Ranes & Shine, LLC v. MacDonald Miller Alaska, Inc.

Summary

The Alaska Supreme Court considers claims arising from the sale of equipment that was subject to a previously filed UCC security interest. The court holds that a publicly filed UCC financing statement does not, by itself, provide constructive notice of the elements of a misrepresentation or common-law contract claim for statute-of-limitations purposes, and it affirms the finding that the claims accrued when the buyer was contacted by the secured lender. The court reverses and remands the dismissal of the misrepresentation claim against the individual defendant, while affirming the remaining rulings at issue.

Holdings

1. A publicly filed UCC financing statement does not, without more, provide constructive notice of the elements of a misrepresentation or common-law contract claim for statute-of-limitations purposes when the plaintiff was not already on inquiry notice.
2. The superior court did not clearly err in finding that MacDonald Miller was not on inquiry or actual notice of its claims until First National contacted Timmerman in 2010; claims filed within two years of that contact were timely.
3. An agent, including a corporate officer, may be held individually liable for tortious misrepresentation that the agent personally commits while acting within the scope of agency.
4. The superior court did not abuse its discretion by amending the pleadings sua sponte to substitute MacDonald Miller as plaintiff because the evidence supported the substitution, the parties tried the case on that basis, and Ranes & Shine suffered no prejudice.
5. The superior court did not abuse its discretion by permitting Ranes, who was incarcerated outside Alaska, to testify telephonically where good cause existed and Ranes & Shine failed to demonstrate substantial prejudice.
6. The superior court did not err in awarding attorney's fees and costs to MacDonald Miller even though Timmerman incurred the charges, because the expenses were incurred for MacDonald Miller's benefit and the parties' interests were functionally unified.

Questions Presented

1. Whether First National's publicly filed UCC financing statement gave MacDonald Miller constructive notice of the facts underlying its misrepresentation and common-law contract claims for statute-of-limitations purposes.
2. Whether the superior court clearly erred in finding that MacDonald Miller was not on inquiry notice of its claims until First National contacted Timmerman in 2010.
3. Whether the superior court erred by dismissing the misrepresentation claim against Thomas Ranes individually.
4. Whether the superior court abused its discretion by sua sponte substituting MacDonald Miller as plaintiff.
5. Whether the superior court abused its discretion by permitting Ranes to testify telephonically.
6. Whether the superior court erred in awarding attorney's fees and costs to MacDonald Miller.

Disposition

reversed_and_remanded