Is Wells Fargo entitled to its monthly lease payments despite the fact that BrooksAmerica never received financing?

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Is Wells Fargo entitled to its monthly lease payments despite the fact that BrooksAmerica never received financing?

Michael Brooks desperately needed financing for his company, BrooksAmerica, so he agreed to a sale-leaseback agreement with Terminal Marketing Company. Terminal would pay Brooks- America $250,000, and in exchange it would obtain title to BrooksAmerica’s computers and office equipment. BrooksAmerica would then lease the equipment for three years, for $353,000. The equipment would never leave BrooksAmerica’s offices.
The contract included a “hell or high water clause” stating that BrooksAmerica’s obligation to pay was “absolute and unconditional.” Another clause permitted Terminal to assign its rights without notice to BrooksAmerica and stated that the assignee took its rights “free from all defenses, setoffs, or counterclaims.”
Brooks also signed a “Delivery and Acceptance Certificate” stating that BrooksAmerica had received the $250,000 (even though no money had yet changed hands) and reaffirming BrooksAmerica’s absolute obligation to pay an assignee, despite any defenses BrooksAmerica might have.
Terminal assigned its rights to Wells Fargo, which had taken about 2,000 other equipment leases from Terminal. Terminal never paid any portion of the promised $250,000. Brooks refused to make the required payments (about $10,000 per month) and Wells Fargo sued. Brooks acknowledged that Wells Fargo paid Terminal for the assignment.
Both parties moved for summary judgment. The trial court ruled in favor of Wells Fargo, and Brooks appealed.

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Business Law and the Legal Environment

ISBN: 978-1111530600

6th Edition

Authors: Jeffrey F. Beatty, Susan S. Samuelson, Dean A. Bredeson

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