Stephens v. Angelina National Bank, Lufkin

772 S.W.2d 545, 1989 Tex. App. LEXIS 1852, 1989 WL 78776
CourtCourt of Appeals of Texas
DecidedJune 1, 1989
DocketNo. 09-88-179 CV
StatusPublished

This text of 772 S.W.2d 545 (Stephens v. Angelina National Bank, Lufkin) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Stephens v. Angelina National Bank, Lufkin, 772 S.W.2d 545, 1989 Tex. App. LEXIS 1852, 1989 WL 78776 (Tex. Ct. App. 1989).

Opinion

OPINION

BROOKSHIRE, Justice.

Appeal resulting from a suit on three promissory notes held and owned by the [546]*546bank. The trial was to the Bench. The bank ■ alleged that Mr. Vastine Stephens individually and d/b/a Audio Works, was a general partner. The bank took the position that Mr. Vastine Stephens was a general partner with his son, Coy Stephens, also a partner. The notes were signed by Coy Stephens as the other partner.

Before the State court proceedings, Coy Stephens had filed for protection under the bankruptcy laws. A stipulation was entered into at the beginning of the trial. In part, the stipulation stated that the notes were signed by the other partner, the debts were incurred, and the money evidenced by the notes was advanced to the partnership and that liability exists for the payment of the notes as against the partnership.

The basic issue, outside the stipulation but in relationship to the stipulation, was whether or not Vastine Stephens was a partner. A further stipulation existed as to the notes themselves, the amounts due, the interest due, the dates of the notes and the identifying numbers on the notes.

The executive vice-president of the bank testified that he was familiar with and involved in the bank’s handling of the loan to Coy and/or Vastine Stephens doing business as Audio Works. This banker was also responsible for maintaining, supervising and keeping the records of the bank. He was the custodian of these records. He testified that the notes were secured by certain collateral, being inventory, furniture, fixtures, and equipment of the partnership, Audio Works. The executive vice-president further testified from the bank’s records concerning a document which was a partnership agreement.

Both Coy and Vastine had signed the partnership agreement. There was also a signature card for the partnership, Audio Works, on which both Mr. Vastine Stephens and Mr. Coy Stephens were signatories. There was a partnership certificate that authorized borrowing by the partnership (Audio Works) from the bank signed by Coy Stephens and Vastine L. Stephens doing business as Audio Works. The agreement and documents, including the signature, cards, were admitted into evidence without objection. There was a signature card known as a commercial signature card on a commercial account entitled Audio Works. This commercial signature card was signed by Coy Stephens and Vas-tine Stephens.

A personal financial statement of Vas-tine Stephens dated May 31, 1983, was introduced into evidence without objection. The bank had come into the possession of the personal financial statement of Vas-tine Stephens because the bank had requested of Vastine proof of his financial worth. His financial statement was obtained in connection with the general course of business in conjunction with the bank’s transactions and loans to Audio Works.

The banker testified that Vastine Stephens had no other indebtednesses or obligations to the bank other than the transactions of the bank with Audio Works. Evidence, testimony and documents were admitted before the trial judge to the effect that the partnership certificate' was still fully in force and effect as to the bank’s loans to the partnership.

The record reflects convincingly and compellingly that the loans involved, or the extensions thereof, would simply not have been made to Coy Stephens alone based on Coy’s individual financial strength. The bank had definitely looked to and was definitely looking to Mr. Vastine Stephens for the financial strength and liquidity of Vas-tine’s assets in granting of the credit and loans to the partnership. The bank clearly relied on Vastine’s financial strength and liquidity in extending the loans. The record reflects that Vastine had very good assets and very low liabilities, his assets being liquid. Liquid assets meant that the same could be converted to cash easily and could be used to pay off the debts and the notes in case of need or default. We decide that there was ample, sufficient evidence and verbal testimony of strong probative force that Vastine was a general partner in the business known as Audio Works.

The inventory of Audio Works was basically automobile stereo parts of various [547]*547kinds: speakers, stereos, amplifiers, instruments, adapters, bracers, soundboards and related parts. This changing inventory was the primary physical collateral for the notes. Additionally, there were some desks, chairs, furniture and fixtures in the Audio Works’ place of business.

After a Christmas season and sale, at sometime early in the following January, the business of Audio Works was closed. The bank found out about this fact from a telephone call from a near-by owner. The bank then tried to contact Coy several times without success. Finally, Coy was contacted and Coy told the bank that he had closed the business and would not" reopen the same. Vastine declined to cooperate with the bank. Later, after some difficulty and necessary delay, the bank was able to get into the place of business of Audio Works and take an inventory of the collateral. This inventory took place probably in early or middle February of 1985.

Later, the collateral was transported by the bank to a warehouse in downtown Luf-kin for safe-keeping. At this point in time, several individual merchants were contacted and several attempts were made to obtain bids on the collateral and to dispose of the collateral by means of an early private sale. There exists some cogent evidence in the record that the bank was prevented from being able to sell the collateral at a private sale because of the intervening bankruptcy. Subsequently, the trustee in bankruptcy for Coy Stephens took possession of the collateral. This possession of the collateral was taken directly from the Angelina National Bank, Lufkin, by the bankruptcy trustee.

The bank received a formal notice of the bankruptcy proceeding which was dated April 5, 1985. The notice of the bankruptcy contained a provision generally known as an automatic stay order. This automatic stay order required the bank to desist from proceeding any further with the sale or disposition of the collateral.

There was some evidence that an undated document existed which purported to convey the 30% interest in Audio Works owned by Vastine Stephens to Coy Stephens. This undated document was, however, notarized on January 7, 1985, which was after the business closed its doors and ceased operation and shortly before the filing of the bankruptcy petition by Coy.

Also other compelling evidence exists to the effect that on the last renewal of the notes the bank would not renew the notes unless the bank had verification that Vas-tine was still a partner in Audio Works. The record reflects evidence of probative force that the bank would simply not have renewed the notes, unless the bank was satisfied that Vastine was responsibile for the said notes as well as Coy. As we understand the record, the partnership certificate came into being, was signed by Vastine, and was delivered to the bank before the notes were renewed.

After the bankruptcy notice was received containing the automatic stay order, the record reflects that the bankruptcy trustee wrote a letter to the bank in the latter part of July of 1986 requesting that the inventory and assets of Audio Works be turned over to the bankruptcy court. It is correct to state that some period of time over a year elapsed before the collateral involved was actually turned over to the bankruptcy trustee.

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Cite This Page — Counsel Stack

Bluebook (online)
772 S.W.2d 545, 1989 Tex. App. LEXIS 1852, 1989 WL 78776, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stephens-v-angelina-national-bank-lufkin-texapp-1989.