Lincoln Bank & Trust Company v. Queenan

344 S.W.2d 383, 1 U.C.C. Rep. Serv. (West) 609, 1961 Ky. LEXIS 223
CourtCourt of Appeals of Kentucky (pre-1976)
DecidedMarch 10, 1961
StatusPublished
Cited by25 cases

This text of 344 S.W.2d 383 (Lincoln Bank & Trust Company v. Queenan) is published on Counsel Stack Legal Research, covering Court of Appeals of Kentucky (pre-1976) primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lincoln Bank & Trust Company v. Queenan, 344 S.W.2d 383, 1 U.C.C. Rep. Serv. (West) 609, 1961 Ky. LEXIS 223 (Ky. 1961).

Opinions

PALMORE, Judge.

This case raises four questions concerning the recording requirements of the Uniform Commercial Code (KRS Chapter 355) as affected, vel non, by certain other statutes. They are: As a condition precedent to recording a financing statement that otherwise complies with Code § 9-402,

(1) Does KRS 382.270 require acknowl-edgement of the statement?

(2) Does KRS 382.330 require that the maturity date or dates of the security obligation covered by the statement be shown ?

(3) Does KRS 382.675 require that motor vehicles in a dealer’s inventory be registered (i. e., licensed under the provisions of KRS Chapter 186) ?

(4) Must the obligation of the secured party under KRS 186.195 be satisfied? If so, the incidental question arises, do the recording requirements of the Code also apply in order to perfect the security interest?

[385]*385The trial court’s answer to questions (1), (2) and (3) was “no” and to both parts of question (4) was “yes.” We agree.

Text material covering the philosophy and objectives of the Uniform Commercial Code is available in such abundance that we need not record any of it here. Especially apropos of the particular subject under consideration is the monograph, “Secured Transactions,” by Oscar Spivack (American Law Institute, 1960).

The Code represents an entirely new approach in .several areas of commercial law, and especially as to security transactions. Its adoption in this state signifies a legislative policy to join with other states in achieving uniformity. Code § 1-102(2) (c). The realization of this purpose demands that so far as possible the meaning of the law be gathered from the instrument itself, unfettered by anachronisms indigenous to the respective jurisdictions in which it is in force. Cf. 50 Am. Jur. 480 (Statutes, § 465). Accepting that principle, we adopt as a rule of construction that the Code is plenary and exclusive except where the legislature has clearly indicated otherwise.

Broadly speaking, a nonpossessory security interest created by written agreement of the parties may be perfected as against third parties by recording a .public notice, the formal requisites of which are set forth in Code § 9-402. This notice, or financing statement, is a paper separate and apart from the security agreement itself, although a copy of the agreement may suffice as the financing statement if it is signed by both parties and meets the other requirements of § 9-402(1). § 9-402 does not require that the financing statement be acknowledged and does not require the maturity of the secured obligation to be disclosed.

Article 10 of the act adopting the Code (Chapter 77, Acts of 1958) repealed several chapters and sections of the Kentucky Revised Statutes by specific reference. However, as counsel for the intervenor General Motors Acceptance Corporation has expressed it, “the search for and express repeal of specific inconsistent statutory provisions on such a scale is a formidable and exacting task.” It is inevitable that the unfolding years will witness the discovery of inconsistencies and obsolete matter that escaped initial detection and will reveal “knotty halfway related points” between pre-existing statutes and the provisions of the Code. Cf. Handbook of the National Conference of Commissioners on Uniform State Laws and Proceedings of the Annual Conference, 1958, p. 116.

KRS 382.270 and 382.330, veteran sections of the general statutes relating to conveyances and encumbrances, respectively provide (a) that no deed of trust or mortgage of real or personal property shall be valid against innocent third parties unless “acknowledged or proved according to law and lodged for record,” and (b) that no deed, deed of trust or mortgage may be recorded unless it states the date and maturity of the secured obligation.

It is possible by various reasoning, as counsel have ably demonstrated, to harmonize these two statutes with the provisions of the Code. But the cleanest answer is simply that neither of them can have any ■ application to a secured transaction falling within the scope of the Code. We so hold.

With respect to maturity dates, the intent of the framers and the clear import of Code § 9-403 is that if a filed financing statement shows a maturity date beyond 5 years from the date of filing, or fails to show any maturity date, it is effective for a period of 5 years from the date of filing, subject to renewal by a continuation statement.

KRS 382.675, enacted in 1958 (Chapter 82, Section 11), provides as follows :

“No instrument conveying or reserving a security interest in a motor [386]*386vehicle shall be recorded until such vehicle has been properly registered. The county clerk shall record such instrument as directed in this chapter and in KRS Chapter 186.”

By “Chapter” is meant Chapter 82 of the Acts of 1958, which extensively amended the provisions of KRS Chapter 186 relating to the registration and licensing of motor vehicles. KRS 186.070 specifically permits manufacturers and dealers to operate, for purposes of sale and delivery in the course of their business, motor vehicles that have not been registered. Such vehicles must, when operated on the highways of the state, bear dealer plates, which are not issued on any particular vehicle, but are issued to the dealer or manufacturer personally. To say, therefore, that a security transaction covering a motor vehicle could not be noted of record until the vehicle has been registered would have the practical effect of limiting the use of dealer plates to manufacturers and dealers who do not need to credit finance their inventories. We do not believe the legislature intended such a result and therefore conclude that KRS 382.675 does not apply to unregistered vehicles in inventory of the manufacturer or dealer for purpose of sale.

The last question is the most treacherous. We have in Kentucky a statute, KRS 186.195, originally enacted in 1958 (Chapter 82, § 4) to take effect at the same time as the Code on July 1, 1960, which is intended to effect the benefits of the so-called motor vehicle “certificate of title” laws prevailing in other states, but without removing the fee business from the county clerks. Instead of providing for central filing of the title document, or the central issuance of a title certificate, it makes use of the registration receipt issued by the county clerk.

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Bluebook (online)
344 S.W.2d 383, 1 U.C.C. Rep. Serv. (West) 609, 1961 Ky. LEXIS 223, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lincoln-bank-trust-company-v-queenan-kyctapphigh-1961.