Spillers v. First National Bank of Arenzville

In 1977, First National Bank of Arenzville (First National) (defendant) loaned $25,000 to Richard Spillers (plaintiff) to buy a crane. Spillers bought the crane and affixed it to concrete forms that Spillers already owned. The crane was collateral for the loan. The loan note required Spillers to repay the loan within six months. At the end of six months, Spillers did not repay the loan. First National gave Spillers a 30-day extension of the repayment deadline. Spillers made no payment. In January 1978, First National brought an action to recover the amount due. Spillers then gave First National possession of the crane and the concrete forms. Two months later, in March 1978, First National’s attorney sent a letter to Spillers’s attorney. The letter stated that a purchaser had offered First National $15,000 for the crane and that First National would sell the crane within 10 days of the date of the letter. In response, Spillers offered to buy the crane for $16,000. First National then informed Spillers that Spillers could buy the crane on condition, among other things, that Spillers delivered a cashier’s check for $16,000 within four days. Spillers then stopped pursuing the purchase of the crane. First National sold the crane for $15,000 and the concrete forms for $6,120. Subsequently, the crane was bought and sold at least twice, with the last sale price being $27,500. The purchaser that bought the crane for $27,500 was offering it for sale with an asking price of $35,000. In the meantime, First National collected a deficiency judgment from Spillers in the amount of $6,500. Spillers then filed a damages claim against First National, alleging that First National’s sales of the crane and the forms were not commercially reasonable under the Uniform Commercial Code (UCC). Following a bench trial, the trial court implicitly concluded that the transactions were governed by the UCC. The trial court found that under the UCC, the sales were commercially reasonable. Consequently, the trial court dismissed Spillers’s complaint. Spillers appealed.