Quartz of Southern California, Inc. v. Mullen Bros., Inc

In Quartz of Southern California, Inc. v. Mullen Bros., Inc. (2007) 151 Cal.App.4th 901, having determined the wholesale dealer held legal title to the vehicles, this court concluded the policies of the California Uniform Commercial Code were best served by requiring the finance company to pay the wholesale dealer for the titles so title could be transferred to the consumer. (Quartz, supra, 151 Cal.App.4th at p. 910.) The finance company was found to have not acted in a commercially reasonable manner because it failed to verify the used car dealer's title before buying the conditional sale contracts, when it could easily have done so. The finance company was "in the better position to prevent the loss caused by used car dealer while minimizing the disruption of the efficient flow of used vehicles from dealers to consumers." (Id. at pp. 910-911.) Quartz was a licensed wholesale used auto auction that would acquire vehicles and sell them to other dealers at auction. (Quartz, supra, 151 Cal.App.4th at p. 904.) For various reasons, title was generally not available at the time of auction. (Ibid.) While Quartz customarily required buying dealers to pay before taking possession, with some dealers it allowed the buying dealer to take the car after agreeing to return and pay for title when it became available. (Ibid.) Mohawk was a licensed used car dealer that had such an arrangement with Quartz. (Ibid.) Mohawk took possession of 17 vehicles from Quartz without paying pursuant to their standing agreement. (Quartz, supra, 151 Cal.App.4th at p. 904.) With Quartz's knowledge, Mohawk sold the vehicles to consumers through conditional sales contracts. (Ibid.) Mohawk then sold and assigned the contracts to Mullen, a finance company. (Ibid.) When Quartz purchased and received title certificates to all 17 vehicles, it notified Mohawk payment was due, but Quartz discovered Mohawk had gone out of business. (Quartz, supra, 151 Cal.App.4th at p. 904.) Mullen refused Quartz's demand for payment for the title certificates. (Ibid.) Subsequently, Quartz agreed to surrender the title certificate to each consumer who paid off his indebtedness while preserving its right to pursue a remedy against Mullen. (Id. at p. 905.) The trial court found Quartz to be the lawful holder of title to the vehicles but would not direct Mullen to pay for the certificates of title. (Quartz, supra, 151 Cal.App.4th at p. 906.) On appeal, we affirmed the former part of the judgment but reversed the latter. The Court concluded the Uniform Commercial Code did not govern transfer of title to or perfection of security interest in the cars. "The transfer of title to a vehicle registered in California is accomplished under Vehicle Code section 5600: 'No transfer of the title or any interest in or to a vehicle registered under this code shall pass, and any attempted transfer shall not be effective, until the parties thereto have fulfilled either of the following requirements:(1) The transferor has made proper endorsement and delivery of the certificate of ownership to the transferee . . . and the transferee has delivered to the department . . . the certificate . . . .'; or '(2) The transferor has delivered to the department . . . the appropriate documents for the registration or transfer of registration of the vehicle . . . .' ( . . . 5600, subd. (a).)" (Quartz, supra, 151 Cal.App.4th at pp. 907-908.) Furthermore, "Section 6300 provides the exclusive method for perfecting a security interest in a vehicle not constituting inventory: 'No security interest in any vehicle registered under this code, irrespective of whether the registration was effected prior or subsequent to the creation of the security interest, is perfected until the secured party or his or her successor or assignee has deposited . . . with the department . . . a properly endorsed certificate of ownership to the vehicle subject to the security interest showing the secured party as legal owner . . . .' The provisions of the California Uniform Commercial Code do not come into play to determine the rights of competing parties until the security interest is perfected under the Vehicle Code. ( . . . 6301, 6303.)" (Quartz, supra, 151 Cal.App.4th at p. 908.) The Court found "Quartz did not perfect a security interest in the vehicles, and Mullen purchased conditional sale contracts, not the vehicles themselves." (Quartz, supra, 151 Cal.App.4th at p. 909.) Although Mullen had purchased the conditional sale contracts--which gave it the right to collect moneys due under their terms--"Mullen acquired no security interests from Mohawk, because Mohawk did not perfect them under the Vehicle Code. Thus Quartz holds title to the vehicles unimpaired by any security interests." (Id. at p. 910.) The Court concluded the trial court erred in not providing Quartz a remedy against Mullen, finding "the policies of the Commercial Code would be best served by requiring Mullen to pay it for the titles to the vehicles." (Quartz, supra, 151 Cal.App.4th at p. 910.) "'The ultimate goal of the California Uniform Commercial Code is to set forth rules of law that promote the optimal allocation of society's resources, i.e., promote economic efficiency. In the context of the used car industry, the goal can be restated as making vehicles available to consumers as efficiently as possible.'" (Ibid.) The Court found Mullen, the finance company, was "in the better position to prevent the loss caused by Mohawk while minimizing the disruption of the efficient flow of used vehicles from dealers to consumers. The trial court found that Mullen did not act in a commercially reasonable manner when it failed to verify Mohawk's title before purchasing the sale contracts because a finance company could easily verify that a dealer had title, or it could ascertain who held the title and how much was owed to obtain it." (Id. at pp. 910-911.)