Bluebonnet Warehouse Co-op. v. Bankers Trust Co.

• Decision Date: 29 August 1996
• Docket Number: No. 94-5582,94-5582
• Parties: BLUEBONNET WAREHOUSE COOPERATIVE; Federal Compress & Warehouse Company, Inc., Plaintiffs, Blytheville Compress Company, Inc., et al., Plaintiffs-Appellants, v. BANKERS TRUST COMPANY, Defendant-Appellee.
• Court: U.S. Court of Appeals — Sixth Circuit

Page 292

89 F.3d 292

65 USLW 2077

BLUEBONNET WAREHOUSE COOPERATIVE; Federal Compress &amp Warehouse Company, Inc., Plaintiffs Blytheville Compress Company, Inc., et al., Plaintiffs-Appellants, v. BANKERS TRUST COMPANY, Defendant-Appellee.

No. 94-5582.

United States Court of Appeals Sixth Circuit.

Argued June 12, 1995.

Decided July 17, 1996..

Rehearing and Suggestion for Rehearing En Banc Denied Aug.

29, 1996. ^*

Charles J. Swayze, Jr. (briefed), James Y. Dale (argued), Whittington, Brock, Swayze & Dale, Greenwood, MS, for Plaintiffs-Appellants.

William J. Landers (argued and briefed), Lee L. Piovarcy, Scott T. Beall, Martin, Tate, Morrow & Marston, Memphis, TN, for Defendant-Appellee.

Before: MERRITT, Chief Judge; MARTIN, Circuit Judge; SIMPSON, Chief District Judge. ^*

MARTIN, J., delivered the opinion of the court, in which SIMPSON, D. J., joined. MERRITT, C.J. (pp. 11-23), delivered a separate dissenting opinion.

BOYCE F. MARTIN, Jr., Circuit Judge.

Blytheville Compress Co., Inc., and several other cotton warehouses appeal from a grant of summary judgment to Bankers Trust Company in their suit seeking payment of accrued storage charges for cotton. The warehouses are unsecured creditors of a now-bankrupt cotton merchant, the Julien Company. In their suit, they sought to enforce an express or implied contract between themselves and Bankers Trust, one of the Julien Company's secured lenders. The district court dismissed the action, finding that (1) no express or implied contract existed between the warehouses and Bankers Trust, and (2) a lender holding a perfected security interest in its borrower's negotiable warehouse receipts does not become liable for its borrower's debts when acting to maintain and protect its security interest. We agree and therefore AFFIRM.

I.

Before discussing the particulars of this case, some background information about the cotton industry in general is helpful. After cotton is harvested, it is ginned and compressed into 500 pound bales before being stored in warehouses to await further transactions. Typically, when it is delivered, the warehouse issues a negotiable warehouse receipt for the cotton. These are issued to whoever deposits the cotton. Warehouses also publish "tariffs" containing a statement of their charges for storage and other such services. Generally, these are not sent to banks who lend to the cotton merchants. By statute, a warehouse storing cotton has a possessory lien against that cotton for its storage charges.

Cotton merchants, such as the Julien Company, acquire ownership of cotton by purchasing the negotiable warehouse receipts. The cotton merchant is then entitled to present the receipt to the warehouse and to take possession or ship the cotton upon satisfaction of the warehouse's statutory possessory lien. Most cotton merchants require bank financing in order to operate. ¹ In exchange for this financing, lenders usually require that the merchant's warehouse receipts be pledged and physically delivered to them. When the lender takes physical possession of the receipts, it becomes the "collateral custodian." In some cases, the lender will designate a third-party to act as its agent, a collateral sub-custodian.

II.

All of the states adopted the Uniform Warehouse Receipts Act shortly after it was promulgated. As with many of the uniform acts, however, by the late 1930s it was already outdated. Thus, in the 1940s, the National Conference of Commissioners on Uniform State Laws began drafting the Uniform Commercial Code to replace those laws enacted decades earlier. In doing so, over 1500 attorneys spent more than fifteen years piecing the U.C.C. together. No other piece of legislation or code provision ever received such scrutiny and consideration. Adopted by forty-nine states within ten years of disseminating its first draft, ² the U.C.C. has been hailed as "the most spectacular success story in the history of American law." WHITE AND SUMMERS, UNIFORM COMMERCIAL CODE § 1 (Vol. 1 at 5) (3d ed.1988). Unfortunately, in practice, Article Seven of the Code, dealing with documents of title and warehouse receipts specifically, was not successfully followed in this case.

Under the Uniform Commercial Code, a warehouse has a possessory lien against the goods covered by a warehouse receipt for storage charges. U.C.C. § 7-209(1). Against a person to whom a negotiable warehouse receipt is duly negotiated, the warehouseman's lien is limited to reasonable storage charges where none are specified on the receipt. Id. The Code provides that a person claiming cotton covered by a warehouse receipt must satisfy the warehouseman's lien when the warehouse so requests. U.C.C. § 7-403(2). Further, both the Code and federal Warehouse Act provide that a warehouse is not required to release a bail of cotton until applicable warehousing charges relating to that bale have been paid. U.C.C. § 7-209(1); 7 U.S.C. § 260(j); 7 C.F.R. § 735.29. However, the warehouse's lien is possessory; once the cotton is released, the warehouse loses its lien. ³ "A warehouseman loses his lien on any goods which he voluntarily delivers." U.C.C. § 7-209(4). Admittedly, this is precisely what happened here.

III.

The Julien Company was one of the world's largest cotton merchants, buying and selling around two million bales each year. The Julien Company stored its cotton in several warehouses, including the ones before this Court. Bankers Trust, among others, financed Julien Company's cotton merchandising business; it served as collateral custodian for all of Julien Company's warehouse receipts. In turn, L & S Cotton Systems, Inc., served as Bankers Trust's collateral sub-custodian. In order to perfect its security interest in the Julien Company's warehouse receipts, Bankers Trust, through its agent L & S Cotton Systems, took possession of the receipts. U.C.C. § 9-305. Bankers Trust insists that by so doing, it could exercise dominion and control over the receipts, but did not become the owner of the receipts or the underlying cotton. Bankers Trust asserts that it is not itself a cotton merchant, was not a customer of the warehouses, and never directly paid any of the warehouses for Julien Company's storage charges.

Each warehouse involved in this case stored the Julien Company's cotton and issued negotiable warehouse receipts representing the individual bales of cotton stored. Most of these receipts contain language stating that "[u]pon surrender of this receipt and the payment of all liens due the warehouseman, said cotton will be delivered to the bearer." Most of them also mention the tariffs as specifying charges. Many of the tariffs, in turn, state that whoever surrenders the receipts will be liable for the storage charges. But, none of the warehouses sent its tariffs to Bankers Trust or its collateral sub-custodian, L & S Cotton Systems. Each warehouse did, however, release and ship the Julien Company's cotton, upon the Julien Company's request and direction, without first being paid by the Julien Company for the accrued storage charges. Because Bankers Trust had possession of the receipts, the Julien Company sent a tag list identifying the cotton and shipping documents to L & S Cotton Systems, who forwarded these along with the receipts to the warehouses. Despite having the legal right to refuse to ship the cotton until their storage charges were paid, the warehouses waived their lien rights by releasing the cotton and invoicing the Julien Company for the charges.

In January 1990, Bankers Trust and two other creditors had the Julien Company placed involuntarily in bankruptcy. At the time, the warehouses had unpaid invoices from the Julien Company dating back six months and totaling over one million dollars; none ever contacted Bankers Trust or L & S Cotton Systems to request payment. Twenty-one of the warehouses involved here were also plaintiffs in adversary proceedings filed in the Julien Company's bankruptcy. They sought to establish a general lien against cotton still in their possession for payment of the same storage charges at issue here; They claimed that the Julien Company owned the cotton, contracted for its storage, and consequently owed the accrued charges. The warehouses' claims were unsuccessful in the bankruptcy proceedings. Sunflower Compress v. Julien Co., 136 B.R. 784 (Bankr.W.D.Tenn.1992); Bluebonnet Warehouse Corp. v. Julien Co., 136 B.R. 765 (Bankr.W.D.Tenn.1992).

On May 24, 1991, while the bankruptcy proceedings were still pending, the warehouses initiated this action in the district court claiming that Bankers Trust owed the storage charges. The warehouses argued that because Bankers Trust surrendered the warehouse receipts for shipment of the cotton, it owed the storage charges under a theory of either express or implied contract. In ruling on cross-motions for summary judgment, the district court disagreed. Bankers Trust never expressly agreed to pay the storage charges. The court also found that, based on the undisputed facts, there was insufficient evidence from which a jury could conclude that Bankers Trust implicitly agreed or promised to pay the storage charges upon shipment of the cotton if the warehouses failed to exercise on their liens. The court granted summary judgment in favor of Bankers Trust, from which the warehouses now appeal. In doing so, they seek to circumvent both the specific lien provisions of the U.C.C. and the bankruptcy proceedings.

Before this Court, the warehouses maintain that express or implied contracts exist for the payment of storage charges by virtue of Bankers Trust surrendering the warehouse receipts. They assert that the bases and terms of these contracts are found in the language of the warehouse receipts and the tariffs. Bankers Trust, in turn, contends that if a warehouse waives its lien and does not collect its charges before releasing the cotton, electing instead to invoice the cotton merchant, the warehouse has simply...