White Motor Credit Corp. v. Euclid National Bank

409 N.E.2d 1063, 63 Ohio Misc. 7, 17 Ohio Op. 3d 312, 30 U.C.C. Rep. Serv. (West) 325, 1978 Ohio Misc. LEXIS 100
CourtCuyahoga County Common Pleas Court
DecidedSeptember 25, 1978
DocketNo. 76-954508
StatusPublished
Cited by2 cases

This text of 409 N.E.2d 1063 (White Motor Credit Corp. v. Euclid National Bank) is published on Counsel Stack Legal Research, covering Cuyahoga County Common Pleas Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
White Motor Credit Corp. v. Euclid National Bank, 409 N.E.2d 1063, 63 Ohio Misc. 7, 17 Ohio Op. 3d 312, 30 U.C.C. Rep. Serv. (West) 325, 1978 Ohio Misc. LEXIS 100 (Ohio Super. Ct. 1978).

Opinion

Lawther, J.

This lawsuit concerns a replevin action brought by the plaintiff White Motor Credit Corporation against the defendant Euclid National Bank. The prayer for relief asks for the return to the plaintiff of eleven White Mobilift trucks. However, after the complaint was filed, the parties by agreement sold the property in question and deposited the proceeds of the sale in an escrow account for distribution to the party which prevails in this lawsuit.

Basically, the parties disagree as to which has the prior perfected security interest in the trucks. The facts are as follows; they are not disputed.

White Materials Handling Division of White Motor Corporation and A.A.A. Lift Truck, Inc., signed a contract on January 23, 1973, which made A.A.A. Lift Truck a dealer for White trucks in the Cleveland area. Within a month (on February 20,1973), White filed financing statements with the Ohio Secretary of State and the Cuyahoga County Recorder listing A.A.A. Lift Truck as the debtor and White Materials as the secured party. These financing statements covered all new and/or used lift trucks sold or financed by White Materials.

On August 9,1974, A.A.A. Lift Truck, Inc., merged with A.A.A. Lift Truck Leasing, Inc., the surviving corporation. Several months later, between December, 1974, and February, 1975, White Materials delivered eleven lift trucks to A.A.A. on credit. Concurrent with each delivery, White Materials conveyed for valuable consideration all interest it had in the trucks to plaintiff, White Motor Credit. (Hereinafter, White Motor Corp., White Materials Handling Division, and White Motor Credit Corp. will all be referred to [9]*9as “White”, for their individual identities have no bearing on this lawsuit).

Then, on February 10, 1975, and March 10, 1975, defendant Euclid National Bank filed financing statements with the Secretary of State and the Cuyahoga County Recorder claiming security interests in the same eleven lift trucks. It should be noted that each truck was delivered to A. A. A. before Euclid National Bank filed a financing statement concerning it.

If all the above occurred with the proper documentation, and assuming for the moment that no merger was involved, then the following analysis would hold true. White’s security interest in each truck would have been perfected earlier than Euclid National’s corresponding security interest because White’s security interest was perfected at the time of delivery, which for each truck was before the time Euclid National perfected by filing. R. C. 1309.15(A) and 1309.22(A).1 Earlier perfection would then entitle White’s security interest to priority. R. C. 1309.31(E)(2).2

However, defendant bank argues that plaintiff White never achieved a valid security interest in the lift trucks. Defendant also alleges that plaintiff filed improper financing statements and therefore never perfected any security interest.

To answer the question whether plaintiff had a valid security interest in the lift trucks, the court must first determine whether a security agreement existed, for by definition a security interest is always provided for or created by a security agreement. R. C. 1309.01(A)(8). Actually, a security agreement is just one kind of contract. Henson, Secured Transactions, Section 3-10 (1973). As such, one looks to the transaction between the debtor and the creditor to see if it is intended to have effect as security. If so, a security agreement exists. See comment to R. C. 1309.02.

Plaintiff argues that documents involved in the dealings between White and A. A. A. prove that the creation of a security interest was intended, and that a purchase money security interest was, in fact, created. Plaintiff cites clause five of the dealer’s contract between White and A.A. A. which reads: “Ti-[10]*10tie, ownership and right to possession of goods purchased by the Dealer hereunder shall remain in the Companies [White] at Dealer’s risk until the purchase price thereof and interest are fully paid,” and then refers the court to R. C. 1301.01(KK) which states: “The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer, section 1302.42 of the Revised Code, is limited in effect to a reservation of a ‘security interest.’ ”

The defendant counters this argument with evidence of provisions of the same dealer’s contract which appear to contradict the above cited clause five. Clause sixteen, for instance, says that the dealer must furnish security when requested by White. Clause twenty-four (a) refers to a similar request for security, and clause nine speaks of a security agreement executed at the time of “sale and delivery” of goods under the contract.

Both parties also point to various terms in the invoices delivered with the trucks. Defendant mentions that the sales were made on “open account” and not “floor plan”; yet, defendant presents no evidence as to the commercial meaning of the latter term. Plaintiff, on the other hand, refers the court to the reverse side of the invoices, each of which carries retention of title by the seller language similar to that found in clause five of the dealer’s contract.

To the court, though, the most important evidence in this regard involves the financing statements executed by White and A.A.A. These instruments were signed soon after the dealer’s contract was created, and their clear purpose was to create security in favor of the plaintiff. While the court does not say that financing statements by themselves can constitute security agreements, the court does believe that these financing statements read in conjunction with clause five of the dealer’s contract demonstrate an intention on the part of White and A.A.A. to provide for security. Therefore, this court finds that clause five of the dealer’s contract constitutes a valid security agreement.

Next, the defendant bank argues that, considering the factual situation, an after-acquired property clause was a necessary element of the security agreement, and that no such clause existed. After-acquired property clauses are authorized by R. C. 1309.15(C) which states: “* * *a security agreement [11]*11may provide that collateral, whenever acquired, shall secure all obligations covered by the security agreement.” This kind of clause, defendant contends, must be expressly written into the security agreement. 2 Gilmore, Security Interests, Section 35.5 (1965). However, Anderson disagrees with the above. He states that: “Where a reasonable man, looking at the description of the collateral, would recognize that it was intended to extend to replacements and additions, the security interest will have that effect.” 4 Anderson, Uniform Commercial Code, Section 9-204:9 (1971). Of the two standards, the court prefers the Anderson reasonable man test, for the statute never declares that after-acquired property clauses must be express.

Looking at the security agreement located in clause five of the dealer’s contract, one must conclude that it places a security interest upon all goods purchased on credit throughout the term of the dealer’s contract. This is the reasonable meaning of that clause, and so the court finds that the security agreement between plaintiff and defendant did contain a valid after-acquired property clause.

Third, defendant contends that plaintiff never achieved a valid security interest in the lift trucks because the security agreement (as part of the dealer’s contract) was signed by the A.A.A.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Matter of Pat Freeman, Inc.
42 B.R. 224 (S.D. Ohio, 1984)
Haus v. Barclays American Corp. (In Re Haus)
18 B.R. 413 (D. South Carolina, 1982)

Cite This Page — Counsel Stack

Bluebook (online)
409 N.E.2d 1063, 63 Ohio Misc. 7, 17 Ohio Op. 3d 312, 30 U.C.C. Rep. Serv. (West) 325, 1978 Ohio Misc. LEXIS 100, Counsel Stack Legal Research, https://law.counselstack.com/opinion/white-motor-credit-corp-v-euclid-national-bank-ohctcomplcuyaho-1978.