M Credit Corp. v. Energy Contractors Inc. (In re Energy Contractors, Inc.)
Opinion of the Court
A creditor appeals a bankruptcy court decision invalidating its purported security interest in the debtor’s accounts receivable for the lender’s failure to comply with the Louisiana Assignment of Accounts Receivable Act.
I.
Energy Contractors, Inc. (Energy) is a Louisiana corporation in the business of oil field construction. Between January 1983 and March 1984, Energy executed several promissory notes in favor of Mercantile Texas Credit Corporation (now M Credit Corporation). Energy secured its obligation with a Loan and Security Agreement, executed in August 1981, pledging Energy’s existing and future accounts receivable. The parties also confected a Statement of Assignment, which they recorded in April 1983 in the conveyance records of East Baton Rouge Parish, Energy’s domicile. Another Statement of Assignment was subsequently recorded in August 1983 in St. Landry Parish, the parish in which Energy’s principal place of business was by then located.
Energy filed a petition for relief under Chapter 11 of the Bankruptcy Code
II.
The Louisiana Assignment of Accounts Receivable Act has been amended twice since the documents in this case were drafted. Section 9:3110 now reads: “An assignor or assignee of accounts receivable made or perfected prior to [August 30, 1983] may elect to come under the provisions of this Part by filing a notice of assignment.” The bankruptcy court found no evidence of such an election and concluded correctly that the documents in this case were to be measured against the statute as it existed prior to the 1983 (and 1984) amendments.
The Act provides a relatively simple two-step procedure for assigning accounts.
III.
Energy and M Credit chose to evidence their assignment by executing a separate agreement — the Loan and Security Agreement. The validity of the agreement is tested by its compliance with the 1980 version of § 9:3105, which provided:
The assignment or general assignment of accounts receivable ... may be evidenced by any of the ... methods [described supra ] which in substance discloses the fact of such assignment or general assignment of accounts receivable, the date thereof and the name of the assignee....
Paragraph 2.1 of the M Credit/Energy agreement states: “Borrower hereby grants to Lender a security interest in and to all of Borrower’s ... existing and future accounts.” (Emphasis supplied.) The bankruptcy court recognized that the Loan and Security Agreement purported to pledge all of Energy’s accounts receivable, but concluded that the agreement did not comply with § 9:3105 because the language of assignment did not fit the definition of a “general assignment” as provided in the Act.
A general assignment is defined in § 9:3101(7) as an assignment of all of an assignor’s existing or future accounts receivable “arising out of specified operations conducted by the assignor at a place of business.”
Because we have concluded that the definition of “general assignment” found in § 9:3101(7) of the Act is not engrafted into the requirements of a valid agreement under § 9:3105, we find that such a document need not specify the assignor’s proper place of business because § 9:3105 itself does not command it. Therefore, we need not address the bankruptcy court’s second conclusion that the agreement did not list Energy’s place of business as required by § 9:3101(7).
IV.
The bankruptcy court concluded that both the Statement of Assignment recorded by M Credit in East Baton Rouge Parish, and the one recorded in St. Landry Parish, were fatally defective. The court was clearly correct with respect to the statement filed in St. Landry Parish. Section 9:3103 requires a statement to be recorded in the parish of the assignor’s domicile. The bankruptcy court found, and all the parties agree, that Energy is domiciled in East Baton Rouge Parish. Thus, the statement filed in St. Landry Parish clearly did not comply with § 9:3103.
In addition to directing that the statement be filed in the parish of the assignor’s domicile, § 9:3103 requires that a statement contain the following three items:
(1) the address of the principal place of business of the assignee, (2) the address of the place or places of business or occupation of the assignor, and (3) a statement that the assignor has assigned or will assign accounts receivable, or that the assignor has made or will make a general assignment of all of its accounts receivable or all accounts receivable concerning a specified debtor. For this purpose forms of statement substantially as follows will suffice... ,11
The bankruptcy court found that the statement that M Credit filed in East Baton Rouge Parish did not satisfy requirement (2) or (3) of 9:3103: it did not specify the nature of the assignment (whether general or specific) (requirement (3)),
The statement filed in East Baton Rouge Parish declares that “Energy Contractors, Inc. has assigned and intends to continue to assign accounts receivable to Mercantile Texas Credit Corporation.” The parties’ choice of language mirrors the suggested form in the pre-1980 version of § 9:3103. The 1980 version of that statute, however, offers alternative forms for the statement of assignment. One alternative is that substantially followed by M Credit and Energy; the second reads “_has made or will make a general assignment of accounts receivable.”
The court found that the statement of assignment in this case substantially followed the language of one alternative offered by the 1980 version of § 9:3103. Nevertheless, the court found the statement deficient, reasoning that it was unlikely that a third party reading the M Credit/Energy statement would conclude that a general assignment had been made. Section 9:3103, however, was not designed to apprise third parties of the exact nature of the assignor’s assignment, but merely to alert them to the fact that an assignment of some kind had been made. If so alerted, third parties could request to see the security agreement to ascertain the nature of the assignment. As the Louisiana Supreme Court has held: “The purpose of requiring recordation of the statement of assignment is to provide notice that accounts receivable have been or will be assigned.”
Section 9:3103 also requires that a statement of assignment list the assignor’s place of business. The bankruptcy court found that the statement in this case did not list Energy’s proper place of business. “Place of business” is defined by the Act as:
[T]he location in the state of the particular establishment of the assignor at or from which accounts receivable are either contracted with debtors or recorded on account records of the assignor, or at which it is contemplated that such accounts will be contracted or recorded.16
The address shown on the M Credit/Energy statement was 4939 Jamestown Ave., Suite 203, Baton Rouge, East Baton Rouge Parish, Louisiana. The court found that this was Energy’s registered office, but held that Energy’s place of business within the meaning of § 9:3101(6) was 137 Eastpark, Eunice, St. Landry Parish, Louisiana. M Credit contends that this finding was unsupported by any evidence introduced at the hearing and is, therefore, clearly erroneous within the meaning of Federal Rule of Civil Procedure 52(a). We agree.
Both the Loan and Security Agreement, executed in August 1981, and the Statement of Assignment, executed in March 1983, listed Energy’s place of business as the Baton Rouge address. No party to the hearing ever put the location of Energy’s place of business at issue. The bankruptcy court, however, concluded that Energy’s “principal place of business and the place from which business operations were conducted was in Eunice, Louisiana. While there appears to be little dispute between the parties with respect to this issue, it is also supported by the evidence.”
We have thoroughly reviewed the record and have found no evidence to support the conclusion that Energy’s place of business was in Eunice, Louisiana, at the time the Statement of Assignment was executed and recorded. There was evidence that by the summer of 1983 Energy’s place of busi
Y.
The Loan and Security Agreement as well as the Statement of Assignment executed by M Credit and Energy substantially complied with the 1980 version of the Louisiana Assignment of Accounts Receivable Act. We uphold the validity of M Credit’s security interest in Energy’s accounts receivable. The decision of the district court is REVERSED and the case is REMANDED for further proceedings consistent with this opinion.
. La.Rev.Stat.Ann. §§ 9:3101-3111 (West Supp. 1986).
. 11 U.S.C. §§ 1101 etseq.
. Id. at 362.
. In re Energy Contractors, Inc., 45 B.R. 181 (Bankr M.D.La. 1984).
. La.Rev.Stat.Ann. § 9:3102 A (West 1983).
Id at § 9-3105
. Id. at § 9:3103.
. Nathan, Introduction to Posel, Factoring Accounts Receivable in France: Some Legal Aspects and American Comparisons, 57 Tul.L.Rev. 282, 290 (1982).
. La.Rev.Stat.Ann. § 9:3101(7)(a) (West 1983).
. See Rolf v. Lewis, 165 So.2d 12, 14 (La.App. 2d Cir. 1964).
. La.Rev.Stat.Ann. § 9:3103 (West 1983).
. In re Energy Contractors, Inc., 45 B.R. at 186.
. Id. at 185.
. La.Rev.Stat.Ann. § 9:3103 (West 1983).
. Agrico Chemical Co. v. E.K. Painting, 432 So.2d 253, 255 (La. 1983).
. La.Rev.Stat.Ann. § 9:3101(6) (West 1983).
. In re Energy Contractors, Inc., 45 B.R. at 183.
Reference
- Full Case Name
- In re ENERGY CONTRACTORS, INC., Debtor. M CREDIT CORPORATION (Formerly Mercantile Texas Credit Corporation), Movant-Appellant v. ENERGY CONTRACTORS INC., Garland Badeaux, Inc., Nezat Industrial Lumber Sales, Inc., and United States Fidelity & Guaranty Co.
- Cited By
- 1 case
- Status
- Published