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Western Mercantile Agency, Inc. v. Lansdowne (In re Lessley)

Citations: 6 B.R. 405; 1980 Bankr. LEXIS 4993Docket: Bankruptcy No. 679-05025; Adv. Proceeding No. 679-0002

Court: United States Bankruptcy Court, D. Oregon; June 12, 1980; Us Bankruptcy; United States Bankruptcy Court

Narrative Opinion Summary

This case involves a dispute over an 'Assignment of Vendees’ Interest' to secure a debt owed by the defendants to the plaintiff, Western Mercantile. The plaintiff seeks to lift an automatic stay under 11 U.S.C. 362 to foreclose on property associated with the assignment. The assignment was executed as part of a settlement following a debtor's examination, requiring the defendants to list the property for sale. If unsold within a year, or if certain conditions were unmet, the assignment would become 'absolute', allowing the plaintiff to sell the property. Despite listing the property, the defendants rejected offers close to their asking price before filing for bankruptcy, leading to a valuation dispute. The court assessed whether the assignment effectively transferred an interest to the plaintiff, noting the defendants' breach in rejecting market value offers, thereby making the assignment 'absolute'. The court ruled that an enforceable interest in the land sale contract was transferred to the plaintiff upon the breach, likening the situation to a mortgage where foreclosure is contingent on compliance with terms. The trustee was granted thirty days to respond regarding the plaintiff's release from the automatic stay, with the decision serving as findings of fact and conclusions of law under Bankruptcy Rule 752.

Legal Issues Addressed

Assignment and Transfer of Interest in Property

Application: The assignment of the vendees’ interest was intended to secure payment of a debt and became absolute upon the defendants’ breach by rejecting offers that met market value, thereby transferring an enforceable interest to the plaintiff.

Reasoning: The effectiveness of the assignment in transferring the Lessleys' interest in the property to the plaintiff is in question.

Automatic Stay under Bankruptcy Code 11 U.S.C. 362

Application: The plaintiff seeks relief from the automatic stay to foreclose on property as the assignment of the vendees' interest becomes absolute due to the defendants' breach of the agreement.

Reasoning: The plaintiff seeks to lift the automatic stay under 11 U.S.C. 362 to foreclose on the property linked to this assignment.

Contractual Breach and Resulting Consequences

Application: The defendants' rejection of a market value offer led to a breach, activating the assignment's absolute nature and transferring interest to the plaintiff.

Reasoning: Their rejection of an offer in August 1979 constituted a breach of the assignment agreement, making the assignment 'absolute' on that date.

Enforceability of Contractual Assignments

Application: The court found that the assignment was enforceable and the plaintiff obtained an interest upon breach, akin to a mortgage scenario where rights depend on compliance with conditions.

Reasoning: Plaintiff obtained an enforceable interest in the land sale contract upon the signing of the assignment agreement.