Girard Trust Co. v. Strickler
Girard Trust Co. v. Strickler
Opinion of the Court
Girard Trust Bank (Girard) appeals from an order of the district court, 327 F.Supp. 425, denying its claim to the proceeds of a contract between Varney Wood Products, Inc. (Varney) and the West Virginia Economic Opportunity Agency (EOA). The sole issue on appeal is whether a financing statement, filed by Girard and describing the collateral as “accounts receivable,” was sufficient to perfect a security interest in the proceeds of the EOA contract. The question comes before us on Girard’s motion for summary reversal of the order of the district court deciding that it had no security interest and the response of the trustee in bankruptcy for Varney. We conclude to grant the motion and reverse the order of the district court.
The facts are not in dispute. On March 7, 1966, under an instrument entitled “Loan Agreement, Accounts Receivable — Monies Due Under Contracts,” Smith-Turner Wood Products, Inc. (now Varney) granted to Girard Trust Corn Exchange Bank (now Girard) a security interest in:
(a) All accounts owned by Borrower on the date of this agreement;
(b) All accounts at any time hereafter acquired by Borrower;
(c) Such contract rights as Borrower may from time to time specifically assign to Bank; and
(d) All proceeds of such accounts and contract rights.
The agreement defined “account” as “. . .a right to payment for goods sold or leased or for services rendered, and including] a right to payment which had been earned under contract right.” Girard duly recorded and filed a financing statement describing the items of collateral as “accounts receivable.” During all of the steps of the transaction and thereafter, the Uniform Commercial Code (the “code” or “U.C.C.”) had been adopted as the law of Virginia.
Approximately two years after the loan agreement was made, Varney executed a written contract with EOA. Varney agreed to provide on-the-job training for twenty trainees selected from the ranks of the unemployed in West Virginia in return for $4,500.00, to be paid upon the completion of the program in August, of 1968. Only $3,120.00 actually became due Varney, however, since some of the trainees did not remain long enough to qualify under the terms of the contract.
On September 4, 1968, Varney filed its petition in bankruptcy under Chapter XI and was adjudicated a bankrupt on September 10, 1968. The referee in bankruptcy ordered the trustee to pay to Girard the proceeds of the “bankrupt’s accounts” which Girard collected. Subsequently, the trustee collected the $3,120.00 that was due Varney on the EOA contract.
On October 29, 1969, Girard filed a petition with the referee claiming that it had a perfected security interest in the proceeds of the EOA account collected by the trustee. The referee denied the petition, ruling that the description of the collateral appearing in Girard’s financing statement — Accounts Receivable —was inadequate to perfect a security interest in the proceeds of the EOA contract. The district court, relying on West Virginia Pulp and Paper Co. v. Karnes, 137 Va. 714, 120 S.E. 321 (1923), sustained the referee’s decision on the grounds that the term “accounts receivable” did not reasonably identify the collateral. The court noted that while the term “accounts” would reasonably have identified Girard’s right to payment under the EOA contract, under applicable state law “the more narrow term accounts receivable . . . [was] not inclusive of the term accounts, as broadly defined in the Code.”
We believe the district court erred in resting its decision on the technical definition of “accounts receivable” as set forth in dicta in Karnes, a 1923 pre-code tax case. The code has rejected “exact and detailed” descriptions in favor of those which reasonably identify
It is clear that the term “account” would have adequately described the EOA contract. The code does not define “accounts receivable,” but in the official comments to the code “accounts” is defined as the “ordinary commercial account receivable.”
An examination of the purposes and policies behind the code lends additional support to our holding. One of the stated objectives of the code is to promote uniformity of law among the various jurisdictions.
Finally, we do not believe that the Virginia definition of “accounts receivable” is as clear as suggested by the district court. In at least one Virginia case the term has been held to include an escrow account held in a bank as security for the performance of certain services. In re Portsmouth Newspapers, 157 F.Supp. 640 (E.D.Va. 1958). Moreover, commentators have suggested that the term “accounts receivable” as used in pre-code Virginia law was, in fact, more comprehensive than the code’s “accounts.” See Coogan, Relationship of Article 9 of the Uniform Commercial Code to Pre-Code Chattel Security Law, 51 Va.L.Rev. 853 (1965); Note, Effect of the Uniform Commercial Code on Virginia Law, 20 W. & L. L. Rev. 267, 306 (1963); see also Coogan, Intangibles as Collateral Under the Uniform Commercial Code, 77 Harv.L.Rev. 997 (1964).
Even if “accounts receivable” is not synonymous with “accounts,” we conclude that it is sufficiently descriptive, as witnessed by the definition in the official comments, its use in other jurisdictions, and the analysis of code commentators, to put third parties on notice that a security interest in the EOA contract may be claimed and that further inquiry is necessary. We find no merit in the trustee’s contention that the referee made a finding of fact that the EOA account was not contemplated by Girard and Varney when the loan agreement came into existence.
Girard’s motion for summary reversal is granted. We dispense with oral argument, and the order of the district court is
Reversed.
. There is no Virginia comment to this section.
. In support of this objective, courts often look to the law of neighboring jurisdictions in interpreting their own code. See, e. g., Silver v. Gulf City Body & Trailer Works, 432 F.2d 992 (5 Cir. 1970); Needle v. Lasco Industries, Inc., 8 UCC Rep.Serv. 9 (Cal.Ct. of App. 1970); A. J. Armstrong Co. v. Janburt Embroidery Corp., 97 N.J.Super. 246, 234 A.2d 737 (1967).
. The Supreme Court of Appeals of Virginia has apparently recognized that old precedent would not survive a conflict with the U.C.C. Portsmouth Gas Co. v. Shebar, 209 Va. 250, 253 n. 1, 163 S.E. 2d 205, 208 n. 1 (1968).
Reference
- Full Case Name
- In the Matter of VARNEY WOOD PRODUCTS, INC., Bankrupt. GIRARD TRUST COMPANY v. J. Glenwood STRICKLER, Trustee in Bankruptcy for Varney Wood Products, Inc.
- Cited By
- 2 cases
- Status
- Published