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Show State of Utah In The Supreme Court of The convert said cash for is effective according to its terms between the parties, against purchasers of the collateral and against creditors. . the asaigneej ia to property into benefit of the creditors of the said first party assignor and that the proceeds are to be applied as follows: Lthe , MONDAY, OCTOBER 21, 1974 INTERMOUNTAIN COMMERCIAL RECORD PAGE TEN' ment . review of the terms of the security agreement, for which a financing statement was filed in Utah, indicates that the debtor was conducting business at a particular address. The collateral was the inventory held for sale by the debtor in the daily conduct of his business. The agreement pro-vidthat the debtor would keep the collateral located at the premises. In other words, the parties agreed and identified a specific "res" the inventory and its proceeds, which were to be the collateral. The general term "inventory wherever located" if read within the context of the agreement did not expand or change the specific description but merely provided for such contingencies as a change of address or sale, exchange, or other disposition of the inventory by the debtor. Defendant has not claimed that the inventory, which constituted the collateral, was moved from its location or manipulated by the survivor corporation. The parties to the agreement, which included their successors and assigns, specifically described the inventory which was to constitute the collateral. Defendant cannot extend this description to cover collateral not within the express understanding of the parties. The trial court did not err in its determination that defendant did not have a security interest in proceeds of inventory liquidated by plaintiff at other stores not covered by the security agreement. A 1st. To pay the expenses incidental to the carrying out of this agreement. ed To pay such claims as may be 2nd. Emphasis added. preferred by law. Plaintiff was not authorized to make a credit sale, and defendant as a secured party had priority to the proceeds under the terms of the assignment, 9 as well as under the Uniform Commercial Code. 1 Defendant further contends that its security interest covered the proceeds from the inventory of all the stores,, and the trial court erred in limiting defendant's priority to the proceeds from inventory. at two of the stores. Defendant cites Section U. C. A. 1953, as amended 1961, which provides: v (e) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or' against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation. Defendant further asserts that it has a priority to the proceeds held by. plaintiff based on its security interest in the inventory delivered in Arizona to another one of the constituent corporations merged into The Company Enterprises. Defendant filed its financing statement in Arizona and not in Utah. Since defendant's security interest was not perfected in Utah, it is subordi- nate to the rights of plaintiff. Defendant urges that since the security agreements covered "inventory wherever located" as the collateral, that upon merger all of the inventory of the surviving corporation became subject to the security interest. The judgment of the trial court is affirmed with the sole modification that defendant was entitled to the cash proceeds from the inventory at the First South Store, without any allocation. Each party should bear its own costs. U. C. A. 1953, as amended 1961, does not extend Section the lien upon the property of a constituent corporation to the property of the other constituents or the survivor but merely prohibits the impairment of the lien upon the property of the constituent by the merger. The statute indicates 9. See Section U.C. A. 1953. 10. U. C.A. 1953, as amended 1965; Section 70A-- 1 -- 201(22), U.C. A. 1953, as amended 1965. WE CONCUR; 10, 70A-9-306(- J. Allan Crockett, Justice an intent that property acquired solely in connection with 'the business of a particular predecessor be treated as though acquired by that predecessor, and be subject to the lien of that predecessor's mortgage to the same extent as if it were continuing. H If the lien upon the property of the constituent corporation were extended as urged by defendant, the rights of the creditors of the other constituent corporations would be impaired as a result of the merger in violation of the express provisions of the statute. R. Li. Tuckett, Justice Henriod, Justice, concurs in the result. 11. 70A-9-20- New Actions Murray City Court VSC VS DALE ANGLE . 325 9th E. $126; coat. R. J. Carl in 0, atty; 65817 Newspaper Agency Corp. vs CHRIS GOSDXS 278O Edison St 15 t 23-- 7 - R, oaj J. Carling, aty V. W. 10-3- McCleery vs Turquoise EDGAR; 11 Oil .Village E. $55 10-3-- 74 vs AL, INC. XC to University 74 IO-7-- pltf; EAGLE XNTEuNATION 10-7-- Wallace Drazeals 74 74 9- 65805 vs A. JAMES KROLL 3335 Monte Verde Dr. $180 Way N; 65823 L. a DARLE 10- 10-7- Materials 10-9- 74 74 vs KAB S 900 pltf;XC IO-7-- 65045 STEVEN H. PINKLE1 E. 89 $621 to 74 vs GAYLORD L DOROTHY DANIEL; 1999 W. No. Temple $77 to pltf; 65137 IC vs GAIL A. L HELEN L WILKINSON; 2653 Vespa; $623 IO-9-- OF POOR SERVICE? OR SLOW SERVICE Call Makes and Models Save This Ad for a 40 Discount on your next service call. Salt Lake Copy 361 E. Second So. inROYAL Limited to One Per Customer IO-9-- 74 vs DALE J. ft "LUCILLI BAILEY; 808 So. Main $585 65377 Commercial Cdt Corp. vs DARRYL COLLINS 1391 S 2nd E For Quick Quality Repair Service AH pltf; KAB 74 to pltf; 364-19- 7 We Service to 65296 Expires Nov. 30, 1974 $2 to pltf; IO-8-- 74 65428 Gene's Bldg. vs Materials CALVIN HAACKE CABINET; dba 97 Gardenia C ft H Dr. -7 $25 to pltf; 65883 Doc. ft Mer. Cdt vs DON MC LA REN j 2821 Blair $3 to 10-9- Pltf; IO-IO- -74 65684 Douglas S. Dennis dba Associated Adjustment Bur. vs MILTON GOSLAN IO978 S. 1300 W. $317 to pltf; 10-2- -7 65737 6th vs PAM BANTA 268 E. $352 to pltf; -7 UC S 10-7- 6573 IC vs WALTER ft MARLENE K. WALLIS; 521 S. House Ln $160 to pltf; 65756 University of Ut. Hosp. IO-9-- 74 vs RONALD E. 3150 E. , pltf; BROWN S. $25 to pltf -7 -7 BASSO: to pltf -7 65875 Doc. ft Mer. Cdt vs HENRI E. GREENLAND; 279 S 700 E. $302; $25 to pltf; 10-8- -7 Monday. October 21,197U 2665b 26655 - Leslie D. Murdock Issuing a bad check Atty; James Barber 26102 Embezzlement Atty; S. J. Hatch - Garrison Frank Lease 26951 Attempted Murder Atty; L. Brown 2C667 - Scott Stewart Criminal Homicide Atty; J. Mclntyre - Frank Mike Tafoya - Frank' Mike Tafoya Failure to stop -- 27022 - Mark David Raddon Larceny Atty; B. White - Johnny Brent Wallace Atty; L. Brown 26970 Keith Noel Brown Disorderly conduct Atty; II. Wilkinson 2696I Atty; G. Athay - Sidney Susan Brown Poss of cont. substance Atty; G. Athay 270M - James Glosgow Theft Atty; R. Shuey -- Robert Loader Wednesday, October 23.1971 27023 - Richard Orgill Theft Atty; -26829 - Jim Robertson Charge Atty; J. Kunkler 27010 - Leonard Woodall Atty; 27107 Theft Atty; 26888 26889 Atty; 2713 - Failure to stop Atty - - Petit Poss of Cont. substance Atty; G. Athay 27019 - Dorothy Cordova Luna Poss of cont. substance Atty; G. Athay 27020 - Craig Donald Neff Poss of cont. substance Charge Vuyk Atty - Tuesday , October 22. 1971 2701b - Jody Christine Neff Theft Atty; J. Kunkler 26876 - David Jenkins Forcible Sex Abuse Atty; J. Edmonds - Alan Higgins Carl Stock Smith 27017 Athay Atty; - Henry L. Gwynn Interferring with Officer Atty; 27026 27052 259U1 27016 I. 27021 Third District Court Calendar I. D. U. R. Van Sciver Thomas S. Page G. 74 SAB 6582 WSC VS PETER R. 795 V 5055 S. $239 MILGATE; 7315 S 298) E. $139 to pltf; 63873 IC vs JOYCE S. 0RT0N 7Z Front Ave. $53 to pltf; IS YOUR TYPEWRITER TIRED? 10-9- -7 64818 3981 IO-- Atty; L, D. A. 26352 - Richard F. Reese Charge Atty; B. Gold 27IOO - Thomas Self Page Charge - DUI Atty; - 65817 Cdt Bur of SLC vs ROBERT D. ft SANDRA BRYS0N; 2878 E. 7320 S. $185 to pltf; vs CHRIS GOSDIS; 278O Edison St. $352 to pltf; IO-9-- - - George Leroy King Unlawful distribution 27076 26216 Coats-vil- le Ave. C; $63 to 65806 172 -7 IO-9-- 74 HATSIS dba TOM Wolfes Sportsmans Hdqtrs vs 65827 Newspaper Agency Corp. vs JESS S 10-8-- MICHAEL CROUCH; 607 10-1-- 74 10-7-- 74 63503 Gene's Bldg vs to pltf 1 BAR- IO-7- $751 to pltf; 65826 WSC vs DALE ANGLE 4325 S. 9th E. $157 to pltf; 10-7- 5060 JACKMAN; .UC tSteele HOWARD W. 379 S. Main; -7 $861 to pltf; 65765 H. Wolfe ft Others dba Evergreen St. 10-3- $29 to pltf THE H0FBRAU; R. ft MILLIE HATCH, JAY LAMB; 2795 vs $190 65663 DOWNWARC 7 KAB St. vs BERNHARDT M. 828 Browning Ave. vs 30-- 3850 S. W BARA IO-7-- 74 $16 to pltf; GCC MONTY - ft CONNIE WENDELL 6576O SAB So. EL-SO- 10-1-- pltf; -7 10-4- 10-3-- 7fc S. Dennis dba Asso. Adjustment Bur. vs IO-7- 1761 -7 $223 to pltf; 65810 KAB vs RONALD H. ft CAROLINE H0VEY; 65 W. 3650 $186 to pltf; 65738 SAB vs SHANNON E. NI 786 Roosevelt Ave. $63 to pltf; 6572 IC vs MAX J. ft JOAN SMITH; 580 Wallace Ln. $100 to pltf; 65763 Harry L. Wharton vs LARRY W. LINAM; 57 E. Angelo $558 to pltf; 65767 XC vs ROBERT J. PINDER 4- -7 3362 STRAHL; to -7 DAVIS; 1165 65683 Douglas 65689 RESTAURANT ft ROBERT HOLT, Court Calendar vs 65809 Bk ft Trs Co. vs AUGUSTINE B. ft KARY JANE L. HAYNES j 2l6 New Star Dr. $500 to pltf j RODB Third District S. 2600 E. $905 to to pltf; KAB 65715 Burton Lumber ft Hardware Co. vs THE PINE BOUGH pltf;VI EUGENE - 10-2-- 74 vs THOKAS ROSS; 237 570 So. $353 to pltf; 65716 Murray City Court 6561 Theodore (b), Murray City Court ft STERLING A. MEYER; 10-7-- 74 3357 Bernada Dr. $373 Judgments 10- Gillnore Dr.' $858 to pltf; 65711 UC 3-7 9- 70A-9-301(l)- 87-8- Judgments S $338 13 Minn. 9, .L. R. 81, Foley and Pogue, After -- Acquired Property Under Indentures. Conflicting Mortgage 12. U.C. A. 1953, as amended 1965. 1, Section U. C. A. 1953, as amended 1965, provides: Except as otherwise provided by this act a security agree 65826 Ellett, Justice A. H. 4), , - L. Brown Winfred L. Smith & Poss of stolen veh. L. Keller Joseph Strader Poss of infernal mach. B. Lubeck Robert B. Erickson Vio. Sec. ll-6-- V Atty; S. McCaughey 27004 - Robert Lon Richards Fore. Sex. Abuse Atty; D. Bown Thursday , October 2. I97I1 |