Watseka First National Bank v. Ruda

552 N.E.2d 775, 135 Ill. 2d 140, 58 U.S.L.W. 2503, 10 U.C.C. Rep. Serv. 2d (West) 1073, 142 Ill. Dec. 184, 1990 Ill. LEXIS 20
CourtIllinois Supreme Court
DecidedFebruary 16, 1990
Docket68075
StatusPublished
Cited by19 cases

This text of 552 N.E.2d 775 (Watseka First National Bank v. Ruda) is published on Counsel Stack Legal Research, covering Illinois Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Watseka First National Bank v. Ruda, 552 N.E.2d 775, 135 Ill. 2d 140, 58 U.S.L.W. 2503, 10 U.C.C. Rep. Serv. 2d (West) 1073, 142 Ill. Dec. 184, 1990 Ill. LEXIS 20 (Ill. 1990).

Opinion

JUSTICE RYAN

delivered the opinion of the court:

Watseka First National Bank (Watseka Bank) filed suit on January 5, 1984, against Ken L. Ward as principal debtor and Patti Ward, Frank Ruda and Virginia Ruda, guarantors, seeking to recover the balance on two notes. The Wards were dismissed from this action after they were adjudicated bankrupt. The trial court awarded judgment on the notes in the amount of $186,322.97 with interest and costs. The appellate court reversed, holding that, under an objective standard, the bank failed to act in good faith in accelerating the debt, according to the terms of an insecurity clause, and that this failure to act in good faith discharged the Rudas from their liability as sureties. (175 Ill. App. 3d 753, 757.) We granted Watseka Bank’s petition for leave to appeal (107 Ill. 2d R. 315). We reverse the appellate court.

This lawsuit involves two promissory notes, both dated May 2, 1983. These notes evidenced Ward’s indebtedness to Watseka Bank arising out of the bank’s funding of Ward’s farming operations. The first was termed a “renewal of capital note” that renewed loans, the proceeds of which Ward used to purchase farm equipment. The note in the amount of $125,000 was due March 27, 1984. The second was termed an “on call line of credit” that was to be used for operating expenses. It was in the amount of $121,000, $45,704.34 of which was a carryover from the preceding year, and was also to mature March 27, 1984. Both notes were secured by Ward’s “farm machinery, equipment, feed, [and] crops on hand and growing,” more particularly described in an accompanying security agreement. The notes were signed by Ken L. Ward alone. These notes were also accompanied by personal, unlimited guarantees signed by Frank Ruda, Virginia Ruda and Patti Ward.

The execution of these notes was not the first transaction involving these parties. According to Ken Ward’s testimony, the bank first began loaning money to him in 1973, two years after he began to farm. Throughout the years leading up to this litigation, Watseka Bank financed Ward’s farming operation. Ward repaid the bank, with varying degrees of success, out of the proceeds of his farming operation.

Ward did not own the land that he farmed but, rather, he leased it. He began farming land owned by the Rudas; his parents-in-law, in 1981. Ward paid the Rudas rent, both in cash and on a crop-share basis, at different points during the time he farmed their land. Ward also had a partner named Robert Taylor with whom he apparently shared the proceeds of his operations. The Iroquois First State Bank had also loaned Ward money and it too held a security interest in Ward’s crops.

In July of 1981, with his total line of credit at $145,005.90 and the prospect of a loan from the Farmers Home Administration questionable, Ken Ward and Watseka Bank discussed the possibility of obtaining a guarantee from the Rudas, in order for the bank to be able to continue financing Ward’s operation. The bank told Ward to obtain Frank Ruda’s current financial statements. After discussing the matter with a representative of another bank, according to Watseka Bank’s internal memoranda, it found that Frank Ruda did not qualify as a cosigner and that his character was “very questionable.” The bank, however, after reviewing the Rudas’ financial statements, considered the Rudas’ reported equity in their farm property of over $2 million sufficient to guarantee the Ward indebtedness and, based on these guarantees, the bank made additional advancements.

During the next two years Ken Ward continued to borrow money and pay back portions out of the proceeds of his farming operation. His financial condition did not improve during this time, however, and it in fact worsened. The bank concluded, in February of 1983, that “[i]f it were not for Frank and Virginia Ruda’s guarantee, we would probably not be loaning Ward any money.”

In April of 1983, Frank Ruda submitted then current financial statements reflecting a net worth of over $2 million. According to the bank’s memoranda, it suspected that this figure was overstated but felt that the Rudas’ net worth was approximately $1V2 million. Based on the Rudas’ net worth, and despite previous cash-flow problems with both Frank Ruda and Ken Ward, the bank restructured and extended Ward’s debt, culminating in the notes that are the subject of this lawsuit. These notes contained the following language: “If the holder deems itself insecure then at its option, without demand or notice of any kind, it may declare this note to be immediately due.”

The ensuing summer of 1983, unfortunately, was not a kind one for Illinois farmers. A severe drought greatly affected the crops, and as a result, Ken Ward realized yields far below that which he projected. In October of that year, a meeting was held between Ken Ward, Frank Ruda, officers and attorneys of Watseka Bank and representatives of Iroquois First State Bank. The parties apparently agreed that, because the proceeds from the sale of Ken Ward’s crops would not be sufficient to satisfy his indebtedness to the banks, Frank Ruda would have to sell some of his farmland and apply the proceeds to the various notes. Attorneys for Watseka Bank prepared lease terminations for the land Ward was renting from Ruda to facilitate the sale of that property. Ward soon began to sell the personal property that served as security for the debt and applied the proceeds to the debt.

Frank Ruda evidently was not pleased with these arrangements and actively avoided any contact with Watseka Bank for the following two months. In early December of that year, attorneys for Watseka Bank sent Frank Ruda a letter informing him that the bank would take legal action if he did not sell the farms and apply the proceeds to the debt. The bank’s memoranda indicate that, having received no response, it exercised the confession of judgment clause on the notes in late December. The bank actually filed its complaint against all four defendants on January 5, 1984, approximately three months prior to the stated maturity date, alleging that the notes were due pursuant to the insecurity clauses.

Watseka Bank alleged that Ward was liable as debtor under the promissory notes, and alleged that the Rudas and Patti Ward were liable pursuant to the unlimited guarantees that they signed in 1981. The defendants set forth several affirmative defenses with their answer, including want of consideration and fraud in inducing the Rudas to sign the unlimited guarantees for the Ward indebtedness, failure by the bank to provide adequate notice of the sale of collateral pursuant to section 9 — 504(3) of the Uniform Commercial Code (111. Rev. Stat. 1987, ch. 26, par. 9 — 504(3)) (U.C.C. or Code), and breach of a fiduciary duty. The issue of plaintiff’s failure to act in good faith in accelerating the debt appears to have first been raised in defendants’ opening statement. Any procedural error that might have arisen from this method of raising this issue is inconsequential, however, because no objection appears in the record, counsel later argued the merits of the defense and the judge ruled on it. Truchon v. City of Streator (1979), 70 Ill. App. 3d 89, 94.

The trial judge ruled in favor of the plaintiffs as to all matters, except for the defendants’ allegation regarding plaintiff’s failure to accelerate in good faith.

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552 N.E.2d 775, 135 Ill. 2d 140, 58 U.S.L.W. 2503, 10 U.C.C. Rep. Serv. 2d (West) 1073, 142 Ill. Dec. 184, 1990 Ill. LEXIS 20, Counsel Stack Legal Research, https://law.counselstack.com/opinion/watseka-first-national-bank-v-ruda-ill-1990.