RENEE ADLER AND MELVIN H. ADLER, INDIVIDUALLY AND JOINTLY, APPELLANTS,
v.
KEY FINANCIAL SERVICES, INC., APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
The Adlers appealed a summary judgment in favor of Key Financial Services on a deficiency judgment for an aircraft loan guaranteed by the Adlers. The court reversed, holding that disputed issues of material fact existed regarding whether the lender provided reasonable notice of collateral disposition as required by the Uniform Commercial Code.
Summary judgment was inappropriate because a material factual dispute existed as to whether the lender acted reasonably in sending notice to an incomplete address that omitted the apartment number, when the complete address was available in the body of the guaranties. The court held that guarantors are entitled to reasonable notification under the UCC, and the question of reasonableness was fact-dependent and unsuitable for summary judgment.
[1] Guarantors of a loan are considered "debtors" under the Uniform Commercial Code and are entitled to reasonable notification of the intended disposition of collateral.
[2] A party "notifies" another under the Uniform Commercial Code by taking reasonable steps to inform the other in ordinary course, regardless of actual receipt of the notice…
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“As guarantors of the corporate note, the Adlers were entitled to reasonable notification of the intended disposition of the collateral.”
Establishes that guarantors have the same notification rights as debtors under the UCC
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceThe Adlers personally guaranteed a corporate aircraft loan made by Key Financial Services to their closely-held corporation, Rene Air, Inc. When Rene …
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Deficiency Judgment cases and more on FLexlaw
COPE, Judge.
Renee and Melvin Adler appeal a summary judgment entered against them as guarantors of an aircraft loan made by appellee Key Financial Services, Inc., to the Adlers’ closely-held corporation, Rene Air, Inc. After Rene Air defaulted on the loan, the appellee lender repossessed and sold the aircraft, then sued the Adlers for a deficiency judgment. The Adlers contend that summary judgment should not have been entered because disputed issues of material fact exist with respect to the lender’s compliance with the requirement of the Uniform Commercial Code to give reasonable notice of the disposition of the collateral. See § 679.504(3), Fla.Stat. (1987). We agree and reverse.1
As guarantors of the corporate note, the Adlers were entitled to reasonable notification of the intended disposition of the collateral. Id. § 679.504(3) (notification must be sent to debtor); id. § 679.105(l)(d) (“debtor” defined); J. White & R. Summers, Uniform Commercial Code § 27-12, at 604 (3d ed. 1988) (definition of “debtor” under UCC includes guarantors). The Adlers’ address, as typed in the body of the personal guaranties, included the street address and apartment number. At the end of each guaranty the notary hand wrote their address in the jurat, but omitted the apartment number. The lender’s notice was directed to the latter address, which omitted the apartment number. According to the Adlers’ affidavits, the address is for a large condominium complex, in which mail is not normally delivered if it is not addressed to a specific apartment. For purposes of summary judgment, the Adlers’ sworn statements that they did not actually receive notice, and that the nondelivery was attributable to the form of address, are taken as true.
Under the Uniform Commercial Code, “[a] person ‘notifies’ or ‘gives’ a notice or notification to another by taking such steps as may be reasonably required to inform the other in ordinary course whether or not such other actually comes to know of it.” § 671.201(26), Fla.Stat. (1987). There is a disputed issue of material fact regarding whether the lender acted reasonably by failing to use the complete, typed address contained within the body of the guaranties. On this record summary judgment should not have been entered.
The Adlers have requested attorney’s fees on appeal pursuant to subsection 57.-105(2), Florida Statutes (Supp.1988), and section 59.46, Florida Statutes (1987). We deny the request. First, subsection 57.-105(2), which provides for mutuality of contractual attorney’s fees, is effective only for contracts entered into October 1, 1988 and thereafter. Since the contracts at issue here were executed prior to that date, and provide for attorney’s fees only for the creditor, subsection 57.105(2) affords no basis for an award of attorney’s fees to the Adlers. Second, even if there were a statutory or contractual basis, the Adlers at this stage have prevailed on appeal but have not prevailed in the action.
Reversed and remanded.
. For the effect of a failure to give reasonable notice of the intended disposition of collateral, see § 679.507, Fla.Stat. (1987); Landmark First Nat. Bank v. Gepetto's Tale o’ the Whale, 498 So. 2d 920, 922 (Fla.1986); Weiner v. American Petrofina Marketing, Inc., 482 So. 2d 1362 (Fla.1986).
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Pers. ONE, Inc. v. John Sommerer & Co., P.A., 564 So. 2d 1217 (Fla. 3d DCA 1990)…itled to fees because it pre [*1219] vailed. Section 57.105(2) provides for mutuality of contractual attorney’s fees. However, the act “is effective only for contracts entered into October 1, 1988 and thereafter.” Adler v. Key Financial Svcs., Inc., 553 So. 2d 284, 285 (Fla. 3d DCA 1989). The contract between Personnel and Sommerer is dated July 22, 1987; Som-merer is therefore not entitled to fees under section 57.105(2). Moreover, Sommerer is not entitled to fees under section 57.105(1). To justify an awar…
-
Tropical Jewelers, Inc. v. Nationsbank, 781 So. 2d 392 (Fla. 3d DCA 2000)…05(l)(d), Fla. Stat. (1995) (emphasis added).4 Certainly a guarantor is a person who owes “payment or other performance,” id., and this court has already said that the UCC definition of debtor includes guarantors. See Adler v. Key Fin. Servs., Inc., 553 So. 2d 284, 285 (Fla. 3d DCA 1989). The First and Fourth Districts have likewise held that a guarantor is a debtor for purposes of this part of the UCC. See Motorola Communications and Elecs., Inc. v. Nat’l Patient Aids, 427 So. 2d 1042, 1044 (Fla. 4th DCA 198…
-
Ford Motor Credit Co. v. Jones, 584 So. 2d 205 (Fla. 2d DCA 1991)…if no other defenses are asserted and proven, the secured creditor is entitled to a deficiency judgment. See CSI Services, Ltd. v. Hawkins Concrete Const. Co., 516 So. 2d 337 (Fla. 1st DCA 1987); see generally, Adler v. Key Financial Services, Inc., 553 So. 2d 284 (Fla. 3rd DCA 1989). Accordingly, the trial court erred in finding the absence of a genuine issue of material fact in resolving the question of whether the notice to Thomas was commercially reasonable. We reverse and remand for further proceedings…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Weiner v. Am. Petrofina Mktg., Inc., 482 So. 2d 1362 (Fla. 1986)
- Landmark First Nat'l Bank of Fort Lauderdale v. Gepetto's Tale O' THE Whale OF Fort Lauderdale, Inc., 498 So. 2d 920 (Fla. 1986)