T1 The dispositive issue presented is whether the good faith requirement of 12A 0.8.2011 § 2-403 extends to third parties-in this case an unpaid seller of cattle-and requires that the third party be notified of a debtor's financial condition.1 We hold that it does not.

1 2 Bank alleges that on August 9, 2004, it perfected a security interest in all of Lucky Moon's livestock, including all after-acquired livestock, giving it a superior claim to cattle purchased by Lucky Moon from Barretts to satisfy the debt owed by Lucky Moon to Bank of approximately $2,000,000 as of May 20, 2010. Barretts asserts that Bank does not have priority over it because Bank was not a good faith secured ereditor. The trial court granted Bank's motion for summary judgment, finding that Bank's perfected security interest had preference over Barretts' unperfected security interest.

13 Barretts appealed, contending that Bank did not have a superior security interest because: 1) Bank's security interest never attached; and 2) Bank had not acted in good faith. The Court of Civil appeals affirmed the judgment of the trial court. Bank seeks certiorari, contending that: 1) the case presents an issue of first impression as to when good faith under 12A 0.98.2011 § 2-403 should be determined; 2) Bank's security interest never attached; and 3) the Court of Civil Appeals' decision was inconsistent with a different decision of the Court of Civil Appeals on which the court relied. We granted certiorari on February 21, 2012, to address the novel issue of whether the good faith requirement of 12A O.8.2011 § 2-408 extends to third parties and requires that they be notified of a debtor's financial condition.

FACTS

T4 Barretts had been selling cattle to Lucky Moon for several years. Typically, it would deliver the cattle, submit an invoice, and then give Lucky Moon a few weeks to pay. Barretts did not file a financing statement or perfect any security interest in the cattle. Between August 28, 2009, and December 11, 2009, Barretts made sales and deliveries totaling 908 head of cattle to Lucky Moon. Lucky Moon made two separate payments towards the total amount, one by wire transfer from Bank on October 13, 2009, and one by check paid by Bank on October 29, 2010. The remaining balance after payment was $214,533.52, representing 398 head of cattle. At this point, Lucky Moon wrote four separate checks totaling $176,284 in partial payment of the remaining debt which were dishonored by Bank for insufficient funds. Both Bank and Barretts claimed an interest in the cattle. On or about January 13, 2010, the parties agreed to auction the cattle and deposit the payments into escrow pending a determination of which claim was superior.

1 5 Bank filed a petition seeking declaratory relief arguing that it possessed priority over the sale proceeds based in its perfected *1090security interest. Barretts, which had no perfected security interest, asserted that the Bank's conduct deprived it of a superior security interest because it had not acted in good faith by continuing to cover Lucky Moon's overdrafts despite knowledge of its deteriorating financial condition; and that one of the co-owners lied about the cattle transactions. - Barretts also argued that it would not have delivered the cattle had it known that Bank was not going to honor Lucky Moon's checks.

THE GOOD FAITH OBLIGATION OF 12A 0.8.2011 § 2-403 DOES NOT EXTEND TO THIRD PARTIES

A. Bank of Beaver City's Security Interest

16 The Uniform Commercial Code, 12A 0.8. 2011 § 1-9-822(a)(2), provides that a perfected security interest or agricultural lien has priority over a conflicting unperfect-ed security interest or agricultural lien.2 A perfected security interest in after-acquired property takes precedence over an unper-fected security interest. We must determine whether the Bank perfected a security interest in 2004, which applied to all of the livestock including all after-acquired cattle.

17 Barretts does not dispute the creation of Bank's security interest in all of Lucky Moon's after acquired cattle, but it asserts that Bank's security interest was never perfected because Bank was not a good faith purchaser for value and therefore could not acquire rights to the collateral sufficient to permit attachment. Pursuant to 12A 0.S.2011 § 1-9-2308, a security interest is perfected if it has attached and all the applicable requirements for perfection in Sections 1-9-310 through 1-9-8316 of Title 12A have been satisfied.3 Barrett's contends that Bank's security interest was never perfected pursuant to 12A 0.8.2011 $ 1-9-8308 because it never attached. Pursuant to 12A § 1-9-2083, a security interest attaches to collateral when it becomes enforceable against the debtor with respect to that collateral.4 A security interest becomes enforceable against the debtor and third parties only if; 1) value has been given; 2) the debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; and 3) certain formalities regarding the security agreement are satisfied.5

*1091T8 Barretts argues that even if Lucky Moon had possession of the cattle it did not pay for them. Therefore, it could not transfer rights to the cattle pursuant to 12A 0.8. 2011 § 1-9-208(b)(2), making perfection of Bank's security interest in the cattle impossible. This situation is anticipated by the language of 12A 0.8.2011 § 2-408(1), which provides that a person with voidable title has the power to transfer good title to a good faith purchaser for value even if the delivery was in exchange for a check which was later dishonored.6 Barretts delivered 898 cows to Lucky Moon and Lucky Moon paid for those cattle with checks which were later dishonored. Under these facts, Lucky Moon had voidable title, allowing the bank's security interest to attach if the bank were a good faith purchaser for value.7

T9 Pursuant to 12A 0.S$.2011 § 2408(1), for a security interest to attach to after-acquired property, the purchaser must have acquired its interest as a good faith purchaser for value to have priority over an unpaid seller. The bank is a purchaser, because it possesses a security interest.8 Whether the Bank acted in good faith as a purchaser hinges on the definition of good faith and whether the good faith requirement extends to a third party such as Barretts. Good faith is defined in Title 12A 0.8. § 1-201(20) as honesty in fact and the observance of reasonable commercial standards of fair dealing.9

B. Duty of Good Faith

110 Barretts asserts that the Bank became intimately involved in Lucky Moon's operations and spoke with Lucky Moon at least weekly about its deteriorating financial condition.10 The duty of good faith exists between the lender and debtor, and one court has found a lender not to be a good faith purchaser due to its conduct, regardless of whether that duty is extended to third parties. In Monsanto Co. v. Heller, 114 Ill.App.3d 1078, 70 Ill.Dec. 646, 449 N.E.2d 993 (1983), Heller had a deep relationship with its debtor, Ilikon, and exercised considerable control over its business practices.11 Heller continued to cover Tlikon's checks to Monsanto Co. despite detailed knowledge of Ilikon's insolvency.12 However, Barretts does not al*1092lege that Bank exercised the kind of detailed control over Lucky Moon's business for its own profit that the court in Monsanto Co. found to be in bad faith.13

T 11 Here, the dispositive issue is whether Bank owed any duty to Barretts, a third party. The Court of Appeals held that it knew of no controlling authority to support the proposition that the Bank owed a duty of good-faith under 12A O0.8.2011 § 2-408 to Barretts, a third party. We agree. Although this is a case of first impression in Oklahoma, our holding is consistent with the Court of Civil Appeals and the case law of other states interpreting the application of their versions of U.C.C. § 2-408 to disputes between unpaid sellers and lenders with a perfected security interest in a debtor's inventory.

{12 A decision of the Fifth Cireuit Court of Appeals, Shell Oil Co. v. Mills Oil Co., Inc., 717 F.2d 208 (5th Cir. 1983), is on point. In a diversity action interpreting Mississippi's version of U.C.C. § 2-408, the court held that:

1) knowledge of the existence of an unpaid seller does not impair a lender's good faith; and

2) no agreement, express or implied, obligated the lender to disclose its debtor's financial condition to an unpaid seller.14

{13 Other cases do not state the second proposition directly. They do, however, bolster the argument that knowledge of outstanding third-party claims which have not been paid does not prevent a lien creditor from being a good faith purchaser within the meaning of U.0.C. § 2-403. For example, in Matter of Samuels & Co., Inc., 526 F.2d 1238, 1243-44 (5th Cir. 1976), the court held that lack of knowledge of outstanding claims was necessary to acquire status as a bona fide purchaser under the common law and was required in many U.C0.C. provisions, but the Code's definition of an Article Two good faith purchaser did not expressly or impliedly include lack of knowledge of third-party claims as an element.15

T 14 The court in Maryott v. Oconto Cattle Co., 259 Neb. 41, 607 N.W.2d 820, 828 (2000), another case concerning rights to cattle, agreed with that analysis, holding that a lender's duty of good faith did not require that the lender be ignorant of third party claims. -In Maryoft, the lender did not notify *1093any other parties of its actions before cancel-ling the cattle company's line of eredit, and like this case, prevented payment for the cattle by dishonoring drafts.16 In Cooperative Finance Ass'n v. B & J Cattle Co., 937 P.2d 915 (Colo.App. 1997), the court determined that a secured party may prevail over an unpaid seller even when the secured party terminates advances on a line of credit without notice and then dishonors drafts drawn in reliance on that line of credit.17

115 Good faith does not require a lender go out of its way to finance a troubled debtor purely for the benefit of affected third parties. The Code's good faith provision requires honesty in fact, but it does not require a secured party to continue financing a doomed business enterprise.18 These cases collectively imply that under similar cireum-stances and facts, the secured party lender will prevail despite knowledge of its debtor's negative financial condition and the competing claims of third parties. As long as the decision concerning the funding was commercially reasonable, the secured creditor with a floating lien remains a good faith purchaser even if it terminates funding with the knowledge that sums are owed to third parties.19

CONCLUSION

116 Summary judgment comes to this court as a de novo review when it involves only legal questions.20 Inferences and conclusions are to be drawn from the underlying facts contained in the record and are to be considered most favorably to the party opposing summary judgment.21 - Granting a motion for summary judgment is only proper when one party is entitled to judgment as a matter of law because there are no material disputed factual questions.22 The underlying facts are not in dispute in this appeal.

T 17 Under the facts, pursuant to 12A 0.8. 2011 $ 2-408, Bank is a secured party which qualifies as a good faith purchaser for value. It is entitled to priority over an unpaid credit seller.23 The good faith requirement does not extend to unpaid sellers such as Barretts. The Bank did not violate such a duty by deciding to terminate its funding of Lucky Moon, and to dishonor its checks without notifying Barretts of Lucky Moon's shaky financial situation.

*1094CERTIORARI PREVIOUSLY GRANTED; COURT OF CIVIL APPEALS OPINION VACATED; TRIAL COURT AFFIRMED.

with whom TAYLOR, C.J., and KAUGER, J., join concurring:

{1 I concur in the majority opinion but write to express my concern as to Barretts' ability to protect its interest prior to the attachment of the lien. Barretts argue without being paid for the cattle, even though possession has transferred to Lucky Moon, title could not have been transferred and therefore the lien could not attach. An additional issue presented would be how Barretts could as the seller protect its interest after physical transfer of the livestock but prior to payment for the sale of the cattle. I note with interest the majority's identification of the legislative amendment to the Uniform Commercial Code made by the Colorado legislature as reflected in footnote 23.

{ 2 Specifically, Colorado has amended its version of UCC § 2-403 seemingly to address the very issue presented in the facts of this case. The Colorado lawmakers provided:

"Notwithstanding any other provision of this section, when livestock have been delivered under a transaction of purchase and on the accompanying brand inspection certificate or memorandum of brand inspection certificate the seller has conspicuously noted that payment of the consideration for the transaction has not been received, the buyer does not have power to transfer good title to a good faith purchaser for value until payment is made." Emphasis applied.

See, Colo. Rev. Stat § 4-2-4038.

T3 Under such a provision Barretts as seller of the cattle would have been able to protect its interest until such time as payment had been made by Lucky Moon. In commercial transactions such as these where the parties have rolling inventory and thus rolling collateral, in order to protect the free market enterprise the seller must be assured that title does not pass nor does the ability to attach a lien interest under 12A 0.8.2011 § 2408 accrue until payment has been made. To do otherwise exposes the seller to the risk of stop payment orders and insufficient remedies to be compensated for the transaction.

with whom COLBERT, V.C.J. and REIF, J. join, dissenting.:

T 1 The majority correctly parrots the Uniform Commercial Code's statements on security interests and their priorities. Thereafter, with two sentences at the end of the opinion, reaches a result that invades the province of the fact finder about what duty is owed to the livestock company. The issue, as framed, is whether the Bank owed any duty to a third party. The opinion goes on to hold that, under these "contested facts," it does not. Admittedly, this is the general rule under the Uniform Commercial Code. Because I would return this cause to the trier of fact for resolution, I dissent.

T2 The majority sets forth the Code's definition of "good faith" dealing as "honesty in fact and the observance of reasonable commercial standards of fair dealing." 1 It does not provide the added input found in the Uniform Commercial Comments to the same section where the definition of good faith is found. It provides in pertinent part:

[The definition of 'good faith' in this seetion requires not only honesty in fact but also 'observance of reasonable commercial standards of fair dealing.! Although 'fair dealing is a broad term that must be defined in context, it is clear that it is concerned with the fairness of conduct rather than the care with which an act is performed. ... [Emphasis provided.]

Oklahoma Comments to the 2001 version of the same section providing that " 'good faith was honesty in fact in the conduct or transac*1095tion concerned" 2 are even more instructive. They provide in pertinent part:

(19) 25 OkLSt.Ann $ 9 provides: "Good faith consists in an honest intention to abstain from taking unconscientious advantage of another, even through the forms or technicalities of law, together with an absence of all information or belief of facts which would render the transaction unconscientious." The term was also used, but not defined, in the Negotiable Instruments Law [48 OkL.St.Ann. §§ 122(8), 126 now repealed.] The Commercial Code definition is briefer, but the spirit of the two definitions are the same. [Emphasis provided.]

1 3 Most certainly, under either of the two definitions of "good faith," supra, there are material issues of fact which remain unresolved. Here, even the uncontested facts leave a reasonable person to ponder whether: the secured creditor (the Bank), is in bed with the debtor (2nd party), through knowledge of their poor financial condition and that they are selling cattle out of trust. With this knowledge, they honor numerous overdraft checks written to the livestock company (8rd party). Once the Bank realizes that the debtor really is "going belly up" and still has in its possession some 800 plus cattle does it dishonor checks to the livestock company in an attempt to increase its own collateral and financial position.

T4 If the Bank did act in the way described, they owe a duty to the 3rd party. Under these facts, most certainly, reasonable people could conclude that the Bank "hid behind the log" to improve its position and abandoned its duty of good faith in the commercial setting. We cannot assume, as does the majority, that the facts are as either party presents them. The livestock company should have the opportunity to prove that the Bank abandoned its position of priority by acting in bad faith.

15 I cannot concur in an opinion which makes assumptions resulting in the reward of devious behavior by the Bank while ignoring the rights of the innocent 3rd party. Admittedly, the livestock company was sloppy in not filing a financing statement. Nevertheless, I would prefer to reward the careless rather than the devious. Therefore, I dissent.

with whom COLBERT, V.C.J. and REIF, J. join dissenting:

T 1 The majority holds that the good faith requirement of 12A 0.8.2011 § 2-403 does not extend to third parties. Such a holding is not supported by the Uniform Commercial Code,1 and case law interpreting the Code,2 *1096and goes too far-it bars all future third parties from defeating a secured lender's interest under § 2-408 regardless of how egregiously the lender has acted.

12 To be a good faith purchaser for value, a party must act honestly in fact and observe reasonable commercial standards of fair dealings.3 Barretts' Livestock submitted evidence that created an issue of material fact as to whether the bank acted in good faith.4 As such, summary judgment should not have been granted.