Bremer Bank, Nat'l Ass'n v. Matejcek
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Bremer Bank, Nat'l Ass'n v. Matejcek
Opinion of the Court
Appellant Jeffrey Matejcek (Jeffrey) challenges the district court's decision to grant summary judgment in favor of respondent Bremer Bank, National Association (Bremer Bank or bank) and to direct the entry of a money judgment against Jeffrey and his ex-wife, Kathryn Matejcek (Kathryn), jointly and severally, for amounts due on a defaulted loan that was secured by a motorhome. Jeffrey and Kathryn were joint debtors on the loan and jointly held title to the motorhome. In the Matejceks' dissolution action, the district court awarded Kathryn the motorhome, directed her to sell the motorhome, and required her to deposit the sale proceeds with Bremer Bank. To facilitate Kathryn's sale, Bremer Bank agreed to release its lien on the motorhome upon receipt of the sale proceeds; it also applied the sale proceeds to reduce the amount due on the loan.
*691Bremer Bank then pursued this breach-of-contract action for the remaining loan balance. While Jeffrey did not dispute either that he is a joint borrower on the defaulted loan or the amount owed on the loan, he objected to the motorhome's sale, contending the price was short of its market value. On appeal, Jeffrey contends that the district court erred in granting summary judgment because Bremer Bank failed to give notice and dispose of the motorhome in a commercially reasonable manner, as a secured party is required to do under Minnesota's version of the Uniform Commercial Code (UCC)-Secured Transactions. Bremer Bank contends that the UCC provisions were not triggered because it did not sell the motorhome.
Because the undisputed facts establish that Bremer Bank did not sell the motorhome, we conclude that the district court correctly determined that Bremer Bank did not dispose of the motorhome, as defined in relevant UCC provisions, when it consented to Kathryn's sale of the motorhome to offset the amount owed on the loan. We also conclude that the district court did not abuse its discretion in denying Jeffrey's request for a continuance to pursue additional discovery. Thus, we affirm the district court's decision.
FACTS
In January 2013, Jeffrey and Kathryn executed, as joint borrowers, a promissory note to Bremer Bank for a loan in the amount of $340,459.04. Jeffrey and Kathryn also executed a separate agreement providing Bremer Bank with a security interest in a 2013 Winnebago Tour motorhome that they jointly purchased with the borrowed money.
In 2016, Jeffrey commenced a marital dissolution action in Rice County. Jeffrey and Kathryn failed to make several monthly loan payments to Bremer Bank. In September 2016, Kathryn informed Jeffrey and Bremer Bank that she wished to sell the motorhome, and had received an offer of approximately $170,000. Jeffrey objected to a sale at $170,000, stating that he believed the motorhome's value was $225,000. In October 2016, Kathryn informed Bremer Bank that she had found a potential buyer for the motorhome at $175,000, and offered to pay the net proceeds to Bremer Bank in exchange for the bank releasing its lien against the motorhome. Jeffrey again objected to selling the motorhome at the proposed price.
At about the same time, Bremer Bank conducted its own valuation analysis of the motorhome, "through information from the National Automobile Dealers Association, which indicated a potential value of $168,700.00-$234,400.00." Bremer Bank concluded that it would incur "at least $25,305.00" in expenses should it repossess, hold, and sell the motorhome, resulting in a net value to Bremer Bank of "$143,395.00-$199,240.00." Bremer Bank deemed $175,000 to be "a very good recovery," and informed Kathryn that it would agree to this sale price.
Kathryn brought a motion in the dissolution action to authorize transfer of the motorhome title to her name alone and to obtain approval of the proposed sale. At the hearing on Kathryn's motion, Jeffrey's attorney stated that Jeffrey did not oppose the transfer. On November 1, 2016, the district court issued an emergency order transferring title of the motorhome from Jeffrey and Kathryn jointly to Kathryn individually. The order directed that Kathryn "shall attempt to sell and shall sell the motorhome in a prompt and prudent manner, acceptable to the secured party (Bremer Bank), and shall pay the net sale proceeds to Bremer Bank, not to exceed the amount actually owing by the parties to Bremer Bank." Finally, the order reserved *692for future determination which party had liability for any deficiency on the amount owed to Bremer Bank. Separate from the district court proceedings, Bremer Bank informed the Minnesota Department of Public Safety that it consented to the transfer of title to Kathryn individually.
Although the original prospective buyer backed out, Kathryn found another buyer willing to purchase the motorhome at the same price. Kathryn completed the sale and, in November 2016, Bremer Bank received a wire transfer in the amount of $175,000, after which the bank directed release of its lien against the motorhome. Bremer Bank applied $175,000 to the debt obligation, leaving a principal balance of $104,587.56.
Bremer Bank did not receive any further loan payments and filed this breach-of-contract action in Washington County against Jeffrey and Kathryn for the remaining balance of the loan. Kathryn failed to respond to the summons, and the district court entered default judgment against her for the total amount due under the promissory note.
In April 2017, Bremer Bank moved for summary judgment against Jeffrey "for the amounts due and owing under the Note." In support of its motion, Bremer Bank argued that no material facts were in dispute regarding the enforceability of the promissory note or Jeffrey's default under its terms. Jeffrey opposed the motion, claiming there was a genuine issue of material fact regarding who sold the motorhome. In the affidavit filed in support of his opposition, Jeffrey conceded that he executed the loan agreement, but averred that he never agreed to a "short sale" of the motorhome.
On July 25, 2017, the district court granted Bremer Bank's motion for summary judgment. The district court determined that the statutory provisions cited by Jeffrey did not apply "because the motorhome was sold by Kathryn." The district court noted that it was undisputed that "at no point in time did [Bremer Bank] repossess the motorhome." Thus, the district court concluded there was "no sale giving rise to a notice requirement under
ISSUES
I. Did the district court err in determining that UCC requirements for sale *693of collateral by a secured party did not apply because Bremer Bank did not sell or dispose of any collateral when it consented to Kathryn's sale of the motorhome?
II. Did the district court abuse its discretion in denying Jeffrey's request to pursue further discovery?
ANALYSIS
I. The district court did not err in determining that there was no genuine issue of material fact regarding whether Bremer Bank sold or disposed of the motorhome.
This court reviews a district court's summary judgment decision de novo. Riverview Muir Doran, LLC v. JADT Dev. Grp., LLC ,
Under the UCC, after a default by a debtor, the secured party and the debtor have enumerated rights as provided by
This case turns on whether Bremer Bank exercised its right to dispose of the motorhome. To resolve the issue, we begin with the relevant statutory provisions. As generally referred to above, a secured party has the right to dispose of collateral: "After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral."
The meaning of "otherwise dispose" in section 336.9-610(a) is central to our analysis. Neither the relevant statutes nor caselaw define what it means to "otherwise *694dispose" of collateral. "[T]he goal of all statutory interpretation is to ascertain and effectuate the intention of the legislature." Christianson v. Henke ,
"Otherwise dispose" is the final item in a list of terms that define a secured party's rights to "sell, lease, license, or otherwise dispose" of collateral.
Other courts have held that the specific terms listed in section 9-610(a) contemplate the secured party entering into a transaction "terminating, altering, suspending, or transferring the rights of possession and ownership that both a debtor and a secured party enjoy." Fodale v. Waste Mgmt. of Mich., Inc. ,
We find this caselaw persuasive. Both the Michigan court and the Colorado court analyzed their states' versions of the UCC, which had language almost identical to section 336.9-610(a), and concluded "that 'disposition' upon default was intended to refer to a transfer of some portion of the creditor's interest in the collateral and a transfer of the debtor's interest." Fodale ,
For example, in Karlstad State Bank v. Fritsche , appellant-cattle-owners defaulted on the loan that they received from respondent-bank to acquire and maintain their cattle herd.
We agree with the district court that Bremer Bank did not "dispose of" the motorhome. Bremer Bank did not enter into a transaction to transfer ownership or possession of the motorhome. Kathryn transferred her ownership interest to the buyers of the motorhome. Bremer Bank released its lien on the motorhome after Kathryn transferred title and possession to the buyers and after Bremer Bank received the sale proceeds and applied them to the loan debt. Lien rights are separate from the rights of ownership and possession. See
Jeffrey argues that Bremer Bank's consent to the motorhome's sale means that it "otherwise disposed" of the motorhome, and thus, it was bound by the UCC's requirements to give notice and dispose of the property in a commercially reasonable manner. Jeffrey contends that Kathryn could not have sold the motorhome without Bremer Bank's consent. But Jeffrey cites no authority to support his position that a secured party's consent to the sale of collateral by a joint debtor is the legal equivalent of a secured party selling, leasing, or licensing collateral.
We find no support for Jeffrey's position. First, Kathryn could have sold the motorhome subject to Bremer Bank's lien. But more fundamentally, Jeffrey's position that Bremer Bank's consent to Kathryn's sale is the same as Bremer Bank selling the motorhome is incorrect because it asks us to effectively add terms to the statute, which we will not do. See Rohmiller v. Hart ,
In his reply brief, Jeffrey suggests that Kathryn acted on Bremer Bank's behalf as an agent when she sold the motorhome. But Jeffrey did not make this agency argument in his principal brief. "Generally, issues not raised in an appealing party's principal brief cannot be raised in a reply brief and may be considered forfeited." Superior Glass, Inc. v. Johnson ,
Bremer Bank asks us to rule that, because the bank did not repossess the motorhome as defined by
*696Succinctly stated, Bremer argues "[w]ithout repossession, particularly of a large vehicle such as the motorhome, disposition is impossible." As previously mentioned, a secured party after default has the right to take possession of collateral.
We hold that a secured party on a defaulted loan does not dispose of collateral under section 336.9-610(a) by consenting to a joint borrower's sale of collateral. We also conclude that Bremer Bank did not dispose of the motorhome when the bank consented to Kathryn's sale of the motorhome; therefore, the bank did not need to comply with UCC requirements for a secured party's disposition of collateral.
II. The district court did not abuse its discretion in denying Jeffrey's request to pursue additional discovery.
In the alternative, Jeffrey argues that additional discovery would have uncovered material facts to support his claim that Bremer Bank sold the motorhome. "A district court's decision to deny a motion for a continuance to conduct discovery is reviewed under an abuse-of-discretion standard." Lewis v. St. Cloud State Univ. ,
The district court has discretion, as is just, to order additional discovery should the party opposing summary judgment submit an affidavit stating why further discovery is necessary to justify the party's opposition. Minn. R. Civ. P. 56.06. An affidavit filed in support of a request for additional time to conduct discovery, when a summary judgment motion is challenged, " 'must be specific about the evidence expected, the source of discovery necessary to obtain the evidence, and the reasons for the failure to complete discovery to date.' " City of Maple Grove v. Marketline Constr. Capital, LLC ,
In support of his rule 56.06 request for more discovery, Jeffrey's attorney attested to the written discovery that had been completed, asserted due diligence, and contended that more discovery was needed to "resolve certain unanswered questions as set forth" in Jeffrey's affidavit. Jeffrey's affidavit stated that he was entitled to discovery regarding Bremer Bank's knowledge of his "hostile relationship" with Kathryn and his opposition to the motorhome sale, the reasonable value of the motorhome, and whether the motorhome's *697sale was commercially reasonable "at the price in question."
On appeal, Jeffrey argues that the district court abused its discretion in denying his request. Bremer Bank responds that these declarations "fail to specifically point to discoverable evidence that would alter the outcome of this action," namely whether Bremer Bank's conduct subjects it to the UCC's requirements. We agree. While Jeffrey proposed discovery that might yield relevant evidence about the commercial reasonableness of the motorhome sale, that evidence is not relevant to the genuine issue: whether Bremer Bank disposed of the motorhome as defined by
DECISION
Bremer Bank did not transfer ownership or possession of the motorhome by selling, leasing, licensing, or otherwise disposing of collateral, as defined in
Affirmed.
Although Jeffrey admitted that his attorney informed the dissolution court that "I did not oppose the transfer of ownership," he also asserted that "this was not true" and he had discharged his attorney for his "unilateral actions."
A secured party has repossessed collateral when "a repossession agent has gained sufficient dominion over collateral to control it." Thompson v. First State Bank of Fertile ,
Reference
- Full Case Name
- BREMER BANK, NATIONAL ASSOCIATION, a national banking association v. Kathryn MATEJCEK, Jeffrey Matejcek
- Cited By
- 5 cases
- Status
- Published