## Facts

- Mark Allen Todd agreed to purchase a 2013 Kia Optima from Midwest Motor Sales & Service, Inc. (Midwest) by paying $1,000 down, trading in his 2002 Jeep Liberty, and making monthly payments on the remaining balance.
- As part of the transaction, Todd and his mother submitted a credit application to Kalsee Credit Union (Kalsee).
- The written purchase/finance paperwork included an integration clause stating the writing was the entire agreement between the parties.
- The written contract did not state that the sale depended on Kalsee issuing financing; it identified Midwest as the creditor and included terms allowing repossession if Todd failed to make timely payments.
- Kalsee initially approved the credit application, and Todd then signed the contract documents, paid the down payment, signed paperwork to transfer title to the Kia, moved his license plate to the Kia, and left the Jeep with Midwest as the trade-in.
- Later, Kalsee informed Midwest that it would not provide financing for the transaction.
- After the parties disagreed about whether the deal remained in effect, Midwest employees went to Todd’s home and used a spare key to take the Kia back to the dealership.
- Todd sued Midwest and two employees, alleging conversion and violations of Michigan’s Uniform Commercial Code (UCC) governing a secured party’s repossession of collateral, among other claims.
- The parties filed competing motions for summary judgment, including Todd’s request for summary judgment on conversion and Midwest’s request for partial summary judgment on multiple counts.

## Issues

1. Whether the integrated written contract created a completed vehicle sale despite Midwest’s claim that the sale was conditioned on third-party financing from Kalsee.
2. If the sale was completed and Midwest was a secured party, whether Michigan UCC Article 9 permitted Midwest to repossess the Kia using the method it used.
3. Whether Midwest’s taking of the Kia supported Todd’s conversion claim and his UCC-based wrongful repossession theory at the summary-judgment stage.

## Decision

- The court treated the signed, integrated contract as the parties’ full agreement and declined to accept Midwest’s argument that the deal was conditioned on Kalsee financing when that condition was not contained in the writing.
- The court analyzed Midwest’s conduct as repossession by a secured party rather than simple recovery of its own property after a failed, conditional sale.
- The court concluded that Michigan’s UCC did not permit a secured party to repossess collateral by the means used by Midwest on these facts.
- The court therefore allowed Todd’s conversion and Michigan UCC Article 9 repossession claims to proceed, rejecting Midwest’s effort to defeat those claims by characterizing the transaction as never having become a completed sale.

## Legal Principles

- An integration clause supports treating a signed written agreement as the complete statement of the parties’ deal, limiting reliance on alleged oral conditions inconsistent with the writing.
- When an auto-sale/finance contract identifies the dealer as the creditor and grants repossession rights upon default, the dealer is treated as a secured party and the buyer has a property interest subject to a security interest.
- Under Michigan UCC Article 9, a secured party’s nonjudicial repossession must comply with statutory limits; a repossession method outside those limits can be wrongful even if the creditor claims entitlement to the collateral.
- Conversion can be shown by a wrongful exercise of dominion over another’s personal property that is inconsistent with the plaintiff’s rights; an unlawful repossession can supply the “wrongful” element.

## Conclusion

Todd v. Midwest Motor Sales & Service, Inc. holds that a dealer could not avoid a signed, integrated vehicle-sale contract by asserting an unwritten “subject to financing” condition, and that the dealer’s spare-key recovery of the vehicle was subject to—and could violate—Michigan UCC Article 9, supporting Todd’s claims for wrongful repossession and conversion.


Todd v. Midwest Motor Sales & Service, Inc., 2016 WL 6155690 (2016)