A Finance Lease Is Not Invalidated by Misrepresentations of the Vendor Purporting to Act as an Agent of the Lessor
December 22, 2004
Michael Weissman - Chicago
In Wells Fargo Financial Leasing, Inc. v. LMT Fette, Inc., 382 F.3d 852 (8th Cir. 2004), the Court reaffirmed some basic principles applicable to finance leases.
Joe Nader of Standard Office Systems (SOS) wanted to sell copying equipment to Robert Rubenstahl of LMT. He convinced Rubenstahl to sign Wells Fargo’s pre-printed lease documents, including a delivery acceptance certificate, before all the necessary information had been inserted. The lease stated quite clearly that Wells Fargo was a separate entity from the vendor (SOS), that the vendor (SOS) was not Wells Fargo’s agent and that the vendor (SOS) could not make any representations that would bind Wells Fargo. It also stipulated that in case of a default, the lessee (LMT) was to pay the entire outstanding amount due on the lease plus reasonable attorneys’ fees and costs.
After Rubenstahl signed the lease, Nader filled in the blanks including a lease payment of $5,362.50 for 60 months. Wells Fargo approved and accepted the lease.
Before the equipment was delivered, Rubenstahl told Nader he did not want it. Nader said SOS would assume the lease obligation. Notwithstanding this, the equipment apparently was delivered to LMT because the evidence presented to the court included an equipment invoice signed by Rubenstahl.
When LMT was billed by Wells Fargo, Rubenstahl complained to Nader who said a mistake had been made and that SOS was buying out the lease. Nader also claimed to be acting as an agent of Wells Fargo. After repeated demands by Wells Fargo for payment, a three-party telephone conference was held to address a lawsuit Wells Fargo had filed against LMT. In the telephone conference, Nader (SOS) agreed to make a $50,000 payment followed by a $275,000 payment. At no time did Wells Fargo release LMT.
SOS made the $50,000 payment but not the $275,000 payment so Wells Fargo proceeded with its lawsuit against LMT.
LMT defended itself by asserting that Nader had made misrepresentations in the capacity of an agent for Wells Fargo but the Court said the lease agreement expressly stated that the vendor (SOS) was not Wells Fargo’s agent. Furthermore, even granting that Nader had engaged in misrepresentations, “Wells Fargo took no action that would lead a third person to believe that Nader was its agent,” said the Court. In summary, the court said: “LMT … bore the risk of signing a blank document.”
What’s the point? In the typical equipment finance lease, the lessor
is purchasing a stream of payments and disassociates itself from the vendor
to whom the lessee must look for warranty claims and repairs. This is the
classic “hell or high water” approach to equipment leasing.
For more information e-mail Michael L. Weissman at
michael.weissman@hklaw.com or call toll free, 1-888-688-8500.