Credit Alliance Corp. v. First National Bank & Trust Co. of Washington (In re Jebco Coal Co.)

11 B.R. 849, 32 U.C.C. Rep. Serv. (West) 1623, 1981 Bankr. LEXIS 3590
CourtDistrict Court, W.D. Pennsylvania
DecidedJune 10, 1981
DocketBankruptcy No. 79-890; Adv. No. 80-287
StatusPublished

This text of 11 B.R. 849 (Credit Alliance Corp. v. First National Bank & Trust Co. of Washington (In re Jebco Coal Co.)) is published on Counsel Stack Legal Research, covering District Court, W.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Credit Alliance Corp. v. First National Bank & Trust Co. of Washington (In re Jebco Coal Co.), 11 B.R. 849, 32 U.C.C. Rep. Serv. (West) 1623, 1981 Bankr. LEXIS 3590 (W.D. Pa. 1981).

Opinion

MEMORANDUM OPINION

JOSEPH L. COSETTI, Bankruptcy Judge.

Credit Alliance Corporation (Credit Alliance) instituted this proceeding by filing a Complaint for Relief from Stay provided under 11 U.S.C. § 362 naming First National Bank & Trust Co. of Washington, Pennsylvania (First National) and Jebco Coal Co. (Jebco) as defendants. The trial was held on December 1, 1980.

HISTORY

On November 2, 1979, Jebco filed for relief under Chapter 11 of the Bankruptcy Code. At the time of the filing, Jebco had an interest in a 1974 Hough Payloader, Model No. 400c (Hough) under a lease option agreement with Equico Lessors (Equi-co). Equico, Credit Alliance and First National all claimed an interest in the Hough pursuant to various security agreements. Under the terms of the lease option agreement with Equico, Jebco was entitled to acquire title to the Hough free and clear of Equieo’s interest upon the payment of $12,-000.00.

On January 3, 1980, Jebco, with the consent of Credit Alliance and First National, obtained leave of court to borrow $12,000.00 from First National to exercise its option with Equico. This loan was to be secured by a security interest in favor of First National, senior to the liens of the pre-Chapter 11 security interests of Credit Alliance and First National. The loan was concluded, the option exercised and the Hough ultimately sold by Jebco for $55,-000.00. After repayment of the $12,000.00 loan to First National with interest, the net proceeds from the sale were deposited in a joint escrow pending the outcome of this adversary proceeding.

Additional equipment subject to the same conflicting claims of Credit Alliance and First National has been sold, and the proceeds from this sale have been added to the joint escrow. It appears that the escrow account now contains approximately $57,-470.87. Two additional pieces of equipment worth approximately $25,000.00 are also subject to this dispute.

The issue to be decided is which of the two secured creditors, Credit Alliance or First National, has the prior perfected security interest in the proceeds deposited in the joint escrow and the other equipment.

FACTS

Credit Alliance’s claim of a security interest arises from a financing statement filed on January 20, 1975. The maturity date of this financing statement is disputed by the parties. About January 14, 1975 Credit Alliance financed the purchase by Jebco of the Fiat-Allis Loader and a 1974 Fiat-Allis Model HD21B Tractor from Highway Equipment Company. Jebco’s obligation was evidenced by a Conditional Sale Contract Note (Note) dated January 14, 1975, which provided that Jebco granted Credit Alliance a security interest in the two pieces of equipment being purchased. On January 20, 1975, Credit Alliance filed the Standard Form UCC-1, the entire Note, the Payment Schedule, and Highway Equipment’s assignment to Credit Alliance as a financing statement in the Office of the Prothonotary of Fayette County and in the Office of the Secretary of the Commonwealth in Harrisburg.

The Standard Form UCC-1 contained a specific box # 3 labeled “Maturity Date (optional)”. Box # 3 was left blank. However box # 5 labeled “This Financing Statement covers the following type of property” contained the following: “All machinery, inventory, equipment and goods as described in attached entire agreement and/or in any schedule prepared in connection therewith, this UCC Form together with the attached security agreement and/or schedule are being submitted for filing herewith as a financing statement.” The Conditional Sale Contract Note explicitly described a 1974 Fiat-Allis HD21B and [851]*851a 1974 Fiat-Allis Model 743H Loader and on the reverse side entitled “Terms and Conditions” contains these provisions: “... Buyer grants to Holder a security interest in any and all property wherever located, now or hereafter belonging to Buyer or in which Buyer has any interest and agrees that Holder’s security interest created by this agreement secures any and all other obligations owing by Buyer to Holder.”

Credit Alliance urges the Court to construe this provision as creating a security interest in all existing and future property of Jebco’s as well as future advances by it to Jebeo. First National argues: (1) that the Note does not contain any commitment by Credit Alliance to make future advances to Jebeo, and that the above provisions cannot be construed as granting Credit Alliance a security interest to secure future advances; (2) First National also asserts that the financing statements filed in connection with the Note have lapsed and that Credit Alliance’s later loans or advances are not protected by this 1975 Financing Statement.

On January 18, 1977, First National entered into a loan with Jebeo, which involved the refinancing of the obligation then owed by Jebeo to Credit Alliance under the 1975 Note. As part of the refinancing, Credit Alliance was to be paid and First National was to succeed to the first lien security interest. Credit Alliance supplied a payoff figure on the Jebeo obligation under the Note and was paid in full by a Cashier’s check dated January 18, 1977 from the proceeds of the 1/18/77 Loan from First National. First National filed its interests in the 1974 Fiat-Allis Model 745 Loader and the 1974 Fiat-Allis Model HD21 Tractor previously financed by Credit Alliance. In addition, Financing Statements were filed in a 1965 Fiat-Allis HD21, a 1968 Caterpillar Model 977, and a 1974 John Deere Diesel JD310.

The testimony indicated that Jebco’s president, Mr. J. R. Cornell, did not believe that Credit Alliance was obligated to lend Jebeo additional money in the future under the 1975 Note and after the Note was paid off by First National and he believed that Jebeo was free of any obligations with respect to Credit Alliance. Mr. Donald Dunst, First National’s Loan Officer, testified that he believed that there were no commitments by Credit Alliance to make further advances to Jebeo under the 1975 Note and further testified that First National believed it was receiving a first lien security interest on 4 pieces of equipment.

It is admitted that even though Jebco’s obligation to Credit Alliance under the Note was paid off in full at the time of the 1/18/77 Loan, Jebeo failed to request Credit Alliance to terminate the financing statements filed by Credit Alliance. Mr. Cornell testified that he did not have a lawyer and was unaware that he was required to give Credit Alliance written instructions to terminate the financing statements and further that Credit Alliance never informed him of this requirement.

On April 24, 1978, First National extended additional credit to Jebeo and refinanced Jebco’s 1/18/77 Loan pursuant to the terms of the 4/24/78 Loan described previously. A 1974 Hough Payloader Model H40C was added and the 1974 Fiat-Allis Model HD21 deleted from the financing statement and security agreement.

On May 10, 1978 Jebeo again borrowed $200,596.68 from Credit Alliance, executing a promissory note payable to plaintiff in that amount to purchase a 1975 Caterpillar Excavator. In order to secure payment of this note, Jebeo executed a Security Agreement/Mortgage on Goods and Chattels granting Credit Alliance a security interest in all goods, chattels, machinery, equipment, inventory, accounts, chattel paper, notes receivable, accounts receivable, furniture, fixtures and property of every kind and nature wherever located then or thereafter belonging to defendant.

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Bluebook (online)
11 B.R. 849, 32 U.C.C. Rep. Serv. (West) 1623, 1981 Bankr. LEXIS 3590, Counsel Stack Legal Research, https://law.counselstack.com/opinion/credit-alliance-corp-v-first-national-bank-trust-co-of-washington-in-pawd-1981.