In re Beardsley

2000 ME 24, 745 A.2d 986, 140 U.C.C. Rep. Serv. 2d (West) 1134, 2000 Me. LEXIS 24
Supreme Judicial Court of Maine·Decided February 10, 2000·Published

Opinions

ALEXANDER, J.

[¶ 1] The United States Bankruptcy Court for the District of Maine (Bangor, Haines, C.J.) has certified the following question pursuant to M.R.' Civ. P. 76B for this Court’s determination of Maine law:

Is the [11 M.R.S.A. § 9-302(l)(d) ] dollar value limitation on the exception to the filing requirements for perfection of purchase money security interests in consumer goods pegged to the “amount financed” for the purchase of each item or is it pegged to the “amount financed” in each transaction in which consumer goods are purchased?

The resolution of this question hinges on the construction to be given to 11 M.R.S.A. § 9 — 302(l)(d) (Supp.1999),1 for which there [987] are “no clear controlling precedents in the decisions of the Supreme Judicial Court.” M.R. Civ. P. 76B(a). We conclude that section 9-302(l)(d) automatically perfects purchase money security interests in consumer goods without filing only if the amount of credit extended for purchase of consumer goods in any one transaction is less than $2000.

I. BACKGROUND

[¶ 2] The facts are taken from the Bankruptcy Court’s certification order and stipulations entered into by the parties. On May 1, 1997, Boyce Beardsley purchased on credit in a single invoice transaction a clearing saw, a dump cart, and a mower deck for personal, family, and household use. Beardsley applied for and received credit from Whirlpool Financial National Bank (WFNB) for the combined $2,773.94 purchase price of the three items. The terms of the credit transaction are governed by a cardholder agreement that grants WFNB a purchase money security interest in each piece of equipment purchased by Beardsley.2 The agreement provides that each of Beardsley’s installment payments, to the extent it goes toward principal reduction, is first applied against the balance on the item first purchased or, in the case of several items purchased on the same day, toward the item with the lowest price. As the purchase price of each item is satisfied, the security interest in that item is released. WFNB did not file a UCC-1 financing statement in order to perfect its security interest in Beardsley’s equipment.

[¶ 3] On July 17, 1998, Beardsley filed a petition in bankruptcy pursuant to Chapter 13 of the United States Bankruptcy Code. See 11 U.S.C. §§ 1321 & 1322. Pursuant to 11 U.S.C. §§ 544(a) & 551, the Chapter 13 Trustee has asserted his power to avoid WFNB’s security interest because, the Trustee maintains, it is unper-fected and, therefore, subordinate to the interest of the Trustee as a hypothetical lien creditor. Beardsley has proffered a Chapter 13 plan that proposes to pay to WFNB less than the full value of the collateral securing his' obligation. The Bankruptcy Court cannot approve Beardsley’s plan absent a determination that WFNB’s security interest in the collateral is unperfected. See 11 U.S.C. §§ 506(a), 1325(a)(5)(B)(ii).

[¶4] It is not disputed that WFNB’s security interest has attached to each of the goods at issue. Pursuant to 11 M.R.S.A. § 9-203, WFNB’s security interests attached to each item at the moment Beardsley bought it, because Beardsley had signed a security agreement describing the collateral, WFNB had “given value,” and Beardsley had acquired “rights in the collateral.” See 11 M.R.S.A. § 9-203(1). It is also undisputed that WFNB’s security interests are purchase money in nature. See 11 M.R.S.A. § 9-107. The question for the Court is whether WFNB’s security interests are perfected.

[115] If section 9-302(l)(d) is read to apply separately to each item purchased in the transaction, then WFNB has a perfected security interest in each item because the cost for each item was well below $2000. If section 9-302(l)(d) is read to apply to the total amount financed in a single transaction involving the purchase of several items, then WFNB’s security interest is unperfected because the financing statement is unfiled and the amount financed exceeds $2000.

[988] II. DISCUSSION

[¶ 6] Maine’s version of article 9, section 302(l)(d) of the Uniform Commercial Code, is unique. All but three states have enacted the version of section 302(l)(d) recommended by the uniform commissioners, which provides for automatic perfection of purchase money security interests in consumer goods regardless of the cost per item or the amount financed. See, e.g., Mass. Gen. Laws Ann. ch. 106, § 9 — 302(l)(d) (West 1999).3 Kansas and Maryland limit the automatic perfection of purchase money security interests in consumer goods to items with a “purchase price” of $3000 or less. See Kan. Stat. Ann. § 84 — 9—302(l)(d) (1998); Md. Code Ann., Com. Law I § 9-302(l)(d) (1997).4 Only Maine has chosen to limit automatic perfection with language based on the “amount financed.” The legislative history does not indicate why this language was adopted.

[¶ 7] Section 9 — 302(l)(d) provides:

(1) A financing statement must be filed to perfect all security interests except the following:
(d) A purchase money security interest in consumer goods where the amount financed, as defined in Title 9-A, section 1-301, subsection 5, is less than $2,000

11 M.R.S.A. § 9-302 (1995).

[¶ 8] Thus, section 9-302 looks to the Maine Consumer Credit Code for its definition of “amount financed.” Section 1-301(5) of Title 9-A, the Maine Consumer Credit Code, defines “amount financed” as “the amount of credit of which the consumer has actual use [as] computed pursuant to section 2-501 and section 8-206, subsection 1, paragraph B.” 9-A M.R.S.A. § 1-301(5) (1997). Section 2-501 of the Consumer Credit Code allows creditors to contract for and receive certain charges in conjunction with the issuance of credit, such as annual fees, insurance costs, and late fees. See 9-A M.R.S.A. § 2-501 (1997). Section 8-206(l)(B) provides the method that a creditor must employ to calculate the “amount financed” for purposes of the Consumer Credit Code’s truth-in-lending disclosure requirements. See 9-A M.R.S.A. § 8-206(l)(B) (1997).5

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In re Beardsley, 2000 ME 24, 745 A.2d 986, 140 U.C.C. Rep. Serv. 2d (West) 1134, 2000 Me. LEXIS 24 (Me. 2000).

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