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Shelton v. Erwin

United States Circuit Court of Appeals, Eighth Circuit
Feb 7, 1973
472 F.2d 1118 (8th Cir. 1973)

Summary

holding bill of sale and application for certificate of title identifying lienholder insufficient under Missouri's adoption of Article 9 of the UCC to create a security interest

Summary of this case from In re Giaimo

Opinion

No. 72-1363.

Submitted January 10, 1973.

Decided February 7, 1973.

Curtis L. Mann, St. Louis, Mo., for appellant.

V. Jack Muehlenkamp, Dellwood, Mo., for appellee.

Appeal from the United States District Court for the Eastern District of Missouri.

Before LAY, HEANEY, and STEPHENSON, Circuit Judges.


The question before us in this case is whether a security interest on an automobile was established pursuant to V.A.M.S. § 400.9-203(1)(b) (Uniform Commercial Code § 9-203(1)(b)).

V.A.M.S. is Vernon's Annotated Missouri Statutes. Missouri adopted the Uniform Commercial Code effective July 1, 1965. The section numbers of the V.A.M.S. correspond to the section numbers of the Uniform Commercial Code but with the chapter number "400" added, so that section 1-101 of the U.C.C. is section 400.1-101 of V.A.M.S., et cetera.

On August 12, 1970 the bankrupt, Robert Charles Shelton, purchased a 1969 Pontiac from appellee, Raymond Erwin. On that date bankrupt and Erwin executed a bill of sale on the billing stationery of "Ray Erwin Welder Sales." This voucher describes the automobile, sets out the terms of payment and provides that bankrupt shall insure the automobile until he has paid for it in full. Also on August 12, 1970, bankrupt filed an application for Missouri Title showing Erwin as the holder of the first lien and bankrupt as owner. On September 1, 1970 the State of Missouri issued a Certificate of Title showing bankrupt to be the owner of the Pontiac and Erwin the holder of the first lien.

Subsequent to Shelton's bankruptcy, March 12, 1971, the Trustee in Bankruptcy filed turnover petitions against bankrupt and Erwin seeking title and possession of the automobile. The Referee in Bankruptcy found that V.A.M.S. § 400.9-203(1)(b) had not been complied with and sustained the Trustee's petition to turn over the automobile. The district court, Judge Meredith presiding, reversed the decision of the Referee, holding that the bill of sale satisfied the modest requirements of a written security agreement under the Uniform Commercial Code. In re Shelton, 343 F. Supp. 43 (E.D.Mo. 1972). Although we agree with the district court that the parties clearly intended to create a security interest in favor of Erwin, we hold that bankrupt and Erwin did not satisfy the requirements of V.A.M.S. § 400.9-203(1)(b). Therefore, we reverse.

Appellee Erwin contends that either the bill of sale or the title application or both taken together satisfy the minimal requirements of V.A.M.S. § 400.9-203(1)(b). The necessary requirements of Section 400.9-203(1)(b) are (1) debtor's signature (2) a "security agreement" and (3) description of the collateral. It is number (2) — the security agreement requirement which is fatal to appellee. We must look to the Uniform Commercial Code (hereinafter Code) to determine its meaning. In the Code, § 1-201(3) we find that "agreement" means "the bargain of the parties in fact as found in their language." § 9-105(1)(h) defines "security agreement" as "an agreement which creates or provides a security interest." Although no precise words are required in the Code, the definitions given indicate that there must be some language in the agreement actually conveying a security interest. We fail to find such language in the bill of sale or the title application before us. The notation on the title application that a lien in Erwin's favor existed is not sufficient. In re Reese, Willier and Hart, U.C.C. Reporter Digest, Section 9-203, A 2 (Matthew Bender Co.). The Referee found that the title application and subsequent Certificate of Title showing Erwin as lienholder were at best financing statements. We agree, as appellee contends, that these were sufficient to perfect a security interest, if one existed, pursuant to the requirements of V.A.M.S. § 301.600 (requirement of perfection of liens on automobiles). In re Jackson, 268 F. Supp. 434 (E.D.Mo. 1967). But no interest existed to be perfected. Although a financing statement conceivably could create a security interest they usually do not contain the necessary grant of an interest section 9-203(1)(b) requires. Mid-Eastern Electronics, Inc. v. First Nat. Bank of Southern Maryland, 380 F.2d 355, 356 (CA4 1967); In re Mann, 318 F. Supp. 32, 35 (W.D.Va. 1970); American Card Co. v. H.M.H. Co., 97 R.I. 59, 196 A.2d 150 (1963). The financing statement is merely evidence of the creation of a security interest, not the agreement itself. In re Mann, supra; Rutkin Electric Supply Co. v. Burdette Electric, Inc., 98 N.J. Super. 378, 237 A.2d 500 (1967); Central Arkansas Milk Producers Ass'n v. Arnold, 239 Ark. 799, 394 S.W.2d 126, 128 (1965). Nor does a promissory note create a security interest. Kaiser Aluminum Chemical Sales, Inc. v. Hurst, 176 N.W.2d 166 (Iowa 1970); Central Arkansas Milk Producers Ass'n, supra.

(1) . . ., a security interest is not enforceable against the debtor or third parties unless

(a) the collateral is in the possession of the secured party; or

(b) the debtor has signed a security agreement which contains a description of the collateral . . . .

Since the Code is not ambiguous on the requirements of the creation of an enforceable security interest, there is no reason to relax those requirements. Although the Code should be liberally construed, U.C.C. § 1-102(1), the doctrine of equitable mortgages is no longer necessary or useful in a commercial transaction since article nine reduces formal requisites to a minimum. U.C.C. § 9-203, comment 5.

Viewed in terms of equitable principles, the result reached may seem harsh at first glance. We are satisfied that the parties (Shelton and Erwin) intended, indeed even attempted, to create a security interest in favor of Erwin. However, as the First Circuit Court of Appeals aptly observed in a case involving a similar issue,

". . . the result is commanded not by fireside equities but by the necessary technicalities inherent in any law governing commercial transactions. . . . [To] the extent that the legal significance of documents may be varied and enlarged by other documents evidencing an understanding of the immediate parties to a transaction, we suspect that the law of commercial transactions will not achieve [its] stated purposes. The basis of the trouble here is that appellee used an inappropriate form to do what it apparently wished." Safe Deposit Bank and Trust Co. v. Berman, 393 F.2d 401, 402, 404 (CA1 1968).

The decision of the district court is reversed and the decision of the Referee in Bankruptcy is hereby reinstated.


Summaries of

Shelton v. Erwin

United States Circuit Court of Appeals, Eighth Circuit
Feb 7, 1973
472 F.2d 1118 (8th Cir. 1973)

holding bill of sale and application for certificate of title identifying lienholder insufficient under Missouri's adoption of Article 9 of the UCC to create a security interest

Summary of this case from In re Giaimo

holding bill of sale and application for certificate of title identifying lienholder insufficient under Missouri's adoption of Article 9 of the UCC to create a security interest

Summary of this case from In re Giaimo

finding a bill of sale and a title application inadequate to satisfy the requirements of the U.C.C. necessary to render the security interest enforceable against third parties, although the parties clearly intended to create a security interest

Summary of this case from Whitmore Arnold, Inc. v. Lucquet

In Shelton, the court held that a purported security interest was not enforceable because no security agreement existed.

Summary of this case from Barber-Greene Co. v. Natl. Bank, Minneapolis

financing statements usually do not contain necessary grant of a security interest

Summary of this case from In re Modafferi

applying law of Missouri, and noting, "[t]here is nothing in the text or comments of Revised Article 9 that warrants a rejection of the Eighth Circuit's holding in Shelton that a notation on an application for title that a creditor is a lien holder is not, by itself, a security agreement"

Summary of this case from Allred v. Buttke (In re Buttke)

In Shelton, the Court was asked to determine whether a bill of sale, coupled with a certificate of title showing the seller as the first lien holder, was sufficient under § 400.9-203(b) to create a security interest.

Summary of this case from In re Wyatt

In Shelton v. Erwin, 472 F.2d 1118, 1119-20 (8th Cir. 1973), the Court found a bill of sale and title application were not sufficient to create a security interest in an automobile under the requirements of the Uniform Commercial Code. The Court reasoned that "some language in the agreement actually conveying a security interest" is required to create a valid security interest.

Summary of this case from In re Miller

In Shelton, the court was faced with a bill of sale and title application that clearly revealed an intent to create a security interest but contained no language whatsoever granting that interest.

Summary of this case from In re Cantu

financing statement is merely evidence of creation of a security agreement and is usually not itself a security agreement

Summary of this case from In re Robert Bogetti Sons

In Shelton v. Erwin, 472 F.2d 1118 (8th Cir., 1973), it was held: "A `security agreement' within the Uniform Commercial Code must contain some language actually conveying a security interest.

Summary of this case from Crete State Bank v. Lauhoff Grain Co.

In Shelton v. Erwin, 472 F.2d 1118, 1119 (8th Cir. 1973), the court applied Missouri law in holding that certain documents did not constitute a security agreement under the Uniform Commercial Code (UCC).

Summary of this case from Sears, Roebuck and Co. v. Silch
Case details for

Shelton v. Erwin

Case Details

Full title:IN THE MATTER OF ROBERT CHARLES SHELTON, EDWIN J. GASAWAY, TRUSTEE IN…

Court:United States Circuit Court of Appeals, Eighth Circuit

Date published: Feb 7, 1973

Citations

472 F.2d 1118 (8th Cir. 1973)

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