dissenting in part:
I agree with the majority’s disposition of issue IV. However, I respectfully dissent from the majority’s opinion for issues I, II, and III.
The two limousines involved in this case had their origin with a manufacturer. Hartigan’s role as the dealer was to market and distribute the limousines to ultimate users. GMAC’s inventory financing provided the necessary capital for Hartigan to purchase vehicles from the manufacturer. CLS was the ultimate user that purchased the two limousines from the dealer.
GMAC’s security agreement with the dealer permitted the sale of the two limousines to CLS (an ultimate user) free and clear of any inventory lien in favor of GMAC. However, as correctly stated by the majority, GMAC’s security interest attached to the proceeds of the sale to CLS. Thus, GMAC exchanged its lien on the limousines for a lien on the $50,000 paid by CLS to Hartigan.
GMAC is Hartigan’s banker. The majority view would make CLS the banker. Bankers are constantly concerned with the possible insolvency of their debtors. However, the ultimate user who purchases vehicles from an authorized dealer of a major manufacturer, and pays cash for the vehicles, should be able to do so with the confidence that he acquired good title.
Therefore, on June 26, 1986, CLS acquired title to the limousines; GMAC acquired a lien on the $50,000 paid by CLS to Hartigan. Because GMAC was not vigilant in enforcing its lien on the proceeds, it now seeks to penalize CLS.
On appeal, the facts and inferences are to be construed against the appealing party — here, GMAC. (Heimberger v. Chebanse (1984), 124 Ill. App. 3d 310, 463 N.E.2d 1368.) It is the appellate court’s “obligation to accept those inferences arising from the conflicting nature of the evidence which support the judgment of the trial court.” (In re Estate of Gigele (1978), 64 Ill. App. 3d 136, 139, 380 N.E.2d 1144.) Any doubts which may arise from the incompleteness of the record will be resolved against the appellant. (Foutch v. O’Bryant (1984), 99 Ill. 2d 389, 392, 459 N.E.2d 958.) In the absence of a record sufficient to establish the error urged on review, a reviewing court will indulge in every presumption favorable to the judgment or order appealed from. Village of Hillside v. John Sexton Sand & Gravel Corp. (1983), 113 Ill. App. 3d 807, 447 N.E.2d 1047.
Applying these standards of review to the facts of this case, I conclude that the trial court correctly determined that CLS was entitled to possession in spite of the alleged priority asserted by GMAC.
The majority grants a priority to GMAC by concluding that Hartigan reacquired an interest in the limousines from CLS after June 26, 1986, and, therefore, GMAC’s lien reattached to defeat the interest of CLS. I respectfully disagree with this conclusion.
The owners of CLS are livery drivers, not sophisticated financiers. They did not need nor want to purchase the limousines. They yielded to Hartigan’s pitch of a deal they could not refuse.
On June 30, 1986, the dealer came calling again. This time the dealer wanted to reacquire the two limousines so that the dealer could profit by a resale at a higher price. Because of the accommodating nature of CLS to Hartigan, the majority holds that Hartigan reacquired an interest in the limousines by reason of the Uniform Commercial Code and the after-acquired property clause of the security agreement between GMAC and Hartigan. Since the limousines were reacquired by Hartigan, the lien of GMAC is reattached. In my opinion, this reasoning is fallacious.
The Uniform Commercial Code provides in part:
“§1—102. *** (1) This Act shall be liberally construed and applied to promote its underlying purposes and policies.
(2) Underlying purposes and policies of this Act are:
(a) to simplify, clarify and modernize the law governing commercial transactions;
(b) to permit the continued expansion of commercial practices through custom, usage and agreement of the practices;” Ill. Rev. Stat. 1985, ch. 26, par. 1—102.
The Uniform Commercial Code’s policy that “the principles of law and equity *** shall supplement [the Uniform Commercial Code’s] provisions” also applies. Ill. Rev. Stat. 1985, ch. 26, par. 1—103.
Certainly CLS did not intend to part with $50,000 cash and the two limousines. Under the facts of this case, I believe that the return of the $50,000 to CLS and the return of the two limousines to Hartigan was to be simultaneous. Hartigan did not return the cash so it did not reacquire any interest in the limousines. Without a reacquired interest by Hartigan, there is nothing upon which GMAC’s lien could be reasserted.
Under the facts of this case, in determining the competing rights of a good-faith purchaser from an authorized automobile dealer and the inventory financier of the dealer, logic, law and equity compel me to come down on the side of the purchaser.
Accordingly, I would affirm.