Todd v. Midwest Motor Sales & Service, Inc.

Mark Allen Todd (plaintiff) agreed with Midwest Motors Sales and Service, Inc. (Midwest Motors) (defendant) to make a down payment on a 2013 Kia Optima, trade in his 2002 Jeep Liberty, and make monthly payments on the balance due. As part of the purchase process, Todd and his mother submitted a credit application to Kalsee Credit Union (Kalsee). The contract between Todd and Midwest Motors contained an integration clause stating that the written document was the entire agreement between the parties. The contract did not indicate that the sale was conditioned on credit being issued by Kalsee, but it did include terms calling Midwest Motors the creditor and allowing it the right to repossess the vehicle if Todd failed to make timely payments. Todd’s credit application was initially approved by Kalsee. Todd signed the sales contract, paid the $1,000 down payment, signed an application to transfer title to the Kia, moved his license plate to the Kia, and left Midwest Motors his Jeep. Later, Kalsee Credit Union indicated to Midwest Motors that it would not provide financing. After some haggling, Midwest Motors employees went to Todd’s house and used a spare key to drive the Kia back to Midwest Motors. Todd filed suit against Midwest Motors and a pair of its employees alleging conversion—i.e., assertion and control over the property of another—and violation of Michigan’s Uniform Commercial Code (UCC). The Michigan UCC did not allow a secured party to repossess collateral by the means utilized by Midwest Motors. Midwest Motors argued that “the sale was conditioned upon credit being issued by Kalsee Credit Union.” The parties filed competing motions for summary judgment.