Jones v. Approved Bancredit Corp.

Myrtle Jones (defendant) signed a promissory note under which Jones would pay $3,250 in installments to Albee Dell Homes, Inc. (Dell), as payment for Dell’s construction of a house. Dell immediately sold and assigned the note to Approved Bancredit Corporation (Bancredit) (plaintiff) for $2,250. Dell’s builder refused to complete work on the house after an employee knocked the partially completed house off its foundation with a bulldozer. Dell disclaimed responsibility. Bancredit sued Jones to collect the unpaid balance of the note. Jones raised several defenses, including fraud by Dell. Bancredit moved for summary judgment, arguing that Bancredit was a holder in due course and that the defenses claimed by Jones against Dell were not available against Bancredit. The evidence showed that: (1) Dell and Bancredit were both wholly owned subsidiaries of Albee Homes, Inc. (Homes); (2) virtually all of Bancredit’s business came from Dell and other Homes subsidiaries; (3) Bancredit prepared the contracts and financing documents used by Dell; (4) Homes and Bancredit had the same officers and directors, and Homes named Dell’s directors and officers; (5) checks issued by Bancredit were countersigned by Homes; and (6) Bancredit preapproved all of Dell’s transactions. The superior court held that Bancredit was a holder in due course and entered a judgment in favor of Bancredit. Jones appealed.