Peoples Bank and Trust v. Reiff

10 Citing cases

  1. First State Bank of Goodrich v. Oster

    500 N.W.2d 593 (N.D. 1993)   Cited 9 times
    In Oster, 500 N.W.2d at 594, 595, the appellant argued that he had an oral agreement with a bank in which the bank would annually "`roll over'" three loans in the amounts of $12,500, $7,500, and $65,797.88. Although separate consideration of the first two loans would have resulted in an amount not subject to the $25,000 limit in the statute of frauds, this Court concluded that because "the aggregate amount [of the three loans] exceeded $25,000," "the alleged oral agreement was unenforceable under Section 9-06-04(4), N.D.C.C."

    In effect, he argues that the Bank's conduct in "rolling over" the notes in prior years establishes that the Bank had agreed to continue doing so for an indefinite time in the future. Oster cites Peoples Bank and Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977), in support of his argument. However, in Reiff, supra, 256 N.W.2d at 341, we noted that, although course of dealing may give particular meaning to, supplement, or qualify the terms of an agreement, it may not be used to contradict unambiguous terms of a written agreement.

  2. Production Credit Ass'n of Fargo v. Ista

    451 N.W.2d 118 (N.D. 1990)   Cited 31 times
    Finding that officer or director of corporation owes a fiduciary duty to the corporation

    Thus, parol evidence of course of dealing is admissible, because an intelligent interpretation of the agreement requires that the court familiarize itself with the commercial setting. See Dawn Enterprises v. Luna, 399 N.W.2d 303, 306 n. 3 (N.D. 1987); Peoples Bank and Trust v. Reiff, 256 N.W.2d 336, 341 (N.D. 1977). If the terms of the contract are ambiguous after considering evidence of course of dealing, the court is to consider all relevant extrinsic evidence to determine the true intent of the parties. Dawn Enterprises v. Luna, supra, 399 N.W.2d at 306 n. 3. An ambiguity exists when rational arguments can be made in support of contrary positions as to the meaning of a term, phrase, or clause of a contract.

  3. Cook v. Hansen

    499 N.W.2d 94 (N.D. 1993)   Cited 1 times

    From the record, it appears to be more of a "services" contract, one not covered under the U.C.C. See Northwestern Equipment, Inc. v. Cudmore, 312 N.W.2d 347 (N.D. 1981); Air Heaters, Inc. v. Johnson Elec., Inc., 258 N.W.2d 649 (N.D. 1977); Peoples Bank and Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). However, we decline to indulge in further discussion on this point, as it is one more properly addressed by the parties and decided by the court on remand.

  4. Construction Assoc. v. Fargo Water Equip

    446 N.W.2d 237 (N.D. 1989)   Cited 24 times
    Finding a disclaimer procedurally unconscionable

    Ray Farmers Union Elevator v. Weyrauch, supra, 238 N.W.2d at 50; 1 White Summers, supra, § 4-3. The determination to be made is whether, under the circumstances presented in the particular commercial setting, the terms of the agreement are so one-sided as to be unconscionable. Peoples Bank and Trust v. Reiff, 256 N.W.2d 336, 344 (N.D. 1977); Haugen v. Ford Motor Co., supra, 219 N.W.2d at 467; U.C.C. § 2-302, Official Comment. The principle underlying the Code's unconscionability provisions is the prevention of oppression and unfair surprise. Peoples Bank and Trust v. Reiff, supra, 256 N.W.2d at 344; Haugen v. Ford Motor Co., supra, 219 N.W.2d at 467; U.C.C. § 2-302, Official Comment.

  5. Matter of Holly's, Inc.

    140 B.R. 643 (Bankr. W.D. Mich. 1992)   Cited 105 times
    Holding that a plan may be “somewhat obscure or vague as long as it is plausible that a successful reorganization may occur.”

    As an initial matter, this court must carefully review the language of the Partnership's negative promise and Holly's affirmative promise to identify and characterize the specific language in question. Chase Manhattan Bank v. First Marion Bank, 437 F.2d 1040, 1047 (5th Cir. 1971) (the fact finder must characterize the subordination agreement); Peoples Bank Trust v. Reiff, 256 N.W.2d 336, 346 (N.D. 1977) (Vogel, J., dissenting) (same); ANDERSON, ANDERSON ON THE UNIFORM COMMERCIAL CODE § 1-209:3 (3d ed. 1981) (same). Only after the language in the Management Agreement is structured into a legal context can the court fully consider the specific rights and obligations of the parties and then determine the respective clause's validity and enforceability under the Bankruptcy Code.

  6. Daniel v. Stevens

    183 W. Va. 95 (W. Va. 1990)   Cited 11 times
    In Daniel, we found that because the party opposing the motion was not prejudicially surprised by the issue presented in the motion, the lack of notice was harmless.

    Courts in other jurisdictions generally have refused to apply equitable estoppel to defeat a prior perfected security interest, where the party claiming the equitable estoppel has failed to ascertain the facts from the public records or has failed to take reasonable steps to protect himself or herself, such as by not committing until a termination statement or a written release has been filed. See, e.g., Lafayette Production Credit Association v. Wilson Foods Corp., 687 F. Supp. 1267, 1276-77 (N.D.Ind. 1987) (applying Indiana law); Circle 76 Fertilizer, Inc. v. Nelsen, 219 Neb. 661, 666-67, 365 N.W.2d 460, 465 (1985); Provident Finance Co. v. Beneficial Finance Co., 36 N.C. App. 401, 404-05, 245 S.E.2d 510, 513-14, petition for discretionary review denied, 295 N.C. 549, 248 S.E.2d 728 (1978); Peoples Bank Trust v. Reiff, 256 N.W.2d 336, 344 (N.D. 1977); Pacific National Bank v. Richmond, 12 Wn. App. 592, 594, 530 P.2d 718, 720 (1975). See generally 2 J. White R. Summers, Uniform Commercial Code §§ 26-12, 26-15, 26-20 (3d ed. 1988) (in a conflict between two innocent parties, the one a perfected secured creditor who has not authorized the debtor to sell and the other a subsequent buyer from the debtor, the perfected secured creditor is usually the winner; if the secured creditor has filed a financing statement, no subsequent party has a superior interest under section 9-307(2) of the Uniform Commercial Code; the important strength of article 9 of such code has been the certainty of its priority rules, without undermining the same by applying estoppel, etc.); R. Hillman, J. McDonnell S. Nickles, Common Lawand Equity Under the Uniform Commercial Code para. 24.04[2][c] (1985 Supp. 1989) (enforcement of prior perfected security interest will not be estopped if subordinate claimant's reliance on secured party's conduct was unreasonable

  7. Dawn Enterprises v. Luna

    399 N.W.2d 303 (N.D. 1987)   Cited 11 times
    In Quiver, no Indian jurisdiction was involved; rather it was a question of procedurally incorrect extradition from Nebraska.

    The Official Comment to that section makes clear that a contract need not be ambiguous for the admission of evidence of course of performance, course of dealing, or usage of trade because the proper interpretation of an agreement requires the court to familiarize itself with the commercial context in which language of the contract is used. See Peoples Bank and Trust v. Reiff, 256 N.W.2d 336, 341 (N.D. 1977); Paragon Resources v. National Fuel Gas Distribution, 695 F.2d 991, 996 (5th Cir. 1983); Chase Manhattan Bank v. First Marion Bank, 437 F.2d 1040, 1046 (5th Cir. 1971). In Paragon Resources v. National Fuel Gas Distribution, supra, 695 F.2d at 996, the Fifth Circuit Court of Appeals outlined the following three-step inquiry for interpreting a contract under the U.C.C.:

  8. Evenson v. Hlebechuk

    305 N.W.2d 13 (N.D. 1981)   Cited 8 times

    The promissory note falls under the commercial paper chapter of North Dakota's Uniform Commercial Code as it is a negotiable instrument. § 41-03-04, N.D.C.C. As required by Section 41-03-04, the note (a) was signed by the makers, the Hlebechuks; (b) contained an unconditional promise to pay a sum certain, $12,500 at 9 3/4% interest; (c) is payable at a definite time; and (d) is payable to the order of William Evenson. § 41-03-04, N.D.C.C. Thus, the note is governed by the Uniform Commercial Code. The parol evidence rule of Section 9-06-07, N.D.C.C., also is applicable as a general principle of law to supplement the U.C.C. § 41-01-03, N.D.C.C.; Peoples Bank Trust v. Reiff, 256 N.W.2d 336, 340 (N.D. 1977). Section 9-06-07, N.D.C.C., provides:

  9. Dolajak v. State Auto. Cas. Underwriters

    278 N.W.2d 373 (N.D. 1979)   Cited 3 times

    The trial court in paragraph XIII of its findings, however, determined that State Auto and its agents never were informed by Dolajak that buildings erected and reported under the reporting requirements of the "special form" coverage were buildings obtained or owned by persons other than Dolajak. This finding is not questioned, and, without knowledge on the part of State Auto or its agents of these facts, there can be no estoppel. See, e. g., Peoples Bank and Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977). Knowledge is essential whether the applicable doctrine is estoppel, waiver [ Dangerfield v. Markel, 252 N.W.2d 184 (N.D. 1977)], or ratification [ Universal Motor Co. v. Tucker, 110 N.W.2d 497 (N.D. 1961)]. Because we have concluded that the trial court was correct in finding that the claims of the Bos brothers in Montana against Dolajak were not based upon any coverage afforded to Dolajak under the insurance contract, we also necessarily conclude that the trial court was correct in finding that there was no basis for the allowance of a recovery against State Auto for the amount of the judgment obtained in the Montana litigation against Dolajak by the Bos brothers, or for attorney fees incurred by Dolajak in the Montana proceedings.

  10. Vetter v. Vetter

    267 N.W.2d 790 (N.D. 1978)   Cited 19 times
    In Vetter v. Vetter, supra, 267 N.W.2d at 792, our court held that a party seeking modification of a divorce decree awarding custody must show a change of circumstances or new facts which were unknown to the moving party at the time the decree was entered.

    See, also, Struchynski v. Decker, 194 N.W.2d 741 (N.D. 1972). My views, to the extent that they apparently differ from the views of my colleagues on how Rule 52(a), N.D.R.Civ.P., should work and how it was intended to operate, have been reflected in a series of cases starting with Square Butte Elec. Coop. v. Hilken, 244 N.W.2d 519 (N.D. 1976), followed by Mattco, Inc. v. Mandan Radio Ass'n, Inc., 246 N.W.2d 222 (N.D. 1976); Fortman v. Manthey, 248 N.W.2d 821 (N.D. 1976); Fine v. Fine, 248 N.W.2d 838 (N.D. 1976); Peoples Bank and Trust v. Reiff, 256 N.W.2d 336 (N.D. 1977); Haugeberg v. Haugeberg, 258 N.W.2d 657 (N.D. 1977); Matter of Estate of Koch, 259 N.W.2d 655 (N.D. 1977); Becker v. Becker, 262 N.W.2d 478 (N.D. 1978); and Rummel v. Rummel, 265 N.W.2d 230 (N.D. 1978). I began to see little purpose in repeating myself.