Girard Trust Corn Exchange Bank v. Warren Lepley Ford, Inc.

13 Pa. D. & C.2d 119, 1957 Pa. Dist. & Cnty. Dec. LEXIS 64
Pennsylvania Court of Common Pleas, Philadelphia County·Decided April 29, 1957·No. No. 2; no. 1402·Published·Cited by 1 cases

Opinion

WATERS, J.,

This proceeding is one of several arising out of the insolvency of Warren Lepley Ford, Inc., for which a receiver in equity has [121]*121been appointed. The Girard Trust Corn Exchange Bank has presented a petition for a rule to show cause why the receivers of Warren Lepley Ford, Inc., should not deliver and surrender to petitioner nine motor vehicles or the proceeds of their sale. The petition and answer set forth sufficient facts upon which to base a decision without taking testimony.

The receivers concede in their answer and new matter petitioner’s right to two Ford automobiles, serial numbers B73G100311 and U5CC166457, or the proceeds of sale thereof. We therefore find that petitioner is entitled to the two Ford automobiles, serial numbers B73G100311 and U5CC166457, or the proceeds of sale thereof, claimed in paragraph 18 of the petition.

The issue raised concerning the remaining seven motor vehicles is whether the rights of petitioner to these vehicles are preferred as against the rights of the receivers in equity. This issue must be resolved in accordance with the provisions of the Uniform Commercial Code of April 6, 1953, P. L. 3, 12a PS §1-101 et seq., hereinafter referred to as the code, which was enacted to codify all existing laws on commercial transactions.

The rights of the parties depend on the nature of the transactions in regard to each vehicle or group of vehicles similarly handled. The seven vehicles may be classified into three groups.

1. A Ford motor truck, serial number F10V6N10214. The receivers admit that the partnership, Warren Lepley Ford, executed a motor vehicle installment sale contract (exhibit D of the petition) for the truck as both buyer and seller, that the contract was assigned by the partnership to petitioner and that the books and records of Warren Lepley Ford show a balance under the said agreement of $1,085.64. The receivers state in paragraph 20 of their new matter, that the truck was [122]*122used by Warren Lepley Ford, Inc., in its business as a parts truck, that a title certificate for the vehicle was issued by the Department of Revenue of the Commonwealth of Pennsylvania to Warren Lepley Ford, Inc., and that there was noted on the title certificate an encumbrance in the amount of $1,715.25 in favor of Girard Trust Corn Exchange Bank.

2. Four Ford motor vehicles, serial numbers M6CT-116773, U6CG119015, M6CT102492 and P6CG150356. The receivers admit that Warren Lepley Ford, Inc., executed motor vehicle installment sale contracts for these vehicles as both buyer and seller (exhibits E through N inclusive of the petition), that the contracts were assigned by it to petitioner and that the books and records of the corporation show balances due on the vehicles as follows:

M6CT116773 .$2,697.71
U6CG119015 . 1,820.70
M6CT102492 . 2,101.72
P6CG150356 '. 2,577.84

These four vehicles were to have been used and were used as demonstrators.

3. Two Ford motor vehicles, serial numbers F10D6-E57761 and F50V6N35114. In the receivers’ answer to paragraph 14 of the petition, they admit that the receivers took possession of the two vehicles, that pursuant to an agreement with petitioner the receivers have sold the vehicles and hold the receipts in lieu of the vehicles and that the books and records of Warren Lepley Ford, Inc., show the latter’s indebtedness to petitioner in the amount of $1,467.88 and $2,083.23 for the two vehicles respectively. The answer of the receivers denies the remainder of the allegations of paragraph 14 of the petition, which averred that the two vehicles were covered by a wholesale credit plan (ex-[123]*123Dibit A of the petition) entered into between Warren Lepley Ford, Inc., and petitioner. That a wholesale credit plan was entered into between the parties herein was averred in paragraph 1 of the petition and admitted by the receivers. Paragraph 22 of the receivers’ new matter admits that these two vehicles were vehicles for which petitioner had paid the Ford Motor Company, which had been delivered to Warren Lepley Ford, Inc., and were being held by it for sale in the ordinary course of business. These admissions and averments are sufficient to justify the court in concluding that these two vehicles were intended by the parties at the time of their purchase to be covered by the wholesale credit plan. Whether the plan was adequate to cover the vehicles is a different issue and will be discussed hereinafter.

In regard to groups (1) and (2), the Ford truck and four Ford cars used as demonstrators, the motor vehicle installment sale contracts executed by Warren Lepley Ford, Inc., as both buyer and seller were a nullity or “wash sales”. In every sale there must be a buyer and a seller; a person cannot sell property to himself. However, when Warren Lepley Ford, Inc., as the purported seller assigned these contracts to petitioner, it, in effect, gave title and a security interest in these five vehicles to petitioner until all the monthly installments were paid. See exhibits D through H of petition. Bearing in mind that these five vehicles were first financed by petitioner under its wholesale credit plan with Warren Lepley Ford, Inc., when petitioner accepted the assignments of the installment sale contracts, it in effect agreed to a novation whereby financing under the installment contract was substituted for financing under the wholesale credit plan.. Petitioner thus became the holder of a security interest in the five vehicles: Code, sections 1-201(37), [124]*1249-102(1) (a). The status of the receivers is that of a lien creditor from the time of their appointment: Section 9-301(3) of the code:

The rights of the parties to a security transaction are set forth in article 9 and are made dependent upon whether or not the security interest has been perfected. Section 9-302 requires the filing of a financing statement to perfect a security interest, with certain exceptions listed therein, one of which is applicable to the Ford truck.

Section 9-302 provides:

“(1) A financing statement must be filed to perfect all security interests except those covered in subsection (2) and the following: . . .
“(2) The filing provisions of this Article do not apply to the assignment of a perfected security interest, or to a security interest . . .
“(b) in property subject to a statute of this state which provides for central filing of, or which requires indication on a certificate of title of, such security interests in such property.
“Compliance with any such statute is equivalent to filing under this Article.”

These provisions indicate that if a statute requires that a lien or encumbrance be noted on a certificate of title, then filing of a financing statement is not required under section 9-302 to perfect a security interest.

The Vehicle Code of May 1, 1929, P. L. 905, sec. 203, 75 PS §33, as amended, provides:

“(a) A certificate of title shall contain such description and other evidence of identification of the motor vehicle, trailer, or semi-trailer for which it is issued as the secretary may deem necessary, together with a statement of any liens or encumbrances [125]

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Girard Trust Corn Exchange Bank v. Warren Lepley Ford, Inc., 13 Pa. D. & C.2d 119, 1957 Pa. Dist. & Cnty. Dec. LEXIS 64 (Pa. Super. Ct. 1957).

13 Pa. D. & C.2d 119 (Girard Trust Corn Exchange Bank v. Warren Lepley Ford, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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