S.E.L. Maduro (Florida) Inc. v. Strachan Shipping Co., 85-5826
| Decision Date | 08 October 1986 |
| Docket Number | No. 85-5826,85-5826 |
| Citation | 800 F.2d 1572,2 UCC Rep.Serv. 687 |
| Parties | 2 UCC Rep.Serv.2d 687 S.E.L. MADURO (FLORIDA) INC., Plaintiff-Appellee, v. STRACHAN SHIPPING COMPANY, Defendant-Appellant. |
| Court | U.S. Court of Appeals — Eleventh Circuit |
C. Robert Murray, Canning & Murray, Miami, Fla., for defendant-appellant.
Hayden & Milliken, Robert W. Blanck, Miami, Fla., for plaintiff-appellee.
Appeal from the United States District Court for the Southern District of Florida.
Before RONEY, Chief Judge, HENDERSON *, Senior Circuit Judge, and ATKINS **, Senior District Judge.
This case involves the competing claims of the parties under Article 9 of the Uniform Commercial Code (U.C.C.), Fla.Stat. Ch. 679, which deals with secured transactions. Both parties claim they hold a security interest in certain freight receivables which is superior to any interest which may be held by the other party. The district court found that the plaintiff/appellee, S.E.L. Maduro (Florida), Inc. (Maduro) had an enforceable security interest good against the defendant/appellant, Strachan Shipping Company (Strachan) as to the freight receivables on voyage 5134 but not on voyage 6126. The appellant is appealing the district court's decision involving the freight receivables on voyage 5134.
This court finds that Linea Manaure C.A. (Manaure), an ocean carrier of cargo, had rights in freight receivables from voyage 5134 that it could and did assign to Maduro as its agent. Maduro had an unperfected attached security interest in freight receivables on voyages commencing after September 17, 1982, less servicing disbursements. Strachan is an unsecured creditor vis-a-vis Maduro for freight receivables on voyages after September 17, 1982. Strachan's position is, thus, inferior to Maduro's interest after that date. The district court's final judgment is AFFIRMED in all aspects.
The facts are not in dispute. On January 8, 1981, Strachan entered into a general agency agreement with Manaure effective April 1, 1981. An addendum to that agreement was executed by the parties on May 1, 1982, extending Manaure's credit limit from Strachan to $3,000,000.
On September 2, 1982, Maduro entered into a general agency agreement with Manaure. This agreement was not to take effect until termination of the Strachan agreement, which had a ninety day termination clause. Manaure telexed Strachan on September 10, 1982 formally notifying them of cancellation of the agency contract with the ninety day termination period beginning that day.
The next two Manaure voyages after the notice of termination was given to Strachan were voyages 6126 and 5134. Strachan worked these voyages, but refused to provide additional credit to Manaure to finance these voyages. Manaure contacted Maduro and requested that they undertake to finance these voyages. Maduro issued checks to Manaure for financing of these specific voyages.
On September 23, 1982, Maduro was requested by Manaure to assume all general agency and stevedoring duties for Manaure because of the inability of Manaure and Strachan to resolve their differences. From this day until the eventual ceasing of operations by Manaure, Maduro was their general agent and stevedore. On September 24, 1982, Manaure issued a document entitled "Important Notice Memorandum" to all shippers, freight forwarders, and its customers, notifying them that effective immediately all proceeds for freight monies or other charges owed to Manaure should be sent to their new agent, Maduro.
As part of the agreement entered into by Manaure and Maduro, Manaure made a written assignment, dated September 29, 1982, of all right, title and interest in all Sometime in November, 1982, Manaure and Strachan executed a document entitled "Agreement." The document provided that by December 20, 1982 each party would make claim against the other for those amounts either claimed they were owed. On December 20, 1982, after a reconciliation was to have taken place between the parties, the company found to be deficient would make payment pursuant to that deficiency. However, there was no evidence showing that this accounting ever took place, and the agreement was never implemented in full.
receivables due or to become due represented by Manaure freight manifests dated subsequent to September 17, 1982, to Maduro. The freight manifest for voyage 6126 was dated on September 17, 1982 and the freight manifest for voyage 5134 was dated subsequent to September 17, 1982.
Maduro collected some of the freights from voyages 6126 and 5134. Maduro made demand upon Strachan for freight monies Strachan had collected from voyages 6126 and 5134. Strachan alleged they were entitled to those proceeds and refused to pay these monies to Maduro.
SECURITY INTEREST HAD PRIORITY OVER THE GENERAL
Article 9 of the Uniform Commercial Code, Fla.Stat. ch. 679, does not require that Maduro, as a holder of an unperfected security interest, advise Strachan, a general unsecured creditor, of its agreement. Strachan has not cited any case law to support its counterclaim that Maduro's security interest must fail because Strachan did not have actual knowledge of the September 29, 1982 assignment. Fla.Stat. Sec. 679.301 governs the rules of priority of an unperfected security interest. The district court held that Maduro had an unperfected security interest in voyage 5134. In order to perfect their security interest Maduro was required to file its assignment. Fla.Stat. Sec. 679.304(1).
Since Maduro did not perfect its security interest by filing, the trial court looked to Fla.Stat. Sec. 679.301 which governs third parties whose interest would have priority over Maduro's unperfected security interest. The district court found that Strachan's interest as an unsecured creditor could not be superior to that of Maduro's unperfected security interest in voyage 5134.
In addition, Maduro asserts that Strachan's purported lack of knowledge concerning the assignment was the result of their failure to inquire into the relationships of the parties. Strachan, through its representative, admits receiving a notice sent by Manaure to all shippers, freight forwarders and its customers on September 24, 1982. See Deposition of John Tureman, Jr. at 36. The notice advised these clients that all freights were to be made payable to S.E.L. Maduro as new agent for Manaure. Strachan's local regional manager testified that he made no inquiry of the local Manaure representatives concerning the reason for this circular. Id. This circular should have placed Strachan on notice that Maduro had assumed the financing of Manaure voyages due to Strachan's admitted refusal to do so and Maduro would receive the freight payments, as Strachan had been doing before them.
The district court did not err in its finding that Strachan did not have a security interest in voyage 5134. If Strachan did have a security interest then the first party to perfect that interest (or possibly to give notice to the debtor) would have a prior right. Fla.Stat. Sec. 679.312(5). Since Strachan was nothing more than an unsecured creditor of Manaure, the district court did not err in finding that Strachan does not have priority over Maduro's unperfected security interest.
The district court held that Strachan had no prior right to the freights of voyage In order for Strachan to claim a right in the freights of voyage 5134 they must prove a security interest as opposed to the status of a general unsecured creditor. Strachan has not cited any authority to support its contention that a general unsecured creditor has a superior right to a debtor's account receivables over the assignee of those receivables. In the absence of such controlling authority, the decision of the district court must be affirmed.
5134 and Manaure could, therefore, freely assign the receivables to Maduro. The appellant argues that Manaure's assignment to Maduro conveyed no rights to the freight receivables. Strachan's claim is without merit. The freights of each particular voyage were always Manaure's to dispose of unless assigned or otherwise pledged by a security instrument. As between Maduro and Strachan the district court correctly held that only Maduro held a security interest in those freights. Thus, Strachan cannot claim a prior right to the freights of Manaure merely because Manaure was purportedly indebted to Strachan.
FREIGHTS AND ITS PURPORTED "AGREEMENT" COMPLETELY FAILED TO
Strachan asserts that their interest in the proceeds was perfected by possession. The proceeds are perfected, however, only if the original collateral was perfected. One must first have a security interest before that interest can be perfected by possession or otherwise. Strachan must prove a valid security interest in the freights before its claim can be perfected. It has not done so.
Strachan did not have a security agreement with regard to the freights, and its purported "agreement" completely failed to comply with the specific requirements of the Uniform Commercial Code for valid security agreements. Fla.Stat. Sec. 679.203 provides that a security interest is not enforceable against third parties unless the debtor has signed a security agreement which contains the description of the collateral. To be a "security agreement," the agreement must be written, contain a debtor's signature, and contain a description of the collateral. See also, Official Comment 1, U.C.C. Sec. 9-203. An added step is necessary for the agreement to "attach": value must be given and the debtor must have rights in the collateral. Fla.Stat. Sec. 679.203(1). Fla.Stat....
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