{
  "id": 8550338,
  "name": "CROWELL LITTLE v. COUNTY OF ORANGE and TOWN OF CHAPEL HILL",
  "name_abbreviation": "Crowell Little v. County of Orange",
  "decision_date": "1976-11-17",
  "docket_number": "No. 7615SC449",
  "first_page": "495",
  "last_page": "499",
  "citations": [
    {
      "type": "official",
      "cite": "31 N.C. App. 495"
    }
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  "court": {
    "name_abbreviation": "N.C. Ct. App.",
    "id": 14983,
    "name": "North Carolina Court of Appeals"
  },
  "jurisdiction": {
    "id": 5,
    "name_long": "North Carolina",
    "name": "N.C."
  },
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    {
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      "year": 1974,
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      "cite": "21 N.C. App. 482",
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      "year": 1974,
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    {
      "cite": "460 F. 2d 1405",
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        1326329,
        1326439
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        "/f2d/460/1405-01",
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      "cite": "334 F. Supp. 94",
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        143202
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    {
      "cite": "485 F. 2d 1328",
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        670009
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      "year": 1973,
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    {
      "cite": "504 F. 2d 1056",
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        109528
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      "year": 1974,
      "opinion_index": 0,
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    {
      "cite": "44 N.C.L. Rev. 716",
      "category": "journals:journal",
      "reporter": "N.C. L. Rev.",
      "pin_cites": [
        {
          "page": "724"
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    {
      "cite": "183 S.E. 2d 109",
      "category": "reporters:state_regional",
      "reporter": "S.E.2d",
      "year": 1971,
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    {
      "cite": "279 N.C. 352",
      "category": "reporters:state",
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        8567797
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      "year": 1971,
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  ],
  "analysis": {
    "cardinality": 432,
    "char_count": 9219,
    "ocr_confidence": 0.695,
    "pagerank": {
      "raw": 2.05438629217986e-07,
      "percentile": 0.7557456052457112
    },
    "sha256": "ae23ab07b02584161e49af0bdd58e437469536ef1e544f9c59407c131a1aa5e2",
    "simhash": "1:613c35e77c27b04e",
    "word_count": 1492
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  "last_updated": "2023-07-14T16:36:26.493722+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [
      "Judges Morris and Clark concur."
    ],
    "parties": [
      "CROWELL LITTLE v. COUNTY OF ORANGE and TOWN OF CHAPEL HILL"
    ],
    "opinions": [
      {
        "text": "ARNOLD, Judge.\nThe issue here is whether plaintiff has a security interest which is superior to the tax liens of Orange County and the Town of Chapel Hill. Requirements for an enforceable security interest in cases not involving land are (1) a writing; (2) the debtor\u2019s signature; and (3) a description of the collateral. Evans v. Everett, 279 N.C. 352, 183 S.E. 2d 109 (1971). Also see 44 N.C.L. Rev. 716, 724. Several sections of the Uniform Commercial Code, G.S. 25-1-101 et seq., are relevant. The crucial section, G.S. 25-9-203(1) (b) provides:\n\u201c & security interest is not enforceable against . . . third parties unless . . . the debtor has signed a security agreement which contains a description of the collateral. ...\u201d\nOther sections define the terms used in G.S. 25-9-203(1) (b).\nAccording to G.S. 25-1-201(3), an\n\u201c \u2018Agreement\u2019 means the bargain of the parties in fact as found in their language [or in ways irrelevant here]. Whether an agreement has legal consequences is determined by the provisions of this chapter, if applicable. ...\u201d\nAccording to G.S. 25-9-105 (h), a\n\u201c \u2018Security agreement\u2019 means an agreement which creates or provides for a security interest.\u201d\nAnd, according to G.S. 25-1-201(37), a\n\u201c \u2018Security interest\u2019 means an interest in personal property . . . which secures payment or performance of an obligation.\u201d\nFinally, under G.S. 25-9-105 (d), a\n\u201c \u2018Debtor\u2019 means the person who owes payment or other performance of the obligation secured, whether or not he owns or has rights in the collateral, . . . Where the debtor and the owner of the collateral are not the same person, the term \u2018debtor\u2019 means the owner of the collateral in any provision of the article dealing with the collateral, the obligor in any provision dealing with the obligation, and may include both where the context so requires.\u201d\nThe fact that the parties did not execute an instrument denominated as a \u201csecurity agreement\u201d is not necessarily fatal to plaintiff\u2019s claim. An agreement is the \u201cbargain of the parties in fact as found in their language.\u201d G.S. 25-1-201(3). The requirement that the bargain be reduced to writing before it becomes effective is in the nature of a statute of frauds. G.S. 25-9-203, Official Comment 5. So long as there is written language which makes and evinces the bargain, it does not matter that the writing is not denominated a security agreement. Evans v. Everett, supra.\nOur Supreme Court has held that a financing statement standing alone can serve as a sufficient memorandum of the security agreement, and that court further indicated that, as in other contracts involving a statute of frauds, two or more writings can be incorporated to satisfy the requirements of G.S. 25-9-203(1) (b). Evans v. Everett, supra. Also see, In re Amex-Protein Dev. Corp., 504 F. 2d 1056, (9th Cir. 1974); In re Numeric Corp., 485 F. 2d 1328, (1st Cir. 1973); In re Carmichael Enterprises, Inc., 334 F. Supp. 94, (N.D. Ga. 1971), aff'd 460 F. 2d 1405 (5th Cir. 1972).\nAssuming, arguendo, that the purchase agreement and note executed by C. Ray Downing, and the financing statement purportedly signed by Crowell Little Motor Company, Inc., taken together constitute a security agreement, in order to be effective these documents must be signed by the \u201cdebtor.\u201d G.S. 25-9-203(1) (b). G.S. 25-9-105 (d) provides that if the debtor and the owner of the collateral are not the same person, \u201cthe term \u2018debtor\u2019 means the owner of the collateral in any provision . . . dealing with the collateral. ...\u201d Since the security agreement must describe the collateral, it is a document \u201cdealing with the collateral,\u201d and, under G.S. 25-9-203(1) (b), must be signed by the owner of the collateral.\nThe collateral in the case before us was owned by Crowell Little Motor Company, Inc. The name of that corporation appears only on one of the three documents, the financing statement. The financing statement is not signed by any corporate officer of Crowell Little Motor Company, Inc.\nG.S. 55-36(b) provides:\n\u201cAny instrument purporting to create a security interest in personal property of a corporation, is sufficiently executed on behalf of the corporation if heretofore or hereafter signed in his official capacity by the president, a vice-president, the secretary, an assistant secretary, the treasurer, or an assistant treasurer. Any instrument so executed shall, with respect to the rights of innocent holders, be as valid as if authorized by the board of directors . . . . \u201d\nIn Realty Inc. v. McLamb, 21 N.C. App. 482, 204 S.E. 2d 880 (1974), G.S. 55-36 (a) was construed by this Court. That statute requires corporate deeds to be signed by the president and attested by the secretary of the corporation. It was held that a deed which was not attested by the corporate secretary was not a valid deed. In the instant case the typed name of Crowell Little Motor Company, Inc., on the financing statement was insufficient under G.S. 55-36 (b). Nowhere is the instrument signed by any corporate officer in his official capacity. Therefore, no security interest was created, and summary judgment was proper.\nAffirmed.\nJudges Morris and Clark concur.",
        "type": "majority",
        "author": "ARNOLD, Judge."
      }
    ],
    "attorneys": [
      "Midgette, Page & Higgins, by Thomas D. Higgins III, for plaintiff appellant.",
      "Winston, Coleman & Bernholz by Geoffrey E. Gledhill, for County of Orange, defendant appellee.",
      "Haywood, Denny & Miller, by Emery B. Denny, Jr., and James H. Johnson III, for Town of Chapel Hill, defenaant ap-pellee."
    ],
    "corrections": "",
    "head_matter": "CROWELL LITTLE v. COUNTY OF ORANGE and TOWN OF CHAPEL HILL\nNo. 7615SC449\n(Filed 17 November 1976)\n1. Uniform Commercial Code \u00a7 71\u2014 requirements for enforceable security interest\nRequirements for an enforceable security interest in cases not involving land are (1) a writing; (2) the debtor\u2019s signature; and (3) a description of the collateral.\n2. Uniform Commercial Code \u00a7 71\u2014 writing evincing bargain \u2014 denomination of writing as security agreement unnecessary\nSo long as there is written language which makes and evinces the bargain between the parties, it does not matter that the writing is not denominated a security agreement.\n3. Corporations \u00a7 24; Uniform Commercial Code \u00a7 71\u2014 financing statement covering assets of corporation \u2014 no signature of corporate officer \u2014 no security interest created\nPlaintiff\u2019s evidence was insufficient to show a valid and enforceable security interest in the assets of a motor company where such evidence consisted of (1) the purchase agreement and a note for the entire purchase price stating that the note was secured by a subordinated security interest in certain inventory of the motor company, both of which were signed only by the purchaser; and (2) a financing statement which indicated that it covered all assets of the motor company but which was not signed by any corporate officer of the motor company. G.S. 25-9-203(1) (b) ; G.S. 55-36(b).\nAppeal by plaintiff from Preston, Judge. Judgment entered 8 March 1976 in Superior Court, Orange County. Heard in the Court of Appeals 13 October 1976.\n- \u2022 Plaintiff appeals from summary judgment holding that his security interest in the assets of Crowell Little Motor Company, Inc., is unenforceable against defendants Orange County and Town of Chapel Hill and that, therefore, defendants\u2019 tax liens are superior to his security interest.\nOn 1 November 1974, plaintiff, who was owner of 90% of the common stock of Crowell Little Motor Co., Inc., sold almost all of his shares to C. Ray Downing for $60,000. Downing gave plaintiff a note for the entire purchase price. The purchase agreement between the parties recited the terms of the note and said, further, \u201cThis obligation shall be secured by a secondary security interest in the parts and used car inventory owned by the [Crowell Little Motor] Company. Such security interest shall be subordinate up to Twenty-Five Thousand 00/100 Dollars.\u201d The agreement was subscribed, \u201cSeller: C. Crowell Little\u201d and \u201cPurchaser: C. Ray Downing.\u201d The signature of the Crowell Little Motor Company, Inc., did not appear on the purchase agreement. The note contained this language: \u201cThis note is secured by a subordinated security interest in certain inventory owned by Crowell Little Motor Company, Inc., and (sic) recorded in the Orange County Registry.\u201d It, too, was signed by C. Ray Downing but not by Crowell Little Motor Company, Inc.\nOn 13 January 1975, plaintiff filed a standard financing statement with the Orange County Registry. The document contained this language:\n\u201cThis Financing Statement covers the following types or items of collateral: All assets of Crowell Little Motor Co., Inc., including but not limited to parts, inventory and used cars. This instrument is subordinate up to $25,000 of any financing.\u201d\nIn the space for the debtor\u2019s signature were typed the words \u201cCrowell Little Motor Co., Inc.\u201d In the space for the secured party was the signature \u201cCrowell Little.\u201d No document denominated a \u201csecurity agreement\u201d was ever executed by these parties.\nOn 6 May 1975, Orange County and the Town of Chapel Hill levied upon all the personal property of Crowell Little Motor Company, Inc., for the balance of ad valorem taxes then due. As a result of their levy, the county and the town acquired a tax lien against the property.\nMidgette, Page & Higgins, by Thomas D. Higgins III, for plaintiff appellant.\nWinston, Coleman & Bernholz by Geoffrey E. Gledhill, for County of Orange, defendant appellee.\nHaywood, Denny & Miller, by Emery B. Denny, Jr., and James H. Johnson III, for Town of Chapel Hill, defenaant ap-pellee."
  },
  "file_name": "0495-01",
  "first_page_order": 523,
  "last_page_order": 527
}