There was a big change in UCC filings nationwide I think in 2005. Now UCC's do not need a signature at all on them, anybody can fille a UCC on anybody, no signature required and if it is for business UCC filed at the state level instead of the county level. Actually Dave has got it right, they threw the UCC on there and they know we won't take the time to sue them since we have it for sale so they are in the power position, not legally but never the less, they have made a good chess move. With the change in UCC lasws the burden is on me to prove that it was paid for. Their document is poorly drafted so no way will that stand up, but I cannot prove the old owner paid for it so I'm sunk. The best solution is to jsut take it out. They came with a buyout figure of $3,200. Still waiting to soo if our buyers will accept the amendment or not.
Attorney will work for olive oil
- Thread starter rox
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There was a big change in UCC filings nationwide I think in 2005. Now UCC's do not need a signature at all on them, anybody can fille a UCC on anybody, no signature required and if it is for business UCC filed at the state level instead of the county level. Actually Dave has got it right, they threw the UCC on there and they know we won't take the time to sue them since we have it for sale so they are in the power position, not legally but never the less, they have made a good chess move. With the change in UCC lasws the burden is on me to prove that it was paid for. Their document is poorly drafted so no way will that stand up, but I cannot prove the old owner paid for it so I'm sunk. The best solution is to jsut take it out. They came with a buyout figure of $3,200. Still waiting to soo if our buyers will accept the amendment or not.
2manyrocks
Super Member
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- Jul 28, 2007
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The leasing company has the burden of proof. The water heater is installed on your property. If they want it, tell them to get a court order if they can. You can close your deal with the buyer by setting aside a reasonable escrow for replacement of the water heater if the leasing company brings suit and prevails in court within the next 12 months. Otherwise, the escrow agent would be instructed to pay the funds to you.
A UCC can only be filed if the underlying security agreement is signed by the party and authorizes the leasing company to file the UCC. If the prior occupant didn't sign a security agreement or other agreement in which he agreed that the leasing company retained an interest in the water heater and that the leasing company could file a UCC against the prior occupant, the UCC is an unauthorized filing.
A UCC can only be filed if the underlying security agreement is signed by the party and authorizes the leasing company to file the UCC. If the prior occupant didn't sign a security agreement or other agreement in which he agreed that the leasing company retained an interest in the water heater and that the leasing company could file a UCC against the prior occupant, the UCC is an unauthorized filing.
2manyrocks
Super Member
- Joined
- Jul 28, 2007
- Messages
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Sec. 42a-9-334. Priority of security interests in fixtures and crops. (a) A security interest under this article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this article in ordinary building materials incorporated into an improvement on land.
(b) This article does not prevent creation of an encumbrance upon fixtures under real property law.
(c) In cases not governed by subsections (d) to (h), inclusive, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.
(d) Except as otherwise provided in subsection (h), a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:
(1) The security interest is a purchase-money security interest;
(2) The interest of the encumbrancer or owner arises before the goods become fixtures; and
(3) The security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter.
A late filed UCC is ineffective. And a UCC can only be filed if the leasing company was authorized to file it in a written document signed by the party against whom the UCC is filed under Conn. Code section 42a-9-509.
(b) This article does not prevent creation of an encumbrance upon fixtures under real property law.
(c) In cases not governed by subsections (d) to (h), inclusive, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.
(d) Except as otherwise provided in subsection (h), a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:
(1) The security interest is a purchase-money security interest;
(2) The interest of the encumbrancer or owner arises before the goods become fixtures; and
(3) The security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter.
A late filed UCC is ineffective. And a UCC can only be filed if the leasing company was authorized to file it in a written document signed by the party against whom the UCC is filed under Conn. Code section 42a-9-509.
I sincerly wish I could close out this thread, geesh. We resolved the HWH issue by getting the rental comapny to remove it, our attorney graciously offered up his HWH and the buyers are responsible for installing it. They agreed to the install becasue they asked us to push back the closing, so it was a trade off.
Then I remembered that there is one more inspection to go, the Environmental inspection. I asked our broker why this hadn't been done so he checked at the bank and they said they don't order it until last to make sure all the other hurdles have been cleared. With a little encouragement from our broker the bank ordered the Environmental inspector. First off the inspector was really a great guy. He did a throroughal professional job and went the extra mile.
Turns out part of his inspection is to look up and down the street and see what is around there that could environmentally impact our restaurant. Gas stations right across the street, need I say more? In doing a thoroughal job he was able to access databases that showed although there were tank removals etc. they were all done and the area was tested etc. this should not have impacted our property. Little scare for us when first brought up but with the extra research on his part turned out okay.
Asbestos, arghhhhh. Turns out there is 120 feet of pipe int he basement that is covered with asbestos wrap that is kind of fragile. It has to be removed. No problem the Environmental guy knows a guy who might be able to do it. That guy looks at it and say, "No it's to big of job for me as I am really a teacher of asbestos removal and only do really really small jobs. But I can recomend this other comapny." So we got the bids and it is $1,350 to remove 120 linear feet, then another $325 to have an air inspector come in. The buyers were to have thier financing approved by Tuesday and we are hoping that on Monday the job can be done but I don't know how realistic it is that the contractor can do the job that fast. Nothing to do but wait.
We split the costs with the buyers, probably we could have dug our heels in since we sold it as is and they were told were were not going to repair anything other than the roof but we are so close that we jsut offered to pay half and have it be over and done with. By the time we negotiate back and forth with amendments to the sale we would probably loose the time to make thier financing deadline.
In the meantime the guy who gave us the second offer at the same time the buyers put in their offer has now given us two, what are called secondary offers. I didn't even know what a secondary offer it, but it is an ofer that says if the first offer fails this offer kicks in place and is the primary offer, basically a back up offer. The secondary offer is for more money than the offer we have currently accepted but there is some sales tax langauge in there that he needs his attorneys help with. I sent him the dept of revenue regualtions that are very easy to read and understand and show that there will be no successor sales tax liability to him but I guess he is not comfortable and wants his attorney to look it over.
IF we can get the contractors in there, I already went on line to our bank and cut checks for our half, then perhaps the buyers can get the final SBA approval next week and hopefully still close on February 20th. If we slip that february 20th date I am not going to be a happy camper at all, not at all. I will ahve to borrow money from my parent if we slip that date and I truly at my age don't want to be borrowing any more from my parents.
On the positive side we did ship out two big pallets of olive oil to Canada today and our USA sales are very good, so far. Right now I am doing the sales calls and so far we have not lost any sales, some customers are actually ordering more. But I am not done with my calling yet we still could get a hit in sales becasue of the economy. We also picked up a new custmer in Bonn Germany who is going to carry all our oils and that order, while not initially large, is still a new customer. I believe we will have a new distributor in Florida and also i hope to get the new store in Houston. I am doing the follow up work on those leads but I am hopefull that they will come through. The thing is there is a long lag time between taking the orders and then packing it and shipping to USA so that doesn't help us with the immediate cash issue. We had sales in Europe in December & Jan and should have those funds soon so at least we won't starve
We don't een consider tapping any of our investment or retirement accounts, those are non touchable. If we close by February 20th life is beautiful, I'm hoping that that is what happens.
Then I remembered that there is one more inspection to go, the Environmental inspection. I asked our broker why this hadn't been done so he checked at the bank and they said they don't order it until last to make sure all the other hurdles have been cleared. With a little encouragement from our broker the bank ordered the Environmental inspector. First off the inspector was really a great guy. He did a throroughal professional job and went the extra mile.
Turns out part of his inspection is to look up and down the street and see what is around there that could environmentally impact our restaurant. Gas stations right across the street, need I say more? In doing a thoroughal job he was able to access databases that showed although there were tank removals etc. they were all done and the area was tested etc. this should not have impacted our property. Little scare for us when first brought up but with the extra research on his part turned out okay.
Asbestos, arghhhhh. Turns out there is 120 feet of pipe int he basement that is covered with asbestos wrap that is kind of fragile. It has to be removed. No problem the Environmental guy knows a guy who might be able to do it. That guy looks at it and say, "No it's to big of job for me as I am really a teacher of asbestos removal and only do really really small jobs. But I can recomend this other comapny." So we got the bids and it is $1,350 to remove 120 linear feet, then another $325 to have an air inspector come in. The buyers were to have thier financing approved by Tuesday and we are hoping that on Monday the job can be done but I don't know how realistic it is that the contractor can do the job that fast. Nothing to do but wait.
We split the costs with the buyers, probably we could have dug our heels in since we sold it as is and they were told were were not going to repair anything other than the roof but we are so close that we jsut offered to pay half and have it be over and done with. By the time we negotiate back and forth with amendments to the sale we would probably loose the time to make thier financing deadline.
In the meantime the guy who gave us the second offer at the same time the buyers put in their offer has now given us two, what are called secondary offers. I didn't even know what a secondary offer it, but it is an ofer that says if the first offer fails this offer kicks in place and is the primary offer, basically a back up offer. The secondary offer is for more money than the offer we have currently accepted but there is some sales tax langauge in there that he needs his attorneys help with. I sent him the dept of revenue regualtions that are very easy to read and understand and show that there will be no successor sales tax liability to him but I guess he is not comfortable and wants his attorney to look it over.
IF we can get the contractors in there, I already went on line to our bank and cut checks for our half, then perhaps the buyers can get the final SBA approval next week and hopefully still close on February 20th. If we slip that february 20th date I am not going to be a happy camper at all, not at all. I will ahve to borrow money from my parent if we slip that date and I truly at my age don't want to be borrowing any more from my parents.
On the positive side we did ship out two big pallets of olive oil to Canada today and our USA sales are very good, so far. Right now I am doing the sales calls and so far we have not lost any sales, some customers are actually ordering more. But I am not done with my calling yet we still could get a hit in sales becasue of the economy. We also picked up a new custmer in Bonn Germany who is going to carry all our oils and that order, while not initially large, is still a new customer. I believe we will have a new distributor in Florida and also i hope to get the new store in Houston. I am doing the follow up work on those leads but I am hopefull that they will come through. The thing is there is a long lag time between taking the orders and then packing it and shipping to USA so that doesn't help us with the immediate cash issue. We had sales in Europe in December & Jan and should have those funds soon so at least we won't starve
We don't een consider tapping any of our investment or retirement accounts, those are non touchable. If we close by February 20th life is beautiful, I'm hoping that that is what happens.
Bird
Rest in Peace
Rox, you do realize that Friday the 13th is supposed to be an unlucky day and one to be feared? And I just filed my income tax return a couple of days ago and according to their chart, I'm supposed to get my refund on Friday the 13th. Let's hope superstition doesn't get both of us.
And I just filed my income tax return a couple of days ago and according to their chart, I'm supposed to get my refund on Friday the 13th. Let's hope superstition doesn't get both of us.
Kyle_in_Tex
Super Star Member
Glad to hear it might actually happen Rox...
What is the name of the store in Houston that carried your oil? I am now traveling there almost daily...Kyle
What is the name of the store in Houston that carried your oil? I am now traveling there almost daily...Kyle
Rox, you do realize that Friday the 13th is supposed to be an unlucky day and one to be feared?
Yes I thought of that also Fridayt he 13th, but I think we'll take the risk.
Kyle- We dont' have an order yet for the store in Houston, I sent her out the samples about a week ago so I have not done the follow up phone call yet. You have to give them time for the oil to arrive and for them to taste it. I want to do follow through but not be to pushy, I'll probably e-mail her today. The store name is Leibmans Leibman's Wine & Fine Foods, A Sumptuous Celebration of Food® I hope they like our oil and will take a chance to carry it, we should find out soon, probably next week.
Well I think I can close out this thread. The closing took place and our attorney attended and took the check over to our banker. So the funds are finally in our US bank account, finally. I e-mail the banker asking him to transfer over a pretty good sized amount right away, but wouldn't cha know it, of course they won't do that the same day the check is there, on friday have to wait for the next banking day whihc is Monday but wouldn't cha know it Monday is Presidents day so the wire will first go out on Tuesday.
That is the way this whole deal has been, everything was "oops we just missed it." But int he end we are out from being a lender an we have the funds. I really wanted to do a special celebration with my husband but ended up on Friday picking up my sisters once removed niece from her husband side. Although we had a great dinner that my husband prepared and the magnum of champagne I bought, it wasn't as "full" or "private" a celebration as I had anticipated.
What could we do? The American young lady attends a Universtiy in France for here semester abroad, and came by us for her spring break and unfortuantley she came alone so she doesn't have anybody to pal around with, so we are being good hosts which entails having her with us during all waking hours. Her parents told her the well was dry so if she didn't come by us she was going to just have to stick around and hang around her school. It put a little crimp in, well at least my planned idea of a good celebration, but oh well she leaves next Sunday. Maybe we can celebrate when the funds actually get to us in France. We do have a soft spot for students and really she is a very sweet girl, just a little more timid/shy than I am used to being around, but very very very nice.
I am going to consider this thread closed, and will only re-open it if our funds never make it over here. Oh boy am I happy to close this thread.
That is the way this whole deal has been, everything was "oops we just missed it." But int he end we are out from being a lender an we have the funds. I really wanted to do a special celebration with my husband but ended up on Friday picking up my sisters once removed niece from her husband side. Although we had a great dinner that my husband prepared and the magnum of champagne I bought, it wasn't as "full" or "private" a celebration as I had anticipated.
What could we do? The American young lady attends a Universtiy in France for here semester abroad, and came by us for her spring break and unfortuantley she came alone so she doesn't have anybody to pal around with, so we are being good hosts which entails having her with us during all waking hours. Her parents told her the well was dry so if she didn't come by us she was going to just have to stick around and hang around her school. It put a little crimp in, well at least my planned idea of a good celebration, but oh well she leaves next Sunday. Maybe we can celebrate when the funds actually get to us in France. We do have a soft spot for students and really she is a very sweet girl, just a little more timid/shy than I am used to being around, but very very very nice.
I am going to consider this thread closed, and will only re-open it if our funds never make it over here. Oh boy am I happy to close this thread.
EddieWalker
Epic Contributor
Rox,
Congratulations!!
It was touch and go there for a bit, and the initial shock of having to deal with this was pretty close to overwhelming, but thanks to your take charge approach, you did it. You are an inspiration and a person that I admire. You take lemons and make lemonaid. You get kicked in the gut, but get back up and kick right back even harder. You never whined or complained, you just dealt with what was going on and made it happen. There are too few people out there like you and it's an honor to know you. One day, I'd like to meet face to face just to shake your hand.
Thank you for sharing this adventure with us.
Eddie
Congratulations!!
It was touch and go there for a bit, and the initial shock of having to deal with this was pretty close to overwhelming, but thanks to your take charge approach, you did it. You are an inspiration and a person that I admire. You take lemons and make lemonaid. You get kicked in the gut, but get back up and kick right back even harder. You never whined or complained, you just dealt with what was going on and made it happen. There are too few people out there like you and it's an honor to know you. One day, I'd like to meet face to face just to shake your hand.
Thank you for sharing this adventure with us.
Eddie
