Chittenden Trust Co. v. Andre Noel Sports (Vt. 1992)

Citation: 159 Vt. 387, 621 A.2d 215 (1992) · Court: Vermont Supreme Court · Decided: Dec. 4, 1992 · Opinion: Johnson, J.

Source note (2026-10-18):

• Links on this page to https://static.case.law/vt/159/cases/0387-01.json are an (unofficial Caselaw Access Project copy, retrieved before 2026-10-18; host disallows automated access); no official or otherwise permitted full-text copy was located on 2026-10-18.

Case page. Legal information, not legal advice. Last verified: 2026-10-16. Source: Caselaw Access Project scan of Vermont Reports (https://static.case.law/vt/159/cases/0387-01.json), retrieved 2026-10-16.

Facts

Importers, distributors and retailers of alpine ski clothing defaulted on about USD 800,000 of loans from Chittenden Trust Company (CTC). CTC attached inventory, receivables, fixtures and equipment and repossessed ski apparel. On November 4, 1987 it told the debtors it would pursue a sale “beginning the week of November 2” and send specifics later; on December 23 it told them a sale had been advertised and was under way — it had begun about a month earlier and ran through Christmas, netting about USD 35,000. The trial court held the notice improper and barred any deficiency.

Holding

Affirmed on the deficiency issue: notice was required and was inadequate, and the court refused to abandon the absolute-bar rule of Chittenden Trust Co. v. Maryanski. The dismissal of CTC’s remaining claims (including fraudulent-transfer claims) was reversed.

Reasoning

• Former 9A V.S.A. § 9-504(3) required “reasonable notification of the time and place of any public sale” unless the collateral “is perishable or threatens to decline speedily in value” or “is of a type customarily sold on a recognized market.”
• The perishable exception “rarely applies to chattels”; the recognized-market exception generally covers widely traded stocks, bonds or commodities “where the prices are fixed and therefore not subject to manipulation by the secured party.”

Practical impact

Ordinary business inventory and equipment do not escape Article 9’s notice requirement because they are seasonal or have a “market.” Lenders liquidating a business’s goods must give time-and-place notice before a public sale. Good-faith buyers at the sale are protected by § 9-617(b) even when the lender’s notice was defective.

Good-law status

Followed in ford-motor-credit-v-welch-2004 for pre-July 1, 2001 transactions. Revised 9A V.S.A. §§ 9-611 and 9-626 now govern notice and remedy for later non-consumer transactions. No citator check run (needs_verification).

Applies in →

vermont, ucc-article-9-dispositions, ucc-article-9-sales-of-a-business