Elton, Inc. v. United States (In re Boswell Land & Livestock, Inc.)
UNPUBLISHED
Debtor obtained a loan and, in exchange, gave lender a trust deed covering five parcels of real property. Debtor subsequently sold one of the five parcels to plaintiff pursuant to a Uniform Real Estate Contract, and plaintiff filed notice of that contract with the county recorder. Debtor then granted lender another trust deed to the five parcels in exchange for a new loan. After plaintiff had fully paid debtor for its parcel, debtor issued it a warranty deed for that parcel, which plaintiff recorded. However, although plaintiff paid debtor in full for its parcel, debtor had not fully paid lender on its loans. After debtor filed its bankruptcy petition, plaintiff filed an action to determine the rights of the parties in the parcel it had purchased. Plaintiff first asserted that the doctrine of inverse order of alienation was applicable and required lender to first look to property retained by debtor for satisfaction of its lien. The court rejected that argument, concluding that the doctrine was inapplicable because the documents related to the sale to plaintiff indicated that plaintiff intended to take the parcel subject to lender's lien. Plaintiff's second argument was that lender's lien was invalid, having been extinguished when the real estate contract payments were completed. The court agreed, based on the doctrine of equitable conversion, concluding that debtor's rights to the property after it was sold under the real estate contract were considered "personalty" since its rights were limited to receipt of payments. Purchaser's rights under such a contract are considered "realty." Once the contract payments were completed, seller's rights to the property were terminated. Since all debtor could transfer to lender was the interest it had, lender's lien terminated upon plaintiff's full payment of the contract, even though debtor had failed to use plaintiff's payments to fully satisfy lender's loan. Judgment was granted to plaintiff.