Commercial Reasonableness

147 Florida cases classified under this topic · sorted by citation count · see the citation graph · browse and sort

• The Christian Broad. Network, Inc. v. Turner Commc'ns Corp.
  368 So. 2d 1345· Fla. 4th DCA· 1979-03-14 ·cited 3×
  Christian Broadcasting Network appealed the trial court's dismissal of its breach-of-lease claim in a receivership proceeding for Sun World Broadcasters. The court reversed, holding that the claim was provable because its amount could be determined on the date it was filed within
• Lapciuc v. Lapciuc
  275 So. 3d 242· Fla. 3d DCA· 2019-07-03 ·cited 2×
  A trial court must conduct an evidentiary hearing before deciding whether additional indebtedness satisfies a settlement agreement's requirement of being 'commercially reasonable and prudent,' and cannot decide matters not noticed for hearing without violating due process.
• Menichini v. Lissa L. Grant
  995 F.2d 1224· 3d Cir.· 1993-06-07 ·cited 2×
  The court held that the discovery rule does not apply to conversion actions for negotiable instruments when the defendant is not engaged in fraudulent concealment, and that the plaintiff's negligence in supervising his employee substantially contributed to the forgeries, potentia
• Gangelhoff v. Transamerica Commercial Fin. Corp.
  611 So. 2d 1333· Fla. 2d DCA· 1993-01-13 ·cited 2×
  Gangelhoff appealed a summary judgment awarding Transamerica a deficiency judgment of over $100,000 following the repossession and sale of collateral from his business. The court reversed, finding that genuine issues of material fact existed regarding the commercial reasonablenes
• Fed. Deposit Ins. Corp. v. Lanier
  926 F.2d 462· 5th Cir.· 1991-03-18 ·cited 2×
  The court held that the guarantors received adequate notice of the collateral sale under Texas law, and the sale was commercially reasonable, thus affirming the deficiency judgment.
• Chrysler Credit Corp. v. H & H Chrysler-Plymouth-Dodge, Inc.
  927 F.2d 270· 6th Cir.· 1991-03-06 ·cited 2×
  The court held that the disposition of collateral was not commercially reasonable due to lack of proper notice, but remanded for determination of a separate claim regarding vehicles sold out of trust.
• PPG Indus., Inc. v. Shell OIL Co.
  919 F.2d 17· 5th Cir.· 1990-11-06 ·cited 2×
  The court held that the force majeure clause in the contract was enforceable as written, excusing non-performance due to an explosion, and that Texas law did not impose a non-waivable requirement of reasonable control or good faith that would invalidate the clause.
• Sogelease Corp. v. McGEHEE Publ'g Co., Inc.
  876 F.2d 53· 8th Cir.· 1989-05-24 ·cited 2×
  The court held that the trial court's reliance on inadmissible hearsay evidence, even in a bench trial, was too risky to affirm the judgment without clarification.
• Otter OIL Co. v. Exxon Co.
  834 F.2d 531· 5th Cir.· 1987-12-30 ·cited 2×
  The court held that the Letter Agreement adequately incorporated the Geophysical Option Agreement, including its 10,000-acre minimum requirement, and that this applied to the extension-and-renewal clause.
• K.B. OIL Co. v. Ford Motor Credit Co., Inc.
  811 F.2d 310· 6th Cir.· 1987-02-10 ·cited 2×
  The court held that a commercial buyer's repeated acceptance of late payments did not waive the creditor's right to repossess upon default, and that the resale of repossessed collateral was commercially reasonable.
• Food Assocs., Inc. v. Cap. Assocs., Inc.
  491 So. 2d 345· Fla. 4th DCA· 1986-07-23 ·cited 2×
  Food Associates appealed a summary judgment dismissing their claims that a lease was unconscionable and that a subsequent sale of leased equipment was not commercially reasonable. The court held that unconscionability claims under Florida's UCC require an evidentiary hearing and
• In re Black & White Cattle Co. v. Granada Cattle Servs., Inc.
  783 F.2d 1454· 9th Cir.· 1986-03-05 ·cited 2×
  The court held that while the transfer of cattle lacked sufficient change of possession under California Civil Code § 3440, the exception under Commercial Code § 2402(2) for a merchant-seller retaining possession in good faith for a commercially reasonable time may apply, and Gra
• Lincoln Nat'l Bank & Tr. Co. v. The Bank OF Commerce
  764 F.2d 392· 5th Cir.· 1985-07-01 ·cited 2×
  A payee of checks cashed under a forged endorsement is not a "true owner" for purposes of UCC § 3-419 if the checks never came into the payee's possession or were not constructively delivered.
• Chem. Sales Co., Inc. v. Diamond Chem. Co., Inc.
  766 F.2d 364· 8th Cir.· 1985-06-28 ·cited 2×
  The court held that the jury instructions on conversion were inadequate, requiring reversal and remand for a new trial.
• Bottero Enters., Inc. v. S. NEW England Prod. Credit Ass'n
  743 F.2d 57· 1st Cir.· 1984-09-18 ·cited 2×
  The court held that the plaintiff's claim regarding minority shareholder rights was a compulsory counterclaim barred by a prior action, and the claim regarding the foreclosure of real estate mortgages was properly dismissed as SNEPCA was entitled to judgment as a matter of law.
• Nadler v. Baybank Merrimack Valley, N.A.
  733 F.2d 182· 1st Cir.· 1984-05-07 ·cited 2×
  The court held that the plaintiffs failed to present admissible evidence showing the secured party's liquidation sale was conducted in a commercially unreasonable manner.
• Applestein v. Nat'l Bank OF Tulsa
  358 So. 2d 106· Fla. 3d DCA· 1978-05-02 ·cited 2×
  The court held that the commercial reasonableness of the sale of collateral, which resulted in a deficiency judgment, presented a genuine issue of material fact precluding summary judgment.
• Kaufman v. The McLAUGHLIN Co.
  357 F.2d 283· D.C. Cir.· 1966-02-10 ·cited 2×
  The court held that the plaintiff failed to demonstrate legal detriment from the defendant's alleged misrepresentations regarding insurance premium payments and financing, and thus affirmed the directed verdict.
• Horowitch v. Diamond Aircraft Indus., Inc.
  526 F. Supp. 2d 1236· M.D. Fla.· 2007-09-17 ·cited 1×
  The court held that a genuine issue of material fact exists regarding the contract's terms, precluding summary judgment on breach of contract and good faith claims, but granted summary judgment against specific performance for a private jet.
• Patterson v. Fed. Deposit Ins. Corp.
  918 F.2d 540· 5th Cir.· 1990-12-06 ·cited 1×
  12 U.S.C. § 1823(e) does not preclude a borrower from asserting homestead rights under Texas law, even if the deed of trust contains a disclaimer, as long as the claim is not based on a separate agreement intended to deceive the FDIC. The denial of a directed verdict on the comme
• Dietrich v. Key Bank, N.A.
  693 F. Supp. 1112· S.D. Fla.· 1988-08-19 ·cited 1×
  Parties to a ship mortgage can contractually agree to use state law self-help remedies for repossession and private foreclosure, and such an agreement permits a deficiency judgment. Federal law provides the exclusive judicial foreclosure mechanism, but does not preclude contractu
• Quiet Tech. Aerospace, Inc. v. Grp. E. Holdings, Inc.
  Fla. 3d DCA· 2026-09-17
  A party's demand for modified contract terms or statement of a preferred course of action does not constitute an unequivocal repudiation of the contract unless it amounts to a clear statement of intention not to perform except on conditions beyond the original contract.
• Mudrick Cap. Mgmt. L.P. v. QuarterNorth Energy Inc.
  Del. Ch.· 2026-01-12
  Mudrick Capital Management and Ellington Management Group sued QuarterNorth Energy challenging a warrant valuation determination. The court denied QuarterNorth's request for leave to move for partial summary judgment, finding that the standing, bad faith, and valuation issues req
• Morris Edwin H & Co., Inc. v. Treble Makers of Wesley Chapel, Inc.
  M.D. Fla.· 2024-07-26
  The court denied the plaintiffs' motion for reconsideration of the damages award.
• Sunshine Child's. Learning Ctr., LLC v. Waste Connections of Fla., Inc.
  S.D. Fla.· 2023-04-05
  Sunshine Children's Learning Center sued Waste Connections of Florida for breaching a commercial waste collection contract by imposing rate increases without providing the required written notice and breaching the implied covenant of good faith and fair dealing. The court denied
• Merck & Co., Inc. v. Bayer AG
  Del. Ch.· 2023-04-03
  The Delaware Court of Chancery granted Bayer AG's motion to dismiss Merck & Co., Inc.'s complaint, holding that the Stock and Asset Purchase Agreement (SAPA) unambiguously allocated to Merck the sole and indefinite liability for product liability claims arising from products sold
• G & G in Between Bridge Club Corp. v. Palm Plaza Assocs., Ltd
  356 So. 3d 292· Fla. 2d DCA· 2023-02-08
  The appellate court reversed in part a trial court's grant of summary judgment, finding that a tenant's claims regarding unreasonable parking rule changes by their landlord presented genuine issues of fact for a jury. The court affirmed the dismissal of a deceptive trade practice
• Vital Pharms., Inc. v. Pepsico, Inc.
  S.D. Fla.· 2021-03-16
  The court held that the plaintiff's complaint seeking injunctive relief was barred by collateral estoppel because the issues were already litigated and decided in a prior arbitration proceeding confirmed by the court.
• ConSeal Int'l Inc. v. Neogen Corp.
  S.D. Fla.· 2020-09-21
  ConSeal International sought summary judgment on its breach of contract claim against Neogen Corporation, alleging Neogen assumed a license agreement with ConSeal after acquiring Neogen's predecessor-in-interest and subsequently failed to meet minimum purchase requirements. The d
• Ford Motor Credit Co. LLC v. Arwine
  Fla. 1st DCA· 2019-08-14
  When a debtor fails to place a secured party's compliance with the commercial reasonableness requirement in issue, the burden does not shift to the secured party to prove the disposition was commercially reasonable, and the trial court errs in reducing the deficiency based on lac
• Exelon Generation Acquisitions, LLC
  Del.· 2017-12-18
  The Delaware Supreme Court reversed the Superior Court's grant of summary judgment, holding that Exelon did not owe Deere an earn-out payment. The Court found that the "Blissfield Wind Project" as defined in the Purchase Agreement was specifically tied to the development in Lenaw
• EV3, Inc.
  Del.· 2014-09-30
  The Delaware Supreme Court reversed the Superior Court's judgment, holding that the Superior Court erred by allowing the plaintiffs to argue that a non-binding funding provision in a letter of intent was a binding contractual promise or a limitation on the buyer's sole discretion
• Burley v. Gelco Corp.
  976 So. 2d 97· Fla. 5th DCA· 2008-02-29
  Gelco Corporation sought a deficiency judgment against John Burley after repossessing and selling three vehicles under a commercial lease agreement. The appellate court reversed summary judgment, holding that Gelco's failure to provide adequate notice of the sale raised a presump
• United Food Mart, Inc. v. Motiva Enters., LLC
  457 F. Supp. 2d 1329· S.D. Fla.· 2005-09-29
  The court held that Motiva was entitled to summary judgment on the breach of contract claim because its fuel pricing was presumed to be in good faith, and on the FMFMPA claim because it was barred by the statute of limitations.
• IN & FOR NEW Castle Cnty. Harold Finkelstein & Marilyn Finkelstein v. Liberty Digit., Inc.
  Del. Ch.· 2005-04-25
  The Delaware Court of Chancery determined the fair value of Liberty Digital shares in an appraisal action. The court rejected the petitioners' valuation of the AT&T Access Agreement at $2.2 billion, finding it based on speculative assumptions. Instead, the court adopted the respo
• Lake Forest Developments v. Fed. Deposit Ins. Corp. for Gibraltar Sav. Ass'n
  989 F.2d 197· 5th Cir.· 1993-04-28
  The court held that the D'Oench, Duhme doctrine barred claims based on alleged oral modifications to the loan agreement, and the notice of collateral sale was commercially reasonable.
• In re LOU Levy & Sons Fashions, Inc. v. Michelina J. Romano
  988 F.2d 311· 2d Cir.· 1993-03-05
  A bank's commercially unreasonable conduct in accepting checks with forged endorsements bars it from asserting the drawer's negligence as a defense under UCC § 3-404.
• Cmty. Bank & Tr. Co. v. Copses
  953 F.2d 133· 4th Cir.· 1991-12-26
  A guarantor can waive statutory rights to require a lender to proceed against collateral first, and a guarantor is not considered a 'debtor' for purposes of certain notice requirements regarding collateral disposition.
• Lawrence Paper Co. v. Rosen & Co., Inc.
  939 F.2d 376· 6th Cir.· 1991-07-22
  The court held that the auction sale was subject to confirmation by the secured party and the court, and since confirmation was not granted to the plaintiffs' bids, no binding contract was formed, allowing the seller to accept a subsequent higher offer.
• Vito's Trucking & Excavating Co. v. Marubeni Am. Corp.
  573 So. 2d 156· Fla. 4th DCA· 1991-01-16
  Vito's Trucking purchased a hydraulic excavator from Florida Georgia Tractor & Equipment Company under a contract with personal guarantee by Vice President Louis Stramaglia. After Marubeni American Corporation acquired the contract and Vito's defaulted, Marubeni repossessed and s
• Sogelease Corp. v. McGEHEE Publ'g Co., Inc.
  877 F.2d 727· 8th Cir.· 1989-06-30
• Fed. Deposit Ins. Corp. v. Fort Worth Aviation
  806 F.2d 575· 5th Cir.· 1986-12-23
  The court held that the guarantors were personally liable on the notes and that the FDIC had no obligation to collect on the aircraft leases securing the loans.
• Langemeier v. Nat'l Oats Co., Inc.
  775 F.2d 975· 8th Cir.· 1985-10-18
  The contract provisions allocating the risk of adverse weather to the grower are not unconscionable and are enforceable.
• N.G. Hayes, Jr. v. Ring Power Corp.
  431 So. 2d 226· Fla. 1st DCA· 1983-05-04
  Hayes purchased a Caterpillar tractor from Ring Power Corporation but defaulted on payments. Ring Power repossessed and sold the tractor at what it claimed was a public sale, then sought a deficiency judgment. The court reversed the summary judgment, holding that Ring Power faile
• Beckman Cotton Co. v. The First Nat'l Bank OF Atlanta
  666 F.2d 181· 5th Cir.· 1982-01-22
  The court held that the seller's payment to the buyer to obtain a waiver of a discrepancy in a letter of credit was a commercially reasonable method of mitigating damages. The court also affirmed the seller's standing to sue for breach of the letter of credit.
• Isiah Walker and Alfreda Walker v. Atl. Nat'l Bank OF Seminole
  629 F.2d 1088· 5th Cir.· 1980-11-05
  The court affirmed the lender's judgment, holding that the after-acquired property clause in a single personal or family automobile financing agreement was not ambiguous and should be construed reasonably to comply with the Truth in Lending Act and Florida law.
• Chrysler Creidt Corp. v. Cividanes
  37 Fla. Supp. 94· Dade Cty. Small Cl. Ct.· 1972-03-17
  Chrysler Credit Corporation sued to recover a deficiency after repossessing and selling a vehicle owned by Cividanes. The small claims court found that Chrysler complied with the Uniform Commercial Code's requirement of commercial reasonableness in the repossession and sale proce