Ford Motor Credit Co. v. Suburban Ford
| Decision Date | 10 May 1985 |
| Docket Number | No. 56472,56472 |
| Citation | 699 P.2d 992,237 Kan. 195 |
| Parties | FORD MOTOR CREDIT COMPANY, Appellant/Cross-Appellee, v. SUBURBAN FORD, et al., Appellees/Cross-Appellants. |
| Court | Kansas Supreme Court |
Syllabus by the Court
In an action by a secured party under an automobile floor plan financing agreement against a defaulting automobile dealership for an accounting and for a deficiency judgment against said dealership (and the agreement's guarantors) wherein said defendants assert numerous counterclaims predicated wholly upon tort theories, the record is examined and it is held: The trial court erred in instructing the jury on any tort-based counterclaims as the same are improper in this contract-based litigation, all as is more fully set forth in the opinion.
Gerrit H. Wormhoudt of Fleeson, Gooing, Coulson & Kitch, Wichita, argued the cause, and Thomas D. Kitch and Rex G Beasley, of the same firm, were with him on briefs for appellant/cross-appellee.
Edward A. McConwell of McConwell & Sullivan, Overland Park, argued the cause, and Thomas Francis Sullivan, of the same firm, was with him on brief for appellees/cross-appellants.
This complex action arises from the contractual relationships between an automobile dealership (Suburban Ford), its source of financing of inventory under a floor plan agreement (Ford Motor Credit Company), and its supplier of automobiles and parts (Ford Motor Company). The individuals named as parties to the action (Ben W. Young, Margaret C. Young, Don W. Hansard and Linda M. Hansard) are: (1) sued herein as guarantors of the contracts on behalf of Suburban Ford; and (2) seeking damages for themselves for claimed injury to Suburban Ford and for tortious interference with their contract which leased real estate to Suburban. The action between Ford Motor Credit and Suburban (Case No. 81-C-637) and the action between Ford Motor Company and Suburban (Case No. 81-C-1314) were consolidated for trial. The jury awarded the following: (1) in favor of Ford Motor Company--$194,000; (2) in favor of Ford Motor Credit Company--$214,000; (3) in favor of the individual defendants (against Ford Motor Credit)--$365,662; and (4) in favor of Suburban Ford (against Ford Motor Credit)--$61,300 in actual damages and $1,750,000 in punitive damages. Ford Motor Credit appeals from the judgments entered against it and certain rulings of the trial court. The defendants (Suburban Ford and the named individuals) cross-appeal from certain adverse rulings of the trial court limiting their claims. No issues from Ford Motor Company v. Suburban Ford, et al. (Case No. 81 C 1314) are before us on appeal. We are concerned wholly with Ford Motor Credit Company (FMCC) v. Suburban Ford, et al. (Case No. 81-C-637).
At this point in an opinion it is customary to summarize the facts and then proceed to discuss and determine, individually, the issues presented. Such a format is, however, wholly inappropriate to this litigation. What was commenced in 1981 as a comparatively straightforward action had, by the conclusion of its 1983 jury trial, mutated into an amorphous mass of truly Amazonian proportions. From the perspective of an appellate court, which by its very nature views a case only in its entirety, the litigation herein is Amazonian in more respects than sheer bulk. The course of this litigation may be likened to the nature of the great river itself--a series of slow-moving streams meandering through unmapped lands, repeatedly dividing, rejoining and then ending in a many-channeled delta.
The trial of the action herein lasted ten weeks and, understandably, a vast amount of material is contained in the record. To include a summary of all of the evidence introduced at trial is neither desirable nor necessary for determination of the issues. The keystone to the issues before us is the legal significance of certain actions taken by Ford Motor Credit Company (Ford Credit) on March 11-13, 1981. What occurred on those dates is essentially uncontroverted. Before recounting those events, it is, however, necessary to establish the relationship of the parties as it existed at the time.
On March 19, 1976, Suburban Ford made application for a wholesale line of credit (a "floor plan" arrangement) from Ford Credit. The document, although designated "application," is agreed by the parties to be the contract under which the rights and duties of Ford Credit and Suburban, pertinent hereto, are contained. The contract, as it may properly be called, must be set forth in this opinion in some detail.
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Dealer's Exact Business Name)
(hereinafter called "Dealer") of 910 Nelson Dr.
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(Street and Number)
(City) (State) (Zip Code) hereby requests Ford Credit to establish and maintain for Dealer a wholesale line of credit, and to make advances to or on behalf of Dealer thereunder, to finance new and used automobiles, trucks, truck-tractors, trailers, semi-trailers, buses, mobile homes, motor homes, other vehicles and other merchandise for Dealer under the terms of the Ford Credit Wholesale Plan as set forth in the January, 1973 edition of the Ford Credit Dealer Manual entitled 'Automotive Finance Plans for Ford Motor Company Dealers' or any subsequent edition thereof (hereinafter called the 'Plan'). In consideration thereof Dealer hereby agrees as follows:
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