First Nat. Bank in Pierre, SD v. Feeney

393 N.W.2d 458, 2 U.C.C. Rep. Serv. 2d (West) 676, 1986 S.D. LEXIS 321
CourtSouth Dakota Supreme Court
DecidedSeptember 24, 1986
Docket15034
StatusPublished
Cited by9 cases

This text of 393 N.W.2d 458 (First Nat. Bank in Pierre, SD v. Feeney) is published on Counsel Stack Legal Research, covering South Dakota Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
First Nat. Bank in Pierre, SD v. Feeney, 393 N.W.2d 458, 2 U.C.C. Rep. Serv. 2d (West) 676, 1986 S.D. LEXIS 321 (S.D. 1986).

Opinions

MORGAN, Justice.

Defendant-third party plaintiff Pat Fee-ney (Feeney) appeals from judgment of the trial court granting First National Bank in Pierre (Bank) a money judgment against Feeney. The trial court determined that Bank had a valid security interest in ear corn taken by Feeney from Robert Woldt (Woldt), manager of Oahe Land and Cattle Company (Oahe). We affirm.

In 1981, Woldt was manager of Oahe lands near Pierre. As part of his duties, Woldt negotiated with Bank for operating funds. On March 3, 1981, Woldt signed a note as manager for Oahe, with Oahe as maker and Bank as payee. This note was secured by a security agreement which included 1981 crops as collateral. Woldt also signed the security agreement in his managerial capacity. This note was a renewal of a prior note due Bank from Oahe.

On that same date, Woldt signed a second note, with himself as maker and Bank as payee. This note was not secured. Woldt obtained the funds from this note to cash rent the land he had been managing for Oahe. Woldt intended to raise feed crops for his own benefit.

In December 1981, Woldt and Feeney were negotiating the purchase by Feeney of ear com Woldt harvested that year (1981 crops). An agreement was never reached, however, sometime thereafter Feeney appropriated approximately 290 tons of this corn. Shortly thereafter, Bank initiated this action, claiming a valid security interest in the corn taken by Feeney. Following trial, the court ordered Feeney to pay Bank for the value of this interest. Woldt was ordered to reimburse Feeney for some cattle and grazing deals they had entered into. These Woldt/Feeney deals are extraneous to this appeal. Feeney then filed a notice to appeal that portion of the judgment awarding Bank a money judgment against him. He specifically noted he was not appealing the trial court’s award of a judgment in his favor against Woldt. Woldt then attempted to appeal that portion of the judgment affecting him. This court dismissed his appeal for failure to timely file his brief. (# 15064 order dated November 14, 1985).

On appeal, Feeney raises only one issue. He claims the trial court erred in determining that Bank had a valid security interest in the com he appropriated. Feeney initially contends that Bank’s security agreement was with Oahe, not Woldt, and that the corn Feeney took was Woldt’s alone. Fee-ney claims, therefore, that Oahe did not have “rights in the collateral” under SDCL 57A-9-204 (prior to 1982 amendment) and thus Bank could not have a valid security interest if its debtor (Oahe) did not have rights in the collateral. Secondly, Feeney argues that even if we are to hold Oahe had rights in the collateral, Bank did not give value for its security agreement, and thus the Bank’s interest did not attach to the collateral.

We first note that the findings of fact of the trial court will not be disturbed on appeal unless clearly erroneous. SDCL 15-6-52(a); Wiggins v. Shewmake, 374 N.W.2d 111 (S.D.1985). In applying this standard, we will overturn the findings of the trial court when, after a review of all the evidence, we are left with a definite and firm conviction that a mistake has been made. Wiggins, supra.

[460]*460Feeney argues that Oahe had no rights in the corn, and thus the Bank’s security interest did not attach under SDCL 57A-9-204. As a general proposition, the rule Feeney is relying upon is correct. “If a debtor encumbers ‘his asset’ and it turns out not to be his asset, the Article Nine secured party is generally out of luck.” J. White & R. Summers, Uniform Commercial Code § 23-4, at 795 (1st ed. 1972). Essentially, Feeney’s argument rests upon the claims by Woldt that the crop was his individually, not Oahe’s, and that Woldt had supplied the money and labor needed to harvest the corn. The question then becomes what rights did Oahe have in Woldt’s com crop?

The phrase ‘rights in the collateral’ as used in [§ 57A-9-204] has no clear definition. However, the code recognizes that a debtor who does not own the collateral may nonetheless use the collateral for security, thereby acquiring ‘rights in the collateral,’ when authorized to do so by the actual owner of the collateral.

General Motors Accept. Corp. v. Washington Tr. Co., 120 R.I. 197, 386 A.2d 1096, 1098-99 (1978). See also K.N.C. Wholesale, Ind. v. AWMCO, Inc., 56 Cal.App.3d 315, 128 Cal.Rptr. 345 (1976). Accord State Bank of Young America v. Vidmar Iron, 292 N.W.2d 244 (Minn.1980); Brown v. United States, 622 F.Supp. 1047 (D.S.D.1985).

In this situation, it is clear Oahe obtained “rights in the collateral” through the consent of Woldt, the actual owner. Woldt signed the security agreement which pledged the 1981 crops for Oahe’s debt. Moreover, Woldt testified:

A. I signed with the intent that the bank had the security agreement until such time the $173,000 was advanced and at that time the security interest would be transferred....
Q. So it was your intention at the time you signed that that the security agreement covered this property?
A. Certainly.
Q. Even though it was yours and not belonging to Oahe?
A. Certainly.

Thus, Oahe obtained rights in the collateral pursuant to Woldt’s consent and actions, and Bank’s security interest could attach.

Even though Oahe had the necessary rights in the corn, we must probe further, since in many cases a problem of notice to third parties arises when the owner and debtor are not the same entity. In order to fulfill the formal requisites of a financing statement and be enforceable against subsequent, innocent third-party purchasers, the financing statement must show the names of both the debtor and the owner of the collateral when they are not the same person. SDCL 57A-9-402(l). See SDCL 57A-9-105(l)(d) (“debtor” as used in 57A-9-402(l) includes owner of collateral).

In K.N.C., supra, the California court determined that where the debtor and owner are not the same person, the secured party cannot file its financing statement in the name of the debtor alone and be relieved of the notice requirement. Dual filing is necessary to insure innocent third parties are given adequate notice of the secured parties’ interest. Unless a filing is made under both parties’ names, a third party may index only the owner’s file and find no interest filed against the property.

Bank did not file a financing statement against Woldt individually. Thus, an innocent third party may have been misled into thinking there was no security interest in the ear com.

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First Nat. Bank in Pierre, SD v. Feeney
393 N.W.2d 458 (South Dakota Supreme Court, 1986)

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Bluebook (online)
393 N.W.2d 458, 2 U.C.C. Rep. Serv. 2d (West) 676, 1986 S.D. LEXIS 321, Counsel Stack Legal Research, https://law.counselstack.com/opinion/first-nat-bank-in-pierre-sd-v-feeney-sd-1986.