*1 If condemnor in this case has acted in faith, clearly subjected it is

bad a suit process adequate

for which is an abuse proper remedy these circumstanc- a

es. already I

Lastly, believe we have ruled case, movant in this condemn-

or, faith. Northern good has 'acted in Cornett,

Kentucky Authority, Port Inc. v. (1981).

Ky., 625 S.W.2d

that our statement therein that “... faith, in good

condemnor acted project assurance that this will

reasonable pass

come ...” constitutes law case, is, therefore, binding

dispositive of the issue. I would reverse LEIBSON, J.,

am state that authorized to

joins me in this dissent. Trimble, Henry, Montjoy Trimble & J. TRIMBLE, Montjoy Agent and

J. Attor- Lexington, for movant. ney-In-Fact Dan for Stathatos and Malisos, Movant, Miller, Miller, S. Griffin & Robert Sam Barker, Sturgill, & Stephen L. Turner Truitt, Lexington, respondents. for INC., FARMS, NORTH RIDGE Combs Stallions, Inc., Arbour, and Anita VANCE, Justice. Respondents. provision in question is a whether Supreme Court syndicate agreement syndicated provides nominations stallion Sept. mare to bred the stallion Denied Dec. of a share owner

sold, exchanged, or otherwise transferred purchase of permits pur- clear of a breeding season money chase 9-306. cator virtue U.C.C. stallion, Affirmed, owned Louis Wolfson, ownership syndicated and Each equal shares. divided into entitled member of a mare be bred one free nomination for each season the stallion share owned. fractional *2 397 purchased Anita Arbour a fractional Wolfson. We affirm the decision of the share in the from Wolfson price was purchase 355.9-306(2) provides: K.R.S. $400,000.00. $100,000.00 cash, was “Except where this article otherwise promissory and a the note for provides, security interest continues $300,000.00 payable exe- to Wolfson was sale, notwithstanding collateral ex- by cuted Arbour. payable The note was change, disposition or other by thereof $75,000.00 each, four installments of the the debtor his unless action was autho- first De- payable installment due and by party rized the secured securi- the 1, cember and Wolfson secured otherwise, ty agreement or and also con- properly perfected security interest in proceeds tinues identifiable includ- a ¾ n 6undivided the fractional interest by collections recovered the debtor.” thoroughbred horse Affirmed. added.) (Emphasis The syndicate agreement contained the agree that the Uniform following provision with reference the applicable Commercial Code is to this trans right to shareowners to nominate mares to dispute action and do not the fact that the

be bred to the stallion: by to nominate was collateral secured may exchanged “Nominations or Security Agreement. do Movants otherwise or transferred and however, agree, the sale that of the collat written notice of such transfer shall be security was free and clear of the syndicate manager to the 355.9-306(2) interest reason of K.R.S. thereafter; (10) days ten provided, how- because, contend, they there was no autho ever, that nominations not be cumu- rization the sale the collateral when breeding lated from one season to a sub- in default. sequent breeding season.” 6.3(d) point Movants out section 26, May 1980, On conveyed Anita Arbour syndicate agreement prohibits the sale her respondent, 1982 nomination to public at auction and thus Farms, Ridge Subsequently, Arbour provision limits that which authorizes sales payment defaulted on her of the install- They or transfers of a nomination. reason ment of the note to Wolfson due on Decem- authority from this that the to sell or trans- repossessed Wolfson her absolute, limited, movants, share of fer is not but and should the stallion. The Statha- Malisos, purchased prohibit tos and be limited to sale when in default share when it security agreement. satisfy sold Wolfson to his lien. of a They position in the did stand as Nothing language in the of the syndicate regard Wolfson priority party, Wolfson was a Wolfson’s authority assign sell or a nomi- limits the transactions, foregoing a result parties not in default of a nation to Ridge Farms, both North Inc. and Statha- agreement with That Wolfson. tos and Malisos claimed the to nomi- been, not, language could have but was nate a mare bred to Affirmed in syndicate agreement. part of the made a season. Bank, Au- Movants cite Farmers State litigation In dis- instituted to resolve the Cooperative rora v. Edison Non-Stock Court, pute, Fayette summa- Circuit Assn., 212 N.W.2d 190 Neb. ry judgment, fa- matter in (1973), a sale of collateral for a movants, they vor obtained defeat the while in default did not breeding season. agree- but in that case the have debtor should ment that the appeal,

On reversed regular in the to sell the collateral ground on the that K.R.S. long no element of business so as applicable course has occurred. sale free of default Furthermore, although respondent movants’ whether movants brief states that Arbour was in default to North Inc. should have the at the time she sold 1982 nomi- use Wolfson season. That May, expired nation to North season has used mov- clearly does the- ants. The record indicates that North *3 from the record nor does the brief appear Ridge Farms, Inc. has amended its plead- de- explain particulars of the damages to seek from movants' for fault. interference with its of nomination. question The have briefed the note that the first installment of the We any liability whether movants have due note to Wolfson was not until Decem- but inasmuch as not and thus was in default question yet this has to be the nomination. when Arbour sold court, judgment of the trial is matter agreement required Arbour The properly not before this court for review. in keep mortality in insurance an force The decision of the equal to the of the indebt- amount affirmed. edness, do not find from the record but we obligation. that Arbour defaulted on this STEPHENS, C.J., AKER, GANT, agreement each syndicate required

The VANCE, JJ., concur. LEIBSON and manager pay syndicate member to prevailing rate for maintenance be J., STEPHENSON, separate dissents calen- billed as soon after the end WINTERSHEIMER, J., opinion which reasonably practical and quarter dar as is joins. after the date of days the statement. further Justice, STEPHENSON, dissenting. quarters in any member more than two I do not believe that KRS payment money due arrears enough interpreta- a broad should be fur- syndicate as shown the statement agreement tion so as to vitiate the nished, sell, not should be here. exchange or trade a nomination until the obligation had been satisfied. agreement authorizes the seasons sale of nominations Because Ms. Arbour did own a share provides certain restrictions on and further until her second calendar I do not the sale of fractional interests. quarterly not have statement would been inference, why, by we should understand July 30, arrears before and was not of a say the sale nomination in default she the nomination. when sold clear of the season should be course, was, She when it came just for the reason nomination, but time to use the at that time agreement provide Pre- did not otherwise. nominate, longer she no owned the apply to would sumably, the having sold it to North provi- These a sale a fractional interest. express of the under authorization simply the owners sions were between agreement. The nomi- cate to sell the rights responsibilities shares nation, sold, or to use such outstanding security affecting any without limited either interest. agreement obligation the event default on dignity to a re- afford more We should of the collat- Wolfson. The authorized sale majority security interest than the corded extinguished opinion. its the collateral. with the Any in accordance authorization by infer- and not trial court was statute should only ence. appealable final determination Here, by interpretation majori-

ty, entire life of the nominations could completely defeating thus the se-

curity require would

showing that this was the intent of the

parties rather than observe matter provided against.

could have been

Accordingly, I dissent. J„

WINTERSHEIMER, joins this dis-

sent. *4 GRZYB,

Larry Maloney, Tim John Corpora- Hospital and Ashland

tion, King’s Daughters” Hospital, d/b/a

Movants, EVANS, Respondent.

William

Supreme Court of

Oct. 1985.

As Corrected Nov. Modified Denial of

Dec. Edwards, Jones, Jr., D.

William H. Carl Ashland, Jr., Hanbury, William P. John I.