Mack Financial Corp. v. Crossley (1988)

Citation: 209 Conn. 163 · Court: Connecticut Supreme Court · Decided: November 15, 1988 · Opinion: Peters, C.J., for a unanimous court.

Source note (2026-10-18):

• Links on this page to https://static.case.law/conn/209/cases/0163-01.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.

Facts

The defendants bought a used Mack tractor-trailer truck for about USD 18,525 under a contract titled “retail installment contract,” intending to use it, and using it, to haul goods for hire. The seller assigned the contract to Mack Financial. A contract clause said that where the cash price was USD 25,000 or less and the buyer defaulted, the seller “shall proceed in accordance with Section 42-98 of the Connecticut General Statutes” (the consumer retail-installment repossession statute, now Conn. Gen. Stat. § 36a-785). After the truck broke down in Oregon the buyers stopped paying; Mack Financial repossessed it peacefully and resold it in Oregon for USD 1,700 without giving the buyers written notice of the resale, then sued for a deficiency. The trial court directed a verdict for the buyers, then set it aside on the ground that the truck was commercial “equipment,” not consumer goods.

Holding

Because the creditor’s own contract expressly incorporated the consumer statute, its written resale-notice requirement was mandatory for that creditor, and noncompliance barred the deficiency action entirely; the buyers were entitled to a directed verdict. Judgment set aside and case remanded with direction to render judgment for the defendants.

Reasoning

• For purely commercial secured transactions, failure to give the UCC notice of disposition (then § 42a-9-504(3)) only limits a deficiency to the shortfall below what a commercially reasonable sale would have produced (Connecticut Bank & Trust Co. v. Incendy, 207 Conn. 15 (1988), as summarized in the opinion).
• For consumer transactions, Connecticut law treats § 42-98(d) notice as mandatory and denies any deficiency without it (Colt Employees Federal Credit Union v. Lagassie, 30 Conn. Supp. 604 (1973), approved).
• Commercial parties may contract for remedies (§ 42a-2-719); a drafter that incorporates a statute by reference is held to it, since “every provision must be given effect if reasonably possible.”

Practical impact

• Buyers at repossession sales: the case concerns the creditor’s deficiency, not the buyer’s title; under Article 9 a good-faith transferee takes free even if the secured party failed to comply (Conn. Gen. Stat. § 42a-9-617(b)).
• Debtors and lenders: the holding enforces this creditor’s express adoption of consumer procedures. For current nonconsumer Article 9 transactions, § 42a-9-626(a) puts compliance proof on the secured party once challenged, and presumes compliant proceeds would equal the secured debt and permitted expenses unless the creditor proves a lower amount. A deficiency can therefore be eliminated; reduction is not assured.
• The statute has since been renumbered (§ 42-98 → § 36a-785) and Article 9 revised (§ 42a-9-504 → §§ 42a-9-610 to 42a-9-626); the opinion’s quoted statutory text is the 1988 version.

Good-law status

The full historical opinion and operative § 36a-785, § 42a-9-617, and § 42a-9-626 were independently read October 17, 2026. The opinion’s commercial-deficiency discussion describes pre-revision Article 9. Section 9-626(b) leaves consumer deficiency rules to courts and analogous consumer statutes; the decision’s contract-incorporation holding is distinct from a modern statutory deficiency calculation. No comprehensive subsequent-treatment certification is claimed.

Bounded final review (2026-10-18)

Full opinion of 209 Conn. 163 held in this review’s evidence; statute links moved to www.cga.ct.gov. The Caselaw Access Project copy was saved before the site’s robots.txt (which disallows all automated access) came to this review’s attention; it is kept as evidence only and no further automated requests were made to static.case.law. Comprehensive later treatment remains needs_verification; no citator certification is made.

Applies in →

connecticut · ucc-article-9-dispositions · motor-vehicles

Legal information, not legal advice. Verify the cited sources before acting.