Top Priority Transit, LLC v. Cape Auto Pool, Inc.
| Docket Number | ED111307 |
| Decision Date | 21 November 2023 |
| Parties | TOP PRIORITY TRANSIT, LLC, Appellant, v. CAPE AUTO POOL, INC., Respondent. |
| Court | Missouri Court of Appeals |
Appeal from the Circuit Court of Cape Girardeau County Honorable Scott A. Lipke
Top Priority Transit, LLC ("Buyer") appeals the circuit court's entry of summary judgment for Cape Auto Pool Inc. d/b/a Cape Auto Sales ("Dealer") against Buyer on Buyer's three-count petition for fraud, breach of warranty of title, and breach of contract regarding its purchase of a 2016 Dodge Caravan ("van") and receiving a prior salvage motor title. Buyer raises six points on appeal. In Point I, Buyer argues the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's fraud claim because the circuit court improperly relied on a deposition excerpt not identified as an undisputed fact under Rule 74.04(c)(1).[1] In Point II Buyer contends the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's fraud claim because the deposition excerpt, if entered properly, did not establish Buyer had knowledge the van was totaled in a prior collision and would be subject to a salvage title. In Point III, Buyer avers the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's fraud claim due to estoppel because Dealer did not plead or prove facts to support an estoppel defense and facts about the van's collision history were admissible through the summary judgment record. In Point IV Buyer alleges the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's breach of warranty of title claim as a matter of law because section 400.2-312(1) controls and codifies the law that buyers receive the title to which they, in good faith, expect to acquire by their purchases.[2] In Point V, Buyer argues the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's breach of warranty of title claim as a matter of law because the warranty disclaimers in the sales documents did not disclaim the implied warranty Dealer would provide a "good and valid" title. In Point VI, Buyer argues the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's breach of contract claim because Buyer used the salvage title under protest, which did not constitute a waiver or preclude Buyer from pursuing its claim against Dealer.
This Court holds because the circuit court erred in sustaining summary judgment in Dealer's favor on Buyer's fraud claim by improperly relying on a deposition excerpt not identified as an undisputed fact under Rule 74.04(c)(1) and disregarding genuine issues of material fact regarding elements of Buyer's claim, Points I and II are granted. This Court denies Point III because the circuit court ultimately reached the proper result regarding the admissibility of the van's collision history. This Court denies Points IV and V because Dealer provided Buyer with "good title" as defined by section 400.2-312 rendering Buyer's challenge to Dealer's warranty disclaimers in Point V immaterial. Finally, this Court denies Point VI because the circuit court properly entered summary judgment in Dealer's favor on Buyer's breach of contract claim because Dealer performed all essential elements of the contract, including providing "good title" to the van which Buyer utilized so the van could be used in its course of business. The circuit court's judgment is affirmed in part, reversed in part, and the case is remanded for further proceedings consistent with this opinion.
Dealer is a car dealership in Cape Girardeau, Missouri. T.A ("Owner") is Dealer's sole owner, and T.A.'s son, M.A. ("Salesman"), was a salesman at the car dealership in 2019. Buyer is a Missouri limited liability company providing transportation services reimbursable by the State of Missouri. D.F. is Buyer's manager ("Manager"), with P.F. and Y.F. serving as members.
In mid-October 2019, Salesman and Manager met to discuss Buyer purchasing the van. Salesman provided Manager with the van's Carfax report. Manager took the Carfax report to Buyer's bank to secure financing to purchase the van. Salesman prepared the title application and odometer form, which Manager signed on Buyer's behalf. On October 31, 2019, Manager returned to Dealer with a cashier's check for $21,000 to purchase the van. Manager tendered the check and signed the sales contract, which contained language expressly disclaiming "all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose and neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products." The sales contract also stated Buyer understood and agreed the van was being "sold 'AS IS' and 'WITH ALL FAULTS.'" Manager also signed a "buyers guide," the terms of which were incorporated into the sales contract. The buyers guide contained a checked box with the words, "AS IS - NO WARRANTY" in large print. Buyer took possession of the van.
In December 2019, Manager and Y.F., acting pro se, filed a small claims action against Dealer and Salesman, which was dismissed without prejudice on February 4, 2020. That same day, Salesman gave Manager the certificate of title for the van, which indicated the van was designated a "prior salvage motor vehicle." Manager and Salesman signed the assignment of title. Manager took the salvage title to the department of motor vehicles to obtain a new title issued in Buyer's name. Buyer procured insurance for the van. Buyer used the van in its business and earned a profit from its use by receiving reimbursements from the State of Missouri for its services.
In June 2020, Buyer sued Dealer in the circuit court on three counts. In Count I, Buyer alleged Dealer committed fraud when it represented it would provide "good title" to the van when it prepared and executed the application for title, signed the odometer form, and accepted Buyer's cashier's check. Buyer alleged it reasonably relied on Dealer's representation it would provide "good title" to the van and reasonably acted in the absence of the knowledge Dealer could provide only a salvage title. Buyer contended Dealer intentionally concealed the fact it could provide only a salvage title at the time of sale, and Buyer was entitled to compensatory and punitive damages. In Count II, Buyer alleged Dealer breached the warranty of title when Dealer impliedly warranted that it could provide a "good and valid title" to the van, concealing it could provide only a salvage title, and by selling Buyer the van and providing a salvage title. In Count III, Buyer alleged Dealer breached the sales contract by failing to provide a good and valid title for the van and providing only a salvage title. Buyer attached several exhibits to its petition, including the sales contract, the title application, the odometer form, and the certificate of title. In Dealer's answer, it asserted it knew and informed Buyer the van would be subject to a prior salvage motor vehicle title. Dealer further asserted Buyer accepted and endorsed the certificate of title with the prior salvage motor vehicle designation, took possession of the van, and operated the van to its benefit. Dealer claimed Buyer waived its breach of contract claim and was estopped from questioning the existence, validity, and effect of the sales contract.
Dealer moved for summary judgment, arguing there were no disputed issues of material fact regarding Buyer's claims. Dealer filed a statement of uncontroverted facts and attached deposition excerpts from Owner, Salesman, and Manager. Dealer also attached the sales contract, the buyers guide, and a page from the van's Carfax report listing activity from September 2019 through September 2020, with an entry dated October 2, 2019, stating a salvage title was issued for the van.
In Buyer's response to Dealer's statement of uncontroverted facts, Buyer denied the Carfax report attached to Dealer's statement of uncontroverted facts was the same Carfax report Manager received before purchasing the van because it included events occurring almost a year after the van's purchase. Buyer averred Manager received a different Carfax report which did not refer to a prior collision or salvage title. Buyer further disputed whether the salvage title was the title Buyer was entitled to receive and denied the sales contract and buyers guide warranties disclaimed warranty to "good title." Buyer provided additional facts precluding summary judgment regarding the van's collision history before Dealer came to possess it.
Dealer filed a reply to Buyer's memorandum opposing its summary judgment motion. Dealer did not reply to Buyer's additional statements of fact regarding the van's prior collision history. Instead, Dealer incorporated excerpts from P.F.'s deposition into its reply. These excerpts purportedly proved P.F. observed the van "in a wrecked condition," knew it had been in a prior collision, but was willing to buy the van because he was otherwise satisfied with its condition. Dealer did not attach this deposition excerpt as an exhibit or refer to P.F.'s deposition in any of its numbered paragraphs in its statement of uncontroverted facts.
The circuit court entered summary judgment in Dealer's favor on all counts. As to Count I, the circuit court relied on P.F.'s deposition excerpt to negate the right to rely element of Buyer's fraud claim and found Buyer was estopped from supplementing its petition regarding the van's collision history because it was not raised in its original petition. As to Count II, the circuit court found Dealer...
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