Plymouth Savings Bank v. IRS

187 F.3d 203 (1999)

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Nature of the Case

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Facts

Dionne owned and operated the Greenlawn Nursing Home. P filed a financing statement with the state of Massachusetts describing and giving notice of its security interest in the Home and other assets of Dionne. On April 13, 1994, Dionne executed an $85,000 promissory note in favor of P. As security for the loan, Dionne granted P a security interest in all of her tangible and intangible personal property individually, as well as in her capacity as a sole proprietor doing business as Greenlawn. the agreement specifically granted the Bank: all cash and non-cash proceeds resulting or arising from the rendering of services by Dionne; all general intangibles including proceeds of other collateral; and all inventory, receivables, contract rights or other personal property of Dionne. On December 1, 1994, Dionne defaulted on $65,465 of the loan. Dione also failed to make FICA payments of $19,639 for the second quarter of 1994. The IRS assessed liability on September 19, 1994, and filed a federal tax lien on December 19. Dionne again failed to make FICA payments of $62,767 for the fourth quarter of 1994. Liability was assessed on February 2, 1995, and a lien was filed on February 14. On March 31, 1995, Dionne signed a contract with Hospital obtain a license to operate a skilled nursing facility in exchange for $300,000, payable in three installments. Dionne would receive $25,000 when she signed a letter of intent, $200,000 when Massachusetts approved a license and the final $75,000 two years after the license-approval date. The Hospital had received approval for its license and had paid Dionne the first two installments, totaling $225,000. The Hospital never paid Dionne the $75,000 balance. P sued the Hospital to recover the unpaid balance of its loan to Dionne. The state court ruled for P. The court held that P had a secured interest in the money. The court then directed P to bring a declaratory judgment action to determine whether its interest in the money had priority over that of other lien-holders. P and D filed cross-motions for summary judgment, each asserting its rights. The court sided with D. The court determined that it was undisputed that Dionne had not helped the Hospital secure approval of a nursing home license within the 45 days following the tax lien filing as required by §§ 6321, 6323(c) (FTLA). D's two liens were superior to P's lien. P appealed.