I.F.S., Inc. v. Nat'l Credit Unions Admin. Bd. (In re I.F.S., Inc.)
UNPUBLISHED
See 221.pdf
Debtor pledged stock in one of its companies to secure its guaranty of obligations owing to credit union. The pledge agreement provided that, in the event of debtor's default, credit union would have all rights with respect to the shares "as if it were the absolute owner" of them. Debtor defaulted on a payment, and credit union demanded immediate payment of all principal and interest. As payment was not made, credit union notified debtor that it would begin efforts to sell the pledged stocks. Credit Union, representing itself to be the lawful owner of the stock, ultimately entered into a sale agreement with a third party buyer, subject to some conditions. Debtor filed a chapter 11 bankruptcy petition and, shortly thereafter, credit union and buyer closed the sale. Debtor filed an adversary complaint, seeking to avoid the sale of the stock under 11 U.S.C. § 549, as an unauthorized transfer of estate property in violation of 11 U.S.C. § 362(a). On competing motions for summary judgment, the court held that "title" to the stock was irrelevant under the Missouri version of the Uniform Commercial Code. Because credit union perfected its security interest in the stock by possession and gave debtor notice of its intent to sell, the court determined that debtor's only right with respect to the stock was a right of redemption under U.C.C. § 9-504, which terminated when credit union entered into the sale contract with third party. The court determined that the fact that conditions for purchaser's performance under the sale contract were only available to purchaser and, at most, gave debtor a redemption right that was contingent on purchaser's non-performance, and it would be improvident to grant debtor any relief under § 549 based on such a contingency. For similar reasons, the court ruled that closing of the sale to purchaser was not a violation of the automatic stay that would entitle debtor to relief. Debtor's motion for summary judgment was denied, and the motions by credit union and purchaser for summary judgment were granted. This decision was affirmed by the district court in 221.pdf.