The opinion of the court was delivered by: ARTHUR D. SPATT
Although the plaintiff First Security Mortgage Company ("plaintiff" or "First Security") is the nominal party bringing this law suit, in essence this case is a dispute concerning the amount of a setoff to the defendant with regard to its claims of breach of warranty in connection with the sale of certain plastic product. The two companies involved are Goodson Polymers, Inc. ("Goodson"), a Utah corporation, the manufacturer and seller, and the defendant Goldmark Plastics Compounds, Inc., ("defendant" or "Goldmark") the buyer of the polystyrene plastic.
I. UNCONTESTED FACTS AND PRETRIAL STIPULATIONS
Many of the facts in this case are not disputed. Among the uncontested facts as set forth in Schedule C of the pre-trial order are the following:
1. The plaintiff First Security is a Utah corporation with its principal place of business in Salt Lake County, State of Utah.
2. First Security is the successor-in-interest of the claims asserted in this action by Goodson against Goldmark for plastic goods sold and delivered, by means of an assignment dated June 13, 1991, from First Security Bank of Utah, N.A. ("FSB") to First Security.
3. Goodson is a Utah corporation that had its principal place of business in Salt Lake City, Utah and was in the business of manufacturing, polystyrene.
The Goodson-FSB Loan Relationship
4. On or about November 22, 1988, Goodson executed a Revolving Commercial Credit Note in favor of FSB in the amount of $ 6,000,000.00.
5. On or about May 1, 1989, but effective as of November 22, 1988, Goodson executed an Amended and Restated Term Commercial Credit Note in favor of FSB in the principal amount of $ 9,500,000.00.
6. On or about November 22, 1988, Goodson executed a Security Agreement covering receivables, inventory and equipment in favor of FSB. Pursuant to the provisions of the Security Agreement, Goods on granted to FSB a security interest in all of its accounts receivable and other rights to payment along with all proceeds therefrom to secure the repayment of all obligations owed by Goodson to FSB.
7. Goodson defaulted on its repayment obligations to FSB. Based on the default, FSB obtained a judgment against Goodson in ...