Court of Appeals (Mo.) Holds Floorplan Finance Company’s Interest in Vehicle was Superior to Purchaser’s

In Tolbert v. Automotive Finance Corporation, — S.W.3d —-, 2011 WL 1842723 (Mo. App. W.D. 2011), the Missouri Court of Appeals upheld an automobile floorplan finance company’s claim against a subsequent consumer purchaser’s claim to a vehicle, where the selling dealer bounced its check to the floorplanner for the vehicle. The Court engaged in little to no UCC analysis, but instead found that, factually, the consumer purchaser of the vehicle was not bona fide, explaining:

A bona fide purchaser is one who pays valuable consideration, has no notice of outstanding rights of others, and acts in good faith. Byrne Fund Mgmt., Inc. v. Jim Lynch Cadillac, Inc., 922 S.W.2d 434, 436 (Mo.App.1996). A party claiming to be a bona fide purchaser has the burden of proving those elements by a preponderance of the evidence. Brown v. Mickelson, 220 S.W.3d 442, 452 (Mo.App.2007). “Even if the prior transactions were fraudulent, [a buyer] takes good title if he is a bona fide purchaser.” Byrne Fund Mgmt., Inc., 922 S.W.2d at 436. However, “[a] buyer will not be protected where he is put on notice of the irregularities in a seller’s title either by defects in the face of the certificate or by other circumstances.” Landshire Food Serv., Inc. v. Coghill, 709 S.W.2d 509, 513 (Mo.App.1986). “The requisite notice ‘may be imparted to a prospective purchaser by actual or constructive notice of facts which would place a reasonably prudent person upon inquiry as to the title he is about to purchase.’ ” . . . In this case, the record indicates Tolbert was aware of unusual circumstances throughout the transaction that would have caused a reasonably prudent person to question whether he obtained good title to the Corvette. Tolbert claims to have paid for and taken possession of the Corvette from R American on November 2, 2006, without examining the Corvette’s certificate of title or even receiving a bill of sale. Tolbert admits he did not receive a bill of sale and the certificate of title to the Corvette until nearly three months later. The bill of sale indicates the Corvette was sold to him by Ultimate Motor Cars on January 21, 2007, which is inconsistent with Tolbert’s assertion that he purchased the Corvette with a check dated November 2, 2006, made out to R American. The certificate of title also indicates that Tolbert operated as the seller of the Corvette for R American and the buyer of the Corvette for Ultimate Motor Cars. As a representative of R American, Tolbert would have known about AFC’s floorplan financing agreement and its security interest in the Corvette. . .Tolbert failed to meet his burden of proving that he was a bona fide purchaser of the Corvette. Based on the circumstances surrounding his alleged purchase of the vehicle, Tolbert had actual or constructive notice of facts that cast doubt on the validity of his ownership interest.