New Oil, Inc. v. First Interstate Bank of Commerce

895 P.2d 871, 28 U.C.C. Rep. Serv. 2d (West) 1331, 1995 Wyo. LEXIS 82, 1995 WL 314557
CourtWyoming Supreme Court
DecidedMay 24, 1995
DocketNo. 93-262
StatusPublished
Cited by3 cases

This text of 895 P.2d 871 (New Oil, Inc. v. First Interstate Bank of Commerce) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
New Oil, Inc. v. First Interstate Bank of Commerce, 895 P.2d 871, 28 U.C.C. Rep. Serv. 2d (West) 1331, 1995 Wyo. LEXIS 82, 1995 WL 314557 (Wyo. 1995).

Opinion

THOMAS, Justice.

The only issue in this case is whether First Interstate Bank of Commerce (Bank) held a valid security interest in an oil field pumping unit superior to any interest claimed by New Oil, Inc. and its president, Ben R. Doud (New Oil). The resolution of the case is controlled by the provisions of the Uniform Commercial Code (UCC) which govern the perfection of a security interest. The trial court determined there was no genuine issue of material fact and ruled, under applicable law, the Bank had a perfected security interest in the pumping unit superior to any interest of New Oil. The trial court granted partial summary judgment to the Bank, ruling it was entitled to possession of the pumping unit and the proceeds of any sale of the unit. The record demonstrates the trial court correctly determined there was no genuine issue of material fact; the Bank complied with the applicable provisions of the UCC in perfecting its security interest; and the trial court correctly applied the law to the facts. The Partial Summary Judgment by the trial court is affirmed.

New Oil, in its Brief of the Appellant, states the only issue to be:

1. Did the district court err in concluding that the Plaintiff had a valid and perfected security interest in the pumping [872]*872unit which was entitled to priority over the interests of the Defendant, New Oil, Inc.?

The Bank, in its Brief of Appellee, presents this statement of the issues:

A. Have the claims of New Oil and Doud become moot by reason of their settlement with the remaining parties wherein New Oil and Doud were paid for the value of the disputed pumping unit?
B. Did the court err in ruling on cross-motions for summary judgment that First Interstate had a valid security interest in Lufkin Pumping Unit Model # C640D-356-144, Serial # F-28456-F?
C. Did the court err in ruling on cross-motions for summary judgment that First Interstate’s security interest in the Lufkin Pumping Unit was superior to any interest claimed by New Oil, and that any interest of New Oil in the Lufkin Pumping Unit was subject to the security interest of First Interstate?
D. Did the court err in ruling that First Interstate Bank was entitled to possession of the Lufkin Pumping Unit, and that the counterclaims of Doud and New Oil should be dismissed?
E. Is First Interstate entitled to an award of the costs for this appeal because the Appellants have no reasonable cause for an appeal in accordance with Rule 10.05, WRAP.?

The material facts are straightforward. In November of 1988, three individuals formed a partnership under the name of Century Energy (Partnership). The business purpose of the Partnership was to produce oil and gas and, in carrying out that business purpose, the Partnership acquired oil field drilling equipment, including two Lufkin 640 Pumping Units with Serial Nos. F-28456-F (F pump) and E-27892-F (E pump). The serial number for a pumping unit is located on the Sampson Post, which consists of the base and the upright post of the unit.1

In June of 1989, the Partnership applied for, and received, a loan from the Bank. A security agreement was executed, which created a security interest in favor of the Bank with respect to both the F pump and the E pump. Various other assets of the Partnership were also subject to the security interest. The Bank filed a corresponding financing statement with the Campbell County clerk on July 5, 1989. The financing statement was executed by all three partners and covered “the following type (or items) of property:”

All rights and interest that debtor has arising out of the attached Exhibit “A.” Also secured by all machinery and equipment, furniture and fixtures, accessions, inventory, accounts, instruments, documents, chattel paper, and general intangibles, now owned or hereafter acquired and wherever located.

The F pump and the E pump were listed by serial number in Attachment “A.”

In October of 1991, two of the partners agreed to purchase the third partner’s interest in the Partnership, and the third partner released his interest as of January 1, 1992. The surviving members of the Partnership, in June of 1992, formed a second business entity. It was a limited liability company, created by filing articles of organization with the secretary of state, and it was known as Century Energy, Ltd. (Limited). The surviving members of the Partnership intended Limited would continue the business of the original Partnership. They did not convey to Limited their Partnership interests in the F pump and the E pump and, so far as the record discloses, the Partnership and Limited continued as separate business entities.

Later in 1992, Limited became indebted to New Oil in the amount of $21,250. On February 26,1993, Limited signed an agreement with New Oil which purported to transfer the F pump to New Oil in “full and final satisfaction of all monies owed by Century [Limited] to New Oil * * * and New Oil hereby accepts the same ‘where is, as is.’ ” New Oil then stored the F pump in the yard of Cyclone Drilling.

[873]*873Sometime in the next two months, Limited sold the E pump to another firm. That firm had notice of the Bank’s security interest in the E pump, and it tendered the purchase price for that pump to the Bank. The Bank applied the proceeds to the debt of the Partnership and released its security interest in the E pump by a partial release filed with the county clerk on March 3,1993. In April, the Bank became aware the F pump was stored in Cyclone Drilling’s yard, and New Oil claimed ownership. New Oil advised the Bank it intended to sell the F pump, regardless of any claim on the part of the Bank. Acting on advice of its attorney, the Bank then caused a notice of its security interest to be welded to the F pump.

The Bank brought this declaratory judgment action to have its rights to the F pump determined. New Oil counterclaimed, seeking a declaratory judgment to establish its interest in the pump and also claiming damages for trespass, interference with contract, slander of title, negligence, malicious prosecution, abuse of process, and outrageous conduct. The parties filed their respective motions for summary judgment, and a hearing was held by the district court. The district court then entered the Partial Summary Judgment, ruling the Bank had a valid security interest in the F pump that was superior to any claim by New Oil. The court also ruled the Bank was entitled to possession of the F pump and dismissed counts I through VII of the counterclaim of New Oil. This appeal is from the Partial Summary Judgment.

Both the Bank and New Oil argued the effect of provisions found in Article 2 of the UCC relating to sales. This case, however, is controlled by the provisions of Article 9 of the UCC which govern secured transactions. Limited’s agreement to convey the F pump to New Oil was made to satisfy Limited’s antecedent debt to New Oil. That debt was incurred prior to the transfer on February 26, 1993. That transaction was not a sale of goods from one merchant to another as contemplated by Article 2 of the UCC. The provisions of Article 9 of the UCC establish the Bank’s interest, created by the security agreement from the Partnership and perfected by the filing of that security interest.

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895 P.2d 871, 28 U.C.C. Rep. Serv. 2d (West) 1331, 1995 Wyo. LEXIS 82, 1995 WL 314557, Counsel Stack Legal Research, https://law.counselstack.com/opinion/new-oil-inc-v-first-interstate-bank-of-commerce-wyo-1995.