Law School Case Brief
ProGrowth Bank, Inc. v. Wells Fargo Bank - N.A., 558 F.3d 809 (8th Cir. 2009)
Security interests in annuity contracts are perfected only if the financing statements filed with respect to those interests are sufficient under Missouri law. Mo. Rev. Stat. 400.9-310. A financing statement is sufficient only if it: (1) provides the name of the debtor; (2) provides the name of the secured party or a representative of the secured party; and (3) indicates the collateral covered by the financing statement. Mo. Rev. Stat. § 400.9-502(a). A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: (1) a description of the collateral pursuant to Mo. Rev. Stat. § 400.9-108; or (2) an indication that the financing statement covers all assets or all personal property. Mo. Rev. Stat. 400.9-504. Under § 400.9-108, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. A financing statement substantially satisfying the requirements of Article 9 of the Missouri Uniform Commercial Code is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.
Defendant Global One entered into promissory note and a security agreement with Hanson Insurance Agency. As security for the loan, Hanson assigned his interests in two separate annuity contracts, both issued by Fidelity & Guaranty. Defendant Wells Fargo, acting as a collateral agent for Global One, filed a financing statement with the Secretary of State of Missouri. The financing statement identified the contract number as "LE900015" instead of "L9E00015," and it identified the issuer as "Lincoln Benefit Life" instead of Fidelity & Guaranty. Petitioner ProGrowth then filed this lawsuit against Global One and Wells Fargo asserting a claim for a declaratory judgment decreeing that its perfected security interests in the Fidelity & Guaranty annuity contracts were prior to and superior to any perfected security interests claimed by the Defendants. ProGrowth argued that the Defendants' security interests were not perfected because the financing statements filed with respect to those interests were seriously misleading. The district court granted the summary judgment in favor of ProGrowth. Global One and Wells appealed the case.
Was the security interest of the plaintiff superior than the defendants based on the non-perfection of the security interest latter?
The Court held that the errors stated in the financing statement, on their own, did not affect the perfection of Global One’s security interest. The financing statements satisfied Mo. Rev. Stat. § 400.9-504(2) because they indicated that the security interest applied to all of the Hanson's assets. Any inaccuracies in describing the contracts were immaterial and did not render the financing statements seriously misleading under Mo. Rev. Stat. § 400.9-506(a) because a subsequent creditor should reasonably understand that the financing statements may cover all of Hanson's assets. It was then incumbent upon subsequent creditors to inquire whether specific collateral owned by Hanson was the subject of a prior security agreement. As such, the financing statements were sufficient to perfect Defendants' security interests. The Court reversed the decision fo the district court and remanded to the district court for further proceedings consistent with the opinion.
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