truck cranes from Chatham Machinery, Inc.  In early 1980, Chatham's main creditor, which held the title to the equipment in question and to much of Chatham's inventory, began to press for repayment.  In the spring of 1980, Theodore Shearouse, an employee of Chatham, asked Dent to transfer the financing on the two cranes to Leasing Service.  The purported benefits for River City were lower monthly terms and a longer "payout period".  Shearouse testified that he told Dent, "in the event that River City was unable to make a payment or payments on either crane, there would be no claim for a deficiency brought by anyone either against River City or Mr. Dent":  Chatham would simply sell off the cranes in the event ofequipment at a public auction in Birmingham on December 1, 1981.  Before the auction, Leasing Service published notice of the sale in the Birmingham News, the Decatur Daily, and a trade magazine;  it also notified River City and Dent of the sale by certified mail on November 19, 1981.  Welborn Dent attended the sale.  The two pieces of equipment brought a total of $330,000.  Expenses of the sale were $372.49.


6
After the sale, Leasing Service attempted to collect the outstanding balance and various fees and damages from River City.  On July 29, 1982, Leasing Service sued in the Southern District of New York for the amount River City allegedly owed.  On motion by River City, Judge Weinfeld transferred the action to the