MEIERHENRY, Justice (on reassignment).
[¶ 1.] This is a claim and delivery action brought by American Bank and Trust (American) involving 910 cows which were being held by a receiver. American originally brought this action against Nathan and Deborah Shaull d/b/a Highmore Auction Sales and Fin-Ag. American’s com[781]*781plaint contained three counts: (1) an action on the indebtedness, (2) claim and delivery/injunctive relief, and (3) deceit. AgS-tar Financial Services, PCA, Feldman Brothers [Feldman] (party defendants) and the South Dakota Wheat Growers Association (party plaintiff) intervened.
[¶ 2.] The issues before this Court center on priority of the claims to the cows among American, Fin-Ag, Feldman, and AgStar. American claims it has a valid perfected first security interest. Fin-Ag claims it has a valid perfected security interest subject to the perfected first security interest of American. Feldman claims ownership of the collateral giving him priority over American and Fin-Ag. AgStar claims an interest through a security agreement with Feldman. The bifurcated claim and delivery cause of action was tried to the court. The trial court entered a judgment declaring that American has a valid perfected first security interest to the collateral, that Fin-Ag has a valid perfected security interest subject to American’s interest, that any ownership claim of Feld-man or security interest of AgStar are subordinate and inferior to the perfected security interest of American and Fin-Ag. Feldman and AgStar appeal. We affirm. The issues on appeal are as follows:
I. WHETHER SHAULL HAD SUFFICIENT RIGHTS IN THE COLLATERAL TO SUPPORT THE ATTACHMENT OF AMERICAN’S AND FIN-AG’S SECURITY INTERESTS TO ENTITLE AMERICAN TO IMMEDIATE CLAIM AND DELIVERY.
II. WHETHER AMERICAN AND FIN-AG OR FELDMAN BROTHERS ARE ESTOPPED FROM ASSERTING A SECURITY INTEREST IN THE COLLATERAL.
III.WHETHER THE COWS AND CALVES ARE INVENTORY OR FARM PRODUCTS.
Background and Facts
[¶ 3.] The core of this case centers on the demise of Nathan Shaull’s livestock operations in the spring of 2002. Shaull owned and operated the Livestock Auction in Highmore, South Dakota; he bought and sold cattle through the sale barn and additionally acted as a cattle broker, buying and selling cattle as H.S. Cattle. American had financed Shaull. The financing consisted of a promissory note for $750,000 revolving line of credit dated September 27, 1999 and a second note for $498,413.50 for “breeding livestock” and refinancing of debt on June 8, 2001. The amount due to American on the revolving line of credit was over $750,000 and the amount due on the livestock loan was $325,461. In conjunction with both loans, Shaull executed a security agreement granting to American a security interest in all livestock owned or later acquired and additionally on the second loan, a security interest in all inventory and farm products, owned or thereafter owned by Shaull. American filed financing statements in the office of the South Dakota Secretary of State (Secretary) which covered the livestock and specifically as to the second transaction covered “all cows and 2001 future offspring, all increase, issue offspring, products and products from the livestock” and included the proceeds from the collateral.
[¶ 4.] Prior to American’s financing, Shaull had financed his operation with Fin-Ag who had filed a financing statement with the Secretary in June of 1997 and July of 1998. When Shaull refinanced with American, Fin-Ag subordinated its security interest in the cows and calves by a Subordination Agreement and Assign[782]*782ment of Security Interest in June of 2001 which was formalized with the filing of UCC-3 with the Secretary. Fin-Ag claims that approximately 4,500 head of cattle which it financed were missing and that Shaull owes Fin-Ag over two million dollars. Fin-Ag last inventoried Shaull’s herd in May of 2001 approximately one month before American inspected Shaull’s cattle for refinancing.
[¶ 5.] The Feldman brothers operated a farming and cattle feeding business in Minnesota. Feldman entered into an agreement with Shaull on November 30, 2000 wherein Feldman placed cows with Shaull for feeding and care. Pursuant to the agreement, Feldman purchased 1,536 cows between November 28, 2000 and December 15, 2001 which were placed with Shaull, 915 of which should have been in Shaull’s possession at the time American did its refinancing inspection in June of 2001. AgStar had a Security Agreement with Feldman wherein it acquired a security interest in all the livestock owned or later acquired by Feldman. AgStar had not filed a financing statement in South Dakota.
American’s Inspection of the Collateral
[¶ 6.] On June 5, 2001, Shaull took two officers of American to inspect his cattle at three locations around Highmore and Miller, South Dakota. One location was owned by Shaull, the other two were rented. Because of the rough terrain, it was difficult to get an exact count of the herd; however, the group counted about 1,000 cows. Shaull ultimately set the number at 900 for purposes of collateral because he intended to cull some of the herd. Some of the cows were branded, some had ear tags, and some may not have had any identifying tag or brand.1 Shaull maintained that he owned these cattle. If so, they would have been the same cattle previously financed by Fin-Ag. In Shaull’s dealings with Fin-Ag, Fin-Ag had required Shaull to brand or ear tag his cattle with Fin-Ag’s identification. American’s inspection, although noting that some of the cattle were marked, did not specifically identify the brands or ear tags.
[¶ 7.] In addition to Shaull’s representation to the bank that he owned the cows, American reviewed Shaull’s financial statement and last tax return with the depreciation schedule for the cows. American further spoke with Fin-Ag who had financed the herd previously. No other verification of ownership was done by American prior to the loan approval. American knew that Shaull bought and sold cattle through his sale barn; however, it did not know of the agreement Shaull had with Feldman or that Shaull brokered cattle through H.S. Cattle.
Identifying the 910 Cows Remaining
[¶ 8.] Around the middle of April, 2002, when Shaull’s financial troubles became apparent, the South Dakota State Brand Board instigated an investigation of the remaining cows. All of the remaining cows were gathered in an effort to identify them. A total of 910 cows were counted. Of the total, 82 cows had Fin-Ag identifying ear tags; 571 can be traced to cows purchased by Feldman.
Basis of Feldman’s Claim to the Remaining Cows Held by the Receiver
[¶ 9.] Feldman claims that American and Fin-Ag’s security interests cannot attach to the cows that he purchased and placed with Shaull under the Bred Cow Agreement. Feldman and AgStar claim that the Agreement established a bailment [783]*783not requiring them to file a UCC-1 to protect their interests. American argues that had Feldman and AgStar filed financing statements, the bank would have been put on notice of their interest in the collateral.
Whether the Trial Court Erred in its Findings of Facts or Conclusions of Law
[¶ 10.] This was a two-day trial to the court.
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MEIERHENRY, Justice (on reassignment).
[¶ 1.] This is a claim and delivery action brought by American Bank and Trust (American) involving 910 cows which were being held by a receiver. American originally brought this action against Nathan and Deborah Shaull d/b/a Highmore Auction Sales and Fin-Ag. American’s com[781]*781plaint contained three counts: (1) an action on the indebtedness, (2) claim and delivery/injunctive relief, and (3) deceit. AgS-tar Financial Services, PCA, Feldman Brothers [Feldman] (party defendants) and the South Dakota Wheat Growers Association (party plaintiff) intervened.
[¶ 2.] The issues before this Court center on priority of the claims to the cows among American, Fin-Ag, Feldman, and AgStar. American claims it has a valid perfected first security interest. Fin-Ag claims it has a valid perfected security interest subject to the perfected first security interest of American. Feldman claims ownership of the collateral giving him priority over American and Fin-Ag. AgStar claims an interest through a security agreement with Feldman. The bifurcated claim and delivery cause of action was tried to the court. The trial court entered a judgment declaring that American has a valid perfected first security interest to the collateral, that Fin-Ag has a valid perfected security interest subject to American’s interest, that any ownership claim of Feld-man or security interest of AgStar are subordinate and inferior to the perfected security interest of American and Fin-Ag. Feldman and AgStar appeal. We affirm. The issues on appeal are as follows:
I. WHETHER SHAULL HAD SUFFICIENT RIGHTS IN THE COLLATERAL TO SUPPORT THE ATTACHMENT OF AMERICAN’S AND FIN-AG’S SECURITY INTERESTS TO ENTITLE AMERICAN TO IMMEDIATE CLAIM AND DELIVERY.
II. WHETHER AMERICAN AND FIN-AG OR FELDMAN BROTHERS ARE ESTOPPED FROM ASSERTING A SECURITY INTEREST IN THE COLLATERAL.
III.WHETHER THE COWS AND CALVES ARE INVENTORY OR FARM PRODUCTS.
Background and Facts
[¶ 3.] The core of this case centers on the demise of Nathan Shaull’s livestock operations in the spring of 2002. Shaull owned and operated the Livestock Auction in Highmore, South Dakota; he bought and sold cattle through the sale barn and additionally acted as a cattle broker, buying and selling cattle as H.S. Cattle. American had financed Shaull. The financing consisted of a promissory note for $750,000 revolving line of credit dated September 27, 1999 and a second note for $498,413.50 for “breeding livestock” and refinancing of debt on June 8, 2001. The amount due to American on the revolving line of credit was over $750,000 and the amount due on the livestock loan was $325,461. In conjunction with both loans, Shaull executed a security agreement granting to American a security interest in all livestock owned or later acquired and additionally on the second loan, a security interest in all inventory and farm products, owned or thereafter owned by Shaull. American filed financing statements in the office of the South Dakota Secretary of State (Secretary) which covered the livestock and specifically as to the second transaction covered “all cows and 2001 future offspring, all increase, issue offspring, products and products from the livestock” and included the proceeds from the collateral.
[¶ 4.] Prior to American’s financing, Shaull had financed his operation with Fin-Ag who had filed a financing statement with the Secretary in June of 1997 and July of 1998. When Shaull refinanced with American, Fin-Ag subordinated its security interest in the cows and calves by a Subordination Agreement and Assign[782]*782ment of Security Interest in June of 2001 which was formalized with the filing of UCC-3 with the Secretary. Fin-Ag claims that approximately 4,500 head of cattle which it financed were missing and that Shaull owes Fin-Ag over two million dollars. Fin-Ag last inventoried Shaull’s herd in May of 2001 approximately one month before American inspected Shaull’s cattle for refinancing.
[¶ 5.] The Feldman brothers operated a farming and cattle feeding business in Minnesota. Feldman entered into an agreement with Shaull on November 30, 2000 wherein Feldman placed cows with Shaull for feeding and care. Pursuant to the agreement, Feldman purchased 1,536 cows between November 28, 2000 and December 15, 2001 which were placed with Shaull, 915 of which should have been in Shaull’s possession at the time American did its refinancing inspection in June of 2001. AgStar had a Security Agreement with Feldman wherein it acquired a security interest in all the livestock owned or later acquired by Feldman. AgStar had not filed a financing statement in South Dakota.
American’s Inspection of the Collateral
[¶ 6.] On June 5, 2001, Shaull took two officers of American to inspect his cattle at three locations around Highmore and Miller, South Dakota. One location was owned by Shaull, the other two were rented. Because of the rough terrain, it was difficult to get an exact count of the herd; however, the group counted about 1,000 cows. Shaull ultimately set the number at 900 for purposes of collateral because he intended to cull some of the herd. Some of the cows were branded, some had ear tags, and some may not have had any identifying tag or brand.1 Shaull maintained that he owned these cattle. If so, they would have been the same cattle previously financed by Fin-Ag. In Shaull’s dealings with Fin-Ag, Fin-Ag had required Shaull to brand or ear tag his cattle with Fin-Ag’s identification. American’s inspection, although noting that some of the cattle were marked, did not specifically identify the brands or ear tags.
[¶ 7.] In addition to Shaull’s representation to the bank that he owned the cows, American reviewed Shaull’s financial statement and last tax return with the depreciation schedule for the cows. American further spoke with Fin-Ag who had financed the herd previously. No other verification of ownership was done by American prior to the loan approval. American knew that Shaull bought and sold cattle through his sale barn; however, it did not know of the agreement Shaull had with Feldman or that Shaull brokered cattle through H.S. Cattle.
Identifying the 910 Cows Remaining
[¶ 8.] Around the middle of April, 2002, when Shaull’s financial troubles became apparent, the South Dakota State Brand Board instigated an investigation of the remaining cows. All of the remaining cows were gathered in an effort to identify them. A total of 910 cows were counted. Of the total, 82 cows had Fin-Ag identifying ear tags; 571 can be traced to cows purchased by Feldman.
Basis of Feldman’s Claim to the Remaining Cows Held by the Receiver
[¶ 9.] Feldman claims that American and Fin-Ag’s security interests cannot attach to the cows that he purchased and placed with Shaull under the Bred Cow Agreement. Feldman and AgStar claim that the Agreement established a bailment [783]*783not requiring them to file a UCC-1 to protect their interests. American argues that had Feldman and AgStar filed financing statements, the bank would have been put on notice of their interest in the collateral.
Whether the Trial Court Erred in its Findings of Facts or Conclusions of Law
[¶ 10.] This was a two-day trial to the court. At the end of the evidence, the trial court announced its decision in favor of American and directed counsel for American to propose Findings of Fact and Conclusions of Law for the court’s signature. The trial court’s Conclusions of Law 7 and 8 form the basis of the decision against Feldman and AgStar:
7. By their failure to file UCC-1 financing statements and by allowing Shaull to appear to be the actual owner of the cow herd, Feldman and AgStar are estopped from asserting that Shaull, as the apparent owner, did not have rights in the cow herd.
8. The cows and calves which are the subject of this action are farm products and not inventory.
Standard of Review
[¶ 11.] Our standard of review is well established:
We review the circuit court’s findings of fact under the clearly erroneous standard. Under this standard, we will only reverse when we “are left with a definite and firm conviction that a mistake has been made” after a thorough review of the evidence. We review conclusions of law under the de novo standard without deference to the circuit court.
In re Estate of Watson, 2003 SD 142, ¶ 9, 673 N.W.2d 60, 62 (internal citations omitted).
In applying the clearly erroneous standard, our function is not to decide factual issues de novo. The question is not whether this court would have made the same findings that the trial court did, but whether on the entire evidence we are left with a definite and firm conviction that a mistake has been committed. This court is not free to disturb the lower court’s findings unless it is satisfied that they are contrary to a clear preponderance of the evidence. Doubts about whether the evidence supports the court’s findings of fact are to be resolved in favor of the successful party’s “version of the evidence and of all inferences fairly deducible therefrom which are favorable to the courts action.”
Maryhouse, Inc. v. Hamilton, 473 N.W.2d 472, 474 (S.D.1991) (internal and further citations omitted).
[¶ 12.] Feldman claims that American and/or Fin-Ag cannot have a superior interest in the collateral because of Feldman’s ownership interest which is detailed in the Bred Cow Agreement between Feldman and Shaull. Feldman provided evidence that he had purchased 1,536 cattle from November 28, 2000 to December 15, 2001 to be cared for by Shaull as part of the agreement, 1,407 of which he purchased from Shaull (as H.S. Cattle).2 Fin-Ag claims that the cows [784]*784held by the receivership were the same cows that Fin-Ag had previously owned and sold to Feldman and were the same cows Fin-Ag had identified and inventoried on May 22, 2001. Feldman claims that American’s own negligence caused its loss and that both American and Fin-Ag should be estopped from claiming a security interest in the collateral. Feldman points to American’s failure to ascertain the ownership of the cattle prior to extending credit to Shaull, its lack of any inspection subsequent to loaning Shaull money, and its failure to follow its own internal policy in monitoring the custodial account.
[¶ 13.] The trial court found that American “had neither actual nor constructive knowledge of any claim of ownership by Feldman or any security interest claimed by AgStar”. FF 26. The court further determined that, “[p]rior to making the June, 2001 loan to Shaull, American took all steps reasonably necessary to determine that its perfected security interest would attach to the cow herd.” FF 28. When reviewing findings of the trial court, this Court should not substitute its judgment. As we have said, “[t]his court is not free to disturb the lower court’s findings unless it is satisfied that they are contrary to a clear preponderance of the evidence.” Maryhouse, 473 N.W.2d at 474. A thorough review of the evidence supports the court’s findings and conclusions. The bank inspected the cows Shaull claimed were his, reviewed his financial statement and tax return and did a record search for UCC filings. The evidence further indicates that neither American nor others who dealt with Shaull knew of Feldman’s ownership of the cows, except for one of Shaull’s employees who worked with the cattle. Shaull did not indicate to the landowners from whom he rented the pasture that the cows were owned by someone else and he certainly did not tell American that Feldman owned the cattle.
[¶ 14.] The trial court further found that 625 of the cows that were inspected by American in June of 2001 were part of a lease purchase agreement between Shaull and Ron Jennings, a farmer near Miller, South Dakota. The court found that the Jennings’ “cows were in Shaull’s possession, control and apparent ownership at the time American inspected the cow herd in June, 2001 and were represented by Shaull as being owned by him.” The Jennings’ cows were later sold to Feldman in December of 2001.
[¶ 15.] The trial court was not clearly erroneous in finding that all the cows inspected by American in June of 2001 were the same cows held by the receiver. In fact, Shaull’s employee testified that was the case. The trial court did not base its decision on the actual ownership of the cows and whether a bailment existed but on the apparent ownership of the cows under an estoppel theory.
[¶ 16.] We have previously stated that control rather than ownership of collateral determines a debtor’s rights to collateral. First Nat. Bank of Omaha v. Pleasant Hollow Farm, Inc., 532 N.W.2d 60, 63 (S.D.1995). We said in Pleasant View Farms, Inc. v. Ness, 455 N.W.2d 602 (S.D.1990):
If the owner of collateral allows another to appear as the owner or to dispose of the collateral, such that a third party is led into dealing with the apparent owner as though he were the actual owner, then the owner will be estopped from asserting that the apparent owner did not have rights in the collateral.
[785]*785Id. at 604 (citing In re Pubs, Inc., 618 F.2d 432 (7thCir.l980)).
[¶ 17.] The trial court found that AgS-tar was aware that Feldman placed cows with Shaull and that a UCC-1 financing statement needed to be filed in South Dakota to protect its interest. As early as 1999, AgStar had requested Feldman to provide Shaull’s name, address and social security number, which Feldman did. However, neither AgStar nor Feldman filed a financing statement. The trial court determined that had they done so, American would have been put on notice of their claims prior to making the loan to Shaull in 2001. Although Feldman as the bailor could have filed a financing statement, he was not obligated to under the Uniform Commercial Code. SDCL 57A-9-505.
[¶ 18.] Finally, Feldman claims that the trial court erroneously determined that the cows were farm products and not inventory. Although Shaull invoked his right to remain silent under the Fifth Amendment rather than answer many of the questions put to him by the attorneys, he did admit that the cows he sold as H.S. Cattle were part of his farming operation, not the sale barn, thus making them farm products and not inventory. The trial court based this finding upon the testimony and evidence presented at trial. Although there may have been evidence to the contrary, “[djoubts about whether the evidence supports the court’s findings of fact are to be resolved in favor of the successful party’s ‘version of the evidence and of all inferences fairly deducible therefrom which are favorable to the court’s action.’ ” Maryhouse, 473 N.W.2d at 474.
[¶ 19.] The question presented to the trial court was to determine the priority of claims. The question presented to this Court was whether Feldman’s ownership of the cows gave Feldman and AgStar priority over American and Fin-Ag. The trial court determined based on the evidence, that Feldman and AgStar were es-topped from claiming that Shaull did not have sufficient rights in the cows for a security interest to attach. Based upon the record, we cannot say that the trial court was clearly erroneous. The trial court is affirmed on all issues.
[¶ 20.] GILBERTSON, Chief Justice, and KONENKAMP, Justice, and TRIMBLE, Circuit Court Judge, sitting by Order of the Court, concur.
[¶ 21.] JOHNS, Circuit Court Judge, dissents.
[¶ 22.] JOHNS, Circuit Court Judge, sitting for SABERS, Justice, disqualified.
[¶ 23.] TRIMBLE, Circuit Court Judge, sitting for ZINTER, Justice, disqualified.