August 17, 2017

Colorado Court of Appeals: Trial Court Correctly Found that Crop Recovery Claims were Equitable in Nature

The Colorado Court of Appeals issued its opinion in Farm Credit of Southern Colorado, ACA v. Mason on Thursday, April 6, 2017.

Credit Agreement—Jury Demand—Equitable—Non-Disclosure—Abandonment—Estoppel—Waiver—Consent—Conversion—Bankruptcy—Collateral Estoppel—Damages.

Zachary funded his farming operations with loans from Farm Credit of Southern Colorado, ACA and Farm Credit of Southern Colorado, FLCA (collectively, Farm Credit). Zachary was having difficulty paying his debt to Farm Credit and had planted crops on seven farms for the coming harvest. Written agreements between Farm Credit and Zachary granted Farm Credit a perfected security interest in Zachary’s crops (Crop Collateral) and their proceeds. Farm Credit refused to continue funding Zachary’s farming operations and Zachary was unable to cultivate the Crop Collateral. Zachary’s father, James, thereafter took over the cultivation of the Crop Collateral. James never attempted to transfer the Crop Collateral or its proceeds to Farm Credit. Farm Credit filed a complaint for various claims against Zachary and other parties, but not James. Zachary thereafter filed for bankruptcy. As part of a bankruptcy adversary proceeding, Farm Credit filed an amended complaint alleging that Zachary transferred the Crop Collateral to James. Farm Credit later amended the state trial court complaint to add James as a defendant. Ultimately, the trial court entered a judgment against James, finding him liable for converting the Crop Collateral and awarding Farm Credit damages plus interest.

On appeal, James argued that the trial court erred in striking his demand for a jury trial. Based on the complaint, Farm Credit’s remedy was in the nature of a foreclosure, an equitable action. Because the basic thrust of the underlying action was equitable and not legal in nature, the trial court did not err in striking James’s demand for a jury trial.

James also asserted that the trial court erred in admitting evidence of Zachary’s debt because Farm Credit did not disclose it before trial, and this nondisclosure was intentional and material. However, this nondisclosure was harmless because the amount of debt far exceeded the most optimistic estimate given for the Crop Collateral’s value at the time of conversion. Therefore, James was not denied an adequate opportunity to defend against Farm Credit’s assertion that the value of the outstanding debt exceeded the value of the collateral, and the trial court did not abuse its discretion in refusing to dismiss the action as a result of this nondisclosure.

James next contended that the trial court reversibly erred when it determined that the defenses of abandonment, estoppel, waiver, and consent did not relieve him of liability for conversion. The written agreements evidencing Farm Credit’s perfected security interest in the Crop Collateral were “credit agreements” within the meaning of the Credit Agreement Statute of Frauds. Thus, any waiver involving Farm Credit’s rights to the Crop Collateral, including proceeds, would need to be in writing to be effective. Here, there was never a written waiver. Additionally, while the record shows that Farm Credit acquiesced to James’s cultivation and harvest of the otherwise doomed Crop Collateral, it does not show that Farm Credit consented to its security interest being completely extinguished. Finally, there is no evidence in the record showing Farm Credit manifested intent, or took action, to abandon the Crop Collateral and related claims at any point, including during the bankruptcy adversary proceeding. Accordingly, the trial court did not err in rejecting James’s defenses of waiver, consent, abandonment, and estoppel.

James further contended that the trial court erred when it determined that the bankruptcy court’s decision did not preclude Farm Credit from recovering on its claims and denied James’s motion for a directed verdict. Here, the legal issues before the bankruptcy court were different from those before the trial court. Because the issues litigated in the two proceedings at issue were not identical, the trial court correctly determined that collateral estoppel did not apply to the legal issues before it and properly denied James’s motion for a directed verdict.

Lastly, James argued that the trial court misapplied the law when assessing damages by determining that the date of conversion was the date of harvest rather than when James took over the crops’ cultivation. Because the trial court applied the correct standard in assessing damages and the record supports the trial court’s factual findings, there was no error with the damages award.

The orders and judgment were affirmed.

Summary provided courtesy of The Colorado Lawyer.

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