## Facts

- Mattie Venable bought a minivan from a dealership in March 2006 under a “Simple Interest Conditional Sale Contract,” identifying the dealer as seller and Venable as purchaser.
- The contract financed the purchase price and granted the seller a security interest in the vehicle; the contract was assigned to SunTrust Bank.
- Venable stopped making payments; her last payment was November 1, 2007, and the account was charged off in February 2008.
- SunTrust repossessed the vehicle in October 2011 and sold it at auction, then sought to recover a remaining deficiency.
- SunTrust filed a deficiency action on October 15, 2012.

## Issues

1. Whether a deficiency action arising from a motor-vehicle conditional sales contract is governed by the four-year limitations period for contracts for the sale of goods (OCGA § 11-2-725(1)) or the six-year limitations period for written contracts (OCGA § 9-3-24).
2. Whether the contract’s security-interest features and assignment to a bank change the action’s characterization for limitations purposes.
3. When the cause of action accrued for purposes of the applicable statute of limitations.

## Decision

- The Supreme Court of Georgia held the four-year statute of limitations in OCGA § 11-2-725(1) applied.
- The Court concluded the deficiency claim arose from a contract for the sale of goods (a motor vehicle) within UCC Article 2.
- The action accrued at breach and was filed outside the four-year period; the deficiency claim was time-barred.
- The Court affirmed the Court of Appeals’ judgment reversing summary judgment for SunTrust.

## Legal Principles

- A conditional sales contract whose primary purpose is the sale of goods is governed by UCC Article 2, including its four-year limitations period for actions for breach of a contract for sale. OCGA § 11-2-725(1).
- A post-repossession deficiency claim is a remedy flowing from the buyer’s obligation to pay the purchase price under the sales contract and therefore “arises directly” from the contract for sale.
- The inclusion of a security interest to secure payment, and assignment of the contract to a bank, does not change the contract’s predominantly sales character for statute-of-limitations purposes.
- Where Article 2 applies, its specific limitations provision controls over the general six-year limitations period for written contracts. OCGA § 9-3-24.
- Under OCGA § 11-2-725(2), a cause of action for breach of a sales contract accrues at the time of breach.

## Conclusion

Georgia applies UCC § 2-725’s four-year statute of limitations to deficiency actions arising from motor-vehicle conditional sales contracts, even when the contract grants a security interest and is enforced by an assignee bank; SunTrust’s action was untimely and barred.


SunTrust Bank v. Venable, 299 Ga. 655, 791 S.E.2d 5 (Ga. 2016)