In Re Wild West World, L.L.C., Debtor

Facts

On November 17, 2005, P entered into a purchase agreement with Larson (D) to purchase an amusement ride for $190,000. Texas law governs the construction and enforcement of the purchase agreement. Paragraph 5 provides: Title to the goods shall remain with the Seller until Seller actually receives payment in full for the goods, unless otherwise expressly provided in the terms appearing on the face of this Contract. Seller shall retain a security interest in the goods sold on credit to Buyer, including all rides sold to Buyer, all parts, attachments and additions thereto now or hereafter acquired and all replacements and substitutions therefor and all proceeds from the sale of such rides, including accounts receivable, until paid in full by Buyer (the 'Ride'). Seller may file any financing statements or their equivalent in any jurisdiction at any time it deems necessary to maintain its interest, with or without the signature of Buyer; Buyer agrees to execute any financing statements, and any amendments thereto required by Seller and hereby specifically authorizes Seller to file such statements with its signature. The agreement comports with the course of dealing in the amusement ride industry. The Ride was actually delivered on March 5, 2007. Larson (D) filed its financing statement on June 8, 2007. Larson (D) filed a proof of claim in this bankruptcy for the unpaid balance on the Ride in the amount of $ 164,824. First National (D) loaned over $6 million to P for the construction of the amusement park. First National (D) had a blanket security interest in P's property. First National (D) filed its financing statement on March 24, 2006, perfecting a security interest in all business assets of the P. That lien secures a claim of $6,507,871. The Ride was liquidated and P holds net proceeds of $85,800, plus accrued interest.

Issues

Rule of Law

Holding and Decision

Legal Analysis

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