[275]*275PER CURIAM1
Healthcare Financial Partners Funding, Inc. (HCFP), executed a loan and security agreement with the defendants.2 It later perfected a security interest in the defendants’ receivables. Defendants were ordered into receivership, which lasted from August 4, 1998, to August 17, 1998. The receiver collected $ 177,891.39 of receivables for services rendered by the defendants before the receivership. The division of aging found successor operators for the defendants’ facilities, who promptly paid the facilities’ employees for work completed before the receivership.
On January 12, 1999, the receiver moved to reimburse the successor operators, out of the collected receivables, for the amounts that the successors paid. Invoking its perfected security interests, HCFP objected to the reimbursement. Nearly six months after the receivership terminated, on February 2, 1999, the circuit court found that enforcing HCFP’s security interest would be unconscionable within the meaning of section 198.115.3 The court authorized the receiver to reimburse the successor operators for advancing the missed payrolls. The remainder of the collected receivables would be paid to HCFP.
The trial court erroneously declared and applied the law as found in sections 198.112 and 198.115.1. The judgment is reversed, and the case is remanded.
I.
It is undisputed that HCFP had a perfected security interest in the collected receivables. HCFP’s right to the receivables was superior to that of any other parties in this case, see section 400.9-301, unless other statutes authorize the receiver to dishonor HCFP’s security interest.
Section 198.112 prescribes the powers of a receiver in a nursing home receivership under section 198.099. Section 198.112(8) provides that the receiver “[sjhall receive and expend in a reasonable manner the revenues of the facility due on the date of the order of appointment as receiver, and to become due during the receivership.” By section 198.112(9), the receiver “[sjhall do all acts necessary or appropriate to conserve the property and promote the health, safety or care of the residents of the facility.” Section 198.112(10) provides:
Except as hereinafter specified in section 198.115, [the receiver] shall honor all leases, mortgages, secured transactions or other wholly or partially exec-utory contracts entered into by the facility’s operator or administrator while acting in that capacity, but only to the extent of payments which become due or are for the use of the property during the period of the receivership.
Under section 198.115.1:
A receiver may not be required to honor any lease, mortgage, secured transaction or other wholly or partially executory contract entered into by the facility’s operator or administrator while acting in that capacity, if the agreement is unconscionable. Factors which shall [276]*276be considered in determining the uncon-scionability include, but are not limited to, the following:
(1) The person seeking payment under the agreement was an affiliate of the operator or owner at the time the agreement was made;
(2) The rental, price, or rate of interest required to be paid under the agreement was substantially in excess of a reasonable rental, price or rate of interest at the time the agreement was entered into.
When construing statutes, this Court ascertains the intent of the legislature from the language used and gives effect to that intent. Gott v. Director of Revenue, 5 S.W.3d 155, 158 (Mo. banc 1999). The provisions of a legislative act are not read in isolation but construed together and read in harmony with the entire act. Id. at 159-60. The language of a statute is given its plain and ordinary meaning. Spradlin v. City of Fulton, 982 S.W.2d 255, 258 (Mo. banc 1998). Language is clear and unambiguous if plain and clear to one of ordinary intelligence. Wolff Shoe Co. v. Dir. of Revenue, 762 S.W.2d 29, 31 (Mo. banc 1988).
Reading the statutes together — and harmonizing them — the receiver shall receive and expend revenues in a reasonable manner. Section 198.112(8). It is reasonable to honor a secured transaction as provided in section 198.112(10).
The receiver shall do “all acts necessary or appropriate to conserve the property and promote the health, safety or care of the residents of the facility.”- Section 198.112(9). On the facts in this case, honoring HCFP’s security interest as provided in section 198.112(10) — instead of reimbursing the successor operators — does not impair the property or the health, safety or care of the residents of the facility.
The court of appeals previously considered whether, under section 198.112, the receiver may dishonor HCFP’s security interest in order to reimburse pre-receiv-ership payrolls. State v. Colonial Healthcare Ctr., Inc., 3 S.W.3d 798, 800 (Mo.App.1999); State v. Cedars Nursing Ctr., Inc., 3 S.W.3d 803, 805 (Mo.App.1999). The court found no ambiguity in subdivisions 8 and 9 of section 198.112. However, the court held that section 198.112(10) — requiring the receiver to honor security interests-seemingly conflicted with subdivisions 8 and 9.
Two competing interests confronted the receiver in this ease. On one hand, the receiver was obligated to do what was necessary to take care of the facility’s residents. On the other hand, the receiver was obligated to honor the facility’s valid security interests. These obligations conflicted because the receiver had to pay the missed payroll to protect the facility’s residents and the funds available to make such payroll were encumbered by a security interest.
Colonial, 3 S.W.3d at 801-02; Cedars, 3 S.W.3d at 806.
The Colonial and Cedars cases incorrectly hold that the subdivisions of section 198.112 conflict. When subdivisions 8, 9 and 10 are read in harmony with section 198.115, no conflict exists. To the extent the rationale of Colonial and Cedars is to the contrary, it is overruled.
Absent express definition, statutory language is given its plain and ordinary meaning, as typically found in the dictionary. Am. Healthcare Mgmt., Inc. v. Dir. of Revenue, 984 S.W.2d 496, 498 (Mo. banc 1999) (citation omitted). The dictionary defines “unconscionable” as “1 Not conscionable; unreasonable.... 2 Not guided or controlled by conscience; unscrupulous— 3 Outrageous; egregious.” Web[277]*277ster’s Third New International Dictionary 2763 (3d ed.1976).
A court also may consider other legislative or judicial meanings of a term. See Citizens Elec. Corp. v. Dir. of Revenue,
Free access — add to your briefcase to read the full text and ask questions with AI
[275]*275PER CURIAM1
Healthcare Financial Partners Funding, Inc. (HCFP), executed a loan and security agreement with the defendants.2 It later perfected a security interest in the defendants’ receivables. Defendants were ordered into receivership, which lasted from August 4, 1998, to August 17, 1998. The receiver collected $ 177,891.39 of receivables for services rendered by the defendants before the receivership. The division of aging found successor operators for the defendants’ facilities, who promptly paid the facilities’ employees for work completed before the receivership.
On January 12, 1999, the receiver moved to reimburse the successor operators, out of the collected receivables, for the amounts that the successors paid. Invoking its perfected security interests, HCFP objected to the reimbursement. Nearly six months after the receivership terminated, on February 2, 1999, the circuit court found that enforcing HCFP’s security interest would be unconscionable within the meaning of section 198.115.3 The court authorized the receiver to reimburse the successor operators for advancing the missed payrolls. The remainder of the collected receivables would be paid to HCFP.
The trial court erroneously declared and applied the law as found in sections 198.112 and 198.115.1. The judgment is reversed, and the case is remanded.
I.
It is undisputed that HCFP had a perfected security interest in the collected receivables. HCFP’s right to the receivables was superior to that of any other parties in this case, see section 400.9-301, unless other statutes authorize the receiver to dishonor HCFP’s security interest.
Section 198.112 prescribes the powers of a receiver in a nursing home receivership under section 198.099. Section 198.112(8) provides that the receiver “[sjhall receive and expend in a reasonable manner the revenues of the facility due on the date of the order of appointment as receiver, and to become due during the receivership.” By section 198.112(9), the receiver “[sjhall do all acts necessary or appropriate to conserve the property and promote the health, safety or care of the residents of the facility.” Section 198.112(10) provides:
Except as hereinafter specified in section 198.115, [the receiver] shall honor all leases, mortgages, secured transactions or other wholly or partially exec-utory contracts entered into by the facility’s operator or administrator while acting in that capacity, but only to the extent of payments which become due or are for the use of the property during the period of the receivership.
Under section 198.115.1:
A receiver may not be required to honor any lease, mortgage, secured transaction or other wholly or partially executory contract entered into by the facility’s operator or administrator while acting in that capacity, if the agreement is unconscionable. Factors which shall [276]*276be considered in determining the uncon-scionability include, but are not limited to, the following:
(1) The person seeking payment under the agreement was an affiliate of the operator or owner at the time the agreement was made;
(2) The rental, price, or rate of interest required to be paid under the agreement was substantially in excess of a reasonable rental, price or rate of interest at the time the agreement was entered into.
When construing statutes, this Court ascertains the intent of the legislature from the language used and gives effect to that intent. Gott v. Director of Revenue, 5 S.W.3d 155, 158 (Mo. banc 1999). The provisions of a legislative act are not read in isolation but construed together and read in harmony with the entire act. Id. at 159-60. The language of a statute is given its plain and ordinary meaning. Spradlin v. City of Fulton, 982 S.W.2d 255, 258 (Mo. banc 1998). Language is clear and unambiguous if plain and clear to one of ordinary intelligence. Wolff Shoe Co. v. Dir. of Revenue, 762 S.W.2d 29, 31 (Mo. banc 1988).
Reading the statutes together — and harmonizing them — the receiver shall receive and expend revenues in a reasonable manner. Section 198.112(8). It is reasonable to honor a secured transaction as provided in section 198.112(10).
The receiver shall do “all acts necessary or appropriate to conserve the property and promote the health, safety or care of the residents of the facility.”- Section 198.112(9). On the facts in this case, honoring HCFP’s security interest as provided in section 198.112(10) — instead of reimbursing the successor operators — does not impair the property or the health, safety or care of the residents of the facility.
The court of appeals previously considered whether, under section 198.112, the receiver may dishonor HCFP’s security interest in order to reimburse pre-receiv-ership payrolls. State v. Colonial Healthcare Ctr., Inc., 3 S.W.3d 798, 800 (Mo.App.1999); State v. Cedars Nursing Ctr., Inc., 3 S.W.3d 803, 805 (Mo.App.1999). The court found no ambiguity in subdivisions 8 and 9 of section 198.112. However, the court held that section 198.112(10) — requiring the receiver to honor security interests-seemingly conflicted with subdivisions 8 and 9.
Two competing interests confronted the receiver in this ease. On one hand, the receiver was obligated to do what was necessary to take care of the facility’s residents. On the other hand, the receiver was obligated to honor the facility’s valid security interests. These obligations conflicted because the receiver had to pay the missed payroll to protect the facility’s residents and the funds available to make such payroll were encumbered by a security interest.
Colonial, 3 S.W.3d at 801-02; Cedars, 3 S.W.3d at 806.
The Colonial and Cedars cases incorrectly hold that the subdivisions of section 198.112 conflict. When subdivisions 8, 9 and 10 are read in harmony with section 198.115, no conflict exists. To the extent the rationale of Colonial and Cedars is to the contrary, it is overruled.
Absent express definition, statutory language is given its plain and ordinary meaning, as typically found in the dictionary. Am. Healthcare Mgmt., Inc. v. Dir. of Revenue, 984 S.W.2d 496, 498 (Mo. banc 1999) (citation omitted). The dictionary defines “unconscionable” as “1 Not conscionable; unreasonable.... 2 Not guided or controlled by conscience; unscrupulous— 3 Outrageous; egregious.” Web[277]*277ster’s Third New International Dictionary 2763 (3d ed.1976).
A court also may consider other legislative or judicial meanings of a term. See Citizens Elec. Corp. v. Dir. of Revenue, 766 S.W.2d 450, 452 (Mo. banc 1989). “Unconscionable”—in section 153 of the Restatement (Second) of Contracts—is “an inequality so strong, gross, and manifest that it must be impossible to state it to one with common sense without producing an exclamation at the inequality of it.” Peirick v. Peirick, 641 S.W.2d 195, 197 (Mo.App.1982); Schlottach v. Schlottach, 873 S.W.2d 928, 932 (Mo.App.1994)(separation agreements in dissolution cases). In the UCC, an agreement or contract is “substantively unconscionable if there is undue harshness in the terms of the contract.” World Enters., Inc. v. Midcoast Aviation Servs., Inc., 713 S.W.2d 606, 611 (Mo.App.1986).
A term in a statute must be considered in context. Weiss v. Rojanasathit, 975 S.W.2d 113, 117 (Mo. banc 1998). Here, by making the mandate of section 198.112(10)—requiring the receiver to hon- or secured transactions—subject to the exception in section 198.115.1, the legislature intended to protect the rights of secured parties.
In normal circumstances, the statutory scheme requires a receiver to honor security agreements unless they are found to be unconscionable under section 198.115.1. Although section 198.115.1 does not define “unconscionable,” it states two factors to be considered in determining unconsciona-bility:
(1) The person seeking payment under the agreement was an affiliate of the operator or owner at the time the agreement was made;
(2) The rental, price, or rate of interest required to be paid under the agreement was substantially in excess of a reasonable rental, price or rate of interest at the time the agreement was entered into.
Section 198.115.1(1), (2). Both these factors emphasize the time that the agreement was “made” or “entered into.” They reflect a concern that the agreement should not be “unconscionably” advantageous to the person enforcing a security interest. Both factors also focus on the parties to the agreement. Although section 198.115.1 states that the listed factors are not exclusive, these factors Alústrate the scope of the statute. Schudy v. Cooper, 824 S.W.2d 899, 901 (Mo. banc 1992). These factors are not present in this case.
The receiver contends that the statutory mandate to do “all acts necessary ... to ... promote the health, safety or care of the residents” is a factor in determining unconscionability. See section 198.112. According to the receiver, HCFP’s security agreements are unconscionable and subject to dishonor because the facilities’ employees would not continue work without being paid, causing the facilities to close, thereby uprooting of the residents and adversely affecting their health, safety and care. This scenario did not exist here. The receiver did not request to spend collected receivables to pay the missed payrolls. The receiver requested only to reimburse the successor operators for advancements made to meet payrolls.
In a different case, a court may reasonably authorize a receiver to dishonor a security interest if necessary for the continued operation of the facilities. In this case, there are no such facts.
II.
The receiver alternatively argues that the trial court properly authorized reimbursement because HCFP did not “carry its burden of showing that payment [278]*278of the wages was deleterious to its security interest,” citing Colonial, Cedars, and State ex rel. Ashcroft v. St. Louis No. 2, Inc., 618 S.W.2d 686, 689 (Mo.App.1981). The court in Ashcroft stated:
Appellants also complain that the payment of. wage claims is inimical to their security interest. The record does refer to some security interest of appellant American Geriatric Enterprises, Inc. in Fairgrounds Manor and Hamilton Medical Center. And it is true that a receiver acquires possession of the assets subject to liens and .equities affecting the property. Edmiston v. J.C. G. — Medallion, Inc., 570 S.W.2d 306, 310 (Mo.App.1978). But the record is destitute of any evidence as to the type of security held by American Geriatric or how the receiver’s payment of the payroll promised to have been paid by appellants is deleterious to that security interest — a burden for appellants to carry. Thus, appellants’ arguments aimed at protection for their security — whatever it may be— are not here pertinent.
Id. at 688-89. This opinion cites no authority that the secured party must show that payment is “deleterious” to its security interest. Section 400.9-203 does not require that the secured party, enforcing its security interest, show that the challenged payment is “deleterious” to — as opposed to violating — its security agreement and interest. To the extent Ashcroft, Colonial and Cedars hold to the contrary, they are overruled.
III.
The circuit court erred in authorizing the receiver to dishonor HCFP’s perfected security interest and to expend the collected receivables to reimburse successor operators for monies advanced to pay defendants’ employees. In doing so, it erroneously declared and applied the law as found in sections 198.112(10) and 198.115.1. HCFP is entitled to all receivables encompassed by its perfected security interest.
The judgment is reversed, and the case is remanded.
PRICE, C.J., LIMBAUGH, WHITE, HOLSTEIN and BENTON, JJ., concur; WOLFF, J., concurs in part and dissents in part in separate opinion filed; RAHMEYER, Sp. J., concurs in opinion of WOLFF, J.
LAURA DENVIR STITH, J., not participating.