FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER FOR DECLARATORY JUDGMENT

GREGORY F. KISHEL, Bankruptcy Judge.

This adversary proceeding for declaratory relief came on before the Court on January 10, 1990, for oral argument upon stipulated facts. Plaintiff appeared by its attorney, Gary W. Koch. Defendant Mark C. Halverson ("the Trustee") appeared for the bankruptcy estate. Defendants Roger C. Solberg and Catherine E. Solberg ("Debtors") appeared via a brief filed by Thomas P. Melloy, their attorney (Obert Knutson, Minnesota Family Farm Law Project, Southern Minnesota Regional Legal Services, of counsel). Upon the stipulated facts and the briefs and arguments of counsel, the Court makes the following order.

FINDINGS OF FACT

1. Debtors filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code on October 26, 1988. The Trustee is the duly qualified and acting trustee of their bankruptcy estate.

2. Plaintiff is an instrumentality which operates under the authority of the Farm Credit Act of 1971, as amended. Plaintiff is in the business of lending money for farming and farm-related operations, and takes real and personal-property security for its loans. It markets and sells property acquired by it through foreclosure of its mortgages and security interests. Under a recent reorganization of the regional Farm Credit system, Plaintiff is the successor-in-interest of The Federal Land Bank of Saint Paul.

3. On September 24, 1975, Debtors granted a mortgage to FLB on a half-quarter section of real estate in Waseca County, Minnesota, which they owned in fee. Debtors granted this mortgage to secure a debt to FLB in the original principal amount of $99,000.00; that debt was evidenced by Debtors' September 24, 1975 promissory note in favor of FLB.

4. On May 1, 1979, Debtors granted a mortgage to FLB on another tract, a quarter-section of Waseca County real estate which they also owned in fee. Debtors granted this mortgage to secure a debt to FLB in the original principal amount of $150,000.00; that debt was evidenced by Debtors' May 1, 1979 promissory note in favor of FLB.

5. Both of these mortgages were duly recorded in the office of the Waseca County Recorder.

6. At some point in 1986-7, Debtors defaulted in their payment obligations under the promissory notes.

7. In enforcement of its rights under the promissory notes and mortgages, Plaintiff foreclosed both mortgages by advertisement pursuant to MINN.STAT. c. 580. Pursuant to proper notice, it sold both tracts at a sheriff's foreclosure sale on October 27, 1987. Plaintiff was the successful bidder, and purchased both tracts subject to Debtors' 12-month statutory right of redemption under MINN.STAT. § 580.23 subd. 2.

8. Debtors did not claim an exemption for either tract during their bankruptcy case, whether in their initial Schedule B-4 or via a later amendment.

9. Neither Debtors nor their Chapter 7 Trustee took action to redeem either tract from Plaintiff's foreclosure.

10. Debtors have not retained physical possession of either tract; nor have they ever reaffirmed their pre-petition debt to Plaintiff.

11. On February 14, 1989, the Court entered an order in BKY 3-88-3401, granting Debtors a discharge under Chapter 7.

12. When this adversary proceeding was commenced, Plaintiff was preparing to market both tracts via public auction; in connection with the marketing, it undertook to clear title to both tracts.

13. Debtors have never made any statement or taken any action which evidences a waiver of their "rights of first refusal" under 12 U.S.C. § 2219a(b) or MINN.STAT. § 500.24.

CONCLUSIONS OF LAW I. Jurisdiction.

This is an adversary proceeding to obtain declaratory relief as to the validity, priority, or extent of Plaintiff's, Debtors', and the bankruptcy estate's relative interests in certain statutory rights which arise out of the pre-petition legal relationship between Debtors and Plaintiff. The according of declaratory relief in the federal courts is generally authorized by the Declaratory Judgment Act, 28 U.S.C. § 2201(a). In the context of Debtors' bankruptcy case, this matter is properly litigated via adversary proceeding. BANK.R. 7001(9) and (2). A judgment in the Trustee's favor would recognize enhanced property rights in the bankruptcy estate, and would result in the garnering of more value for the benefit of Debtors' creditors. Thus, as a "matter concerning the administration of the estate" and a "proceeding affecting the liquidation of the assets of the estate," this is a core proceeding. 28 U.S.C. § 157(b)(2)(A) and (O). The federal courts have jurisdiction over this dispute, 28 U.S.C. § 1334(b), and it is before the Bankruptcy Court under reference from the District Court, 28 U.S.C. § 157(a) and LOC.R.BANKR.P. (D.Minn.) 103(b). This Court has full authority to enter final judgment in this adversary proceeding. 28 U.S.C. § 157(b)(1).

II. Merits. A. The Issue, Generally.

Federal and Minnesota state legislation enacted in the mid-1980s gives farmer-borrowers certain "rights of first refusal" which they may exercise when their lenders have foreclosed mortgages against their farmland. Prior to their bankruptcy filing, Debtors and Plaintiff were in legal relationships which would have granted these statutory rights to Debtors, at some point. In this adversary proceeding, all three parties seek a declaration of the status of Debtors' and the bankruptcy estate's competing claims to the rights of first refusal, and a declaration of the procedures which Plaintiff was required to use to accord these rights to Debtors and/or the bankruptcy estate before disposing of the tracts after Debtors' bankruptcy filing. They frame three major issues which are appropriate for adjudication.

B. 12 U.S.C. § 2219a: Federal-Law Right of First Refusal.

In response to the "agricultural credit crisis" of the mid-1980s, Congress passed the Agricultural Credit Act of 1987, Pub.L. No. 100-233. The Act extensively revised various provisions of the United States Code relating to the farmer-owned cooperative Farm Credit System ("FCS"). In general, the Act was intended "to help keep farmers on the land and help turn around the condition of stressed System institutions." H.R. REP. No. 295(I), 100th Cong., 1st Sess. 52 (1987), U.S. Code Cong. Admin.News, 1987, p. 2723. As part of this effort, the Act substantially amended 12 U.S.C. § 2219a, to create a "right of first refusal" in favor of farmers who have borrowed money from FCS, and have pledged farmland to FCS as security for such loans. This right affords such farmer-borrowers an additional opportunity to regain or retain their lands after the completion of foreclosure proceedings by FCS. Congress created these rights "to give . . . farm borrowers under financial stress a fair opportunity to overcome their credit problems without adversely affecting creditor rights." Id. The parties seek declarations of their respective rights under this statutory provision, as those rights lie in the context of Debtors' bankruptcy case.

1. Who Held or Succeeded to the Federal-Law Right of First Refusal, After Debtors Filed for Bankruptcy?

As their first question, the parties request the Court to identify the party which held or succeeded to the federal-law right of first refusal, once Debtors filed for bankruptcy. The contest, of course, is between Debtors and the bankruptcy estate. 12 U.S.C. § 2219a(b) grants the farmer-borrower "an absolute right to buy the property [he has lost to FCS through foreclosure] at the appraised fair market value and an alternative right to buy the property at whatever lower price and on whatever terms [FCS] is willing to sell the property to a third party." Leckband v. Naylor, 715 F. Supp. 1451, 1453 (D.Minn. 1988). The party exercising the right, however, must act within 30 days of receiving FCS's notice of its election to sell. 12 U.S.C. § 2219a(b)(2). The Trustee acknowledges that the answer may not have great financial consequence to this estate or to any other single bankruptcy estate, given such circumstances as the short lifespan of the federal right; the right's limited or negligible utility to anyone other than working farmers; the lack of a ready market for such rights; and the likelihood that a trustee holding such rights would not be able to induce a competing prospective purchaser to buy the rights from the estate, rather than to augment the amount of its bid to FCB by an amount equivalent to the estate's requested price for the rights.

However, the outcome is of obvious interest to FCS, as a party which must afford the opportunity to exercise the right before it can clear title to real estate which it holds after foreclosure. The outcome may affect the post-bankruptcy business options of financially-distressed farmers in Chapter 7, at least in certain circumstances. Finally, the current unsettled status of these rights creates general uncertainty in the status of title to acquired real estate previously owned by debtors in bankruptcy, both during and after FCS's final disposition of it. Despite its limited financial consequence in the context of any given bankruptcy case, then, the issue is appropriately presented for decision.

As a general proposition, upon the filing of a bankruptcy petition "all legal or equitable interests of the debtor in property as of the commencement of the case" pass into the bankruptcy estate. 11 U.S.C. § 541(a)(1) (emphasis added). Congress intended the sweep of this section to be quite broad. United States v. Whiting Pools, Inc., 462 U.S. 198, 206, 103 S.Ct. 2309, 2314, 76 L.Ed.2d 515 (1983); In re Swanson, 873 F.2d 1121, 1122 (8th Cir. 1989); In re Graham, 726 F.2d 1268, 1270 (8th Cir. 1984); In re Schauer, 62 B.R. 526, 529 (Bankr.D.Minn. 1986) aff'd, 835 F.2d 1222 (8th Cir. 1987). However, "the definition [of property of the estate under § 541(a)] was not designed to enlarge the debtor's rights against others beyond those existing at the commencement of the case." In re N.S. Garrott Sons, 772 F.2d 462, 465-66 (8th Cir. 1985). The scope of property rights encompassed by § 541(a) "cannot be expanded where none existed under [nonbankruptcy] law." California Board of Equalization v. MGM Liquor Warehouse, 52 B.R. 77, 80 (D.Minn. 1985) (quoting In re Polycorp Assoc., Inc., 47 B.R. 671, 673 (Bankr.N.D.Calif. 1985)). See also In re Schauer, 835 F.2d at 1225.

The question at bar, then, is whether Debtors held a federal-law right of first refusal as of October 26, 1988, the date of their bankruptcy filing. If they did, as the Trustee urges, that right passed into the bankruptcy estate and the estate could properly attempt to recover value on account of it. The structure of § 2219a, its legislative history, and the sparse caselaw construing it, however, support Plaintiff's and Debtors' argument that Debtors' federal-law right of first refusal came into existence after their bankruptcy filing. As a post-petition acquisition, then, the right did not and could not pass into the estate.

Section 2219a(a) provides that "[a]gricultural real estate that is acquired by" FCS " shall be subject to the right of first refusal of the previous owner . . ." (emphasis added). The respective tenses of the operative verbs in this language signify that the federal right of first refusal arises and attaches only upon FCS's "acquisition" of the subject real estate. Further evidence for this conclusion is found in the provision of § 2219a(b)(1) that does not even require FCS to notify the farmer-borrower of the existence of the right until after FSC's post-acquisition election to sell. The statute clearly envisions that the farmer-borrower does not gain the right until FCS "acquires" the land through foreclosure, or via deedback from the farmer-borrower.

Under the Minnesota statute governing the foreclosure-by-advertisement procedure used by Plaintiff,

the [sheriff's] certificate [of sale in foreclosure] shall be recorded within twenty days after such sale, and when so recorded, upon expiration of the time for redemption, shall operate as a conveyance to the purchaser . . .

MINN.STAT. § 580.12 (emphasis added). The purchaser at the sheriff's sale acquires full title to the foreclosed real estate only upon expiration of the mortgagor's period for redemption from the sale. Finnegan v. Effertz, 90 Minn. 114, 116, 95 N.W. 762, 763 (1903); Lindgren v. Lindgren, 73 Minn. 90, 99, 75 N.W. 1034, 1036 (1898); Hokanson v. Gunderson, 54 Minn. 499, 503, 56 N.W. 172, 173 (1893); Farmers and Merchants Bank of Preston v. Junge, 458 N.W.2d 698, 700 (Minn.App. 1990). Before the termination of the mortgagor's redemption rights, the purchaser in foreclosure holds only the right to become the unqualified owner upon expiration of the redemption period, or to receive the amount of its bid, plus interest, in redemption. Johnson v. First Nat'l Bank of Montevideo, 719 F.2d 270, 276 (8th Cir. 1983), cert. den., 465 U.S. 1012, 104 S.Ct. 1015, 79 L.Ed.2d 245 (1984).

Here, Debtors filed for Chapter 7 relief on the very last day of their one-year redemption period. Because they did not claim either tract as exempt, 11 U.S.C. § 108(b) operated to extend the redemption period for an additional 60 days, for the benefit of their bankruptcy estate. Johnson v. First Nat'l Bank of Montevideo, 719 F.2d at 278; In re Ecklund Swedlund Devel. Corp., 17 B.R. 451, 453 (Bankr.D.Minn. 1981). The estate did not redeem the property; thus, on December 26, 1988, FCS received a conveyance of the two tracts. Debtors' right of first refusal did not come into existence until that conveyance was effected.

All of this, of course, was several months after Debtors' bankruptcy filing. With certain very limited statutory exceptions, property acquired by a debtor after a bankruptcy filing does not pass into the bankruptcy estate. The federal-law right of first refusal at issue clearly does not fall within these exceptions; as a result, this right did not become property of Debtors' bankruptcy estate. Cf. Ackley State Bank v. Thielke, 920 F.2d 521 (8th Cir. 1990) (where, under nonbankruptcy law, debtor did not have a "present vested interest" in funds on deposit in joint bank account with his uncle as of date of bankruptcy filing, those funds did not become property of bankruptcy estate). Plaintiff and Debtors are entitled to a declaratory judgment in their favor on this issue.

2. Need FCS First Make a Private Offering to the Farmer-Borrower Under § 2219a(b). Before it May Make a Public Offering Under § 2219a(d)?

As their second question, the parties request a declaration as to the procedure which FCS was required to follow to accord full rights under § 2219a, given FCS's wish to offer the two tracts at a public sale pursuant to 12 U.S.C. § 2219a(d). Section 2219a(d) grants the farmer-borrower the right to match the prevailing bid in any sale "through a public auction, competitive bidding process, or other similar public offering" by FCS. Plaintiff argues that the statute does not require it to make a private offering to the farmer-borrower pursuant to § 2219a(b), before it proceeds under § 2219a(d); it maintains that the farmer-borrower has no more than the rights accorded under § 2219a(d), if it elects to sell acquired real estate via public offering.

Debtors and the Trustee argue to the contrary, citing the District Court's ruling in Leckband v. Naylor (Devitt, J.). In Leckband, a farmer-borrower sued to obtain a declaratory judgment that he was entitled to a private offering under § 2219a(b) before FCS proceeded with a public sale pursuant to § 2219a(d); he also sought injunctive relief prohibiting FCS from conducting a public sale before affording him the opportunity to purchase at appraised value under § 2219a(b). Addressing the request for declaratory relief, Judge Devitt ruled that the farmer-borrower's

right to first refusal granted by § 2219a(b) exists whether [FCS] decides to sell the property privately or through public auction. The right of first refusal established by § 2219a(b) comes into being when the seller first elects to sell the property. Nothing in that section limits the right to certain types of sales. Nor does § 2219a(d), which establishes a procedure for public sale, state that, in the event the seller elects to sell the property publicly, the right of first refusal established by § 2219a(b) is extinguished or otherwise limited.

715 F. Supp. at 1453. The only Circuit Court of Appeals to address the issue has agreed:

. . . the language of subsection (b)(1) is quite clear and needs no construction. When the institution "first elects to sell" the property it must follow the procedures set out in the remainder of subsection (b). Accordingly, when the institution "first selects to sell" the property, it must give the previous owner of the property notice of the right of first refusal to purchase the property at appraised value or to make an offer at less than appraised value. This section applies whether the property is to be sold at a private sale or a public auction. The terms of the statute are plain and unambiguous, which should be sufficient to end the discussion . . .

Payne v. Federal Land Bank of Columbia, 916 F.2d 179, 181 (4th Cir. 1990), rev'g 711 F. Supp. 851 (W.D.N.C. 1989).

The rulings in Leckband and the Circuit Court opinion in Payne take the plain language and structure of the full statute, and give them simple and true effect. As a general rule, the federal courts must give effect to all parts of a statute, if at all possible. Jarecki v. Searle and Co., 367 U.S. 303, 307-08, 81 S.Ct. 1579, 1582-83, 6 L.Ed.2d 859 (1961). If one does this with § 2219a, it is clear that its provisions are intentionally set forth in a rational and meaningful sequence. Congress structured § 2219a by first generally imposing rights of first refusal on FCS acquired real estate. Then, by succeeding subsections, it defined, delineated, and applied those rights to different sorts of situations. Section 2219a(b) clearly applies to all sales of acquired real estate, and it goes into effect as soon as FCS "first elects to sell," regardless of the contemplated process of sale. As Debtors' counsel aptly notes, one can "first" elect to do something only once. By speaking to the "sale" of acquired real estate only in general terms, and using the word "first," Congress clearly intended the broader right of first refusal to arise as soon as FCS made the simple decision to dispose of acquired real estate, and nothing more.

The wording of § 2219a(b) alone, with the remainder of the statute, is so clear on its face that reference to legislative history is probably unwarranted. That reference, however, shows that the broader congressional intent underlying § 2219a(b) was to establish

a system for notifying previous owners of the opportunity to purchase [acquired real estate] so that, whether the sale is by auction, contract or otherwise the previous owner will have an opportunity to buy back or lease back the property.

S.REP. No. 230, 100th Cong., 1st Sess. 35 (1987) (emphasis added), quoted and relied upon in Leckband, 715 F. Supp. at 1453. This expressed intent is also embodied in the sequence of the statute: after treating the narrower transaction of a lease of acquired real estate in § 2219a(c), Congress then provided additional protection for farmer-borrowers in § 2219a(d), for the situation where FCS elects to conduct a public offering of acquired real estate. This additional protection consists of the ability to repurchase acquired real estate by making a bid to match any third party's qualified bid in a public offering. By speaking to sales by auction in a separate provision, Congress clearly contemplated that FCS might well make a separate, and later, decision as to the mode of sale, some time after it committed to the basic act of divesting itself of the land.

Section 2219a(d) lacks any language providing that FCS's election to sell via public offering destroys the farmer-borrower's right under § 2219a(b) to a private offering, or that the right accorded under § 2219a(d) supplants the farmer-borrower's broader right to offer to purchase acquired real estate at a price at or below the appraised fair market value. The legislative history and the plain language clearly contemplate that farmer-borrowers have two successive opportunities to recover foreclosed property if FCS decides to sell at a public sale. Upon electing to sell acquired real estate by any means, FCS must first accord the farmer-borrower his rights under § 2219a(b). Only if the farmer-borrower does not exercise § 2219a(b) rights, or if he makes a below-appraisal valuation offer which FCS rejects, may FCS proceed with a public sale. Martinson v. Federal Land Bank of St. Paul, 725 F. Supp. 469, 471 (D.N.D. 1988). Then, in any such public offering, FCS must afford the farmer-borrower the opportunity to match the prevailing bid.

The plain language of the statute, its legislative history, and all of the extant final court decisions support Debtors' position on this second issue; no published final decision supports Plaintiff's position. While Plaintiff urges this Court to give substantial deference to the Farm Credit Administration regulations set forth at 12 C.F.R. §§ 614.4522(c) and (d), which would compel a result in its favor on this issue, this is not appropriate; the Congressional intent is so clear that the courts have been and are bound to apply § 2219a in accordance with its express terms, notwithstanding the agency's interpretation to the contrary. Chevron, U.S.A. v. Nat'l Resources Defense Council, 467 U.S. 837, 842-43 and n. 9, 104 S.Ct. 2778, 2781-82 and n. 9, 81 L.Ed.2d 694 (1984). Defendants, accordingly, are entitled to a declaratory judgment in their favor on this issue.

C. MINN.STAT. § 500.24 subd. 6: Minnesota State Law Right of First Refusal.

In response to the severe downturn in the local agricultural economy which occurred in the early and mid-1980s, the Minnesota State Legislature passed the Omnibus Farm Bill of 1986, Minn.Sess.L. 1986, c. 398. Among other things, the Act amended the prior version of MINN.STAT. § 500.24, the statute regulating the corporate ownership of Minnesota farmland, to add a new subd. 6. Minn.Sess.L. 1986, c. 398, art. 20, § 1.

Subd. 6 prescribes certain procedures for the disposition of agricultural lands and farm homesteads by state or federal agencies, limited partnerships, and corporations which acquire such property by mortgage foreclosure or other enforcement of secured rights. It does so "[i]n order to extend to financially-distressed farmers who had lost their farms to corporate lenders an opportunity to repurchase their farms . . ." Harbal v. Federal Land Bank of St. Paul, 449 N.W.2d 442, 445 (Minn.App. 1989), rev. den. (Minn. Feb. 21, 1990). As was observed in Carlson v. Lilyerd, 449 N.W.2d 185, 189 (Minn.App. 1989), rev. den. (Minn. March 8, 1990), and in Travelers Ins. Co. v. Norwest Bank Rochester, 706 F. Supp. 695, 698 (D.Minn. 1989), the legislature added this provision to further serve the general statutory goal:

. . . it is in the interests of the state to encourage and protect the family farm as a basic economic unit, to ensure it as the most socially desirable mode of agricultural production, and to enhance and promote the stability and well-being of rural society in Minnesota and the nuclear family.

MINN.STAT. § 500.24 subd. 1. Again, the parties seek declarations of their respective rights under subd. 6, as those rights lie in the context of Debtors' bankruptcy case.

1. Who Held or Succeeded to the Minnesota Right of First Refusal, After Debtors Filed for Bankruptcy?

As their third question, the parties request the Court to identify the party which held or succeeded to the Minnesota right of first refusal once Debtors filed for bankruptcy.

As Plaintiff's counsel aptly notes, the nature of the Minnesota right of first refusal is different from that of the federal-law right. Section 2219a(a) attaches the federal-law right to the subject real estate, in favor of the farmer-borrower who formerly owned it. MINN.STAT. § 500.24 subd. 6 does not purport to create, attach, or affect any interest in the foreclosed land itself; rather, it regulates the seller's post-foreclosure sale or lease of the land, or any other disposition of its contractual or property rights for consideration which a foreclosing creditor may make during the enforcement of those rights. In the ordinary case, the event which triggers the Minnesota right would occur later in the seller's enforcement. The farmer-borrower's options for action are narrower; the farmer-borrower has no rights to demand or to exercise until the seller has received a third-party offer which is acceptable to the seller, and the farmer-borrower has nothing more than the senior right to purchase the property for the same price, regardless of its current appraised value.

The parties have made a number of alternate arguments going to the main issue. The one which is dispositive, however, is nearly identical to that discussed in connection with the federal-law right: whether the Minnesota right had even come into existence as of the date when Debtors filed for bankruptcy. On this question, the parties' respective positions on the relevant date lead to the same conclusion for the Minnesota right as they did for the federal-law right; if anything, the differences in the nature of the statutory rights only underline the firmness of the conclusion for the Minnesota right.

When Debtors filed for bankruptcy, Plaintiff had not yet received an offer for the purchase of either tract, or for the purchase of its rights under the sheriff's certificate, from a third party, whether acceptable to it or not. It could not have even entered into a contemporaneously-enforceable purchase agreement in the standard sense; it had not yet received a post-foreclosure conveyance of either tract, and thus did not have either title, or a certainty of future acquisition of title, to form the basis for performance under such an agreement. There is nothing in the record to suggest that it had even contemplated selling its rights under the sheriff's certificate; in any event, it had not received a third-party offer for such a sale. Because there was no pending third-party offer as of Debtors' bankruptcy filing, the Minnesota right had not arisen. The right could not attach to the two tracts; thus, it was not carried into the estate with any property right which Debtors held when they went into bankruptcy.

Under the statute, Debtors' Minnesota right of first refusal could come into existence only at a point far along in the process by which Plaintiff was enforcing its rights and realizing their value. This point, whenever it could have been, was long after the instant on which the bankruptcy estate was created. As with the federal right, the Minnesota right does not fall within any of the narrow provisions of 11 U.S.C. § 541(a)(5) — (7). It did not become property of Debtors' bankruptcy estate. Plaintiff and Debtors are entitled to a declaratory judgment in their favor on this issue.

D. Other Issues, Moot or Not Amenable to Decision.

The parties have posed several other questions concerning the Minnesota right of first refusal, separately or as subsidiary issues going to the question just answered. None of these issues need be addressed at length; with one exception, none of them need be decided.

1. Vitality of Federal and Minnesota Rights of First Refusal After a Bankruptcy Filing, Regardless of Who Holds Them.

In their stipulation of issues of law, the parties pose the questions:

Subsequent to the filing of a Chapter 7 bankruptcy case, do the provisions of 12 U.S.C. § 2219a have applicability?

and

Subsequent to the filing of a Chapter 7 bankruptcy case, do the provisions of MINN.STAT. § 500.24 subd. 6 have applicability?

Apparently, the point of these interrogatives is that there may be something in the nature of one right or the other that is extinguished by the mere fact of a farmer-borrower's filing for liquidation in bankruptcy, making the right(s) unavailable to all claimants thereto. Plaintiff, as the party with the most to gain from a ruling to this effect, was the most likely proponent of this position; its counsel, however, did not address the issue as such in brief or argument. The proposition is defeated by the fact that neither statute provides on its face that a farmer-borrower's right would be extinguished or made unenforceable, upon his bankruptcy filing. The Minnesota statute, in fact, specifically provides that a farmer-borrower would retain the right against the claims of his bankruptcy estate — so it certainly cannot be said to extinguish the right in the event of a bankruptcy filing. The suggestion that it should be otherwise for either statutory right is somewhat fatuous; as experience in this Court since 1981 has shown, agricultural failure, farm foreclosure, and Chapter 7 filings have gone hand-in-hand. Absent explicit provision on the face of their enactments, neither Congress nor the Minnesota legislature can be presumed to have intended to bar these remedial measures to persons who otherwise obviously need them, and are qualified to invoke them.

2. Constitutionality of Statutory Exception of Bankruptcy Estate from Status of "Immediately Preceding Former Owner" With Right of First Refusal.

The Trustee argues, vigorously if not with consistent precision, that the provision of subd. 6(b) barring a bankruptcy estate from asserting the status of an "immediately preceding former owner" with a right of first refusal is unenforceable under the Supremacy Clause of Art. VI, cl. 2 of the United States Constitution. The question posed is fascinating, if somewhat deeper than suggested by the Trustee in argument. It is unnecessary to rule upon the constitutional issue, however. The courts have a duty to avoid constitutional adjudication when disputes before them may be resolved on non-constitutional grounds. Superintendent, Mass. Correctional Institution v. Hill, 472 U.S. 445, 453, 105 S.Ct. 2768, 2772-73, 86 L.Ed.2d 356 (1985); Ashwander v. T.V.A., 297 U.S. 288, 346-47, 56 S.Ct. 466, 482-83, 80 L.Ed. 688 (1936) (Brandeis, J., concurring); Cochenour v. Cochenour, 888 F.2d 1244, 1245-46 (8th Cir. 1989); Cody v. Hillard, 830 F.2d 912, 919 (8th Cir. 1987) (Lay, C.J., dissenting); Hedge v. Lyng, 689 F. Supp. 877, 883-84 (D.Minn. 1987). The statutory issue discussed in section III.C. would be dispositive of the parties' dispute, even assuming that the statutory exclusion of the estate was unconstitutional and unenforceable. Thus, the constitutional issue is deferred for decision at another time, and in another case.

3. Unenforceability of Statutory Restriction on Assignment of Minnesota Right of First Refusal, under 11 U.S.C. § 541(c)(1).

The Trustee argues at some length that the provisions of 11 U.S.C. § 541(c)(1) defeat any assertion that the nonassignability provisions of subd. 6(m) bar the bankruptcy estate's claims to the Minnesota right. Again, because this bankruptcy estate could not have succeeded to the Minnesota right springing from Debtors' relationship to Plaintiff, it is not necessary to reach the issue of whether the Trustee has the power to transfer the right for the estate's benefit.

4. Viability of Present Conclusions In Case Involving Creditor/Seller's Election to Lease.

As one of their major issues, the parties have requested a ruling on whether the various outcomes on the main issues would be the same, in a case where an acquiring creditor elected to lease inventory real estate after post-foreclosure acquisition, rather than to sell it. They pose this question even though Plaintiff did not elect to lease either tract, and apparently never had an intention to do so. By requesting an adjudication on a hypothetical fact situation, the parties are seeking an advisory opinion. The "case and controversy" requirement of Art. III, § 2 of the United States Constitution bars this Court from rendering such a decision. United Public Workers v. Mitchell, 330 U.S. 75, 89-91, 67 S.Ct. 556, 564-65, 91 L.Ed. 754 (1947).

ORDER FOR JUDGMENT

On the basis of the foregoing Findings of Fact and Conclusions of Law,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED:

1. That the right of first refusal under 12 U.S.C. § 2219a(b) and the right to match a prevailing bid for purchase at a public offering under 12 U.S.C. § 2219a(d) which arose from Debtors' pre-petition legal relationship with Plaintiff did not become property of Debtors' bankruptcy estate.

2. That, in any sale of Debtors' two tracts of Waseca County, Minnesota farmland, Plaintiff could have proceeded with a public offering only after affording Debtors their rights of first refusal under 12 U.S.C. § 2219a(b). To the extent that Debtors did not successfully exercise that right, Plaintiff then was required to afford Debtors their right under 12 U.S.C. § 2219a(d) to match the prevailing bid at any such public offering.

3. That the right of first refusal under MINN.STAT. § 500.24 subd. 6 which arose from Debtors' pre-petition legal relationship with Plaintiff did not become property of Debtors' bankruptcy estate.

4. That the Court declines to address the parties' remaining requests for declaratory relief, as moot or as otherwise inappropriate for adjudication on the facts and circumstances presented.

LET JUDGMENT BE ENTERED ACCORDINGLY.