World Wide Tracers, Inc. v. Metropolitan Protection, Inc.

373 N.W.2d 839
CourtCourt of Appeals of Minnesota
DecidedNovember 1, 1985
DocketC6-85-443
StatusPublished
Cited by5 cases

This text of 373 N.W.2d 839 (World Wide Tracers, Inc. v. Metropolitan Protection, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
World Wide Tracers, Inc. v. Metropolitan Protection, Inc., 373 N.W.2d 839 (Mich. Ct. App. 1985).

Opinions

OPINION

FOLEY, Judge.

World Wide Tracers, Inc. appeals the trial court’s ruling granting partial summary judgment in favor of Metropolitan State Bank. We affirm.

FACTS

In July 1980, World Wide Tracers, Inc. (plaintiff/appellant) sold to Metropolitan Protection, Inc. (defendant) certain assets and properties.

To secure payment of the purchase price, Metropolitan Protection executed a security agreement and financing statement in favor of World Wide Tracers on July 15, 1980.

Both the security agreement and the financing statement purport to grant appellant a security interest. Both contain the following language to describe the collateral:

All of the property listed on Exhibit “A” attached hereto and made a part hereof, together with any property of the debtor acquired after July 15, 1980.

Exhibit “A” to the security agreement and financing statement is a list of equipment, furniture and fixtures owned by World Wide Tracers and sold to Metropolitan Protection. Exhibit “A” did not include any accounts receivable or contract rights.

In February 1982, respondent Metropolitan State Bank loaned money to Metropolitan Protection, which executed a promissory note in favor of the bank. Metropolitan Protection executed two security agreements in favor of the bank, which contained the following language:

All accounts of borrower now existing or hereafter at any time acquired, and all contract rights of borrower now existing or hereafter at any time arising.
All equipment now owned or hereafter acquired, including, but not limited to, office furniture and uniforms.

Metropolitan Protection also executed a financing statement in favor of the bank which contained the following language to describe the collateral:

All accounts receivable and contract rights now owned or hereafter acquired.
All equipment now owned or hereafter acquired, including, but not limited to, office furniture and uniforms.

In November 1982, appellant sued Metropolitan Protection and John Hole, Gloria Hole and Raymond C. Lundreen (also respondents), the guarantors or principals of Metropolitan Protection’s obligations. The bank answered and counterclaimed, asserting its perfected security interest in Metropolitan Protection’s accounts receivable.

Metropolitan Protection filed for relief under Chapter VII of the Bankruptcy Code in November 1982.

In April 1983, the trial court granted a default judgment in favor of World Wide Tracers against defendants John Hole, Gloria Hole and Raymond C. Lundreen.

In May 1983, defendants made a motion to vacate the default judgment. Appellant-made a motion for partial summary judgment seeking to recover Metropolitan Protection’s accounts receivable. In June, the trial court granted defendants’ motion to vacate. The court also granted respondent bank summary judgment, declaring appellant’s security agreement and financing statement failed as a matter of law to perfect its security interest in Metropolitan Protection’s accounts receivable. Appellant’s motion to vacate was denied, and on June 20, 1983 summary judgment was entered. World Wide Tracers appeals this judgment.

ISSUE

Did the trial court err in granting partial summary judgment in favor of Metropolitan State Bank, which awarded the bank [841]*841accounts receivable of Metropolitan Protection?

ANALYSIS

Appellant argues that its description of the collateral in both the security agreement and the financing statement is sufficient to perfect its security interest in the accounts receivable of Metropolitan Protection. The description attempted to secure “all property in Exhibit ‘A/ together with any property of the debtor acquired after July 15, 1980.”

This question involves interpretation of the applicable UCC provisions, as adopted by Minnesota. Under Minn.Stat. § 336.9-105(1)(1) (1982), “security agreement” means an agreement which creates or provides for a security interest. Under the UCC a security interest is not enforceable against the debtor or third parties unless the collateral is in the possession of the secured party, or the debtor has signed a security agreement which contains a description of the collateral. See Minn.Stat. § 336.9-203(1)(a) (1982).

In most instances, a financing statement must also be filed to perfect the security interest. See Minn.Stat. § 336.9-302 (1982).

A financing statement is sufficient if it gives the name of the debtor and the secured party, is signed by the debtor, gives an address of the secured party and the debtor, and “contains a statement indicating the types or describing the items of collateral.” Minn.Stat. § 336.9-402(1) (1982).

For the purposes of both the security agreement and the financing statement,

... any description of personal property or real estate is sufficient whether or not it is specific if it reasonably identifies what is described.

Minn.Stat. § 336.9-110 (1982).

The courts have interpreted these provisions to determine how specific collateral descriptions in security agreements and financing statements must be to establish a security interest.

The Minnesota Supreme Court discussed the different specificity requirements for financing agreeménts and security agreements in Talcott, Inc. v. Franklin National Bank of Minneapolis, 292 Minn. 277, 194 N.W.2d 775 (1972). There, the court decided that a security agreement that gave plaintiff an interest “in all goods (as defined in Article 9 of the U.C.C.) whether now owned or hereafter acquired ...” sufficiently described the collateral. In that case, the financial statement specifically described the collateral.

The court stated that the principal function of a description of the collateral in a security agreement is to enable the parties themselves or their successors in interest to identify it, particularly if the secured party has to repossess the collateral or reclaim it in a legal proceeding. Id. at 286-87, 194 N.W.2d at 782. While the court did not reach the issue of the financing statement, it stated in a footnote:

The function of a financing statement is different than that of a security agreement in that the primary purpose of the former is to warn third parties and to place a limit upon what the creditor can take from the debtor, his other creditors, or a referee in bankruptcy. Better practice might dictate that, in framing a description in a financing statement, it be made more restrictive than “all goods” or “all goods except inventory.” In the instant case, however, that problem does not arise, and we are not called upon to decide where to draw the line because, although plaintiffs security agreement was very broad and did cover all goods except inventory, its financing statement was much narrower and specifically covered only the debtor’s construction equipment and motor vehicles ...

Id. at 287, 294 N.W.2d at 782, n. 3.

The guidance of Talcott

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World Wide Tracers, Inc. v. Metropolitan Protection, Inc.
373 N.W.2d 839 (Court of Appeals of Minnesota, 1985)

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