Gibraltar Financial Corp. v. Prestige Equipment Corporation

949 N.E.2d 314 (2011)

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Nature of the Case

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Facts

Vitco Industries, Inc., paid $243,000 for a punch press to use in its business. Eight months later, in December 2004, Vitco entered into a transaction with Key Equipment Finance, Inc. in which Finance paid Vitco the same amount, $243,000, and Finance and Vitco executed a contract under which Vitco was entitled to use the punch press in exchange for monthly payments. The agreement was titled a 'Master Lease Agreement.' Finance did not file a financing statement in connection with the transaction. The Lease had the following terms: Six years, $3,591.91 per month rent, and Vitco was required to maintain insurance, pay all personal property taxes, bear all risk of loss, and perform all repairs and maintenance with regard to the press. Vitco was entitled to buy the press after five years for $78,464.70. The price represented the best estimate of the fair market value of the Equipment on that date. If Vitco did not purchase the machine, it was required to continue paying monthly rent during the sixth year. Vitco could then buy the press for fair market value, renew the Lease for the fair market renewal rental value, continue the Lease month-to-month at the current monthly rental rate or return press to Finance. By 2007, Vitco was no longer in business and had defaulted under the Lease. Vitco had also entered into several loan agreements with P. P was granted a security interest in virtually all of its tangible and intangible property, including Vitco's equipment. P perfected its security interest. In a separate lawsuit filed against Vitco in July 2007, P was awarded possession of the collateral in which it had a perfected security interest, including Vitco's equipment. Gibraltar sold that equipment and credited Vitco with the sale proceeds, but Vitco still owed Gibraltar almost $580,000. During this same time, Finance repossessed the press and sold it for $160,000 to National Machinery Exchange, Inc. in a joint venture with Prestige Equipment Corp. (D). In May 2008, P sued D alleging that D had acquired the press subject to P's security interest. The dispute turned on whether the Lease was a true lease, which was D's position or a sale subject to a security interest, which was P's position. The court concluded that it was a lease and D got summary judgment. The appeals court affirmed, and P appealed.