Plаintiff-appellant Sanyo Electric, Inc. (“Sanyo”) appeals from the portion of a judgment of the United States District Court for the Eastern District of New York (Wexler, J.) that reversed an order of the United States Bankruptcy Court for the Eastern District of New York (Holland, J.). Sanyo had entered ihto a security agreement with defendant-appellee Howard’s Appliance Corp. (“Howard”), under the terms of which Howard gave Sanyo a security interest in all Sanyo air conditioners (“collateral”) possessed or thereafter acquired by Howard. As the agreement required Howard to keep the air conditioners at its store in Nassau County, New York, Sanyo perfected its security interest in New York only. Howard later began to store the air conditioners at a warehouse in New Jersey without informing Sanyo. Approximately six months after it began to warehouse the air conditioners in New Jersey, Hоward filed a voluntary Chapter 11 petition with the Bankruptcy Court in the Eastern District of New York; Howard continued thereafter in business as a debt- or-in-possession, see 11 U.S.C. § 1107 (1982 & Supp. Ill 1985).
Although it never filed any financing statements in New Jersey, Sanyo moved for relief from the automatic stay imposed by 11 U.S.C. § 362 (1982 & Supp. Ill 1985) to enable it to proceed against Howard’s inventory. Invoking the doctrine of equitable estoppel, the bankruptcy court determined,
inter alia,
that Sanyo possessed the rights of a holder of a validly perfected security interest in the air conditioners stored in New Jersey, and that Sanyo was entitled to an order vacating the automatic stay or to adequate protection of its interest.
See
BACKGROUND
Howard, a retailer of home appliances, began purchasing appliances from Sanyo in March 1984. The parties entered into a security agreement on March 12 of that year, giving Sanyo a security interest in all of the goods possessed or acquired by Howard that were manufactured or sold by, or acquired frоm, Sanyo. Sanyo was given also an interest in the proceeds from the sale of those goods. The agreement provided that “[t]he collateral will be kept at the debtor’s place of business located at the address as shown at the beginning of this agreement; and that there are no other places of business of debtor.” At that time, Howard operated only one store, located in Nassau County, New York, the address shown on the agreement. In order to perfect its security interest, Sanyo filed a UCC-1 Financing Statement with the Clerk of Nassau County and the Secretary of State of New York on March 30, 1984.
Howard opened a second store, in April 1984, and a third store, in November 1985, both in Suffolk County, New York. Howard then sold its Nassau County store in March 1986, and began operating exclusively in Suffolk County. The Nassau County store, however, continued to operate under the Howard logo; in fact, Howard continued to advertise the store, holding it out to the public as one of its own retail locations. Although Howard never sent Sanyo written notice of the sale, Joel Stern, an independent sales representative who sold Sa-nyo merchandise to Howard on a commission basis, “informally learned,” e-'ther in March or April 1986, that the store had been sold; he apparently communicated this knowledge to Sanyo’s credit department. Sanyо, however, never filed a financing statement with the Clerk of Suffolk County.
From 1981 to 1986, Howard stored all of its inventory at either its Nassau County store or at one of its retail locations in Suffolk County. Early in 1986, however, Howard began renting space in a public warehouse located in New Jersey (the “Do-nadío warehouse”) to store its inventory. In addition, Howard had manufacturers deliver goods directly to the Donadío warehouse. Howard would not sell the products out of the warehouse; instead, it would have items re-shipped from New Jersey to its New York locations on an “as needed” basis. Significantly, Howard never told Sanyo, either orally or in writing, that goods were being stored in New Jersey; nor did Sanyo file any financing statements in that state.
Sanyo’s traffic department learned of the New Jersey location in February 1986, when it shipped, via common carrier, a large supply of air conditioners from its New Jersey factory to the Donadío warehouse. Apparently, the common carrier notified Theresa O’Brien, Sanyo’s traffic manager, that Howard had instructed it to deliver the goods to New Jersey. Because it was normal procedure for a customer to change the location to which goods are shipped, O’Brien customarily would change the bill of lading to reflect the new destination, but never reported such changes tо any other department at Sanyo, including the credit department. O’Brien followed the customary practice here.
Howard filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code, 11 U.S.C. §§ 1101-1174 (1982 & Supp. Ill 1985), on August 6,1986. As a result, an automatic stay attached under 11 U.S.C. § 362, which prevented Sanyo from perfecting its security interest in the air conditioners located in New Jersey. By order to show cause dated August 14,1986, Sanyo moved to lift the stаy so that it could foreclose on certain of Howard’s inventory, including property stored in Suffolk County and New Jersey, in which it claimed a security interest. Since the date of the filing, Howard has continued to run its *91 business as a debtor-in-possession under 11 U.S.C. § 1107.
At a hearing held on September 2, 1986 before the bankruptcy court, Michael Howard, the president of Howard, testified that the decision to warehouse in New Jersey was dictated by a shortage of space at his New York locations, аnd that storage in New Jersey was “advantageous” financially. He testified also that he never sent Sanyo formal written notice that Howard was storing Sanyo’s goods in New Jersey and never gave Sanyo such notice by telephone. He testified, however, that he advised independent sales representative Joel Stern, perhaps as early as February 1986, that Howard “probably would be warehousing in New Jersey,” and that Stern was advised that the gоods actually were going to New Jersey “when the merchandise was ... shipped at a later date, two or three months later.” Stern testified that he first became aware that Howard was storing Sanyo inventory in the New Jersey warehouse on approximately August 8, 1986, two days after the filing of the Chapter 11 petition. Ed Toomey, the National Home Credit Manager for Sanyo, testified that Howard never notified Sanyo’s credit department. He testified furthеr that he never was informed by Sanyo’s traffic department that the goods had been shipped to the Donadio warehouse, and that he first learned of the New Jersey warehouse “two days after the filing of the [Chapter 11] petition when we sent our representatives to take an inventory.” 1
The bankruptcy court issued its decision on February 26, 1987, concluding that “Sa-nyo has a validly perfected interest in the goods it supplied to” Howard that were stored both at Howard’s retail locations in Suffolk County and at the Donadio warehouse in New Jersey.
Regarding the merchandise stored at the Donadio warehouse, the court noted that, although Sanyo should have filed a finanсing statement in New Jersey to perfect its security interest in the collateral,
see
12A N.J. Stat-Ann. §§ 9-302, 9-401(l)(c) (West Supp.1986),
3
principles of equity had to be considered to determine whether Sanyo has a perfected interest despite its failure to file,
see id.
§ 1-103. The court invoked the doctrine of equitable estoppel and, crediting the testimony of Stern and Toomey, found that: Howard “concealed the fact that it was storing the subject inventory in the Donadio warehouse in New Jersеy,”
The district court, in a memorandum and order dated September 23, 1988, affirmed the bankruptcy court’s determination regarding Sanyo’s security interest in the merchandise stored in Suffolk County, but only as to the merchandise shipped to the Suffolk County locations while Howard also operated its store in Nassau County. Insofar as goods may have been shipped to Suffolk County after the closing of Howard’s Nassau County store, the court held that, pursuant to U.C.C. § 9-401(l)(c), Sa-nyo was required to file a financing statement with thе Clerk of Suffolk County to perfect its interest.
See In re Knapp,
Finally, the district court held that, as to the property in Suffolk County acquired after the sale and as to all Sanyo’s merchandise stored in New Jersey, the application of equitable estoppel would contravene the “strong-arm” powers of Howard, in its cаpacity as a debtor-in-possession.
4
Because a debtor-in-possession generally has the same rights, powers and duties as a trustee,
see
11 U.S.C. § 1107(a);
In re Vintero Corp.,
After judgment was entered and Sanyo filed its notice of appeal, the parties, in an effort to resolve the issue remanded to the bankruptcy court, entered a stipulation providing that no merchandise was shipped to Howard in Suffolk County after the sale of the Nassau County store. Consequently, the only issue remaining for this Court to *93 address is the extent of Sanyo’s interest in the air conditioners located in New Jersey.
DISCUSSION
Under section 541 of the Bankruptcy Code, a debtor’s legal and equitable interests in property, “as of the commencement of the case,” constitute “[p]roperty of the estate,” 11 U.S.C. § 541(a)(1). Property in which the debtor holds only legal title and not an equitable interest, however, becomes property of the estate “only to the extent of a debtor’s legal title to such property, but not to the extent of any equitable interest in such property that the debtor does not hold,”
id.
§ 541(d). That is, the bankruptcy estate does not include “property of others in which the debtor ha[s] some minor interest such as a lien or bare legal title,”
United States v. Whiting Pools, Inc.,
Where the debtor’s “conduct gives rise to the imposition of a constructive trust, so that the debtor holds only bare legal title to the property, subject to a duty to reconvey it to the rightful owner, the estate will generally hold the property subject to the same restrictions,”
In re Flight Transp. Corp. Securities Litigation,
The existence and nature of a debt- or’s interest, and correspondingly the estate’s interest, in property is determined by state law.
In re FCX, Inc.,
Under New Jersey law, “a constructivе trust should ‘be impressed in any case where to fail to do so will result in an unjust enrichment.’ ”
Stewart v. Harris Structural Steel Co.,
In light of the foregoing, we hold that a constructive trust should be imposed in favor of Sanyo. The bankruptcy court’s faсtual findings, which were neither challenged by Howard nor disputed by the district court, call for no less.
See Wien Air Alaska, Inc. v. Bachner,
We find it significant, too, that Howard never informed Sanyo of the Donadío warehouse, and that Sanyo only learned of the warehouse, through third parties,
after
the filing of the petition, when it was too late to file a financing statement in New Jersey. The direction to Sanyo’s traffic department to ship thе merchandise to New Jersey was not sufficient to place Sanyo on notice that its goods were being stored in New Jersey. The record establishes that it is common practice for buyers to change
*95
shipping destinations and that, as a result of this practice, the traffic department routinely approves such changes, as it did here, without notifying its “principals.” Undoubtedly, Howard was aware of this practice.
See Corporacion de Mercadeo Agricola v. Mellon Bank Int’l,
Our decision in
Vintero,
Finally, we need not concern ourselves with whether section 544 of the Bankruptcy Code would mandate a result contrary to the one we reach today,
see General Coffee,
Accordingly, we hold that, by virtue of a constructive trust imposed pursuant to New Jersey law, Sanyo’s interest in the collateral stored by Howard in New Jersey is superior to Howard’s interest in that property. -
CONCLUSION
The portion of the district court’s judgment from which Sanyo appeals is reversed.
Notes
. The parties stipulated in the bankruptcy court that, as of the end of 1985, the amount of debt owed by Howard to Sanyo was $419,825.64, and that, as of the date of filing, the total amount was $879,986.83. The parties stipulated further that “no inventory has been transferred from New York to New Jersey since the date of the filing."
. Section 9-401(3) of the Uniform Commercial Code, as adopted by New York, provides:
A filing which is made in the proper place in this state continues effective even though the debtor’s residence оr place of business or the location of the collateral or its use, whichever controlled the original filing, is thereafter changed.
N.Y.U.C.C. Law § 9-401(3) (McKinney Supp. 1989).
.The bankruptcy court determined that, al- , though Howard has its principal place of business in New York, the law of New Jersey governs the issue of perfection because the collateral is and always has been located in New Jersey.
. Section 544 of Title 11 U.S.C. provides in pertinent part:
(a) 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 of, 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 judicial lien, whether or not such a creditor exists....
11 U.S.C. § 544(a)(1).
. Although the Ninth Circuit has chosen not to accept "the proposition that the bankruptcy estate is automatically deprived of any funds that state law might find subject to a constructive trust,”
In re Lewis W. Shurtleff, Inc.,