FL Receivables Trust 2002-A v. Arizona Mills, L.L.C., 230 Ariz. 160

Trust has a superior security interest in the Building, fixtures, and equipment; Mills owns the land and improvements on Lot 4 and was the landlord of the mall parcel.
CTM constructed the Building under a 1998 ground lease; a 2000 amendment subordinated Mills’ improvements to lender but not land access.
Consent subordinated Mills’ interests in collateral but not land; lender could enter premises to repossess and remove collateral and potentially cure defaults.
ESAD defaulted in 2002–2003; Mills terminated the lease and locked ESAD out; Captec’s interest was assigned to the Trust.
On remand, court addressed whether Trust’s security interest extends to Lot 4, whether Mills interfered with collateral use, and whether the Trust could obtain damages; court held revised Article 9 applies and remanded for disposition of collateral.
Trial court awarded declaratory relief to Trust on priority; Mills appealed; Trust and Mills cross-appealed; final judgment entered September 16, 2010; appeals followed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Interference with collateral under UCC proceeds</Issue	Trust claims interference with its rights to use/market collateral.	Mills argues no general interference remedy exists under UCC; only traditional remedies apply.	No statutory cause of action for general interference; Trust’s claim fails.
Implied covenant breach by Mills recognizing subordination	Trust asserts Mills refused to acknowledge subordination and breached good faith.	Mills acted within Consent terms and lease amendments.	No breach of the covenant of good faith and fair dealing.
Retroactive application of revised UCC Article 9	Trust benefited from modern remedies under revised Article 9.	Retroactivity impairing substantive contract rights; not warranted.	Revised Article 9 retroactively applicable; Consent rights were not impaired.
Damages for lost rental income due to interference	Trust entitled to damages under proceeds/interference theory.	No proven causal link or damages established.	Trust failed to prove interference caused rental losses; damages denied.
Reasonable time for disposition of collateral	Trust argues six-month milestone is appropriate given market.	Milestones must reflect commercial reasonableness, not a fixed date.	Set date not compliant; remand to determine commercially reasonable disposition.

State of Arizona ex rel. Home v. AutoZone, Inc., 227 Ariz. 471 (Ariz. App. 2011) (caution against reading remedies beyond those provided by statute; savings clause discussed)
Kresos v. White, 47 Ariz. 175 (1936) (rights vest at contract execution; later law may impair those rights)
San Carlos Apache Tribe v. Superior Court, 193 Ariz. 195 (1999) (retroactive impairment of substantive rights; vesting standards)