Southern Developers & Earthmoving, Inc. v. Caterpillar Financial Services Corp.
2011 Fla. App. LEXIS 2216
| Fla. Dist. Ct. App. | 2011Background
- Southern and Gill signed promissory note and personal guaranty with CAT for five earthmoving pieces; CAT repossessed after default and sold four via private sale and one via Internet auction; CAT seeks deficiency judgment for shortfall; Southern and Gill dispute commercial reasonableness of sales and amount due; CAT sought summary judgment supported by affidavit but without sale details; Gill contested reasonableness backed by Richie Brothers letter claiming higher value; court granted summary judgment for CAT in amount $140,812, without explicit factual findings on reasonableness; opinion reverses, remands for proceedings including reconsideration of attorney’s fees and potential amendment by Southern; issues include commercial reasonableness standard, damages measure, evidentiary admissibility, and pleadings amendments.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was CAT entitled to a deficiency judgment based on commercially reasonable disposition? | CAT: sales were commercially reasonable; deficiency owed. | Southern: sales not commercially reasonable; lower value improperly used. | No; CAT failed to prove commercial reasonableness. |
| What damages measure governs if disposition is commercially unreasonable? | CAT: deficiency based on debt minus sale proceeds. | Southern: may rely on fair market value or surplus recovery. | Deficiency not established; fair market value not proven. |
| Is the Richie Brothers letter admissible evidence to prove value? | CAT relies on overall sale value; letter supports value. | Letter is unauthenticated and inadmissible; cannot prove value. | Letter inadmissible; cannot support deficiency. |
| Was there error in awarding attorney’s fees to CAT? | CAT prevailed on the note; should receive fees. | Fees improper if judgment reversed on merits. | Fees reversed; remand for fee reconsideration. |
| Did the trial court abuse its discretion in denying leave to amend? | Southern sought to add damages counterclaim. | CAT faced no prejudice; liberal policy favors amendment. | Abuse of discretion; remand to allow amendment. |
Key Cases Cited
- Weiner v. American Petroleum Marketing, Inc., 482 So.2d 1362 (Fla. 1986) (presumption of fair market value when sale is commercially unreasonable; burden to prove value)
- Burley v. Gelco Corp., 976 So.2d 97 (Fla. 5th DCA 2008) (burden to prove every aspect of disposition was commercially reasonable)
- Allen v. Coates, 661 So.2d 879 (Fla. 1st DCA 1995) (definition of commercially reasonable under UCC 9)
- EAC USA, Inc. v. Kawa, 805 So.2d 1 (Fla. 2d DCA 2001) (liberal policy favoring amendment of pleadings)