344 S.W.3d 561
Tex. App.2011Background
- CNB held a security interest in Trans-Gulf’s drilling rig, equipment, and related insurance claim; Smith guaranteed Trans-Gulf’s indebtedness.
- Trans-Gulf filed for Chapter 11 in Jan 2008; CNB sought relief to foreclose and later sued Smith on the guaranty.
- Rig collapsed Oct 28, 2008; insurance claim for the rig’s value was filed.
- Bankruptcy trustee stipulated with CNB to assign to CNB all rights in the rig, equipment, and insurance claim; March 1, 2009 order approved the transfer.
- CNB moved for summary judgment; court awarded CNB $2,828,612.26 against Smith; Smith appeals raising questions about acceptance of collateral and accord/ satisfaction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CNB’s assignment of collateral constituted full/partial satisfaction | Smith argues assignment accepted collateral in satisfaction | CNB contends no explicit acceptance in satisfaction occurred | Assignment did not constitute acceptance in satisfaction |
| Whether CNB’s acceptance, if any, created a credit against Smith’s guaranty | Smith seeks credit for proceeds and sale of collateral | CNB did not treat assignment as fixed satisfaction; credit disputed | Credit not established on record; remanded for damages credit calculation |
| Whether accord and satisfaction was established | Smith asserts accord and satisfaction via stipulation/order | Waived defense in guaranty; no clear new agreement | Accord and satisfaction not proven; waived defenses do not apply to this point |
| Whether assent to collateral under UCC/Chapter 9 was properly analyzed | Secondary obligor status gives challenge to disposition/acceptance | 9.620/9.602 controls; no valid acceptance or waiver found | 9.620 not satisfied; disposition proceeded under §9.610; no double recovery |
Key Cases Cited
- Rabinowitz v. Cadle Co. II, Inc., 993 S.W.2d 796 (Tex.App.-Dallas 1999) (anti-waiver protections in Chapter 9; guarantor rights)
- Nobles, Fed. Dep. Ins. Corp. v. Nobles, 901 F.2d 477 (5th Cir.1990) (waiver of good faith/collection duties; UCC vs. general contract law)
- Tanenbaum v. Economics Laboratory, Inc., 628 S.W.2d 769 (Tex.1982) (constructive strict foreclosure doctrine and retention vs. sale)
- Cohen v. Rains, 769 S.W.2d 380 (Tex.App.-Fort Worth 1989) (ownership rights and retention concerns in collateral disposition)