Question
Minnesota Consumer Computers (MCC) is a Minnesota corporation specializing in the retail distribution of personal computers to consumers. Established in 2010, MCC initially opened outlets
- Minnesota Consumer Computers (MCC) is a Minnesota corporation specializing in the retail distribution of personal computers to consumers. Established in 2010, MCC initially opened outlets only in Minnesota. Computer Systems Inc. (CSI) is a wholesale distributor of personal computers to customers in all parts of the United States. Until late 2016, CSI also distributed computers through its own retail outlets in Minnesota, Wisconsin and Iowa.
On September 3, 2017, CSI agreed to sell MCC all of CSIs retail outlets, including each outlets entire inventory, for $3.2 million, payable in 60 monthly installments, beginning October 1, 2017. MCC signed an installment note in this amount, and a security agreement granting CSI a security interest in
MCCs present and future computer inventory and proceeds from the sale thereof.
CSI promptly filed in the Minnesota Secretary of States office a financing statement setting out the names and addresses of the parties and describing the collateral as computer inventory and accounts. (You may assume that this is a correct financing statement and filed in the correct place). The September 3, 2017 contract also committed MCC to purchase from CSI a percentage of CSIs future inventory of personal computers, as calculated according to a carefully drafted formula. The parties agreed that CSI would send these computers to a warehouse owned by an independent warehouse company in Duluth, Minnesota. MCC would then direct the warehouse operator to forward the computers to the relevant outlets.
On July 1, 2018, MCC defaulted on its payments to CSI. On July 15, 2018, MCC voluntarily turned over to CSI all its accounts receivable and the inventory in all of MCCs retail outlets. (N.B.: This just means that NCC allowed CSI to peacefully repossess.) CSI immediately notified all of MCCs account debtors to make future payments to CSI. On July 22, 2018, MCC filed a voluntary bankruptcy petition to initiate a Chapter 7 proceeding, listing among its assets:
Computer inventory
$1,400,000
In the bankruptcy proceeding U.S. Bank has filed a claim for possession to some of MCC computers. They can show that in April 1, 2017 CSI borrowed $2 million to purchase computer inventory. U.S. Bank perfect by filing a financing statement in the proper place on that date. At the time of the bankruptcy, U.S. Bank can prove that $.7 million of the inventory in MCCs possession are the computers that they financed on April 1, 2017. In regard to the other $.7 million of computer inventory, the evidence will show that MCC bought $.7 million worth of computers from Computer Wholesalers on July 15, 2018 and Computer Wholesalers financed that purchase. Computer Wholesalers had them complete a proper financing statement and they filed that statement on July 25, 2018. The bankruptcy trustee has hired you to evaluate who will get what of MCCs computer inventory. (the possibilities are CSI, U.S. Bank, and/or the trustee) You must provide a full legal explanation of your answer. (worth 30 points)
- Using the same company in a different fact pattern. Assume MCC filed for bankruptcy on November 1, 2019. In the bankruptcy proceedings the facts will show the following:
- On December 1, 2018, MCC borrowed $50,000 from the U.S. Bank branch in Duluth, Minnesota. The agreement was that this loan would be paid back on November 30, 2019 in one payment plus interest. However, MCC paid back $25,000 of that loan on March 1, 2019. The facts will also show that the vice president of the local U.S. Bank is the brother of the CEO of MCC.
- On January 31, 2019 MCC borrowed $35000 from Wells Fargo bank. The agreement was that this would be paid back in monthly installments of $3,062 (this means 12 payments at 4% interest). MCC made these payments each month right up to the bankruptcy filing.
- On June 1, 2019 MCC bought $25,000 worth of computers from Computer Sales. Computer Sales agreed to finance them. MCC got possession of these computers for their inventory on June 3, 2019. Computer Sales overlooked filing the financing statement until June 25, 2019.
- On July 5, 2019, MCC purchased some office furniture from Business Furniture Sales. BFS financed this furniture and had MCC fill out a financing statement on that day. BFS delivered the furniture to MCC on July 6, 2019 and filed the financing statement on July 24, 2019.
In each of the above tell me whether the trustee gets the property or whether the respective lender gets the property. You must fully explain each answer with the correct rules.
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