Wight v. Agristor Leasing

• Decision Date: 06 January 1987
• Docket Number: Civ. A. No. C-84-4050-S.
• Citation: 652 F. Supp. 1000
• Parties: Albert WIGHT, et al., Plaintiffs, v. AGRISTOR LEASING, et al., Defendants.
• Court: U.S. District Court — District of Kansas

652 F. Supp. 1000

Albert WIGHT, et al., Plaintiffs, v. AGRISTOR LEASING, et al., Defendants.

Civ. A. No. C-84-4050-S.

United States District Court, D. Kansas.

January 6, 1987.

COPYRIGHT MATERIAL OMITTED

Brock R. Snyder, Topeka, Kan., for plaintiffs.

Turner, Boisseau, Chtd., Lynn Hursh, Overland Park, Kan., for W.E. Turner.

William Hergenreter, Shaw, Hergenreter & Quarnstrom, Topeka, Kan., 4-J Harvestore Systems, Inc.

Gehrt & Roberts-Chtd., Floyd E. Gehrt, Topeka, Kan. (K-W-H-I Co., Inc.) (Donald D. Krause).

Benfer & Farrell, George F. Farrell, Jr., Topeka, Kan., for A.O. Smith Harvestore Products, Inc., A.O. Smith Corporation, Inc.

Lathrop, Koontz, Righter, Glagett & Norquist, Gordon E. Wells, Jr., John L. Vratil, Overland Park, Kan., for AgriStor Leasing, AgriStor Credit Corp. and Steiner Financial Corp.

MEMORANDUM AND ORDER

SAFFELS, District Judge.

This matter is before the court on various defendants' motions for summary judgment. Defendant AgriStor Leasing has filed a motion for summary judgment on plaintiff's second amended complaint. Defendant A.O. Smith Harvestore Products, Incorporated has also filed a motion for summary judgment. A.O. Smith Corporation, Incorporated has filed a motion for summary judgment. The defendant 4-J Harvestore Systems, Incorporated has also filed a motion for summary judgment and a motion to dismiss. Rather than address each of the individual defendants' motions as a joint motion, the court will individually address the motions of AgriStor Leasing & 4-J Harvestore Products, Inc. The motions of A.O. Smith Harvestore Products, Inc. and A.O. Smith Corporation will be jointly addressed.

The court will first consider defendant AgriStor Leasing's motion for summary judgment. A moving party is entitled to summary judgment only when the evidence indicates that no genuine issue of material fact exists. Fed.R.Civ.P. 56(c); Maughan v. SW Servicing, Inc., 758 F.2d 1381, 1387 (10th Cir.1985). An issue of fact is "material" only when the dispute is over facts that might affect the outcome of the suit under the governing law. Anderson v. Liberty Lobby, Inc., ___ U.S. ___, ___, 106 S.Ct. 2505, 2509, 91 L.Ed.2d 202 (1986). The requirement of a "genuine" issue of fact means that the evidence is such that a reasonable jury could return a verdict for the nonmoving party. Id. Thus, the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment. Id. The court must consider factual inferences tending to show triable issues in the light most favorable to the existence of those issues. United States v. O'Block, 788 F.2d 1433, 1435 (10th Cir.1986). The court must also consider the record in the light most favorable to the party opposing the motion. Bee v. Greaves, 744 F.2d 1387, 1396 (10th Cir. 1984), cert. denied, 469 U.S. 1214, 105 S.Ct. 1187, 84 L.Ed.2d 334 (1985). The language of Rule 56(a) mandates the entry of summary judgment against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case and on which that party will bear the burden of proof at trial. Celotex Corp. v. Catrett, ___ U.S. ___, ___, 106 S.Ct. 2548, 2552, 91 L.Ed.2d 265 (1986).

For purposes of this summary judgment motion, the following facts are uncontroverted.

1. Defendant AgriStor Leasing is a Wisconsin Partnership composed of AgriStor Credit Corporation, a Delaware corporation, with its principal place of business in Brookfield, Wisconsin and Steiner Financial Corporation, a Utah corporation, with its principal place of business in San Francisco, California. These corporations will be collectively referred to as AgriStor.

2. Plaintiffs Albert and Marian Wight are husband and wife and residents of the State of Kansas. Plaintiffs Jim and Nancy Wight are husband and wife, and son and daughter-in-law of Albert and Marian Wight. At all times relevant to this case, the Wights were engaged in the business of farming.

3. Jim Wight is thirty-nine years old and has been in farming since 1969. Jim and Albert Wight farmed as a partnership until 1984 when Albert retired.

4. Defendant A.O. Smith Harvestore Products, Inc. designs and manufacturers A.O. Smith Harvestore equipment. A.O. Smith Harvestore Products, Inc. hereinafter AOSHPI designed and manufactured the equipment at issue.

5. A Harvestore is a large grain-storage silo. This equipment is generally operated in connection with related automation equipment.

6. AgriStor does not design, manufacture or install Harvestore equipment.

7. AgriStor is the lessor of A.O. Smith Harvestore equipment.

8. AgriStor Credit Corporation and AOSHPI are separate, wholly-owned subsidiaries of defendant A.O. Smith Corporation. AgriStor never had and does not presently have a proprietary interest in, agency or representative relationship with AOSHPI. AOSHPI never had and does not presently have a proprietary interest in, agency or representative relationship with AgriStor. AOSHPI is not an agent of AgriStor.

9. At all times relevant to the issue at hand, former defendant K.W. Harvestore, subsequently K-W-H-I Company, Inc. hereinafter KW was a dealer engaged in the sale, assembly, installation and service of Harvestores and related equipment.

10. Neither AgriStor nor KW has ever had or does have a proprietary interest in, agency or representative relationship with each other, and neither AgriStor nor KW has ever had nor do they presently have any employee who serves as an officer, agent or employee of the other.

11. Pursuant to the terms of the Dealer Agreement on Leasing, KW was to obtain and forward properly-completed and executed documents which evidenced a lease transaction of Harvestore equipment between AgriStor and its leasing customers.

12. Said Dealer Agreement on Leasing provides in paragraph B(2) that, "Dealer has not made and will not make any agreements, warranties or representations on behalf of AgriStor, and the terms contained in each lease agreement constitute the only under standing between AgriStor and the lessee named therein in connection with the equipment."

13. KW was under no obligation to submit leasing applications to AgriStor, and AgriStor had no obligation to approve any applications that might be submitted for its review by KW. KW was free to use any leasing or financing entity it desired, including but not limited to AgriStor, to lease or sell agricultural equipment to its customers.

14. At all times relevant to the issue at hand, former defendant, Bud Turner, was a salesman of Harvestore equipment for KW.

15. Turner is not now nor has he ever been an officer, agent or employee of AgriStor. At no time before, during or after the occurrence of the transactions, which are the subject of this action, did Turner have any authority, either express or implied, to represent himself as an officer, agent or employee of AgriStor or to modify any terms or conditions of the lease between AgriStor and the Wights.

16. At all times relevant hereto, former defendant Don Krause was the owner of KW.

17. Krause is not now nor has ever been an officer, agent or employee of AgriStor. At no time before, during or after the occurrence of the transactions did Krause have any authority, either express of implied, to represent himself as an officer, agent or employee of AgriStor or to modify any terms and/or conditions of the lease between AgriStor and the Wights.

18. On or about August 7, 1978, the Wights executed two Customer Purchase Orders for certain Harvestore equipment.

19. Thereafter, AgriStor purchased the equipment listed in said Customer Purchase Orders from KW and leased it to the Wights. On or about August 23, 1978, the Wights executed an Agricultural Equipment Lease Agreement with AgriStor.

20. On or about August 4, 1984, the Wights executed another Customer Purchase Order and the Lease was modified by an addendum.

21. Pursuant to the terms and conditions of the Lease and Addendum, AgriStor leased to the Wights the following described equipment:

1 — 17A 2588 Harvestore w/Goliath Unloader 1 — 17A 2577 Harvestore; 1 — 400 B.U. Wa-Ro-Matic Mill Forage Weigher 105 Flight Conveyor 13" U-Trough and Auger Supplement Miller Related Motors and Controls; AG 2574 Goliath Unloader; 25' Hood Kit.

22. Pursuant to the terms and conditions of the Lease, the Wights agreed to pay rent to AgriStor in the sum of $25,533.37, due November 1, 1981, followed by five (5) annual payments of $27,888.96 each, commencing on November 1 1982, and continuing through and including November 1, 1986.

23. The purchase Orders provide in paragraph 14, page 2 that:

Buyer understands the conditions of use of the products and is not relying on the skill or judgment of the Manufacturer or Seller in selecting them because Buyer acknowledges that farming and livestock feeding results are very much the product of individual effort combined with various climatic soil, water, growing and feeding conditions which are beyond the control of the Manufacturer and Seller. Buyer recognizes that any advertisements, brochures, and other written statements which he may have read, including any farm profit plan which may have been shown to him, as well as any oral statement which may have been made to his concerning the potential of the Harvestore and/or Slurrystore units and allied machinery and equipment, are not guaranties and he has not relied upon them as such because the products will be under Buyer's exclusive management and control. Buyer understands that the sole warranty, express or implied which is provided by A.O. Smith Harvestore Products, Inc., herein the Manufacturer and/or the Seller is as follows:

WARRANTY OF MANUFACTURER AND SELLER

If within the time limits specified below any product sold under this purchase order, or any part thereof shall prove to be defective in material or workmanship upon examination by the Manufacturer, the

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