This is an appeal by debtor General Coffee and intervenor Shawmut Boston International Banking Corporation 1 from an adverse bankruptcy decision by the district court that General Coffee, as debtor-in-possession, could not bring into its estate over $6 million it held in constructive trust for City National Bank of Miami (“CNB”). We affirm.
I. FACTUAL BACKGROUND
The facts are undisputed. The bankruptcy court found that: (1) General Coffee defrauded CNB; (2) CNB properly traced a constructive trust res of $6,488,011 to assets within the control of General Coffee as debtor-in-possession; and (3) CNB proved a factual basis to justify the imposition of a constructive trust in its favor.
2
The bankruptcy court nevertheless held that the assets of the constructive trust of which CNB was beneficiary were part of General Coffee’s bankruptcy estate and subject to distribution to General Coffee’s creditors.
*701
The court explained that under Florida law “a constructive trust comes into existence on the date of the оrder or judgment of a court of competent jurisdiction declaring that a series of events has given rise to a constructive trust.”
In re General Coffee Corp.,
In the final analysis, the issue here is whether an economic loss should be born[e] by the bank’s stockholders or by the debtor’s creditors. Both groups wеre equally innocent of responsibility for causing the loss. Congress has resolved through § 544 that the debtor’s creditors must at all costs be protected from secret liens. The Florida court has resolved that a constructive trust remains a secret lien until it is imposed by a court.... It follows that the debtor is entitled to avoid any constructive trust which [the bank is] entitled to assert.
Id.
On appeal the district court reversed. It held that the bankruptcy court’s exclusive reliance on
Palmland Villas
was misplaced. The holding in
Palmland Villas
that a constructive trust does not arise until decreed by a court was, according to the district court, contrary to Florida law.
In re General Coffee Corp.,
Having determined that CNB’s rights arose before General Coffee filed its bankruptcy petition, the district court had to decide whether General Coffee could nevertheless bring the trust assets into its estate through its powers under 11 U.S.C. § 544(a). The court explained, relying exclusively on
In re Quality Holstein Leasing,
General Coffee contends on appeal that the district court improperly ignored the Palmland Villas decision and that the constructive trust did not arise until the bankruptcy court decreed it, which occurred after General Coffee filed its bankruptcy petition. The traced trust assets were therefore part of the estate subject to distribution to its creditors. General Coffee further argues that even if the constructive trust arose prior to the bankruptcy petition, it could bring the trust assets into the estate through its strong-arm powers under 11 U.S.C. § 544(a). We reject both of these contentions and therefore affirm.
II. CONSTRUCTIVE TRUST
The bankruptcy court relied exclusively on
Palmland Villas
to conclude that a constructive trust does not exist until the date of judgment declaring that a series of events has given rise to a constructive trust.
In re General Coffee I,
“A federal cоurt applying state law is bound to adhere to decisions of the state’s intermediate courts absent some persuasive indication that the state’s highest court would decide the issue otherwise.”
Silverberg v. Paine, Webber, Jackson &
*702
Curtis, Inc.,
In
Wilkins v. Wilkins,
The contention is made that because the deed to the property into which the [constructive] trust fund was traced conveyed the property as an estate by the entireties to J.S. Wilkins and wife, the lien could not be impressed upon that property. The fallacy of this is that the trust was impressed in the very transaction in which the conveyance was acquired and, therefore, J.S. Wilkins and wife took the property as an estate by the entireties impressed with a lien to the extent of the trust fund which went into the payment for that property.
Id.
The Florida Supreme Court reached a similar conclusion in
City of Sarasota v. Dixon,
Although these decisions did not expressly adopt the majority rule, they applied that rule to the facts of each case. Subsequent Florida appellate court decisions have similarly applied, without expressly adopting, the majority rule that a constructive trust exists from the time the facts giving rise to it occur.
See, e.g., Mayer v. Ciandolo,
The only Florida appellate decision to reject the majority approach was
Palm-land Villas. Palmland Villas
did not cite any of the cases mentioned above. The court relied exclusively on
Wadlington v. Edwards,
An action for the declaration of a constructive trust may be barred if the events giving rise to the necessity for the imposition of this equitable remedy transpired beyond the period permitted by the applicable statute of limitations, usually expressed in terms of laches. See Yawn v. Blackwell,343 So.2d 906 (Fla. 3d DCA 1977). This leads inevitably to the conclusion that a constructive trust is not created by the facts themselves since no trust is found where the operable facts occur beyond the statutory period. The facts simply form the basis upon which a court may presently impose a trust if the statute of limitations has not barred this remedy. Wadlington v. Edwards,92 So.2d 629 (Fla. 1957).
Palmland Villas,
Wadlington and Yawn hold only that a beneficiary of a constructive trust will be precluded from obtaining equitable relief if he has sat on his rights. 5 Because a constructive trust beneficiary may be denied equitable relief because he has sat on his rights does not “inevitably” lead to the conclusion that a constructive trust does not exist until so decreed by a court of equity.
General Coffee suggests that Palmland Villas can be reconciled with the prior Florida decisions applying the majority rule because Palmland Villas implicitly adopts the rule that a constructive trust arises at the time of the fraud when an action is between the wrongdoer and the constructive trust beneficiary and that such a trust arises at the time of a judicial decree when an action is between an innocent third party and the beneficiary. This suggestion is without merit. A constructive trust arises from a situation where one party has defrauded another. The constructive trust relationship has nothing to do with the rights of innocent third parties. See A. Scott, The Law of Trusts § 462.4, at 3421 (3d ed. 1967).
General Coffee also argues that we are bound by our former decision in In re Lucar Enterprises, Inc., No. 85-0329 (11th Cir. May 1, 1986), which affirmed a district court decision pursuant to Eleventh Circuit Local Rule 25. The district court in that case, relying on In re General Coffee I and Palmland Villas, had held in part that a constructive trust did not arise until decreed by a court of equity.
When the court affirms the judgment of the district court pursuant to Rule 25, it does not necessarily adopt the reasoning of the district court; it merely holds that the judgment is not erroneous.
Cf. DeShong v. Seaboard Coast Line R.R.,
We hold that under the Florida law that we are convinced the Supreme Court of that state would find controlling, a constructive trust in favor of CNB came into existence before General Coffee filed its petition in bankruptcy.
III. PROPERTY OF THE ESTATE
Because we agree with the district court that the constructive trust in favor of CNB came into existence before the bankruptcy proceedings began, we must decide whether General Coffee can nevertheless bring the trust assets into the estate for distribution to its creditors under 11 U.S.C. § 544(a). Section 544(a), the “strong-arm” provision of the Bankruptcy Code, permits a trustee to avoid secret liens against property in the debtor’s possession. It grants a trustee the rights of an essentially ideal lienholder against property in which the debtor does not possess complete title. 6
The district court hеld that General Coffee could not use § 544(a) to defeat CNB’s rights as beneficiary of the constructive trust.
In re General Coffee II,
The drafters of the Bankruptcy Code appear not to have anticipated the potential for tension between sections 541(d) аnd 544(a). Since the enactment of § 541(d), however, many courts have recognized that these sections are not always easily reconciled because § 541(d) excludes certain equitable interests from the estate of a bankrupt while § 544(a) permits the trustee to bring certain tainted property into the control of the estate. For example, where the debtor holds certain real property in constructive trust for another because of fraud, § 541(d) excludes frоm the estate the constructive trust beneficiary’s equitable interest in the property.
See, e.g., Quality Holstein Leasing,
*704 Property in which the debtor holds, as of the commencement of the case, only legal title and not an equitable interest, such as a mortgage secured by real property, or an interest in such mortgage, sold by the debtor but as to which the debtor retains legal title to service or supervise the servicing of such mortgage or interest, becomes property of the estate under subseсtion (a)(1) or (2) of this section only to the extent of the debtor’s legal title to such property, but not to the extent of any equitable interest in such property that the debt- or does not hold.
*705
Courts have responded to the tension between these sections in two ways. Some courts, like the district court here, have held that § 541(d) prevails over the trustee’s strong-arm powers under § 544(a).
See, e.g., Quality Holstein Leasing,
A majority of courts have rejected this approach. They have held that sections 541(d) and 544(a) operate independently. Thus, property not part of the estate under § 541(d) may come into the estate under § 544(a).
See, e.g., Cascade Oil Co.,
[A] reading and comparison of § 541(d) and § 544 leads to the inescapable conclusion that § 541(d) does not represent a general limitation on the trustee’s avоidance powers under § 544. Section 541(d) qualifies the trustee’s right under § 541(a) to succeed to certain property interests possessed by the debtor at the time of the filing of his bankruptcy petition. In contrast, § 544(a) arms the trustee at the time of the filing of the debtor’s bankruptcy petition with all the rights and powers of various creditors and transferees of the debtor so as to avoid incomplete or improperly perfected transfers of the debtor and thereby insure an equality of distribution among the debtor’s general unsecured creditors. See, e.g., 4 L. King, Collier on Bankruptcy 11541.01, 541-5 to 541-9 and 11 544.01, 544-2 to 544-4 (15th ed. 1982); 2 W. Norton, Bankruptcy Law and Practice §§ 29.01 and 30.01 (1982).‘ Section 544(a) in fact contemplates that the debtor has no remaining interest in the property which is the subject of the avoided transaction. The trustee is thus given the ability to bring into the estate, in addition to the debtor’s property as defined by § 541(a) and limited by § 541(d), any property which he can obtain through his avoidance powers under the Bankruptcy Code, including his ability to invalidate certain transfers by the debtor under § 544(a).
Anderson,
This circuit has never resolved the tension between sections 541(d) and 544(a). Nor do we need to do so here. The result in this case is the same under either approach.
Under the minority approach, CNB’s interest in the trust assets as beneficiary of the constructive trust does not come into General Coffee’s bankruptcy estate. Where a debtor holds property in a constructive trust for another, “ft]he rule is elementary that the estate succeeds only to the title and rights in the property that the
*706
debtor possessed_ Therefore ..., the estate will generally hold such property subject to the outstanding interest of the beneficiaries.”
Georgia Pacific Corp. v. Sigma Serv. Corp.,
CNB has the same rights under the majority approach. Section 544(a) confers on the bankruptcy trustee the rights of a hypothetical “ideal creditor” under state law. 4
Collier on Bankruptcy
11544.02.
8
General Coffee contends that because a constructive trust is essentially an equitable lien, it is defeated by a subsequent lienholder without notice. General Coffee is correct that under Florida law “an equitable lien is superior to the right of all persons except bona fide purchasers, or subsequent valid lienholders, without notice,”
Blumin v. Ellis,
Florida law defines an equitable lien as follows:
An equitable lien is not an estate of property in the thing itself nor a right to recover the thing, that is, a right which may be the basis of a possessory action. It is simply a right of a special nature over a thing, which constitutes a charge or encumbrance upon it, so that the very thing itself may be proceeded against in an equitable action....
Tucker v. Prevatt Builders, Inc.,
We have found no Florida cases on this question. We believe, however, that for purposes of priority in bankruptcy a constructive trust beneficiary should have the same rights to the trust assets that a beneficiary of an express trust would have. An express trust beneficiary clearly has priority to trust assets over a judicial lienholder or execution creditor. 9 CNB’s rights as beneficiary of the constructive trust therefore would prevail over a hypothetical ideal lienholder.
Professor Scott would reach a similar conclusion. As he discussed in his treatise *707 on trusts, a construсtive trust beneficiary prevails over all subsequent takers of the trust property except bona fide purchasers. A. Scott, The Law of Trusts § 462.4, at 3621. He explained his reasoning with the following example:
[W]here A’s money is wrongfully taken by B and is used by B to purchase land, A is entitled to enforce a constructive trust of the land. In this case A has such an interest in the land as to enable him to reach it in satisfaction of his claim. He can reach the land even though B is insolvent, since B’s creditors are not in the position of bona fide purchasers.
Id.
§ 462.5, at 3423;
cf. In re Storage Technology Corp.,
We hold that because General Coffee cannot bring the trust assets into its bankruptcy estate under either approach, CNB is entitled to recover the traced assets of $6,488.011.
AFFIRMED.
Notes
. Shawmut Boston is an agent for a group of financial institutions that was General Coffee’s principal pre-petition lender. The financial group also provided General Coffee with post-petition financing, in which, with the bankruptcy court's permission, General Coffee granted the group a security interest in all property of the estate. Shawmut Boston intervened and supported General Coffee's position before the bankruptcy court and on appeal to the district court.
. For a discussion of the underlying facts that constituted the fraud against CNB, see
In re General Coffee Corp.,
.
See
Annotation,
Imposition of Constructive Trust in Property Bought with Stolen or Embezzled Funds,
. Application of the majority rule is consistent with the doctrine in Florida law that a constructive trust beneficiary is entitled to be returned to his original position or to his position at the time of the fraud.
See Quinn v. Phipps,
. The
Palmland Villas
court may have been confused by the language in
Wadlington
to the effect that such a "trust is ‘constructed’ by equity to prevent an unjust enrichment at the expense of another as the result of fraud.”
It has been suggested that the constructive trust does not arise until the defrauded person brings a suit in equity and the court decrees specific restitution. The notion seems to be that a constructive trust is created by the court and that it therefore does not arise until the court creates it by decree. The notion is in part fostered by the terminology employed. It is sometimes said that when there are sufficient grounds for imposing a constructive trust, the court "constructs a trust.” The expression is, of course, absurd. The word "constructive" is derived from the verb “construe,” not from the verb “construct.” ... When it is said that there is constructive fraud or malice or notice, what is meant is that, although there is no actual fraud or malice or notice, the same consequences, or many of them, follow. The court construes the circumstances in the sense that it explains or interprets them; it does not construct them. So in the case of a constructive trust, the court finds from the circumstanсes that some of the consequences which would follow from the creation of an express trust should also follow.
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[T]here is no foundation whatever for the notion that a constructive trust does not arise until it is decreed by a court. It arises when the duty to make restitution arises, not when that duty is subsequently enforced.
A. Scott, The Law of Trusts § 462.4 (3d ed. 1967).
. Section 544(a) provides:
The trustee shall have, as of the commencement of the case, and without regard to any knowledge of the trustee or of any creditor, the rights and powers оf, or may avoid any transfer of property of the debtor or any obligation incurred by the debtor that is voidable by—
(1) a creditor that extends credit to the debtor at the time of the commencement of the case, and that obtains, at such time and with respect to such credit, a judicial lien on all property on which a creditor on a simple contract could have obtained such a j'udicial lien, whether or not such a creditor exists;
(2) a creditor that extеnds credit to the debtor at the time of the commencement of the case, and obtains, at such time and with respect to such credit, an execution against the debtor that is returned unsatisfied at such time, whether or not such a creditor exists; or
(3) a bona fide purchaser of real property, other than fixtures, from the debtor, against whom applicable law permits such transfer to be perfected, that obtains the status of a bona fide purchaser and has perfected such transfer at the time of the commencement of the case, whether or not such a purchaser exists.
As debtor-in-possession General Coffee has the same rights and powers as a trustee in bankruptcy. 11 U.S.C. § 1107(a).
. Section 541(d) provides:
. Both parties agree that if we reach this issue Florida law is controlling.
. Florida law would treat the beneficiary of a resulting trust differently under some circumstances. “A judgment creditor cannot have his debt satisfied out of the property held in the name of his judgment debtor under a resulting trust for another, unless it is made to appear that it was on the faith of the judgment debtor’s apparent ownership that credit was given which resulted in the judgment sought to be satisfied."
Estey v. Sharp Elecs. Corp.,