Aрpellant Hilty Family Limited Partnership, LP (“HFLP”), sought replevin and damages in relation to an above-ground irrigation system that is situated on farmland now owned by Respondent Gary M. Scott, as Trustee of the Gary M. Scott Revocable Trust dated 9/11/1998 (“Scott”). The trial court ruled that the irrigation system transferred with ownership of the land to Scott and consequently denied HFLP’s claims. HFLP appeals, and for thе reasons explained below, we affirm.
Factual Background
This case arises from the transfer of farmland on which an irrigation system was situated. Though the history of ownership of the land and irrigation system is a bit complicated, the issue in the case turns rather simply on the status of the irrigation equipment: first, whether that equipment was a fixture, and if so, then second, whether the UCC filing securing the interest in that equipment wаs validly perfected.
Deepwater Seed Farms, LLC, with Wayne Vassar (“Vassar”) as the managing
In 2008, Vassar purchased irrigation equipment for the farm by way of a loan from United Missouri Bank (“UMB Bank”). The security agrеement between UMB Bank and Vassar indicated that the collateral was “All Equipment.”
Though UMB Bank filed a UCC financing statement, pursuant to Section 400.9-310,
In March, 2010, due to the note being in default on its debt, the trustee of the Bill Hoppe Trust, foreclosed its second deed of trust on the farmland. Notice of the trustee’s sale was published on March 18, 2010.
The following month, on April 2, 2010, UMB Bank sold the note it believed was secured by the irrigation equipment, which was also in default, to HFLP. John Hilty (“Hilty”) is a general partner of HFLP.
Respondent Scott bought the farm at the foreclosure sale, subject to the first deed of trust. The foreclosure sale was held April 14, 2010. Scott testified that he had no knowledge of the lien on the irrigation system. Scott also testified that, in determining the amount he bid per acre at the foreclosure sale, he had factored in the irrigation system.
In its judgment, the trial court found in favor of Scott, and made the following findings in its judgment:
Defendant was the purchaser for value of a parcel of real estate at a Trustee[’]s foreclosure sale in Henry County, which included among other items center pivot irrigation systems designed to provide water for crops grown on the fаrm; Plaintiff was an attendee at the sale, participating in the bidding and at no time asserted any claim or demand regarding priority over the irrigation system;
Following the sale[,] Plaintiff made demand and the subsequent lawsuit was filed.
Further facts are set forth below.
Standard of Review
We review a bench-tried case under Murphy v. Carron,
Analysis
HFLP raises two points on appeal. It argues first that the trial court erred in denying its claim for replevin and damages as to the irrigation equipment because the equipment did not pass to Scott by the trustee’s deed in that the equipment was personal property that the deed did not convey. In its second point, HFLP argues that the trial court erred in denying its claim for replevin and damages because HFLP established its right to possession in that HFLP’s ownership of debt and corresponding security agreement granted it the right to repossess the equipment upon Vassar’s default.
I.
The trial court did not err in determining that Scott was the purchaser for value of real estate that included the irrigation system
The crux of HFLP’s first point on appeal is that the irrigation system was not a fixture
But under a trustee’s deed, if the equipment constitutes a fixture, then it passes with the land. “Personal property may be so annexed to real estate that it is part of the land, a ‘fixture.’ ” Buchholz Mortuaries, Inc. v. Director of Revenue,
In determining whether property is a fixturе, courts look at three factors: (1) annexation to the land, (2) adaptation to location, and (3) intent of the annexor at the time of annexation. Buchholz,
“Annexation that may be slight and easily displaced does not prevent an article from becoming a fixture when the other two elements arе found.” Id. As to annexation, viewing the facts in the light most favorable to the trial court’s finding, the .record reflects the following: Vassar added six pivot irrigation systems and supporting equipment, two on the south half of the farm and four on the north. The two systems on the south half of the farm have seven towers each, while the four systems on the north half range from having three to nine towers eaсh. The six pivots are each approximately 1,300 feet in length or a quarter mile long. The central tower of each pivot is set in a six inch thick concrete pad reinforced with rebar and approximately sixteen to eighteen foot square, which Vassar installed himself. There is a seventh concrete pad for pumps and motors. The non-central towеrs on each pivot are connected to the central tower by “booms” of irrigation pipe through which the water travels. When in operation, each pivot sweeps the land in a circle (or portion of a circle) that is approximately half a mile in diameter.
The pivot systems are supplied by two miles of underground pipe and wire. Water for the system is piped from two irrigation lakes by electric pumps, and all
“Adaptation” refers to characteristics of fitness or suitability of the item for the building or premises in question. Rothermich v. Union Planters National Bank,
As to the third prong, HFLP relies heavily on Rothermich for the proposition that the intent of the annexor at the time of the annexation controls as to whether something is to be considered a fixture.
The characterization of the pinspotters as personal property was affirmed by St. Charles Bowl at the time of the lease extensiоn with AMF in 1984 and reaffirmed upon the sale of St. Charles Bowl to Weber’s Lanes in 1987. The purchase price paid by Weber’s Lanes did not include consideration for the pin-spotters as the parties agreed they were personal property, and the sale was made expressly contingent upon the assignment of the lease agreement with AMF. Finally, the intent of the partiеs to classify the pinspotters as personal property was affirmed a third time by Weber’s Lanes in its security agreement with Bank upon the purchase of the pinspotters from AMF in 1989. Thus, the record is clear that the pinspotters retained their personal property characterization throughout each of the transactions and was regarded as such by all pаrties involved.
Unlike in the instant case, Rothermich was tried on stipulated facts, such that the only issue on appeal was whether the court drew proper legal conclusions from stipulated facts. Id. at 614; see also White v.
In this case, along with the securfty agreement, HFLP did present two witnesses that supported its theory regarding the intent of the annexor. First, Vassar, the original purchаser of the irrigation equipment, testified that he did not intend for the equipment to become a fixture. He further testified that he would be liable to HFLP on the note if HFLP did not recover the irrigation system; therefore, he had a vested financial interest in the outcome of this litigation. Second, Hilty testified that he intended that the equipment remain personal property and cited the security agreement as evidence. But a “court may decide the issue of intent of the person making the annexation from his acts and conduct and the surrounding facts and circumstances.” Freeman,
In short, though HFLP presented evidence regarding the irrigation system from which the trial court could have concluded the system was not a fixture, as noted above, these elements or tests all present questions of fact and are not ordinarily resolvable by law. Freeman,
Point One is denied.
II.
The trial court did not err in determining that HFLP did not establish a right to possession by way of the security agreement
In its second point, HFLP argues that the trial court erred in denying its claim for replevin and damages because its right to possession was established through its ownership of the debt and corresponding security agreement. Specifically, HFLP argues that the trial court’s finding was against the weight of the evidence in that the purchase included an assignment of all related and necessary documents to the debt, including the commercial security agreement which covered the irrigation equipment and created a security interest therein.
However, the trial court found that Scott “was the purchaser for value of a parcel of real estate at a Trustee[’]s foreclosure sale in Henry County, which included among other items center pivot irrigation systems .... ” Scott maintains that he was a bona fide purchaser for value because he had no knowledge of the lien on the irrigation equipment as the lien was not рroperly perfected with the Secretary of State’s office.
Point Two is denied.
Conclusion
For all of the foregoing reasons, the judgment of the trial court is affirmed.
All concur.
Notes
. Because this was a judge-tried case, we view the evidence and findings in the light most favorable to the trial court's judgment. Murphy v. Carron,
. The "equipment” included the irrigation system as well as a bulldozer and a tractor.
. All statutory citations are to RSMo 2000 as updated through the most recent cumulative supplement, unlеss otherwise indicated.
. HFLP does not argue on appeal that the misspelled name constituted sufficient notice of its lien.
. Hilty’s father and brother both sit as members of UMB Bank's advisory board.
. At trial, two promissory notes regarding the irrigation equipment were entered into evidence, and some question arose at trial as to which was effective. The notes had loan datеs that differed by a month and differed in the total amount loaned by approximately $8,000: one was originally for $275,090 and was dated September 16, 2008; the second was originally for $283,867.82 and was dated October 16, 2008. The assignment referenced the October note, but HFLP sued under the September note. The trial court allowed HFLP at trial to amend its petition to change the note sued on to the September version. Hilty testified that he did not know which note he purchased. No assignment of the September note was in evidence at trial.
. Though HLFP argues on appeal that it is challenging the trial court’s application of the law to the relevant facts, it argues broadly that the trial court's error was in finding that the irrigation equipment was a "fixture.” HFLP does not identify any misaрplication of law. Therefore, under Murphy, supra, we will affirm the trial court’s judgment unless there is no substantial evidence to support it or unless it is against the weight of the evidence.
. "Fixture” is defined as goods that "have become so related to particular real property that an interest in them arises under real property law.” Section 400.9-102.
. The trial court's judgment stated: “Defendant contends a. the irrigation system is a 'fixture located on the land.’ " Scott argues that this constitutes a factual finding by the trial court. However, this is merely a statement as to what the “Defendant contends” and does not constitute a finding of the trial court. Nonetheless, under our standard of review, all factual issues upon which there are no specific findings are considered on appeal as having been found in accordance with the result reached, and “[w]e will affirm the trial court’s judgment on any basis supported by the record.” Hirsch v. Ebinger,