KR Enterprises, Inc. v. Zerteck Inc, No. 20-2069 (7th Cir. 2021)Annotate this Case
Evergreen manufactured RVs and sold 21 RVs to several affiliated Boat-N-RV dealers. After delivering those RVs, Evergreen went out of business. The invoices for the 21 RVs totaled $808,663. The dealers resold at least 20 of them to retail customers but did not pay Evergreen or its secured creditor. Evergreen’s lender, with a first-priority blanket security interest in all Evergreen assets, including accounts receivable, filed suit. The lender assigned its rights to Evergreen’s owner.
The district court found that the lender’s successor had standing as a secured party and had proven that the dealers had breached the contracts. The court granted the dealers certain setoffs for warranty and rebate claims, and denied prejudgment interest on the net amounts the dealers owed. The Seventh Circuit affirmed. The parties did not intend to erase the security interest at the heart of the transaction and the assignment transferred a priority security interest in the RVs, making the successor the proper plaintiff. Holding the dealers liable for the purchase prices of the RVs but to allowing them setoffs for the rebates and warranty payments that Evergreen ow was the right solution for Evergreen’s failures to pay rebates and warranty obligations; the dealers were not entitled to setoffs for diminished value.