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  "id": 4306718,
  "name": "TRAVEL EXPRESS AVIATION MAINTENANCE, INC., et al., Plaintiffs-Appellants, v. BRIDGEVIEW BANK GROUP, f/k/a Uptown National Bank, et al., Defendants-Appellees (Fasti USA, Inc., Defendant)",
  "name_abbreviation": "Travel Express Aviation Maintenance, Inc. v. Bridgeview Bank Group",
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    "parties": [
      "TRAVEL EXPRESS AVIATION MAINTENANCE, INC., et al., Plaintiffs-Appellants, v. BRIDGEVIEW BANK GROUP, f/k/a Uptown National Bank, et al., Defendants-Appellees (Fasti USA, Inc., Defendant)."
    ],
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      {
        "text": "JUSTICE BOWMAN\ndelivered the judgment of the court, with opinion.\nJustices Hudson and Birkett concurred in the judgment and opinion.\nOPINION\nPlaintiffs, Travel Express Aviation Maintenance, Inc., and Travel Express Aviation, LLC, appeal from the trial court\u2019s dismissal of their claims against defendants Bridgeview Bank Group, f/k/a Uptown National Bank (Bridgeview), and Royal Palm Aviation, LLC (Royal Palm). At issue is whether plaintiffs or Bridgeview had priority in their claims against an aircraft originally owned by defendant Fasti USA, Inc. (Fasti). The trial court effectively determined that Bridge-view, whose claim against the plane predated plaintiffs\u2019 claims by several years, was not required to file a continuation statement with the Federal Aviation Administration (FAA) to maintain the perfection of its claim. Therefore, Bridgeview\u2019s claim retained its priority. We affirm.\nI. BACKGROUND\nAround May 2001, Bridgeview loaned money to Fasti. In return, Bridgeview received a promissory note and a security agreement giving it a security interest in a 1979 Cessna aircraft that Fasti owned. On July 9, 2001, Bridgeview recorded the security agreement with the FAA. Fasti breached the security agreement on August 18, 2008, and Bridgeview repossessed the plane on October 7, 2008. On April 8, 2009, Bridgeview issued a notice to plaintiffs, among others, of a private Uniform Commercial Code (810 ILCS 5/1 \u2014 101 et seq. (West 2008)) sale of the aircraft, to take place on April 20, 2009. Royal Palm purchased the plane, and the bill of sale was recorded with the FAA on June 22, 2009.\nMeanwhile, on February 14, 2005, plaintiffs filed a lien statement with the FAA for $55,000 worth of work they had completed on the plane for Fasti by December 30, 2004. On October 1, 2008, plaintiffs filed a lien statement with the FAA for $36,272.68 worth of work they had completed on the plane for Fasti by September 11, 2008.\nOn September 10, 2009, plaintiffs filed a complaint to foreclose on their liens. The complaint contained six counts. Counts I through III related to the $36,272.68 lien. Count I was directed against all three defendants and sought a judgment foreclosing the lien; count II was directed against Bridgeview and sought an accounting; and count III was directed against Fasti and alleged breach of contract. Counts IV through VI related to the $55,000 lien. Count IV was directed against all three defendants and sought a judgment foreclosing the lien; count V was directed against Bridgeview and sought an accounting; and count VI was directed against Fasti and alleged breach of contract.\nBridgeview filed a motion to dismiss on October 22, 2009. Bridge-view sought to dismiss counts I and IV of plaintiffs\u2019 complaint, pursuant to section 2 \u2014 619 of the Code of Civil Procedure (Code) (735 ILCS 5/2 \u2014 619 (West 2008)). It argued, inter alia, that its security interest had priority over plaintiffs\u2019 lien claims. Bridgeview further sought to dismiss counts II and V pursuant to section 2 \u2014 615 of the Code (735 ILCS 5/2 \u2014 615 (West 2008)), arguing that plaintiffs failed to state a claim for an accounting because they did not allege that they had an inadequate remedy at law. On December 28, 2009, the trial court granted Bridgeview\u2019s motion and dismissed the counts against it. It further sua sponte dismissed counts I and IV as to Royal Palm and Fasti. The trial court included language under Supreme Court Rule 304(a) (Ill. S. Ct. R. 304(a) (eff. Jan. 1, 2006)) that there was no reason to delay the enforcement or appeal of the order. Plaintiffs timely appealed.\nII. ANALYSIS\nOn appeal, plaintiffs challenge the trial court\u2019s grant of Bridge-view\u2019s motion to dismiss. In reviewing the grant of a section 2 \u2014 619 motion, we must interpret the pleadings and supporting materials in the light most favorable to the plaintiff. Abruzzo v. City of Park Ridge, 231 Ill. 2d 324, 332 (2008). A section 2 \u2014 619 dismissal resembles the grant of a motion for summary judgment; we must determine whether a genuine issue of material fact should have precluded the dismissal or, absent such an issue of fact, whether the dismissal was proper as a matter of law. Raintree Homes, Inc. v. Village of Long Grove, 209 Ill. 2d 248, 254 (2004). A section 2 \u2014 615 motion to dismiss attacks the legal sufficiency of the complaint. We must determine whether the allegations, when construed in the light most favorable to the plaintiff, sufficiently state a cause of action upon which relief can be granted. Turner v. Memorial Medical Center, 233 Ill. 2d 494, 499 (2009). A cause of action should not be dismissed under section 2 \u2014 615 unless no set of facts can be proved entitling the plaintiff to recover. Id. We review de novo the grant of a motion to dismiss under either section 2 \u2014 615 or section 2 \u2014 619. Westfield Insurance Co. v. Birkey\u2019s Farm Store, Inc., 399 Ill. App. 3d 219, 231 (2010).\nThis case further requires us to interpret statutes. The primary rule of statutory construction is to give effect to the legislature\u2019s intent, which is best determined by the statutory language\u2019s plain and ordinary meaning. Solon v. Midwest Medical Records Ass\u2019n, 236 Ill. 2d 433, 440 (2010). We will not read into the language any exceptions, limitations, or conditions that conflict with the expressed intent. Id. at 441. Statutory construction presents a question of law, which we review de novo. Id. at 439.\nPlaintiffs argue that the trial court erred in finding that Bridgeview was not required to file a continuation statement with the FAA to maintain perfection of its security interest in the aircraft. Federal law requires that every aircraft transfer be evidenced by an instrument recorded with the FAA before the rights of innocent third parties can be affected. 49 U.S.C. \u00a7\u00a744107, 44108 (2006); Philko Aviation, Inc. v. Shacket, 462 U.S. 406, 409-10 (1983). Section 44107 of the Federal Aviation Administration Act requires the FAA\u2019s administrator to establish a system for recording, among other things, \u201cconveyances that affect an interest in civil aircraft of the United States.\u201d 49 U.S.C. \u00a744107(a)(1) (2006). \u201cConveyance\u201d is defined as \u201can instrument, including a conditional sales contract, affecting title to, or an interest in, property.\u201d 49 U.S.C. \u00a740102(a)(19) (2006). Section 44108 of the Federal Aviation Administration Act provides in relevant part:\n\u201c(a) Validity Before Filing. \u2014 Until a conveyance, lease, or instrument executed for security purposes that may be recorded under section 44107(a)(1) or (2) of this title is filed for recording, the conveyance, lease, or instrument is valid only against\u2014\n(1) the person making the conveyance, lease, or instrument;\n(2) that person\u2019s heirs and devisees; and\n(3) a person having actual notice of the conveyance, lease, or instrument.\n(b) Period of Validity. \u2014 When a conveyance, lease, or instrument is recorded under section 44107 of this title, the conveyance, lease, or instrument is valid from the date of filing against all persons, without other recordation, except that [exceptions not applicable.]\n* * *\n(c) Applicable Laws. \u2014 (1) The validity of a conveyance, lease, or instrument that may be recorded under section 44107 of this title is subject to the laws of the State, the District of Columbia, or the territory or possession of the United States at which the conveyance, lease, or instrument is delivered, regardless of the place at which the subject of the conveyance, lease, or instrument is located or delivered.\u201d (Emphasis added.) 49 U.S.C. \u00a744108 (2006).\nThe federal registration process was designed to create a central clearing house to record titles so that everyone has easy access to claims, liens, or legal interests in a civilian aircraft. Philko Aviation, Inc., 462 U.S. at 411. Therefore, in creating the registration system, Congress intended that it \u201cpreempt any state law under which a transfer without a recordable conveyance would be valid against innocent transferees or lienholders who have recorded.\u201d Id. at 410. In this case, it is undisputed that Bridgeview properly recorded its security interest in Fasti\u2019s aircraft on July 9, 2001.\nPlaintiffs rely on Illinois\u2019s Uniform Commercial Code (Commercial Code) (810 ILCS 5/1 \u2014 101 et seq. (West 2008)). The Commercial Code requires the in-state filing of a financing statement to perfect a security interest, but this requirement does not apply to, among others, \u201cproperty subject to a statute, regulation, or treaty described in Section 9 \u2014 311(a).\u201d 810 ILCS 5/9 \u2014 310(b)(3) (West 2008). Section 9 \u2014 311(a)(1) provides in relevant part:\n\u201c(a) Security interest subject to other law. Except as otherwise provided in subsection (d) [not applicable here], the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:\n(1) a statute, regulation, or treaty of the United States whose requirements for a security interest\u2019s obtaining priority over the rights of a hen creditor with respect to property preempt Section 9 \u2014 310(a)[.]\u201d 810 ILCS 5/9 \u2014 311(a)(1) (West 2008).\nThus, the Commercial Code also recognizes that any federal statutory requirements would prevail for perfecting a security interest in property, and the Commercial Code exempts parties with such security interests from its filing requirements. In fact, the official comments to section 9 \u2014 311 specifically mention the registry for civilian aircrafts as an example of the type of federal statute referred to in subsection (a)(1). 810 ILCS Ann. 5/9 \u2014 311, Uniform Commercial Code Comment, at 510 (Smith-Hurd 2004).\nPlaintiffs do not dispute that under Illinois law Bridgeview\u2019s security interest originally had priority over their liens due to Bridgeview\u2019s earlier perfection of its security interest. See 770 ILCS 45/4 (West 2008) (lien \u201cshall be subject to the lien of any bona fide security interest as defined in the Uniform Commercial Code upon the same chattel recorded prior to the commencement of any lien herein created\u201d). Rather, plaintiffs argue that Bridgeview was required under the Commercial Code to file a continuation statement with the FAA to maintain perfection of its security interest and that its failure to do so resulted in plaintiffs\u2019 liens having priority. Section 9 \u2014 515 of the Commercial Code provides that a filed financing statement is effective for five years and that a continuation statement must be filed for the financing statement to remain effective for another five years. 810 ILCS 5/9 \u2014 515 (West 2008). However, section 9 \u2014 311(c) of the Commercial Code provides that \u201cduration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subsection (a) are governed by the statute, regulation, or treaty.\u201d (Emphasis added.) 810 ILCS 5/9 \u2014 311(c) (West 2008). Thus, in addition to the Supreme Court\u2019s holding that federal law preempts state law in the area of recording a security interest in a civilian aircraft, the Commercial Code expressly defers to federal law on the subject of the duration and renewal of perfection of a security interest. As stated, section 44108, governing filing with the FAA, states that \u201c[w]hen a conveyance, lease, or instrument is recorded under section 44107 of this title, the conveyance, lease, or instrument is valid from the date of filing *** without other recordation.\u201d (Emphasis added.) 49 U.S.C. \u00a744108(b) (2006). Accordingly, we agree with defendants that under the unambiguous language of the relevant statutes, Bridgeview was not required to file a continuation statement to maintain the perfection of its security interest in the aircraft.\nPlaintiffs argue that federal law does not absolutely preempt state law concerning interests in an aircraft. Plaintiffs note that priority is determined under state law (see Philko, 462 U.S. at 412-13 (all interests in aircraft \u201cmust be federally recorded before they can obtain whatever priority to which they are entitled under state law\u201d) ), as is validity (see 49 U.S.C. \u00a744108(c) (2006) (the \u201cvalidity of a conveyance, lease, or instrument that may be recorded under section 44107 *** is subject to the laws of the State *** at which the conveyance, lease, or instrument is delivered\u201d)). Plaintiffs argue that a dispute over whether a continuation statement needs to be filed by a party with an interest in a civilian aircraft for that party to maintain perfection is a \u201cpriority\u201d dispute. Plaintiffs argue that although section 9 \u2014 311(c) of the Commercial Code provides that the \u201cduration and renewal\u201d of a security interest perfected under a federal statute is governed under that statute, section 44108 is silent as to duration and renewal, so that subject would still be governed by state law, which requires the filing of a continuation statement. Plaintiffs maintain that all that is meant by section 44108\u2019s language that an \u201cinstrument is valid from the date of filing against all persons, without other recordation\u201d is that: (1) the date of filing, rather than the date the FAA actually records the instrument, determines the date of perfection, and (2) an instrument filed with the FAA need not also be filed with a state or local recording office.\nPlaintiffs\u2019 argument is without merit. The necessity of a continuation statement is a question not of priority, as plaintiffs characterize it, but rather of maintaining the perfection of a recorded security interest. Even if the phrase \u201cwithout other recordation\u201d in section 44108 is construed to mean that an instrument does not need to be filed with a state or local recording office, the Commercial Code indisputably defers to federal law on the subject of the \u201cduration and renewal of perfection of a security interest\u201d in an aircraft (810 ILCS 5/9 \u2014 311(c) (West 2008)), and section 44108 still provides that an \u201cinstrument is valid from the date of filing against all persons,\u201d without listing any applicable exceptions (49 U.S.C. \u00a744108 (2006)). To revert to the Commercial Code on the issue of a continuation statement would be reading into both the federal and the state statutes exceptions and conditions that do not exist, contrary to the rules of statutory construction. Thus, once Bridgeview filed its security interest with the FAA, the interest was perfected without the need to renew or extend its duration.\nPlaintiffs\u2019 reliance on In re Brice, 188 F.3d 576 (4th Cir. 1999), does not compel a different result. In that case, two creditors received security interests in the same aircraft in exchange for loans. As in this case, the junior creditor, Thomas Blair, argued that the senior creditor, Crestar Bank, had forfeited its priority because it failed to file a continuation statement with the FAA five years after it filed its initial security agreement. Id. at 577. In addition to a statute requiring a continuation statement, Virginia had a statute similar to section 9 \u2014 311 of the Commercial Code which provided that \u201c \u2018[djuration and renewal of perfection of a security interest perfected by compliance with the statute or treaty [of the United States] are governed by the provisions of the statute or treaty.\u2019 \u201d Id. at 578 n.4 (quoting Va. Code Ann. \u00a78.9 \u2014 302(4) (Michie 1991)). The bankruptcy court held that section 44107 of the Federal Aviation Administration Act preempted the state law requiring a continuation statement and that therefore Crestar Bank was not required to file such a statement with the FAA. The district court affirmed. Id. at 577. The Fourth Circuit Court of Appeals also affirmed, though on a different basis. It relied on section 55 \u2014 100 of the Virginia Code, which provided:\n\u201c \u2018No instrument which affects the title to or interest in any civil aircraft of the United States, as defined by federal law, ... shall be valid ... until such instrument is recorded in the office of the Civil Aeronautic[s] Administrator of the United States, or such other office as is designated by the laws of the United States as the one in which such instruments should be filed. Every such instrument so recorded in such office shall be valid as to all persons without further recordation in any office in this Commonwealth, the provisions of any other recordation statute to the contrary notwithstanding.\u2019 \u201d (Emphasis added.) Id. at 578 n.5 (quoting Va. Code Ann. \u00a755 \u2014 100 (Michie 1995)).\nThe court of appeals held that section 55 \u2014 100 applied because the security interest concerned an aircraft registered with the FAA, and under section 55 \u2014 100, no further recordation was required after the initial FAA filing. Id. at 579.\nPlaintiffs argue that since the Fourth Circuit Court of Appeals analyzed the issue under state law and relied on a statute not present in Illinois, it is reasonable to conclude that the court believed that the bank would not have otherwise been exempt from filing a continuation statement. However, in choosing to affirm the lower courts\u2019 decisions on a different basis, the court of appeals neither rejected nor accepted their analysis. Furthermore, the court of appeals interpreted the phrase \u201cwithout further recordation\u201d in section 55 \u2014 100 as not requiring additional recordation beyond the initial recordation with the FAA, and this phrase is almost the same as section 44108(b)\u2019s statement that a security agreement is valid from the date of filing \u201cwithout other recordation.\u201d\nBased on the plain reading of the relevant statutes, Bridgeview\u2019s security interest in the aircraft remained perfected upon its initial recordation and retained its priority over plaintiffs\u2019 later-recorded liens. When Bridgeview sold the plane to Royal Palm, plaintiffs\u2019 liens on the plane were extinguished. See 810 ILCS 5/9 \u2014 617(a)(3) (West 2008) (\u201c[a] secured party\u2019s disposition of collateral after default *** discharges any subordinate security interest or other subordinate lien\u201d). Therefore, the trial court properly granted Bridgeview\u2019s motion to dismiss counts I and IV Plaintiffs\u2019 arguments requesting a reversal of the dismissal of counts II and V are also premised on the position that Bridgeview\u2019s perfection of its security interest lapsed due to the lack of a continuation statement. In rejecting this position, we affirm the dismissal of counts II and V as well. The remaining counts, counts III and VI, alleged breach of contract against Fasti and are not before us on appeal. Based on our resolution of the issues, we need not address defendants\u2019 argument that plaintiffs\u2019 liens were invalid because they were filed with the FAA rather than in the county in which the work was done. See 770 ILCS 45/2 (West 2008).\nIII. CONCLUSION\nFor the foregoing reasons, we affirm the judgment of the circuit court of Kane County.\nAffirmed.\nFor purposes of this appeal, we do not differentiate between Travel Express Aviation Maintenance, Inc., and Travel Express Aviation, LLC.\nThe Philko court used the example that a party recording its interest with the FAA may still not have an enforceable interest in the plane if the instrument evidencing the transfer to the party did not comply with formal requisites of state law. Philko, 462 U.S. at 414 n.8; see also In re Gary Aircraft Corp., 681 F.2d 365, 372-75 (5th Cir. 1982) (although holder of security interest recorded with the FAA its interest in two planes before the subsequent purchaser did, purchaser was a buyer in the ordinary course of business under Texas law and therefore bought the planes free of the security interest).",
        "type": "majority",
        "author": "JUSTICE BOWMAN"
      }
    ],
    "attorneys": [
      "Jeffrey A. Meyer, of Smith & Tucker LLC, of Sycamore, for appellants.",
      "Eileen M. Sethna and Beverly A. Berneman, both of Querrey & Harrow, Ltd., of Chicago, for appellee Bridgeview Bank Group.",
      "Joseph P. Sauber, of Shearer & Agrella, of St. Charles, and David A. Cheek, of Cheek & Falcone, PLLC, of Oklahoma City, Oklahoma, for appellee Royal Palm Aviation, LLC."
    ],
    "corrections": "",
    "head_matter": "TRAVEL EXPRESS AVIATION MAINTENANCE, INC., et al., Plaintiffs-Appellants, v. BRIDGEVIEW BANK GROUP, f/k/a Uptown National Bank, et al., Defendants-Appellees (Fasti USA, Inc., Defendant).\nSecond District\nNo. 2\u201410\u20140089\nOpinion filed January 13, 2011.\nJeffrey A. Meyer, of Smith & Tucker LLC, of Sycamore, for appellants.\nEileen M. Sethna and Beverly A. Berneman, both of Querrey & Harrow, Ltd., of Chicago, for appellee Bridgeview Bank Group.\nJoseph P. Sauber, of Shearer & Agrella, of St. Charles, and David A. Cheek, of Cheek & Falcone, PLLC, of Oklahoma City, Oklahoma, for appellee Royal Palm Aviation, LLC."
  },
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  "last_page_order": 1037
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