Wilson v. First National Bank

796 F.2d 752, 15 Collier Bankr. Cas. 2d 476, 1 U.C.C. Rep. Serv. 2d (West) 1644, 1986 U.S. App. LEXIS 28034
CourtCourt of Appeals for the Fifth Circuit
DecidedAugust 11, 1986
DocketNo. 85-1457
StatusPublished
Cited by12 cases

This text of 796 F.2d 752 (Wilson v. First National Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Wilson v. First National Bank, 796 F.2d 752, 15 Collier Bankr. Cas. 2d 476, 1 U.C.C. Rep. Serv. 2d (West) 1644, 1986 U.S. App. LEXIS 28034 (5th Cir. 1986).

Opinion

GOLDBERG, Circuit Judge:

I. Introduction

This bankruptcy case involves a revolving line-of-credit and accounts receivable financing arrangement entered into by the Missionary Baptist Foundation of America, Inc. (“the Debtor”) and the First National Bank at Lubbock, Texas (“the Bank”). The Debtor operated a group of affiliated nursing homes as separate corporations in Texas and other states. The Debtor had a chronic cash-flow problem, because its primary source of income was medicare and medicaid cost reimbursement payments that were typically not received until a month or more after services had been rendered.1

In an attempt to remedy this problem the Debtor negotiated a $500,000 line of credit at the Bank on June 12, 1979.2 The Loan Agreement was signed by the cognizant officers of each of the Debtor’s affiliated corporations, which were listed at the beginning of the document.3 The term of this financing was limited to six months, with automatic extensions for additional [755]*755six-month periods unless either party terminated the Agreement in the manner provided for. A separate Security Agreement was also executed by the parties the same day.4

Pursuant to these agreements an arrangement was set up whereby the Debt- or’s medicare and medicaid reimbursement payments would be received directly at the Bank. As the payments arrived they were immediately applied to the Debtor’s loan balance, which could then be re-extended up to the maximum of $500,000.

Even this amount of credit proved insufficient, however, so on May 29, 1980, the Debtor took out a separate $350,000 loan at the Bank. This loan was also secured by the Debtor’s accounts receivable.5

During the summer of 1980 the Debtor’s financial situation began to deteriorate rapidly. Overdrafts of more than a million dollars began appearing on the Debtor’s account. The Bank notified the Debtor in June that it was reviewing the situation and would renew the $500,000 master note for only three months. The Bank also requested extensive financial information and documentation from the Debtor.

On October 14, 1980, the Bank notified the Debtor that it was terminating their financing arrangements. The Bank immediately began collecting all available assets of the Debtor and applying them to the outstanding loan balance. The Debtor’s payroll checks were no longer honored by the Bank. On October 15, 1980, the Debtor filed a petition for relief under Chapter 11 of Title 11, United States Code. That same day an officer of the Bank flew to Austin, Texas, and picked up several unprocessed warrants for payment to the Debtor’s account and brought them to the Bank later in the day.

Shortly thereafter a trustee in bankruptcy, Robert B. Wilson (“the Trustee”), was appointed. The Trustee brought suit against the Bank, alleging invalid financing arrangements, preferential payments, post-petition transfers, fraudulent conveyances, and the like. In October, 1984, the case came on for a bench trial before the Honorable Bill H. Brister in the United States Bankruptcy Court for the Northern District of Texas. The bankruptcy court ruled against the Trustee on. all counts, but did require the Bank to file an amended claim. See Memorandum and Order of Feb. 25, 1985, 48 BR 885, at 28-29. The district court, Woodward, C.J., affirmed the bankruptcy court’s judgment in all respects. See Order of June 18, 1985.

On appeal to this court the Trustee raises the following issues:

1. The Bankruptcy Court erred in determining the Bank’s purported security interest in Debtor’s accounts receivable to be valid.
2. Assuming validity of the purported security interest, the Bank improved its position during the 90 days preceding bankruptcy.
3. The Bank’s purported security interest in accounts receivable from AMH OF THE GREENBELT was not properly perfected.
4. The Trustee established all of the elements of voidable preferences against the Bank on transfers occurring within 90 days of bankruptcy-
[756]*7565. The “ordinary course of business” exception to a preferential payment is not available to the Bank as a matter of law, or in the alternative, the evidence does not establish such affirmative defense.
6. The Bank’s transfers from Debtor initiated on October 15, 1980 were violative of the automatic stay or in the alternative, were preferential payment recoverable by the Trustee.
7. The Bank’s transfers from Debtor’s account subsequent to October 15, 1980 were post-petition transfers recoverable by the Trustee.
8. The Bank’s application of $10,373.16 to the indebtedness of WEST TEXAS HOME HEALTH AGENCY on October 15, 1980 was a fraudulent conveyance recoverable by the Trustee.
9. Payment of $108,324.24 on the $350,000 note was a preferential transfer.
10. The Bank’s conduct on the date of bankruptcy and thereafter would justify subordination of its claim.
11. An award of special damages and/or attorney’s fees would be appropriate in this case.

Appellant’s Brief at vii.

II. Standard of Review

The bankruptcy court’s findings of fact will be accepted by this court unless they are clearly erroneous and its judgment will be sustained unless based on an incorrect view of applicable law. Matter of Missionary Baptist Foundation, 792 F.2d 502, 506 n. 2 (5th Cir.1986); Bankr.Rule 8013; Richmond Leasing Co. v. Capital Bank, N.A., 762 F.2d 1303, 1307-08 (5th Cir.1985); Mitsubishi International Corporation v. Clark Pipe and Supply Co., Inc., 735 F.2d 160 (5th Cir.1984); Highland Village Bank v. Bardwell, 610 F.2d 228 (5th Cir.1980). A finding of fact is clearly erroneous when “although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed.” United States v. United States Gypsum Company, 333 U.S. 364, 395, 68 S.Ct. 525, 542, 92 L.Ed. 746 (1948). Strict application of the clearly-erroneous rule is “particularly important where, as here, the district court has affirmed the bankruptcy judge’s findings.” Matter of Missionary Baptist Foundation of America, Inc. v. Huffman, 712 F.2d 206, 209 (5th Cir.1983) (citing cases). But the clearly-erroneous standard “does not inhibit an appellate court’s power to correct errors of law.” Bose Corp. v. Consumers Union of U.S., Inc., 466 U.S. 485

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796 F.2d 752, 15 Collier Bankr. Cas. 2d 476, 1 U.C.C. Rep. Serv. 2d (West) 1644, 1986 U.S. App. LEXIS 28034, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wilson-v-first-national-bank-ca5-1986.