Hayes Leasing Systems, Inc. v. Ice House, Inc., 86-1564

Decision Date10 April 1987
Docket NumberNo. 86-1564,86-1564
Citation12 Fla. L. Weekly 1009,506 So.2d 1073
Parties12 Fla. L. Weekly 1009, 4 UCC Rep.Serv.2d 695 HAYES LEASING SYSTEMS, INC., and Charles Murray, as Trustee, Appellants, v. The ICE HOUSE, INC., and Lucky's Refrigeration, Inc., Appellees.
CourtFlorida District Court of Appeals

David D. Davis, of Rosin & Davis, Sarasota, for appellants.

Barry F. Spivey, of Dart, Ford, Strelec, Spivey & Bennett, P.A., Sarasota, for appellees.

FRANK, Judge.

The instant, factually awkward matter is resolved through the application of simple principles. Anthony's Restaurants owned and operated several eating establishments in Sarasota County. As part of an expansion plan, Anthony's borrowed $35,000.00 in August of 1983 from Barnett Bank as operating capital for a new location. On August 11, 1983, Anthony's executed a security agreement in favor of the Barnett Bank collateralizing all then owned and after-acquired property. On August 15, 1983, Barnett Bank filed a UCC-1 with the Secretary of State which included a statement disclosing the bank's security interest in the property owned or subsequently acquired by Anthony's.

On September 12, 1983, Anthony's purchased several items of equipment from the Ice House for use in its new restaurant. After initial payments to the Ice House, Anthony's principals realized they could not continue paying for the equipment. At this juncture, Anthony's appears to have been indebted to the Ice House in the amount of approximately $10,000 for the equipment and some $12,000.00 for supplies. Anthony's, pursuant to a suggestion from the Ice House, sought financial assistance from Hayes. Anthony's representative told Hayes' agent that Anthony's was indebted to the Ice House for the equipment. Hayes, knowing that Anthony's had received the equipment from the Ice House and that a balance remained unpaid, paid the Ice House an amount exceeding $26,000.00. On October 19, 1983, Hayes Leasing and Anthony's executed a lease agreement in which the equipment Anthony's had procured from the Ice House was purportedly leased from Hayes. Hayes never acquired possession of the equipment but it did file a UCC-1 with the Secretary of State on December 13, 1983, to which a document was appended identifying the Ice House as the supplier of the equipment.

In July of 1984, Anthony's defaulted on the repayment of its loan from Barnett Bank. Shortly thereafter, Anthony's also defaulted in its obligations to Hayes. Following Anthony's default, Hayes picked up the equipment from the premises where Anthony's had maintained its restaurant. In September of 1984, after learning that Hayes had possession of the equipment, Barnett Bank filed an action against Hayes. Barnett Bank claimed that the after-acquired property clause contained in the security agreement executed by Anthony's on August 11, and embodied in its UCC-1, endowed it with a superior right to the equipment; hence Hayes' possession of the equipment was a technical conversion.

Hayes responded to the action by filing a third party complaint against the Ice House alleging that the Ice House had breached the warranty of title when it "sold" the equipment to Hayes. Thus, the central issue before us is whether there was a sale of the equipment to Hayes which resulted in the Ice House warranting title to the equipment pursuant to section 672.312, Florida Statutes (1985). 1

The trial court's finding that there was no sale from the Ice House to Hayes is...

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1 cases
  • First State Bank & Trust Co. of Shawnee v. Wholesale Enterprises, Inc.
    • United States
    • United States State Court of Criminal Appeals of Oklahoma. Court of Civil Appeals of Oklahoma
    • 13 Septiembre 1994
    ...interest it had been granted by Brown, and not through any bargain with Wholesale Enterprises. Cf., Hayes Leasing Systems, Inc. v. Ice House, Inc., 506 So.2d 1073, 1075 (Fla.Ct.App.1987) (third-party's payment of balance due on buyer's purchase of equipment did not constitute a "sale" to th......

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