{ "id": 257194, "name": "JOSEPH SPINA et al., Indiv. and as Representatives on Behalf of a Class of Similarly Situated Persons, et al., Plaintiffs-Appellants, v. TOYOTA MOTOR CREDIT CORPORATION, Defendant-Appellee", "name_abbreviation": "Spina v. Toyota Motor Credit Corp.", "decision_date": "1998-11-12", "docket_number": "No. 1\u201497\u20141162", "first_page": "364", "last_page": "377", "citations": [ { "type": "official", "cite": "301 Ill. App. 3d 364" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "941 F. Supp. 669", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 5660177 ], "year": 1996, "pin_cites": [ { "page": "672-77" } ], "opinion_index": 0, "case_paths": [ "/f-supp/941/0669-01" ] }, { "cite": "15 U.S.C. \u00a7\u00a7 1667", "category": "laws:leg_statute", "reporter": "U.S.C.", "pin_cites": [ { "page": "(a)(4)" } ], "opinion_index": 0 }, { "cite": "413 N.E.2d 394", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1980, "opinion_index": 0 }, { "cite": "82 Ill. 2d 571", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5475708 ], "year": 1980, "pin_cites": [ { "page": "577" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/82/0571-01" ] }, { "cite": "619 N.E.2d 137", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1993, "opinion_index": 0 }, { "cite": "156 Ill. 2d 1", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 777560 ], "year": 1993, "pin_cites": [ { "page": "9" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/156/0001-01" ] }, { "cite": "526 N.E.2d 135", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1988, "opinion_index": 0 }, { "cite": "123 Ill. 2d 204", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5550939 ], "year": 1988, "pin_cites": [ { "page": "209" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/123/0204-01" ] }, { "cite": "562 N.E.2d 168", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1990, "opinion_index": 0 }, { "cite": "138 Ill. 2d 242", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5576546 ], "weight": 3, "year": 1990, "pin_cites": [ { "page": "247" }, { "page": "247-48" }, { "page": "247-48" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/138/0242-01" ] }, { "cite": "604 N.E.2d 923", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1992, "pin_cites": [ { "parenthetical": "\"It is a fundamental rule of statutory construction that where there exists a general statutory provision and a specific statutory provision, either in the same or another act, which both relate to the same subject, the specific provision controls and should be applied\"" } ], "opinion_index": 0 }, { "cite": "152 Ill. 2d 368", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5603181 ], "year": 1992, "pin_cites": [ { "page": "379" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/152/0368-01" ] }, { "cite": "963 F. Supp 1294", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 395733 ], "weight": 6, "year": 1997, "pin_cites": [ { "page": "1304" }, { "page": "1304" }, { "page": "1302" }, { "page": "1304" }, { "page": "1305" } ], "opinion_index": 0, "case_paths": [ "/f-supp/963/1294-01" ] }, { "cite": "988 F. Supp. 1101", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 94708 ], "weight": 3, "year": 1997, "pin_cites": [ { "page": "1104" }, { "page": "1104", "parenthetical": "accepting the same assumption even though \"it gives us pause to realize plaintiffs' theory is, essentially that security deposits of $725 or $525 represent collateral for their lease obligations totalling more than $17,000 and $18,000, respectively\"" }, { "page": "1105-06", "parenthetical": "discussing the requirements of the Deposit Act, noting that if a bond is posted, a defendant is not required to maintain an account for security deposits, \"let alone an interest-bearing account\"" } ], "opinion_index": 0, "case_paths": [ "/f-supp/988/1101-01" ] }, { "cite": "383 F.2d 606", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 2078521 ], "year": 1967, "pin_cites": [ { "parenthetical": "security deposit on equipment lease covered by section 9 - 207" } ], "opinion_index": 0, "case_paths": [ "/f2d/383/0606-01" ] }, { "cite": "259 F. Supp. 820", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 1535892 ], "year": 1966, "pin_cites": [ { "page": "827" } ], "opinion_index": 0, "case_paths": [ "/f-supp/259/0820-01" ] }, { "cite": "180 B.R. 156", "category": "reporters:specialty", "reporter": "B.R.", "case_ids": [ 6098517 ], "year": 1995, "pin_cites": [ { "page": "160", "parenthetical": "security deposit for electrical service created article 9 security interest" } ], "opinion_index": 0, "case_paths": [ "/br/180/0156-01" ] }, { "cite": "953 F. Supp. 974", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 381100 ], "year": 1997, "pin_cites": [ { "parenthetical": "Demitropoulos III" } ], "opinion_index": 0, "case_paths": [ "/f-supp/953/0974-01" ] }, { "cite": "530 N.E.2d 994", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1988, "opinion_index": 0 }, { "cite": "175 Ill. App. 3d 1069", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3555414 ], "weight": 2, "year": 1988, "pin_cites": [ { "page": "1082" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/175/1069-01" ] }, { "cite": "35 F. Supp. 2d 961", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 1392602 ], "year": 1997, "pin_cites": [ { "page": "965", "parenthetical": "finding automobile lessees' security deposits not subject to section 9 - 207 of the UCC on the basis that security deposit created a debtor/creditor relationship" } ], "opinion_index": 0, "case_paths": [ "/f-supp-2d/35/0961-01" ] }, { "cite": "953 F. Supp. 958", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 381329 ], "weight": 10, "year": 1997, "pin_cites": [ { "page": "972" }, { "page": "971" }, { "page": "972" }, { "page": "972" }, { "page": "972" }, { "page": "972-73" }, { "page": "973" }, { "page": "972", "parenthetical": "characterizing as \"strong\" plaintiffs argument that automobile lease security deposits fall squarely within the definition of a security interest" }, { "page": "972", "parenthetical": "finding \"thin\" plaintiffs argument that the Deposit Act merely concerns itself with the return of security deposits, only mentioning interest as an incidental matter, and that the lessor's basic duty concerning interest on deposits is still governed by the UCC" }, { "page": "964-66" } ], "opinion_index": 0, "case_paths": [ "/f-supp/953/0958-01" ] }, { "cite": "924 F. Supp. 894", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 7789367 ], "weight": 4, "year": 1996, "pin_cites": [ { "parenthetical": "Demitropoulos II" }, { "page": "896" }, { "page": "897" }, { "page": "897" } ], "opinion_index": 0, "case_paths": [ "/f-supp/924/0894-01" ] }, { "cite": "688 N.E.2d 1172", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1997, "opinion_index": 0 }, { "cite": "179 Ill. 2d 338", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 801348 ], "weight": 3, "year": 1997, "pin_cites": [ { "page": "344" }, { "page": "344" }, { "page": "344" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/179/0338-01" ] } ], "analysis": { "cardinality": 1137, "char_count": 32243, "ocr_confidence": 0.78, "pagerank": { "raw": 9.107073541743037e-08, "percentile": 0.5062968922126347 }, "sha256": "537d6a39cf6ff65e1251fe488a6e23c42fa3023c7dd6beda9a8baf7a49020344", "simhash": "1:f1caf890ffff922e", "word_count": 5242 }, "last_updated": "2023-07-14T19:13:21.929948+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "JOSEPH SPINA et al., Indiv. and as Representatives on Behalf of a Class of Similarly Situated Persons, et al., Plaintiffs-Appellants, v. TOYOTA MOTOR CREDIT CORPORATION, Defendant-Appellee." ], "opinions": [ { "text": "JUSTICE LEAVITT\ndelivered the opinion of the court:\nPlaintiffs Joseph and Barbara Spina and Rock-Tred Corporation leased automobiles from defendant Toyota Motor Credit Corporation (Toyota). Plaintiffs, on behalf of themselves and others similarly situated, filed a two-count complaint against Toyota, alleging Toyota\u2019s refusal to pay interest on plaintiffs\u2019 security deposits violated section 9 \u2014 207 of the Illinois Uniform Commercial Code (UCC) (810 ILCS 5/9 \u2014 207(2)(c) (West 1996)) and the Illinois Consumer Fraud and Deceptive Business Practices Act (Consumer Fraud Act) (815 ILCS 505/1 et seq. (West 1996)). The chancery court granted Toyota\u2019s motion to dismiss (see 735 ILCS 5/2 \u2014 615 (West 1996)), and plaintiffs now appeal.\nOur review of the trial court\u2019s decision in this case is de novo. Vernon v. Schuster, 179 Ill. 2d 338, 344, 688 N.E.2d 1172 (1997). As did the trial court, we must ask whether the allegations of plaintiffs\u2019 complaint, when viewed in a light most favorable to plaintiffs, are sufficient to state a cause of action upon which relief can be granted. See 735 ILCS 5/2 \u2014 615 (West 1996); Vernon, 179 Ill. 2d at 344. According to plaintiffs\u2019 complaint, on December 29, 1990, Rock-Tred entered into a three-year closed-end lease for a 1991 Lexus LS 400. The lease was immediately assigned to Toyota. As a requirement of the lease, RockTred paid a refundable security deposit of $500. On August 1, 1992, the Spinas entered into a three-year closed-end lease for a 1992 Lexus SC 300, and that lease was also immediately assigned to Toyota. The Spinas paid the same security deposit as Rock-Tred.\nRegarding the security deposit, both leases contained the following provision:\n\u201cSecurity Deposit: We may use the security deposit to pay all amounts that you should pay under this Lease but do not. If you perform all of your obligations under this Lease, the security deposit will be returned to you at the end of the lease term.\u201d\nAccording to plaintiffs\u2019 complaint, their security deposits \u201cwere mixed and commingled in accounts containing funds belonging to\u201d Toyota, which had use of the funds throughout the term of the lease. Plaintiffs further alleged Toyota \u201cutilized the security deposits, in a manner that causes the deposits to increase in value through accrued interest or other investment or permits defendant otherwise to profit or enjoy other economic benefits from its possession of such deposits (\u2018profits\u2019).\u201d\nThe first count of plaintiffs\u2019 complaint alleges Toyota\u2019s handling of their security deposits violates section 9 \u2014 207(2) of the UCC. Section 9 \u2014 207(2) provides:\n\u201cUnless otherwise agreed, when collateral is in the secured party\u2019s possession\n* * *\n(c) the secured party may hold as additional security any increase or profits (except money) received from the collateral, but money so received, unless remitted to the debtor, shall be applied in reduction of the secured obligation.\u201d 810 ILCS 5/9\u2014 207(2)(c) (West 1996).\nPlaintiffs assert money given as a security deposit in connection with an automobile lease constitutes \u201ccollateral\u201d creating a \u201csecurity interest\u201d within the meaning of the UCC. Under section 9 \u2014 207, according to plaintiffs\u2019 complaint, Toyota was required either to remit any interest received on their security deposits or to apply that interest to reduce their obligations under the lease. The chancery court found section 9 \u2014 207 inapplicable to automobile lease security deposits and dismissed plaintiffs\u2019 complaint.\nAs did the chancery court, we begin by noting Illinois has a long history of regulating security deposits through specific legislation. In 1921, Illinois adopted \u201cAn Act relating to money deposited or advanced under contracts for the use of the rental of personal property.\u201d See Ill. Rev. Stat. 1985, ch. 29, pars. 9 through 14 (Rental Act) (repealed by Pub. Act 85 \u2014 733, \u00a7 6, eff. January 1, 1988). Section 1 of the Rental Act provided:\n\u201cIn all contracts for the use or rental of personal property by the terms of which money is advanced or deposited as security ***, the money so advanced shall he deposited at interest with a bank, trust company or savings and loan association ***, in trust for the use of the parties to such contract or agreement.\u201d Ill. Rev. Stat. 1985, ch. 29, par. 9.\nIn regard to interest earned on such security deposits, section 6 of the Rental Act provided:\n\u201cAny interest which accrues while the money advanced is so deposited shall be kept with the principal sum and shall be disposed of in the same manner as the principal sum in accordance with the provisions of this Act.\u201d Ill. Rev. Stat. 1985, ch. 29, par. 14.\nIn 1987, the Illinois legislature repealed the Rental Act and replaced it with the Consumer Deposit Security Act of 1987 (Ill. Rev. Stat. 1987, ch. 29, par. 951 et seq. (now 815 ILCS 165/1 et seq. (West 1996) (Deposit Act))). Under the new Deposit Act, \u201c[a]ny lessor who requires a deposit from a lessee in connection with a consumer lease\u201d may either (1) post a $10,000 surety bond with the Illinois Attorney General guaranteeing the refund of such security deposits, or (2) place the security deposit in an account with a bank, trust company, or a savings and loan association. See 815 ILCS 165/3 (West 1996). Only if a lessor chooses to deposit the funds in an interest-bearing account will \u201cthe party entitled to the deposit at the end of. the lease\u201d receive interest on the deposit at the termination of the lease; security deposits less than $150 are excluded from this requirement. 815 ILCS 165/3(b) (West 1996).\nIt is against this statutory backdrop that' we must determine whether section 9 \u2014 207 of the Illinois UCC was intended to apply to the security deposits at issue in this case. The chancery court found it did not, and we are aware of no rulings by Illinois courts on this issue. A number of federal courts, however, have addressed whether this particular section of the UCC, as enacted in this and other states, applies to automobile lease security deposits. See generally Chavez, Automobile Lease Security Deposits: the Duty to Pay Interest (hereinafter Security Deposits), 1047 PLI/Corp. 857, 865-81 (1998) (summarizing federal decisions in this area, including Judge Boharic\u2019s dismissal order in the present case). Inasmuch as both parties, as well as the trial court, relied upon several of these decisions, we will briefly summarize the various federal decisions in this area of the law.\nIn what one commentator has referred to as \u201cone of those path-breaking decisions that brings light to the eyes of plaintiffs\u2019 lawyers and sends chills up the spines of defense counsel\u201d (Security Deposits, 1047 PLI/Corp. at 865), the United States District Court for the Southern District of New York, in February 1996, found for- consumers on their claim that they were entitled to interest on their automobile lease security deposits under the UCC. See Werbosky v. Ford Motor Credit Co., No. 95 Civ. 1876 (S.D.N.Y. February 22, 1996) (Werbosky I). In Werbosky I, Ford Credit conceded \u2014 \u201ccorrectly\u201d according to the district court \u2014 that the New York UCC applied to the security deposits at issue and that section 9 \u2014 207 imposed \u201cthe duty to account to the debtor for any increases or profits.\u201d Werbosky I, slip op. at_. In denying the defendant\u2019s motion to dismiss, the Werbosky I court concluded \u201cFord Credit ha[d] only two options with regard to the profits; it [could] either remit the interest to the lessee, or it [could] apply the interest to reduce the lessee\u2019s obligation under the lease.\u201d Werbosky I, slip op. at_.\nWerbosky I was followed by a decision from the United States District Court for the Northern District of Illinois in May 1996. See Demitropoulos v. Bank One Milwaukee, N.A., 924 F. Supp. 894 (N.D. Ill. 1996) (Demitropoulos II). Applying Wisconsin\u2019s version of the UCC, the Demitropoulos II court found section 207 of that Code (identical to 810 ILCS 5/9 \u2014 207 (West 1996)) applied to the plaintiffs\u2019 automobile lease security deposits. The Wisconsin Code was generally applicable to \u201cany transaction (regardless of its form) which is intended to create a security interest in personal property.\u201d (Emphasis omitted.) Demitropoulos II, 924 F. Supp. at 896; see 810 ILCS 5/9\u2014102(1)(a) (West 1996). The Wisconsin Code defined a \u201csecurity interest\u201d as \u201can interest in personal property *** which secures payment or performance of an obligation.\u201d Demitropoulos II, 924 F. Supp. at 897, quoting Wisc. Stat. \u00a7 401.20(37)(a) (West 1995); see 810 ILCS 5/1 \u2014 201(37) (West 1996). Since \u201ca reasonable inference [could] be drawn that the $550 deposit that Demitropoulos .left with Bank One was designed to secure his obligations under the lease,\u201d the Demitropoulos II court, citing Werbosky I, concluded section 207 was applicable. Demitropoulos II, 924 F. Supp. at 897.\nIn January 1997, another district court in the Northern District of Illinois, this time applying Illinois law, found for automobile lessors on the security deposit interest issue. See Wiskup v. Liberty Buick Co., 953 F. Supp. 958, 972 (N.D. Ill. 1997). As did the Demitropoulos II court, the Wiskup court began by noting the broad reach of article 9 of the UCC. Wiskup, 953 F. Supp. at 971; 810 ILCS 5/9 \u2014 102(1)(a) (West 1996) (article 9 applies \u201cto any transaction (regardless of its form) which is intended to create a security interest in personal property\u201d); 810 ILCS 5/1 \u2014 201(37) (West 1996) (defining \u201csecurity interest\u201d as \u201can interest in personal property *** which secures payment or performance of an obligation\u201d). Although the court in Wiskup found plaintiff\u2019s argument that security deposits for automobile leases fall within the definition of a \u201csecurity interest\u201d to be \u201cstrong,\u201d it nevertheless concluded there were \u201cseveral obstacles\u201d to the adoption of plaintiff\u2019s position. Wiskup, 953 F. Supp. at 972. First, no Illinois court, and few other courts, had found a security deposit is a security interest within the meaning of the UCC. Second, prior to the enactment of the UCC, the majority of courts, according to the Wiskup court, viewed the giving of a security deposit as creating a debt, which would be outside the reach of the UCC, as opposed to creating a security interest. Wiskup, 953 F. Supp. at 972; see also Lawson v. Bank One Lexington, 35 F. Supp. 2d 961, 965 (E.D. Ky. 1997) (finding automobile lessees\u2019 security deposits not subject to section 9 \u2014 207 of the UCC on the basis that security deposit created a debtor/creditor relationship).\nFinally, the court in Wiskup concluded the historical regulation of security deposits in Illinois \u2014 via legislation other than the UCC\u2014 precluded application of section 9 \u2014 207 to automobile lease security deposits. The court noted the en\u00e1ctment of the Rental Act in 1921 and the fact that the passag\u00e9 of the UCC in Illinois (in 1961) had \u201cno discernible effect\u201d on the status of security deposits. Wiskup, 953 F. Supp. at 972. Looking to the one reported Illinois decision analyzing automobile lease security deposits, Purcell & Wardrope Chartered v. Hertz Corp., 175 Ill. App. 3d 1069, 530 N.E.2d 994 (1988), the court noted Purcell\u2019s analysis of the deposit issue under the Rental Act and the fact no mention of the UCC was made in that decision, a fact which the Wiskup court characterized as \u201cnot accidental\u201d:\n\u201cThe [Rental Act] imposed different, and higher, duties on the lessor than the UCC. Unlike the UCC, it required lessors to segregate security deposits from their other funds, and imposed a positive duty on them to invest these funds at a profit. This quasi-trust relationship, with its corresponding rights and duties, was different in kind from the relationship between a secured party and a debtor, and was not implicated at all by the passage of 810 ILCS 5/9\u2014207(2).\u201d Wiskup, 953 F. Supp. at 972-73.\nAs do plaintiffs in the present case, the plaintiff in Wiskup argued the subsequently enacted Deposit Act was meant to coexist with the UCC in regulating security deposits. The district court flatly rejected this argument:\n\u201cPlaintiff argues that the Consumer Deposit Security Act merely concerns itself with the return of security deposits, and only mentions interest as an incidental matter. The lessor\u2019s basic duty concerning interest earned from security deposits is still governed by the UCC. This argument is rather thin. Both UCC 9 \u2014 207 and the Consumer Deposit Security Act are concerned with exactly the same issue: making sure that the party who gives property as security will receive it back after fulfilling his obligations. The Consumer Deposit Security Act lays down specific rules for accomplishing this purpose in personal property leases involving security deposits. Moreover, the Act appears to be no less rigorous than the UCC in its requirements. We do not believe that the Illinois courts would confuse the issue by applying both the UCC and the Consumer Deposit Security Act to security deposits in automobile leases. Nor will we.\u201d Wiskup, 953 F. Supp. at 973.\nSee also Tarnoff v. American Honda Finance Corp., No. 96C6923, slip op. at_(N.D. Ill. August 7, 1997) (following Wiskup, finding Deposit Act, not section 9 \u2014 207 of the UCC, applied to security deposits at issue, and rejecting plaintiffs argument that the two were intended to coexist).\nLater that same month, the district court that issued the Demitropoulos II decision reconsidered its earlier decision and again found in favor of the automobile lessees under Wisconsin law. See Demitropoulos v. Bank One Milwaukee, N.A., 953 F. Supp. 974 (N.D. Ill. 1997) (Demitropoulos III). In reaffirming its earlier decision that automobile lease security deposits create \u201csecurity interests\u201d subject to section 9 \u2014 207 of the UCC, the court relied upon several other federal decisions, including Werbosky I. See Demitropoulos III, 953 F. Supp. at 980; see also In re Barr, 180 B.R. 156, 160 (Bankr. N.D. Tex. 1995) (security deposit for electrical service created article 9 security interest); In re Atlanta Times, Inc., 259 F. Supp. 820, 827 (N.D. Ga. 1966), aff\u2019d sub nom. Sanders v. National Acceptance Co., 383 F.2d 606 (5th Cir. 1967) (security deposit on equipment lease covered by section 9 \u2014 207). The district court focused on, and ultimately rejected, amicus curiae\u2019s argument that such deposits are not pledges of money, subject to article 9, but rather debts, which would be outside the scope of that article. The court based its conclusion upon the distinction between leases for real property and those for personal property, noting that every case cited in support of amicus curiae\u2019s argument involved deposits given in connection with real property leases. Real property leases, the court reasoned, are specifically excluded from article 9 coverage. Demitropoulos III, 953 F. Supp. at 980-83.\nThe court in Demitropoulos III specifically rejected Wiskup\u2019s analysis of the pledge/debt distinction as a basis for finding section 9 \u2014 207 inapplicable but, nevertheless, concluded Wiskup was not relevant to its holding:\n\u201cUltimately, however, Wiskup does not bear on our decision because it is based on an interpretation of Illinois, not Wisconsin law. The result in that case is a function of the interaction between the Illinois Consumer Deposit Security Act and the Illinois UCC, an issue we expressly decline to address.\u201d Demitropoulos III, 953 F. Supp. at 984 n.16.\nDespite finding in the lessee\u2019s favor on the applicability of the UCC, the court entered summary judgment in Bank One\u2019s favor, since there was no evidence Bank One earned interest on the security deposit funds. Demitropoulos III, 953 F. Supp. at 985; see also Martin v. Gold Key Lease, Inc., 988 F. Supp. 1101, 1104, 1105 n.1 (N.D. Ill. 1997) (granting summary judgment in defendant\u2019s favor, where parties agreed defendant \u201cdid not and does not receive any money *** from the security deposits paid by [plaintiffs] to the dealer-lessors,\u201d but suggesting, in dicta, that if the issue of section 9 \u2014 207\u2019s applicability was reached, under Illinois law, Wiskup\u2019s reasoning, and not that of Werbosky I and Demitropoulos III, would prevail).\nWhile the Wiskup analysis was rejected in Demitropoulos III, it was followed in May 1997 by the United States District Court for the Eastern District of New York. See Steinmetz v. Toyota Motor Credit Corp., 963 F. Supp 1294 (E.D.N.Y. 1997). In Steinmetz, the court noted New York, like Illinois, had enacted both section 9 \u2014 207 of the UCC and a more specific statute expressly addressing the handling of security deposits. The court found the lessors\u2019 duties under section 9 \u2014 207 to be \u201cnot entirely consistent\u201d with those under the more specific state law governing deposits, leaving the court doubtful \u201cthe New York legislature intended such an arbitrary result.\u201d Steinmetz, 963 F. Supp. at 1304. The Steinmetz court simply \u201crespectfully disagree[d]\u201d with the holding in Werbosky I and distinguished Demitropoulos II and III on the basis that neither involved questions of conflicting state statutes \u2014 Wisconsin had no specific law potentially conflicting with the UCC. Steinmetz, 963 F. Supp. at 1304; see also Brooks v. General Motors Acceptance Corp., No. 96CV3429, slip op. at_(N.D. Ill. March 16, 1998) (applying Illinois law and following Wiskup, distinguishing Demitropoulos II on this same basis).\nPlaintiffs in the present case naturally point to the decisions in Werbosky I and Demitropoulos in support of their position on appeal. However, as the wave of other, more recent federal decisions just discussed demonstrates, the tide appears to have turned on plaintiffs\u2019 once-novel position, as adopted in Werbosky I and the Demitropoulos decisions. Assuming arguendo section 9 \u2014 207 of the Illinois UCC can be interpreted as plaintiffs urge, namely, that money given as a security deposit in connection with an automobile lease may constitute \u201ccollateral\u201d creating a \u201csecurity interest\u201d within the meaning of the UCC (see 810 ILCS 5/9 \u2014 104 (West 1996) (listing transactions which are excluded from article 9, none of which are applicable here); 810 ILCS 5/9 \u2014 304(1) (West 1996) (security interest in money can be perfected by the secured party\u2019s taking possession); Wiskup, 953 F. Supp. at 972 (characterizing as \u201cstrong\u201d plaintiffs argument that automobile lease security deposits fall squarely within the definition of a security interest); but cf. Martin, 988 F. Supp. at 1104 (accepting the same assumption even though \u201cit gives us pause to realize plaintiffs\u2019 theory is, essentially that security deposits of $725 or $525 represent collateral for their lease obligations totalling more than $17,000 and $18,000, respectively\u201d)), we believe the chancery court correctly concluded Werbosky I and the Demitropoulos decisions are distinguishable from the present case.\nIn Werbosky I, Ford Credit conceded the applicability of the UCC, only later arguing, in a motion for reconsideration, that the more specific New York law governed. Werbosky I, slip op. at_; Steinmetz, 963 F. Supp. at 1302; see also Brooks, slip op. at_(distinguishing Werbosky I on this basis). Moreover, whatever minimal support the Werbosky I decision lent to plaintiffs\u2019 position in this case was stripped away in Werbosky II. See In re Ford Motor Credit Co. Motor Vehicle Lease Litigation, No. 95 Civ. 1876(JSM), MDL 1160(JSM), slip op. at _ (S.D.N.Y. April 1, 1998) (Werbosky II). Werbosky II involved multiple cases consolidated before the United States District Court for the Southern District of New York pursuant to orders of the panel on multidistrict litigation. Werbosky II, slip op. at_. Werbosky II addressed only plaintiff Werbosky\u2019s motion for partial summary judgment and essentially overruled Werbosky I to the extent that decision held section 9 \u2014 207 applicable to automobile lease security deposits under New York law. See Werbosky II, slip op. at_(following Steinmetz).\nDemitropoulos II and III are also easily distinguishable from the instant case. In neither of those decisions was the court faced with arguably conflicting statutes governing the same subject matter. Wisconsin, unlike Illinois and New York, has enacted no legislation dealing specifically with security deposits, leaving the courts in that state free of statutory inhibitions when called upon to expansively interpret section 9 \u2014 207 of the UCC. See Steinmetz, 963 F. Supp. at 1304 (distinguishing Demitropoulos II and following Wiskup, noting that \u201c[i]n New York, as in Illinois, the state legislature has enacted both UCC \u00a7 9 \u2014 207 and a more specific statute which expressly addresses the requirements imposed upon security deposits\u201d and that the specific statute was \u201cnot entirely consistent\u201d with the UCC); Brooks, slip op. at_ (following Wiskup and Tarnoff in rejecting plaintiffs\u2019, argument that the Deposit Act \u201cdoes not \u2018trump\u2019 the UCC, that the statutes were meant to coexist, and that the [Deposit Act] was intended to provide consumers with an additional layer of protection,\u201d finding plaintiffs\u2019 reliance on Werbosky I and Demitropoulos III to be unavailing); Werbosky II, slip op. at_(following Steinmetz and Wiskup in holding section 9 \u2014 207 inapplicable to consumers\u2019 security-deposits on the basis of a more specific New York provision found to be inconsistent with the UCC).\nNevertheless, we do not find the three federal decisions applying Illinois law in analyzing this issue (Wiskup, Tarnoff, and Brooks) to be on point either. The Deposit Act, by its terms, applies only to leases of consumer goods where the total obligations under the lease do not exceed $25,000. See 815 ILCS 165/2 (West 1996) (Deposit Act is applicable to consumer leases \u201cfor the use of consumer goods for a period of time exceeding 4 months, for a total contractual obligation not exceeding $25,000 ***. *** The term consumer lease does not include a lease primarily for agricultural, business or commercial purposes or one made to an organization\u201d). Plaintiffs correctly assert their leases in the present case are not subject to the dictates of the Deposit Act, unlike the plaintiffs\u2019 leases in Wiskup, Tarnoff, and Brooks. The consumer automobile leases in those cases were all valued at less than $25,000 (one lessee in Brooks owed more than $25,000 and did not pursue a claim under the Deposit Act), such that the applicability of the Deposit Act was never questioned and a direct conflict with plaintiffs\u2019 suggested interpretation of the UCC presented itself.\nHere, in contrast, both leases are not subject to the Deposit Act. The Spinas entered a consumer lease for a Lexus, but its value totalled more than $25,000; Rock-Tred\u2019s lease was neither a consumer lease nor one with a total obligation of less than $25,000. Since the Deposit Act is not directly applicable to plaintiffs\u2019 leases, we reject Toyota\u2019s statutory construction argument that the Deposit Act, as a specific statutory provision governing security deposits, must control here over the more general statutory provision, section 9 \u2014 207, which, it is urged, governs the same subject. See People v. Villarreal, 152 Ill. 2d 368, 379, 604 N.E.2d 923 (1992) (\u201cIt is a fundamental rule of statutory construction that where there exists a general statutory provision and a specific statutory provision, either in the same or another act, which both relate to the same subject, the specific provision controls and should be applied\u201d).\nYet another rule of statutory construction convinces us the chancery court was correct in following the district court\u2019s analysis in Wiskup. For although the Deposit Act and section 9 \u2014 207 of the UCC do not clash on the facts of this case, there remain sufficient inconsistencies between the Deposit Act, the Rental Act, and plaintiffs\u2019 suggested interpretation of section 9 \u2014 207 to convince us that our legislature, as recognized by the chancery court here and the district court in Wiskup, never envisioned application of that section of the UCC to automobile lease security deposits. Since the foremost principle of statutory construction is to give effect to the intent of the legislature (State of Illinois v. Mikusch, 138 Ill. 2d 242, 247, 562 N.E.2d 168 (1990); People v. Parker, 123 Ill. 2d 204, 209, 526 N.E.2d 135 (1988)), we believe the chancery court correctly dismissed count I of plaintiffs\u2019 complaint.\nNothing in the language of section 9 \u2014 207 would limit its application to security deposits not governed by the Deposit Act and, thus, to that extent the two statutes (again, if we accept plaintiffs\u2019 broad interpretation of section 9 \u2014 207) are overlapping. Both would apply to those leases meeting the Deposit Act\u2019s definition of a \u201cconsumer lease.\u201d See 815 ILCS 165/2 (West 1996) (Deposit Act is applicable to consumer leases \u201cfor the use of consumer goods for a period of time exceeding 4 months, for a total contractual obligation not exceeding $25,000.\u201d). And, as Toyota points out, the two acts are inconsistent in how they require lessors to handle security deposits. Commingling security deposits is prohibited under the Deposit Act but apparently permitted under the UCC. Compare 815 ILCS 165/3(b) (West 1996) (if no bond is posted, security deposit shall be placed in an account and \u201c[t]he account shall be in the name of the lessor and shall be clearly denoted on the records of the bank, trust company or savings and loan association as an account for the deposit of security deposits\u201d) with 810 ILCS 5/9 \u2014 207(2)(d) (West 1996) (when collateral is in the secured party\u2019s possession \u201cthe secured party must keep the collateral identifiable but fungible collateral may be commingled\u201d).\nInterest is also treated inconsistently by the two acts. Under the Deposit Act, if a lessee\u2019s security deposit is placed in an interest-bearing account, interest may accumulate, and, at the end of the lease, \u201cthe party entitled to the deposit\u201d will receive all of the accrued interest. See 815 ILCS 165/3(b) (West 1996). In contrast, under section 9 \u2014 207 a lessor cannot hold, as additional security, any money \u201creceived from the collateral\u201d; he must either remit the interest to the lessee or reduce the lessee\u2019s obligation under the lease. See 810 ILCS 5/9 \u2014 207(2)(c) (West 1996); Werbosky I, slip op. at_. In fact, under the Deposit Act a lessor may circumvent any duty to pay interest on a security deposit entirely by choosing to post a surety bond with the Illinois Attorney General. See 815 ILCS 165/3(a) (West 1996); see also Wiskup, 953 F. Supp. at 972 (finding \u201cthin\u201d plaintiffs argument that the Deposit Act merely concerns itself with the return of security deposits, only mentioning interest as an incidental matter, and that the lessor\u2019s basic duty concerning interest on deposits is still governed by the UCC); Martin, 988 F. Supp. at 1105-06 (discussing the requirements of the Deposit Act, noting that if a bond is posted, a defendant is not required to maintain an account for security deposits, \u201clet alone an interest-bearing account\u201d); Tarnoff, slip op. at_(noting that the Deposit Act requires compliance with either subsection (a) or (b) and that only subsection (b) requires the payment of interest).\nEven were we to accept plaintiffs\u2019 suggestion that section 9 \u2014 207 was intended to apply only to security deposits not covered by the Deposit Act \u2014 despite the absence of any language in either statute to that effect \u2014 the fact that section 9 \u2014 207 was irreconcilably inconsistent with the Deposit Act\u2019s predecessor, the Rental Act, provides added confirmation that our legislature never intended what plaintiffs now urge. Under the Rental Act, a lessor was required to hold a security deposit for the leased property \u201cat interest\u201d and \u201cin trust\u201d in a bank, trust or savings and loan. See Ill. Rev. Stat. 1985, ch. 29, par. 9. Any interest that accrued was required to be kept \u201cwith the principal sum\u201d and had to be disposed of \u201cin the same manner as the principal sum.\u201d Ill. Rev. Stat. 1985, ch. 29, par. 14. As previously discussed, these requirements are entirely inconsistent with the UCC. Moreover, as Toyota notes, the rights and duties under section 9 \u2014 207 can be varied by the parties (see 810 ILCS 5/9 \u2014 207(2) (West 1996) (\u201cUnless otherwise agreed ***\u201d)); in Purcell & Wardrope, this court found \u201cvoid\u201d the security deposit provisions of a lease which were contrary to the mandates of the Rental Act. Purcell & Wardrope, 175 Ill. App. 3d at 1082.\nThe Rental Act was enacted in 1921. The UCC was adopted in Illinois in 1961. The Rental Act was not replaced by the Deposit Act until 1987. It is presumed that the legislature, in enacting various statutes, acts rationally and with full knowledge of all previous enactments. Mikusch, 138 Ill. 2d at 247-48. It is further presumed that the legislature will not enact a law which completely contradicts a prior statute without an express repeal of it and that statutes that relate to the same subject are to be governed by one spirit and a single policy. Mikusch, 138 Ill. 2d at 247-48. Where there is an alleged conflict between two legislative enactments, this court has a duty to construe those statutes in a manner that avoids an inconsistency and gives effect to both enactments, where such a construction is reasonably possible. Lily Lake Road Defenders v. County of McHenry, 156 Ill. 2d 1, 9, 619 N.E.2d 137 (1993). Adopting plaintiffs\u2019 position entails accepting the fact that two utterly inconsistent statutes (the Rental Act and the UCC) governing the exact same subject matter were on the books in Illinois for some 16 years (1961-87). Since we are bound to adopt an interpretation of section 9 \u2014 207 that gives effect to both it and other Illinois statutes governing security deposits, we must reject plaintiffs\u2019 proposed construction of that section. Moreover, as the chancery court correctly ruled, interest statutes are in derogation of the common law and must be strictly construed; nothing is to be read into them by intendment or implication. City of Springfield v. Allphin, 82 Ill. 2d 571, 577, 413 N.E.2d 394 (1980).\nAny doubt about the legislature\u2019s intention not to require lessors to pay interest on automobile lease security deposits is removed by section 45 of the Motor Vehicle Leasing Act (815 ILCS 636/1 et seq. (West 1996)), which became effective on January 1, 1997. Section 45(e) provides:\n\u201cAny refundable security deposit or advance lease payment held by the holder may be retained by the holder or lessor and shall be credited against the lessee\u2019s early termination obligation. The amount of the security deposit or advance lease payment in excess of the amount of the lessee\u2019s early termination obligation shall be returned to the lessee. The holder or lessor is not obligated to pay interest to the lessee on the security deposit.\u201d (Emphasis added.) 815 ILCS 636/45(e) (West 1996).\nThe chancery court properly dismissed count I of plaintiffs\u2019 complaint.\nPlaintiffs\u2019 allegations in count II of their complaint, claiming violations of the Consumer Leasing Act (15 U.S.C. \u00a7\u00a7 1667(a)(4), (a)(5), (a)(8) (1994)) and the Illinois Consumer Fraud Act (815 ILCS 505/1 et seq. (West 1996)), were heavily dependent upon their claim that they were entitled to interest on their security deposits under the UCC. These same allegations have been repeatedly rejected by the federal courts (see, e.g., Steinmetz, 963 F. Supp. at 1305; Wiskup, 953 F. Supp. at 964-66; Gaydos v. Huntington National Bank, 941 F. Supp. 669, 672-77 (N.D. Ohio 1996); Tarnoff, slip op. at_; Brooks, slip op. at _), and we reject them as welll In sum, it clearly appears that no set of facts could have been proved that would have entitled plaintiffs to recover in this case, and dismissal of their complaint was justified. Vernon, 179 Ill. 2d at 344.\nAffirmed.\nCAHILL, PJ., and BURKE, J., concur.", "type": "majority", "author": "JUSTICE LEAVITT" } ], "attorneys": [ "Wolin & Rosen, Ltd., of Chicago (Jeffrey Shulman and Michael M. Tannen, of counsel), for appellants.", "Michele Odorizzi and Victoria Collado, both of Mayer, Brown & Platt, of Chicago, for appellee." ], "corrections": "", "head_matter": "JOSEPH SPINA et al., Indiv. and as Representatives on Behalf of a Class of Similarly Situated Persons, et al., Plaintiffs-Appellants, v. TOYOTA MOTOR CREDIT CORPORATION, Defendant-Appellee.\nFirst District (3rd Division)\nNo. 1\u201497\u20141162\nOpinion filed November 12, 1998.\nWolin & Rosen, Ltd., of Chicago (Jeffrey Shulman and Michael M. Tannen, of counsel), for appellants.\nMichele Odorizzi and Victoria Collado, both of Mayer, Brown & Platt, of Chicago, for appellee." }, "file_name": "0364-01", "first_page_order": 382, "last_page_order": 395 }