corporation . . . and, in enforcing its security interest, may transfer to a purchaser no more than the debtor's rights in the collateral." Id. at 372-73 (emphasis added).
It is clear that although Cantrade's ability to transfer the Duplex may have been restricted, it was permitted to transfer any of Torresy's rights. To the extent that a restriction existed, it was in regard to the corporation's board of directors and not with respect to defendant. Torresy, the defaulting party, cannot claim entitlement to income derived from property, which was rightly seized as security for the debt upon which she defaulted, simply because Cantrade is restricted as to how it may dispose of the property. The rights of Torresy, the debtor, are inferior to those of Cantrade, the secured creditor. Therefore, none of the subrents collected accrue to the benefit of the debtor.
In sum, although Cantrade may have been restricted as to how it could dispose of the Duplex, the subrents collected during the time prior to the satisfaction of those obligations did not accrue to the benefit of Torresy. Rather, as of the date of the auction, all of Torresy's rights in the Duplex redounded to the benefit of Cantrade.
For the reasons stated above, Torresy is entitled to an offset of the difference between the amount due on the Mafra Loan on the date of the auction, $ 805,680, and the sale price, $ 900,000. The surplus is $ 94,320 which, when an interest rate of 9% is applied, results in a total credit of $ 99,668. Torresy is not entitled to the fair market value of the Duplex, as opposed to the sale price, because the sale was commercially reasonable. Torresy is also not entitled to the profits retained by Cantrade from subrental income that the bank collected from the subtenants of the Duplex prior to the time the bank formally took title to the Duplex. In sum, although Cantrade's first claim for relief must fail because no sums are due and owing from Torresy to Cantrade under the Mafra Guaranty of the Mafra Loan, Torresy is only entitled to the surplus obtained in the sale of the Duplex. This is the excess of the value realized by Cantrade upon the sale of the Duplex over the amount of the indebtedness due under the Mafra Loan at the time of the sale.
Finally, defendant, in one paragraph in her final set of papers, questions whether plaintiff's calculations are correct. See Defendant Reply at 13. This Court finds such an eleventh hour assertion, unsupported by any factual allegation, insufficient to raise a material issue of fact.
III. The Letter of Credit
Cantrade contends that the Letter of Credit issued to Empire Glass effectively freed Torresy from her personal liability to Tamglass on a debt of more than $ 1,000,000. See Plaintiff Mem. at 5. Cantrade argues that on May 23, 1990, only a week before Cantrade issued the Letter of Credit, Torresy wrote a letter to a Cantrade officer, Rene DiPicciotto, that reads as follows:
Dear Rene: As per your request I hereby confirm that upon your first demand I will file a first mortgage as collateral for the envisaged credit line of U.S. $ 2,000,000.00 against the following properties at: 322 East 57th Street, New York, NY 10022.