D & L Equipment Inc. v. Wells Fargo Equipment Finance, Inc. (In Re D & L Equipment Inc.)

457 B.R. 616, 75 U.C.C. Rep. Serv. 2d (West) 525, 2011 U.S. Dist. LEXIS 100223, 2011 WL 3946814
CourtDistrict Court, E.D. Michigan
DecidedSeptember 6, 2011
Docket10-14965. Bankruptcy No. 10-72623
StatusPublished
Cited by1 cases

This text of 457 B.R. 616 (D & L Equipment Inc. v. Wells Fargo Equipment Finance, Inc. (In Re D & L Equipment Inc.)) is published on Counsel Stack Legal Research, covering District Court, E.D. Michigan primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
D & L Equipment Inc. v. Wells Fargo Equipment Finance, Inc. (In Re D & L Equipment Inc.), 457 B.R. 616, 75 U.C.C. Rep. Serv. 2d (West) 525, 2011 U.S. Dist. LEXIS 100223, 2011 WL 3946814 (E.D. Mich. 2011).

Opinion

OPINION AND ORDER AFFIRMING BANKRUPTCY COURT’S OPINION REGARDING SUFFICIENCY OF COLLATERAL DESCRIPTION IN FINANCING STATEMENT

GERALD E. ROSEN, Chief Judge.

I. INTRODUCTION

In the present appeal arising from a Chapter 11 bankruptcy proceeding, Debt- or/Appellant D & L Equipment Inc. challenges a December 1, 2010 opinion and accompanying December 9, 2010 order in which the Bankruptcy Court ruled that a Uniform Commercial Code (“UCC”) financing statement filed by Appellee Wells Fargo Equipment Finance, Inc. (“Wells Fargo”) sufficiently identified Wells Fargo’s interest in the portion of Debtor’s inventory financed by Wells Fargo after it stepped into the shoes of a prior lender. Following a hearing on this matter, the Bankruptcy Court permitted the parties to file post-hearing briefs, and then issued a written opinion deciding the issue in favor of Wells Fargo. Debtor contends that the Bankruptcy Court erred in this ruling, and that the financing statement relied on by Wells Fargo (and the court below) should be deemed effective, at best, to perfect Wells Fargo’s security interest in the items financed by the prior lender, but not the items subsequently financed by Wells Fargo.

Having reviewed the parties’ written submissions and the pertinent portions of the record on appeal, the Court finds that oral argument would not significantly aid the decisional process, and that it is appropriate to resolve this appeal “on the briefs.” See Local Rule 7.1(f)(2), Eastern District of Michigan. For the reasons set forth below, the Court affirms the Bankruptcy Court’s ruling in all respects.

II. FACTUAL AND PROCEDURAL BACKGROUND

Debtor/Appellant D & L Equipment Inc. (“Debtor”) owns a fleet of industrial crushing, screening and conveying equipment, and it sells and leases this equipment for use primarily in road construction and improvement. On May 4, 2000, Debtor and The CIT Group/Equipment Financing, Inc. (“CIT”) entered into a security agreement, under which CIT agreed to provide com *618 mercial floor plan financing to Debtor for its use in acquiring stone crushing equipment for its inventory. To secure repayment, Debtor granted CIT a security interest in the stone crushing equipment acquired through this financing. '

To perfect its security interest, CIT filed a UCC-1 financing statement with the Michigan Secretary of State on September 30, 2005, naming CIT as the secured party and describing the collateral as follows:

Equipment and inventory financed by The CIT Group/Equipment Financing, Inc., which are held for sale or lease, or which are returned goods, together with all present and future attachments, accessories, substitutions, replacements, accessions and additions thereto, instruments, accounts, rental and contract rights now existing or hereafter arising with respect to the foregoing and all cash and non cash proceeds thereof.

(Appellee’s Br., Exhibit 1.)

In 2007, Appellee Wells Fargo Equipment Finance, Inc. (“Wells Fargo”) stepped into CIT’s shoes as a secured creditor when it purchased CIT’s interest in the floor plan financing arrangement •with Debtor. On October 17, 2007, Wells Fargo filed a UCC-3 amendment to the above-cited financing statement with the Michigan Secretary of State, identifying itself as the secured party. The collateral description, however, was not amended, but continued to reference equipment and inventory “financed by [CIT].”

In January of 2008, Debtor and Wells Fargo executed certain amendments and supplements to the financing arrangement, through which Wells Fargo agreed to continue to provide Debtor with financing to acquire additional equipment for its inventory. More recently, on April 26, 2010, Wells Fargo filed a UCC-3 continuation statement with the Michigan Secretary of State to prevent its security interest from lapsing. Again, the collateral description in this continuation statement was not amended, and the language at issue has remained unchanged since the original UCC-1 financing statement filed by CIT.

Shortly before Debtor filed for bankruptcy protection on October 25, 2010, it defaulted under the terms of the security agreement by failing to make the required payments. Wells Fargo brought suit in state court to recover possession of the equipment financed under the security agreement, and on October 19, 2010, the state court entered an order granting Wells Fargo possession of the collateral.

After Debtor filed its bankruptcy petition, Wells Fargo filed a motion with the Bankruptcy Court, seeking an order that would either prohibit Debtor from continuing to use the equipment in which Wells Fargo claimed a security interest or, alternatively, require Debtor to make “protection” payments to Wells Fargo as a precondition to the use of this equipment. In response to this motion, Debtor disputed that the security interest claimed by Wells Fargo was properly perfected as to certain items in Debtor’s inventory — namely, the equipment that had been financed by Wells Fargo, as opposed to CIT. Upon considering this question, the Bankruptcy Court held that the financing statement and associated UCC filings reflecting the security interests of Wells Fargo and its predecessor, CIT, sufficiently identified the collateral that was subject to these security interests, and thus served to perfect Wells Fargo’s interest as to all of the equipment financed by either CIT or Wells Fargo. Debtor now appeals from this ruling.

III. ANALYSIS

A. The Standards Governing This Appeal.

In the present appeal, Debtor challenges the Bankruptcy Court’s ruling on a purely *619 legal question — namely, whether Wells Fargo properly perfected its security interest in the items in Debtor’s inventory financed by either Wells Fargo or its predecessor, CIT. To the extent that the resolution of this issue turns upon facts, the pertinent facts are not in dispute. Accordingly, because this appeal implicates only questions of law, this Court reviews de novo the Bankruptcy Court’s resolution of these legal issues. See First National Bank of Barnesville v. Rafoth (In re Baker & Getty Financial Services, Inc.), 974 F.2d 712, 717 (6th Cir.1992).

B. The UCC Filings Made by Wells Fargo and Its Predecessor, CIT, Were Sufficient to Provide Notice of Wells Fargo’s Security Interest, and Any Errors or Omissions Did Not Render These Filings Seriously Misleading.

1. The Contents of a Valid UCC Financing Statement.

Because this appeal turns upon the adequacy of the UCC filings made by Wells Fargo and its predecessor, CIT, the Court begins with a brief survey of the UCC provisions that define the contents of a valid UCC financing statement.

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457 B.R. 616, 75 U.C.C. Rep. Serv. 2d (West) 525, 2011 U.S. Dist. LEXIS 100223, 2011 WL 3946814, Counsel Stack Legal Research, https://law.counselstack.com/opinion/d-l-equipment-inc-v-wells-fargo-equipment-finance-inc-in-re-d-l-mied-2011.