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November 22, 1988
Honorable Jack M. Rains Opinion No. JM-984
Secretary of State
P. 0. Box 12697 Re: Whether a filing with the
Austin, Texas 78711 Secretary of State is necessary
to perfect a security interest
in manufactured housing held as
inventory (RQ-1469)
Dear Mr. Rains:
You ask whether a filing with the Secretary of State's
office pursuant to chapter 9 of the Texas Business and
Commerce Code (UCC) is necessary to perfect a security
interest in manufactured housing held by the financer as
inventory.
You direct our attention to a possible conflict in
article 5221f, V.T.C.S., (the Texas Manufactured Housing
Standards Act) and section 9.302 of the Business and
Commerce Code relative to the perfection of security
interests in manufactured housing.
Section 19(i) of article 5221f, Acts 1981, 67th
Legislature, page 3088, chapter 815, section 4, effective
August 31, 1981, provides:
A lien on the manufactured homes in the
inventory is perfected by filing a security
agreement with the department [Texas Depart-
ment of Labor and Standards] in a form that
contains the information the department
requires.
Section 19(n) of article 5221f states:
(n) The express provisions of this
article supersede any conflicting provisions
of the Business & Commerce Code: otherwise,
the provisions of the Business & Commerce
Code apply to transactions relating to
manufactured housing.
P. 5023
Honorable Jack M. Rains - Page 2 (JM-984)
Section 9.302(c) of the Business and Commerce Code, as
amended by Acts 1983, 68th Legislature, chapter 290, section
8, page 1533, effective August 28, 1983, provides that the
filing of a financing statement otherwise required by this
chapter is not necessary or effective to perfect a security
interest in property. subject to
(2) the following statutes of this
state . . . the Texas Manufactured Housing
Standards Act, as amended (Article 5221f,
Vernon's Texas Civil Statutes): but durinq
Y veriod in which collateral is inventorv
iild for sale bv a verson who is in the
business of sellinu soods of that kind, the
filins vrovisions of this Chavter (Subchavter
D) avvlv to a security interest in that
collateral created bv him as debtor: or
Subchavter A. Chavter 35, Title 4. Business &
Commerce Code, relatins to utility securitv
instruments. (Emphasis added.)
Section 9.401 of the Business and Commerce Code
requires filing with the county clerk to perfect a security
interest where certain specified items constitute the
collateral. This section also contains a general provision
requiring that the filing "in all other cases" be with the
Secretary of State. It is the latter provision that applies
to the instant scenario.
Section 18 of article 5221f as amended bv Acts 1987,
70th Lecrislature, chapter 1134, page 3888, effective June
18, 1987, provides:
(b) A violation of any of the provisions
of this article is a deceptive trade practice
in addition to those set forth in Section
17.50, Business & Commerce Code. The vro-
visions of all laws. varts of laws, ordin-
ances, rules or resulations which are in
conflict with any of the vrovisions of this
article are suverseded and oreemoted to the
extent of such conflict. (Emphasis added.)
Where laws deal with the same subject matter they
should be harmonized and construed together as though they
were parts of the same law. Gordon v. Lake, 356 S.W.Zd 138
(Tex. 1962). When statutes are inconsistent and irrecon-
cilable they both cannot stand at the same time. In the
event of such conflict, the later expression of legislative
intent controls and, to that extent repeals the earlier
P. 5024
.
Honorable Jack M. Rains - Page 3 (JM-984)
statute. State v. Easley, 404 S.W.Zd 296 (Tex. 1966 ):
Shultz v. State, 696 S.W.Zd 126 (Tex. APP. - Dallas 198 5,
writ ref'd n.r.e.).
Section 18 of article 5221f as amended by the 70th
Legislature is the latest enactment germane to your
question. Since it provides that any laws "which are in
conflict with any provisions of this article [article 5221f]
are superseded and preempted to the extent of such
conflict," it follows that the provisions of article 5221
control. Thus, a lien on manufactured homes in the
inventory is perfected by filing the security agreement with
the Texas Department of Labor and Standards.
SUMMARY
A filing with the Secretary of State is
not necessary to perfect a security interest
in manufactured housing held by the financer
as inventory.
JIM MATTOX
Attorney General of Texas
MARY XELLER
First Assistant Attorney General
LOU MCCREARY
Executive Assistant Attorney General
JUDGE ZOLLIE STEAXLEY
Special Assistant Attorney General
RICK GILPIN
Chairman, Opinion Committee
Prepared by Tom G. Davis
Assistant Attorney General
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