Maine Guarantee Authority v. Triple A Sugar Corp. (In re Triple A Sugar Corp.)

3 B.R. 240, 28 U.C.C. Rep. Serv. (West) 1197, 1980 Bankr. LEXIS 5450
CourtUnited States Bankruptcy Court, D. Maine
DecidedMarch 17, 1980
DocketBankruptcy No. 77-63ND; Adv. 77-72
StatusPublished
Cited by1 cases

This text of 3 B.R. 240 (Maine Guarantee Authority v. Triple A Sugar Corp. (In re Triple A Sugar Corp.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, D. Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Maine Guarantee Authority v. Triple A Sugar Corp. (In re Triple A Sugar Corp.), 3 B.R. 240, 28 U.C.C. Rep. Serv. (West) 1197, 1980 Bankr. LEXIS 5450 (Me. 1980).

Opinion

MEMORANDUM OPINION

CONRAD K. CYR, Bankruptcy Judge.

The Maine Guarantee Authority [MGA], the Creditors’ Committee and the debtor in possession have submitted to the court, as arbitrator, for final decision, certain issues raised by the proof of claim of the MGA and by the objection and counterclaim of the debtor in possession. The first issue for consideration by the court is whether the security interest of the MGA in personal property of the debtor was properly perfected at the commencement of these proceedings.

At the time of the purchase of its sugar refinery, Pine Tree Sugar Beet Growers, Inc. [Pine Tree] granted MGA a security interest in machinery, equipment and fixtures, which was duly perfected by the timely filing of legally sufficient financing statements correctly identifying Pine Tree Sugar Beet Growers, Inc. as the debtor. Approximately nine months later, Pine Tree concluded successful negotiations with ACLI International, Inc. [ACLI] and K. Patzenhoffer, Inc. [Patzenhoffer] for additional capital. Prior to the completion of these negotiations, Pine Tree changed its name to Triple A Sugar Corporation. ACLI and Patzenhoffer conditioned their advances to Pine Tree upon MGA’s consent to a deferment of certain principal and interest payments due MGA. MGA evidenced its consent by entering into a written agreement to that effect with Triple A Sugar Corporation.1

The debtor in possession contends that the security interest of the MGA in personal property of the debtor was unperfected on April 14, 1977, the date of the filing of the Chapter XI petition, because the financing statements, though correct when filed, did not correctly identify the debtor following its name change. The debtor in possession concedes that the financing statements were sufficient when filed, but insists that the failure of the MGA to refile or otherwise reflect the name change vitiated the original filings and gave rise to an unper-fected secret lien voidable under Bankruptcy Act § 70c. The MGA was informed in writing more than a year before the commencement of the Chapter XI proceedings that the debtor had changed its name to Triple A Sugar Corporation,2 but was it the duty of the MGA to supplement the public record?

The version of Maine Uniform Commercial Code section 9-402 governing the instant transaction imposed no statutory duty that a secured party cause the public record to reflect a debtor name change neither contemplated nor accomplished prior to the filing of the original financing statement. But cf. In re Kalamazoo Steel Process, Inc., 503 F.2d 1218 (6th Cir. 1974) [secured party aware of impending name change before [242]*242filing of original financing statement]; In re Conger Printing Co., Inc., 18 UCC Rep. 224 (B.J.D.Or.1975) [parties agree to name exchange following secured transaction]. Since that time, the notice filing system has been further flawed by the enactment of Maine Uniform Commercial Code section 9 — 402(2)(d) expressly negating any such responsibility.3

In order to perfect a Code security interest, a secured party need only file a bare-bones financing statement, signed by the debtor, containing the name and address of the secured party, the name and a mailing address of the debtor, and a statement indicating the types of collateral.4 The Code criteria for a sufficient financing statement are as relaxed as they are simple. A financing statement is effective notwithstanding the fact that it contains “minor errors which are not seriously misleading.” 5 A financing statement remains effective for up to five years,6 without updating, “even though the debtor’s residence or place of business ... or the location of the collateral or its use, whichever controlled the original filing, is thereafter changed.”7

Notice filing is so uncomplicated from the standpoint of secured parties that the large volume of reported litigation over the simple requisites of a sufficient financing statement is surprising.8 The concomitant burdens on those forced to rely upon the public record are not inconsequential. Unless the skeletal information contemplated by section 9-402 is generously supplemented by the secured party, the burden of search may be heavy. Furthermore, the burden of further inquiry by the file searcher may be undertaken to no avail.9 These are inevitable and therefore, presumably, intended consequences of legislative adoption of notice filing. Beyond that, however, section 9-402 makes the searcher an indemnitor against “minor” errors of the secured party,10 a fact which has prompted this court to interpret its provisions with a view to the purposes of the Code filing system.11 Moreover, the searcher, not the secured party, bears the burden of indexing error by the filing officer,12 a fact which suggests the need for particular concern in circumstances where indexing correctly per[243]*243formed fails to reveal a financing statement under the name of the debtor due to error on the part of the secured party.

The entire purpose of the Code filing system is to provide a reliable means by which to learn of the possible existence of consensual liens on property of the debtor.13 Judicial14 and legislative15 sympathy for errant secured parties has weakened important Code protections designed to ensure the notice opportunity upon which true notice filing depends. Yet there appears to be little legislative inclination to preserve essential notice-filing criteria even when Code simplism threatens to deprive the notice-filing system of any notice-giving utility whatever.16

Financing statement errors which prevent the notice-filing system from functioning should never be considered minor, and are always misleading. As an example, a designation of the debtor as “Pine Tree Sugar Beet Growers, Inc.,” rather than “Triple A Sugar Corporation,” resulting in the indexing of the financing statement under a name in no way resembling the correct name of the debtor, would unquestionably foreclose access to the MGA financing statement. The failure of the MGA to supplement the public record upon learning of the name change had exactly the same effect in succeeding years. It prevented interested persons not actually aware of the name change from learning of the MGA security interest.

Maine Uniform Commercial Code section 9-402(2)(d) not only relieves the secured party of any obligation to supplement the public record in these circumstances, it attempts no coordination between the liberal statutory provisions permitting corporate name changes17 and the statutory requirements of a sufficient financing statement under the Uniform Commercial Code, notwithstanding the fact that the Secretary of State is responsible for indexing and maintaining 18 the public records kept in connection with both statutes. In the absence of any requirement that a secured party update its financing statement following a name change by the debtor and in the interest of safeguarding the Code filing system, it would seem appropriate that there be cross-indexing.

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Bluebook (online)
3 B.R. 240, 28 U.C.C. Rep. Serv. (West) 1197, 1980 Bankr. LEXIS 5450, Counsel Stack Legal Research, https://law.counselstack.com/opinion/maine-guarantee-authority-v-triple-a-sugar-corp-in-re-triple-a-sugar-meb-1980.