SLT Dealer Group, Ltd. v. AmeriCredit Financial Services, Inc.
336 S.W.3d 822
| Tex. App. | 2011Background
- This is a breach-of-contract case between SLT Dealer Group, Ltd. d/b/a Alliance Chevrolet (Alliance) and AmeriCredit Financial Services (AmeriCredit).
- Alliance entered March 24, 2006 into a Dealer Agreement with AmeriCredit to sell retail installment contracts; the agreement contains representations, warranties, and covenants regarding contract validity, lack of fraud, and timely perfection of AmeriCredit's security interest.
- In October 2008, Alliance sold a Wallace Contract for a 2003 BMW 745I to AmeriCredit, receiving $56,142.83, but Wallace never occupied or used the car; the contract contained false information and Wallace had not visited the dealership.
- AmeriCredit demanded repurchase in March 2007 under the Dealer Agreement after discovering irregularities, but Alliance did not repurchase; a mechanic's lien later placed on the Wallace Vehicle led to foreclosure and sale.
- Between June 2007 and February 2008, Alliance executed Garcia, Burditt, and Morton contracts; AmeriCredit offset payments for the Wallace Contract against those contracts, but Alliance later perfected liens in favor of other lenders and did not perfect in AmeriCredit's favor.
- AmeriCredit sued Alliance for breach of contract in July 2008; the trial court granted summary judgment for AmeriCredit in April 2009, with later amendments increasing attorney’s fees and nunc pro tunc entries in 2009.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether commercially reasonable disposition of collateral applies here | AmeriCredit did not possess the Wallace Vehicle; duty to prove commercial reasonableness does not arise without possession or disposition. | Alliance argues AmeriCredit’s disposition of Wallace collateral was commercially unreasonable and raises genuine fact issues. | Commercial reasonableness not triggered; no disposition by AmeriCredit occurred, so no issue. |
| Whether conditions precedent for Garcia, Burditt, Morton contracts were met | Dealer Agreement as a whole required Alliance to perfect AmeriCredit’s security interest; failure to perfect does not bar AmeriCredit’s breach claim. | If conditions precedent requiring perfection were not met, AmeriCredit cannot assert breach and may be excused. | Conditions precedent are covenants; Alliance’s failure to perfect cannot excuse AmeriCredit’s breach; contract read as a whole favors AmeriCredit. |
| Whether the First Amended Final Summary Judgment is void as a second final judgment | AmriCredit contends modification within plenary power is allowed; second judgment replaces the first. | Alliance argues multiple final judgments violate Rule 301 and create nullities. | Second judgment properly modified during plenary power; not a nullity. |
| Whether the August 20, 2009 nunc pro tunc judgment is valid to correct a clerical error | Nunc pro tunc corrected a clerical error in the attorney’s fee amount from an unclear placeholder to $4,000.00. | Nunc pro tunc attempted to correct a judicial error rather than a clerical one. | The correction was clerical; valid nunc pro tunc correction. |
Key Cases Cited
- Greathouse v. Charter Nat'l Bank-Sw, 851 S.W.2d 173 (Tex. 1992) (commercial reasonableness and defenses under pledge arrangements)
- Henry v. Masson, 333 S.W.3d 825 (Tex.App.-Houston [1st Dist.] 2010) (contract construction; avoid forfeiture absurd results)
- II Deerfield Ltd. P'ship v. Henry Bldg. Inc., 41 S.W.3d 259 (Tex.App.-San Antonio 2001) (party cannot rely on own failure to perform condition precedent)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standard for summary judgment; factual disputes require resolution)
- Reilly v. Rangers Mgmt., Inc., 727 S.W.2d 527 (Tex. 1987) (interpretation of covenants vs. conditions precedent)
- Price Constr., Inc. v. Castillo, 147 S.W.3d 431 (Tex.App.-San Antonio 2004) (modification of judgments during plenary power; implied replacement)
- Quanaim v. Frasco Rest. & Catering, 17 S.W.3d 30 (Tex.App.-Houston [14th Dist.] 2000) (judgment modification during plenary power; implied replacement of prior judgment)
- Woosley v. Smith, 925 S.W.2d 84 (Tex.App.-San Antonio 1996) (clarifying plenary power and modification)
- Exxon Corp. v. Garza, 981 S.W.2d 415 (Tex.App.-San Antonio 1998) (nullity and final judgment considerations)
- Escobar v. Escobar, 711 S.W.2d 230 (Tex. 1986) (clerical vs. judicial errors; standards for correction)
- Hohenberg Bros. Co. v. George E. Gibbons & Co., 537 S.W.2d 1 (Tex. 1976) (distinguishing condition precedent from covenants)
- Centeq Realty, Inc. v. Siegler, 899 S.W.2d 195 (Tex. 1995) (summary judgment burden-shifting framework)