Home/W.D. Kentucky/Kaiser Agricultural Chemicals v. Beaver Dam Grain, Inc. (In Re Beaver Dam Grain, Inc.)

Kaiser Agricultural Chemicals v. Beaver Dam Grain, Inc. (In Re Beaver Dam Grain, Inc.)

43 B.R. 283, 39 U.C.C. Rep. Serv. (West) 1845, 1984 Bankr. LEXIS 4881
CourtUnited States Bankruptcy Court, W.D. Kentucky
DecidedOctober 3, 1984
Docket19-30607
StatusPublished
Cited by2 cases

This text of 43 B.R. 283 (Kaiser Agricultural Chemicals v. Beaver Dam Grain, Inc. (In Re Beaver Dam Grain, Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, W.D. Kentucky primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Kaiser Agricultural Chemicals v. Beaver Dam Grain, Inc. (In Re Beaver Dam Grain, Inc.), 43 B.R. 283, 39 U.C.C. Rep. Serv. (West) 1845, 1984 Bankr. LEXIS 4881 (Ky. 1984).

Opinion

MEMORANDUM OPINION

MERRITT S. DEITZ, Jr., Bankruptcy Judge.

Here we consider whether a landlord who takes over and runs a grain elevator no longer operated by his lessee, with no contractual connection between the two beyond the lease, thereby becomes liable under a security agreement reached years earlier by the tenant and a supplier. We hold that the landlord incurs no such liability.

A key figure in our analysis is the tenant, B.C. Christopher Co. (BC), 1 which formerly did business sub nom “Beaver Dam Grain”, and in so doing planted the seeds of this controversy. Principals to the dispute are the plaintiff-supplier, Kaiser Agricultural Chemical (Kaiser), and the defendant-landlord, Beaver Dam Grain, Inc. (BDG, Inc.), 2 now bankrupt.

FINDINGS OF FACT

In February of 1977, Kaiser entered into a dealer contract 3 with BC. The contract granted Kaiser a purchase money security interest in all products sold to BC by Kaiser under their dealership agreement. The contract also gave Kaiser a security interest in the proceeds from the sale or disposition of the supplied products. During the time it operated Beaver Dam Grain as a Kaiser dealer, BC leased the business facilities it used from BDG, Inc.

On or about March 4, 1977, Kaiser properly filed a financing statement which covered all “fertilizers, agricultural materials and supplies, crop protection chemicals, aluminum culvert, and other products, now or hereafter acquired by the borrower from vender, together with the proceeds thereof.” 4 B.C. Christopher Co., d/b/a Beaver Dam Grain was listed as the debtor on the financing statement. 5

BDG, Inc. took control of Beaver Dam Grain from BC in September of 1980. BDG, Inc. operated the business in much the same manner as BC did, until it filed for bankruptcy in December of 1981. Dur *285 ing the period between October 12, 1980 and November 30, 1981, Kaiser sold to BDG, Inc. a large amount of farm products, including fertilizer, which were allegedly covered by the 1977 financing statement. All sales to the debtor by Kaiser were' made in the name of Beaver Dam Grain.

BC and BDG, Inc. are unrelated entities which have never merged, owned stock or an interest in the other, or been a subsidiary or agent of the other. The only connections between these two organizations are: 1) that BDG, Inc. leased business facilities to BC; and 2) that BDG, Inc. took over the operations of Beaver Dam Grain from BC in 1980.

CONCLUSIONS OF LAW

The issue before the court is whether the 1977 financing statement gives Kaiser a valid security interest in the fertilizer it sold BDG, Inc. between October 12, 1980 and November 30, 1981. The plaintiff argues that it has a valid and perfected security interest in the fertilizer, even though BDG, Inc. was neither a party to the financing statement nor to the. dealership/security agreement. It bases its argument on the legal principle “that a debtor cannot destroy the perfected security interest of a secured party by transferring title to the collateral or changing its name or eorpo-rate structure ...” 6 and cites more than a dozen cases as authority. This court firmly agrees with the legal reasoning of these cases, but finds that they are all clearly distinguishable on their facts from the case at the bar. In the majority of these cases, the courts have allowed a security interest to be asserted against a “successor” entity because it was merely the original debtor with a new name. 7 In the remaining cases cited by the plaintiff, the courts concluded that security interests remained valid where the original debtor had changed only its legal business form or both its name and form. 8

In the present case, the original security agreement and financing statement supposedly covering the fertilizer in question, arose between BC and Kaiser. 9 Three years after the filing of the financing statement, BC transferred the operations of Beaver Dam Grain to an unrelated entity, BDG, Inc. Under Kentucky law, a security interest must “attach” in order for it to be valid. 10 A security interest attaches when: 1) there is an agreement between the parties that the interest is to attach; 2) value is given; and 3) the debtor has rights in the collateral. Here, Kaiser’s security interest in the fertilizer it sold to the debtor never attached for there was no agreement between the parties. 11 Even if *286 the security interest had attached, it would still be unperfeeted under Kentucky law because the 1977 Kaiser/BC financing statement does not meet the statutory requirements of KRS 355.9-402 for a valid financing statement covering a security agreement between the debtor and Kaiser. 12

In conclusion, the court notes that the takeover of Beaver Dam Grain’s operations by BDG, Inc. from BC was done in a casual manner with no attention to legal formalities. 13 There is nothing in the record to suggest a merger, acquisition, or even a purchase and sale. What apparently happened was that a landlord simply stepped in and continued a line of business that had been abandoned by his lessee. Kaiser was aware of this change 14 and chose not to enter into a security agreement with the new operator of Beaver Dam Grain, BDG, Inc. Kaiser’s failure to secure its interest in the products it sold to the debtor cannot be excused, under these circumstances, by BC’s and BDG, Inc.’s noncomplianee with certain legal requirements attendant to the transfer of a business. Therefore we hold that the security interest which Kaiser Agricultural Chemical claims in the fertilizer it sold to Beaver Dam Grain, Inc., is invalid and that its claim should be deemed unsecured. The court further holds that the trustee is authorized to sell the fertilizer and place the proceeds with the other funds being held for the debtor’s estate.

*287

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Bluebook (online)
43 B.R. 283, 39 U.C.C. Rep. Serv. (West) 1845, 1984 Bankr. LEXIS 4881, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kaiser-agricultural-chemicals-v-beaver-dam-grain-inc-in-re-beaver-dam-kywb-1984.