stack Legal Research, https://law.counselstack.com/opinion/univex-international-inc-v-orix-credit-alliance-inc-colo-1996.