First National Bank, Cortez v. First Interstate Bank, Riverton

URBIGKIT, Justice, dissenting,

with whom MACY, Justice, joins.

This reversal after rehearing, following a change in court membership, ignores a singular volume of cases and gives little credit to either stare decisis or stability. The majority in present opinion creates what they want the law to be, not what it generally by precedent has been or, as a general rule for efficiency and clarity in commercial enterprises, what it should be.

One lone New Mexico case, clearly distinguishable both in fact and logic which also has been superceded by a more recent New Mexico decision, provides the only support for this present majority decision which creates a posture of the law to ignore specificity in filed loan documents which would protect subsequent interest claimants. It is in the concept of adequate notice and identified debt that these anaconda-dragnet clauses have been for at least half a century viewed with suspicion and impressed with strictly confined application. This status is recognized in preparation and final drafting of the Uniform Commercial Code where a validation of a future claim to security coverage was included within carefully defined limits in operational status and no similar statutory provision was included for a pre-existing debt which most easily can be detailed to provide notice within the security document.

It is an interesting facet of communicative draftsmanship that the appellation of dragnet or anaconda clauses are not included in the majority opinion, although in text and annotation these defining words lead to the voluminous case law now ignored. The most recent case, authored by Chief Justice Rabinowitz of the Alaska Supreme Court, addresses directly this dragnet application of a security document. Within that evidentiary review and exhaustive case citation, the Alaska court repeats the determinative principle which was the basis of the prior majority opinion of this court, with both writers citing identical cases for authoritative support.

Many courts, however, have refused to rely solely on the language of the dragnet clause and instead have sought to determine the “true intent” of the parties. Decisions adopting this approach have pointed out that such clauses are usually “boiler-plate” in a document drafted by the lender, seldom the subject of negotiation, and often the debtor is unaware of its presence or implications. See, e.g., Wong v. Beneficial Sav. and Loan Ass’n., 56 Cal.App.3d 286, 128 Cal.Rptr. 338, 342 (1976); First Sec. Bank v. Shiew, 609 P.2d 952, 957 (Utah 1980). These courts often opine that although dragnet clauses are not invalid, they will be carefully scrutinized and strictly construed; the courts express concern that the debtor may be caught unaware of the indebtedness that the agreement secures and consequently become the “economic serf” of the creditors. See, e.g., Akamine & Sons, Ltd. v. American Sec. Bank, 50 Hawaii 304, 440 P.2d 262, 267 (1968); Emporia State Bank and Trust Co. v. Mounkes, 214 Kan. 178, 519 P.2d 618 (1974) (quoting with approval Akamine, 440 P.2d at 267); Shiew, 609 P.2d at 955.
Courts have adopted various approaches to determine whether the nature of the “other debt” should bring it within the dragnet clause. Some have held that debts incurred prior to the security agreement (“antecedent debts”) will not come within the dragnet clause unless such debts were specifically identified in the security agreement. See, e.g., National Bank v. Blankenship, 177 F.Supp. 667, 673-74 (E.D.Ark.1959), aff'd sub nom. National Bank v. General Mills, 283 F.2d 574 (8th Cir.1960) (applying Arkansas law); Underwood v. Jarvis, 358 So.2d 731, 735 (Ala.1978); First v. Byrne, 238 Iowa 712, 28 N.W.2d 509, 512 (1947); First Nat’l Bank & Trust Co. v. Lygrisse, 231 Kan. 595, 647 P.2d *6521268, 1272 (1982). A key rationale underlying these holdings is that since the antecedent debt is already owed by the borrower to the lender, the parties would have had no good reason not to identify it in the subsequent security instrument if they had truly intended the deed of trust or mortgage to cover it. Blankenship, 177 F.Supp. at 673-74; Underwood, 358 So.2d at 735; Byrne, 28 N.W.2d at 512. Several decisions have modified this rule by holding that if the parties expressly agree in a subsequent instrument that a security agreement containing the dragnet clause extends to an antecedent debt specifically referred to in the subsequent instrument then the dragnet clause will apply to the antecedent debt. Kamaole Resort Twenty-One v. Ficke Hawaiian Investments, 60 Hawaii 413, 591 P.2d 104, 112 (1979); Lygrisse, 647 P.2d at 1273.
$ ⅜ ‡ ⅝ % ⅝
Our study of the foregoing authorities leads us to reject an approach which enforces dragnet clauses uncritically. Here we conclude that the dragnet clause contained in NBA’s second deed of trust on Seven Mile North Yard does not encompass any of JMI and LPCC’s approximately $2.7 million of antecedent debt to NBA.
In reaching this conclusion, we are persuaded by those authorities which hold that antecedent debts will not be included within the scope of a dragnet clause unless such debts are specifically identified in the security agreement. Identification and incorporation of such debts in the security agreement will provide accurate and accessible notice as to the extent of indebtedness secured by the subject property not only to the parties to the agreement, but also to all those who subsequently deal with the parties and the property. Of controlling significance is the fact that this approach will thus furnish protection for junior lienholders.

Lundgren v. National Bank of Alaska, 756 P.2d 270, 277-78 (Alaska 1987).

This principle of reliable notice is a basic justification for recording and filing statutes where an efficient lending industry can examine and determine limits of utilization of security coverage by reading the filed documents and security instruments. These general principles have developed both for real estate and chattel financing and many of the cases are produced by security conflicts as a question of lien priority.1 See differentiation of classes of cases in prior opinion, First Nat. Bank, Cortez, Colo. v. First Interstate Bank, Riverton, 758 P.2d 1026, 1030 (Wyo.1988). One major class is established by the U.C. C. chattel financing future advance provision, U.C.C. § 9-204 (W.S. 34-21-923(c)), which states that “[ojbligations covered by a security agreement may include future advances or other value whether or not the advances or value are given pursuant to commitment.” Generally, this clause is considered to have confirmed prior case law that a discernible difference in application between the statutory provision for chattel financing and real estate applications does not exist. It is noteworthy that the one dragnet case actually cited by the majority, Clovis Nat. Bank v. Harmon, 102 N.M. 166, 692 P.2d 1315 (1984), did involve a real estate transaction.

*653Not only was Clovis National Bank a real estate transaction, it was also a trial concluded case with the principal appellate issue of the substantial evidence rule which was sufficient to support a trial court factual finding. Annotations reveal that except for a succeeding case where Clovis National Bank was put in its proper perspective in New Mexico law, the case has since been cited only in support of that substantial evidence rule and was never used as authority on dragnet financing in any case, whether in New Mexico or any other jurisdiction until this case.

The reason for its limitation in prece-dential value is easily perceived in examining the more recent case of Ruidoso State Bank v. Castle, 105 N.M. 158, 730 P.2d 461 (1986), where the New Mexico court was called to more specifically consider the dragnet provision in lending documentation. The question in Ruidoso State Bank was

whether a mortgage containing a “dragnet clause” covers preexisting debts to the lender in all cases, whether or not those debts are related to the purpose of the loan for which the mortgage is obtained, to give the lender in a foreclosure proceeding a priority position as to those debts over judgments obtained by other creditors before foreclosure. In the circumstances of this case, we hold it does not and we affirm the trial court.

Id. 730 P.2d at 461. See likewise, In re Bass, 44 B.R. 113 (N.M.1984), which applied New Mexico law and denied application to the earlier existent but non-referenced differentiated purpose loan.

In Ruidoso State Bank, 730 P.2d 461, the factual situation is remarkably similar to the present case with the exception that the succeeding liens were obtained by judgment rather than by new loans to the debt- or. In March 1982, debtor gave Ruidoso State Bank note one in the amount of $10,-100 secured by chattel security on a 20-ton crane. In June, he gave a second promissory note for $4,334.64 secured by a mortgage on a vehicle. A third note was executed in July as a real estate mortgage and a fourth mortgage in September, which contained a dragnet clause for both future advances and antecedent debts in each real estate mortgage. The note covered an additional $12,000. In December, a second creditor obtained a money judgment against the debtor. Following thereafter in 1983, the debtor executed a further note in favor of the bank of $6,000 as a renewal note of note three, and in November of the same year, the bank obtained a deficiency judgment on the chattel financing transactions, notes one and two, in the amount of $6,032.12. The factual issue then presented was whether the second creditor’s judgment lien of December 1982 provided a higher priority than the dragnet application of the defaulted payments on notes one and two as each was to be impressed upon equity value beyond the real estate mortgage stated amounts. In trial court, and as affirmed on appeal, Ruidoso State Bank lost and its dragnet clause was not accorded function sufficiency to provide a priority superior to the intervening judgment liens. There, as in this case, the debtor disappeared from the litigative proceedings by default.

The New Mexico court then directly related the Ruidoso State Bank, 730 P.2d 461 decision to the prior case, Clovis National Bank, 692 P.2d 1315:

We think the trial court was correct, however, in declining to read Harmon [692 P.2d 1315] as establishing as a matter of law that any holder of a mortgage having a dragnet provision has, automatically, with respect to all preexisting and future obligations, a priority date as of the date of the mortgage.
* * * In Harmon, then, this Court, in its appellate role, simply concluded that based on the record before it the trial judge had not erred in deciding that the dragnet clause contained in the real estate mortgage secured other notes involved in that particular case. Having said here, however, that dragnet clauses do not, as a matter of law, secure all debts between parties, we must then determine if substantial evidence supports the trial court’s decision.
Dragnet clauses which purport to secure all debts, past, present, and future, *654between parties to a security agreement generally are disfavored and thus strictly construed. Uransky v. First Federal Savings & Loan Association [684 F.2d 750 (11th Cir.1982) ]. Aside from the actual language of the provision, construction should focus on the intent of the parties as evidenced by the circumstances surrounding the mortgage and the nexus between the mortgage and the notes involved.

Ruidoso State Bank, 730 P.2d at 463. The New Mexico Supreme Court thus affirmed the trial court decision that the dragnet clause was ineffective to affix priority on the real estate mortgage for the earlier chattel loans. By judgment which gave priority to the intervening lien claimants, the bank was given third priority as to its remaining balances on the first two notes as superior only to other non-participating creditors. A comprehensive examination as similar precedent is found in Farmers & Mechanics Bank v. Davies, 97 Ill.App.3d 195, 52 Ill.Dec. 655, 422 N.E.2d 864 (1981).

' It is in this examination now made by the current majority which is directly contrary to the general rule stated by the most recent New Mexico case as a fact and circumstance test to establish nexus, where my critical disagreement is derived. This Wyoming summary judgment cannot be justified on that precedent, Ruidoso State Bank, 730 P.2d 461, nor any other directly related authority. See Lundgren, 756 P.2d 270; Freese Leasing, Inc. v. Union Trust & Sav. Bank, Stanwood, 253 N.W.2d 921 (Iowa 1977); and Canal Nat. Bank v. Becker, 431 A.2d 71 (Me.1981).

In present appeal, this debtor had a large oil drilling operation loan in the initial amount of approximately $93,000 as subsequently renewed for approximately $77,-605.63 which was secured by the equipment of the business enterprise described as “rigs.” The second loan of $7,328.35 as made with the security of the airplane, had no discernible relationship with the earlier business operating loan. It was with purpose unstated, secured by totally different property, namely the airplane which, unless recently purchased by the debtor, had apparently not been previously burdened by chattel financing. It was out of this relatively small mortgage that the security document form language of a dragnet clause provision was incorporated.

There is no evidence in the record that the borrowers realized the effect of the dragnet clause so that they were thereafter at best to commit a criminal fraud when they gave another lien on the same airplane to the First National Bank of Cortez contrary to the apparent assumption of both that lender and the same borrowers that the airplane was only indebted for the $7,328.35 loan and not the underlying preexisting earlier operating loan of a singularly greater amount of $77,605.63. We are then here, as was the case in Ruidoso State Bank, 730 P.2d 461, provided no evidence sufficient to meet the strict scrutiny test required generally by the cases and specifically by the New Mexico court. See likewise, New Mexico Bank and Trust Co. v. Lucas Bros., 92 N.M. 2, 582 P.2d 379 (1978), where it was determined that actual notice was the determinative factor. Future advances were involved with the statutory future advance maximum coveragé provision then controlling.

For comparable authority to Ruidoso State Bank, 730 P.2d 461, see Dixie Ag Supply, Inc. v. Nelson, 500 So.2d 1036 (Ala.1986), which defines, as a test for dragnet clause effectiveness, that the loan document itemize the existing indebtedness by clear and unequivocal terms and references that include a specific and identifiable antecedent debt in order to extend the coverage of the security agreement to that antecedent debt. In Dixie Ag Supply, Inc., the antecedent debt was specifically identified and the clause was consequently given validation to effectuate debt coverage against the designated security. See identification in mortgage test as applied in Badger State Agri-Credit & Realty, Inc. v. Lubahn, 122 Wis.2d 718, 365 N.W.2d 616 (1985). The burden of proof for specificity of identification of the debt to be covered intended within the loan documents rests upon the lender claimant. Wong v. Beneficial Sav. and Loan Ass’n., 56 Cal.App.3d 286, 128 Cal.Rptr. 338 (1976); Kamaole *655Resort Twenty-One v. Ficke Hawaiian Investments, Inc., 60 Haw. 413, 591 P.2d 104 (1979); Capocasa v. First Nat. Bank of Stevens Point, 36 Wis.2d 714, 154 N.W.2d 271 (1967).

Lacking that specificity of the amount intended to be dragged forward by the dragnet to be thrust under the security umbrella, I dissent from this reversal upon rehearing to put Wyoming in a class of the only jurisdiction which adopts a totality rule of validation for dragnet-anaconda clause application. More serious problems from this clutch and thrust aptitude will develop causing controversy among lenders, all of whom in initial relationships probably act in good faith in a particular transaction.

There is nothing cited as authority by the majority which lends strength as precedent to what is basically an undirected deviation of dragnet legal application. Surprisingly, the majority does not cite the extensive literature or distinguish the cases enumerated in detail in prior writings or specifically the two most recent cases of Ruidoso State Bank, 730 P.2d 461 and Lundgren, 756 P.2d 270. Those two can be joined by a third of interest, which is also not cited, Decorah State Bank v. Zidlicky, 426 N.W.2d 388, 390 (Iowa 1988) which, although discussing a future advance application, relates:

II. Future advances clauses are valid but courts look upon them with a definite lack of enthusiasm. We have adopted the following standard for ascertaining whether a future advances clause (also known as a dragnet clause) includes a particular debt:
[I]n the absence of clear, supportive evidence of a contrary intention a mortgage containing a dragnet type clause will not be extended to cover future advances unless the advances are of the same kind and quality or relate to the same transaction or series of transactions as the principal obligation secured or unless the document evidencing the subsequent advance refers to the mortgage as providing security therefor.
Freese Leasing, 253 N.W.2d at 927 (quoting Emporia Bank and Trust Co. v. Mounkes, 214 Kan. 178, 184, 519 P.2d 618, 623 (1974)). The Freese Leasing tests are alternative tests. Hawkeye Bank & Trust Co. v. Michel, 373 N.W.2d 127, 130 (Iowa 1985).
Dragnet clauses are valid but are not favored by the law. Farmers Trust & Sav. Bank v. Manning, 311 N.W.2d 285, 289 (Iowa 1981). They are thus strictly construed against the mortgagee.

Cf. Union Nat. Bank of Little Rock v. First State Bank & Trust Co. of Conway, 16 Ark.App. 116, 697 S.W.2d 940, 941-42 (1985), which notes the

well-settled rule that a mortgage given to secure a specific debt will not be extended to cover debts subsequently incurred unless they are of the same class or are so related to the primary debt secured that the assent of the mortgagor will be inferred. The purpose for such a requirement is to prevent the extension of a lien by the use of general terms to debts which the debtor did not contemplate.

There is a further thesis as argued by First National Bank of Cortez in this case justifying retention of our first decision. If the document which provides the notice of indebtedness contains a secured amount total, that document should accurately reflect the totality of indebtedness and not exclude prior amounts which would later be claimed to be brought within its coverage. This is the seriously misleading prohibition of the security documents. See In re South Atlantic Packers Ass’n, Inc., 30 B.R. 836, 838 (S.C.1983) and 9 Hawkland, Lord & Lewis, UCC Series § 9-402:14 at 410 (1986). The financing statement or document of notice is misleading if the effect is that a potential creditor could have been misled. In re Pacific Trencher & Equipment, Inc., 735 F.2d 362, 364 (9th Cir.1984); In re HGS Technical Associates, Inc., 14 UCC Rep.Serv. 237, 245 (1972), aff'd, 14 UCC Rep.Serv. 247 (E.D.Tenn.1973). This argument also has logic in context that if stated as a debt coverage, *656it should include the total amount intended to be consequently secured.

The seriously misleading thesis as addressed by a singular number of cases by First National Bank of Cortez in their rehearing brief is related to the conjecture of the majority that where a self-standing financing statement is used, then no amount is stated. In first analysis, it is true that if no amount is stated, it is not misleading, but that is not the case because the documents here clearly reflect a filed combination form which included a stated amount of only $7,328.35. See First Agri Services, Inc. v. Kahl, 129 Wis.2d 464, 385 N.W.2d 191, 194 (1986).

There is another disability in the logic of the majority in application of the financing statement requirements to the aircraft filing standard with the Federal Aviation Authority. Nothing is found to reveal that financing statements can be filed with the FAA and, certainly in this case, a self-standing simple financing statement was not filed. The federal statute, 49 U.S.C.A. App. 1403(a)(1) (West 1976), provides: “Any conveyance which affects the title to, or any interest in, any civil aircraft of the United States.” Recording of Aircraft Title and Security Documents, 14 C.F.R. § 49.17(a) (1988) defines:

“Conveyance” means a bill of sale, contract of conditional sale, mortgage, assignment of mortgage, or other instrument affecting title to, or interest in, property.

Lacking citation of authority by litigants or a recitation of case law by the majority, there is only one case found on the subject which accurately recognizes that a financing statement is not a conveyance and apparently is not a fileable document within the FAA registration system at Oklahoma City, Oklahoma. In Feldman v. Philadelphia Nat. Bank, 408 F.Supp. 24, 35 (E.D.Pa.1976), the court recognized that Article 9 of the U.C.C.

adopts a system of “notice filing” whereby the only document filed is a financing statement which is no more than a “simple notice” indicating “merely that the secured party who has filed may have a security interest in the collateral described.” UCC § 9-402, Comment 2, 12A P.S. § 9-402. * * *.
* * * The Federal Aviation Act does not adopt a notice filing system with respect to conveyances, but instead requires that the instrument of conveyance through which the party claims the interest must itself be filed with the Administrator for recording. The Act explicitly states that an instrument is invalid as to third parties without actual notice unless that instrument is on file with the Administrator. [Emphasis in original.]

Cf. Landen v. Production Credit Ass’n of Midlands, 737 P.2d 1325 (Wyo.1987) and Stannerud v. First Nat. Bank of Sheridan, 708 P.2d 1236 (Wyo.1985).

Whatever kind of document may be filea-ble with the county clerk does not provide a substitute for proper filing of a recordable instrument with the FAA pursuant to the federal statute. State Securities Co. v. Aviation Enterprises, Inc., 355 F.2d 225 (10th Cir.1966); In re Pegasus Intern. Travel Club, 15 B.R. 842 (Bankr.M.D.Pa.1981).

I do not have any significant disagreement with the force and effect of the authorities cited by the majority except Clovis National Bank. However, these authorities really do not have anything to do with dragnet clause finance case law and consequently provide no authority for the arbitrary posture adopted in opinion which disregards a rather consistent national development in the law for more than fifty years. Annotation, Debts Included in Provision of Mortgage Purporting to Cover All Future and Existing Debts (Dragnet Clause) — Modem Status, 3 A.L.R.4th 690 (1981). See National Bank of Eastern Ark. v. Blankenship, 177 F.Supp. 667 (E.D.Ark.1959), aff'd, 283 F.2d 574 (8th Cir.1960); Hendrickson v. Farmers’ Bank & Trust Co., 189 Ark. 423, 73 S.W.2d 725 (1934); First Nat. Bank of Corning v. Corning Bank & Trust Co., 168 Ark. 17, 268 S.W. 606 (1925); Skinner v. Elliot, 17 Ga.App. 511, 87 S.E. 759 (1916); Freese Leasing, Inc., 253 N.W.2d 921; Sowder v. Lawrence, 129 Kan. 135, 281 P. 921 (1929); *657Farmers Nat. Bank of Cherokee v. De Fever, 177 Okl. 561, 61 P.2d 245 (1936); First Nat. Bank of Ardmore v. Gillam, 134 Okl. 237, 273 P. 261 (1927); and McCollum v. Braddock Trust Co., 330 Pa. 293, 198 A. 803 (1938). More recent cases include Lundgren, 756 P.2d 270; Farmers & Mechanics Bank, 52 Ill.Dec. 655, 422 N.E.2d 864; Ruidoso State Bank, 730 P.2d 461; First Sec. Bank of Utah v. Shiew, 609 P.2d 952 (Utah 1980); and Badger State Agri-Credit & Realty, Inc., 365 N.W.2d 616. See also G. Nelson and D. Whitman, Real Estate Finance Law § 12.8 (2d ed. 1985).

Any hypothetical discussion that a financing statement, if separately used, need not include an amount secured has no relevance to the facts of this case where the filed document designated as a consumer’s security and pledge agreement stated a principle amount of $7,328.35. This is precisely the amount shown from the record which was revealed in the title search with the Federal Aviation Authority. The argument provides no support for contention about what would be the case if the lender were to use a nondesignated amount financing statement which might be possible if the property, as different from this case, was not an airplane. The defined amount as secured was $7,328.35 and not plus $77,-605.63 as arrived from earlier separately placed loan transaction. Consequently, WYHY Federal Credit Union v. Burchett, 643 P.2d 471 (Wyo.1982) is unrelated as involving an unsecured security agreement form. The accounts receivable financing as also involving an unfiled subsequent creditor claim in Daly v. Shrimplin, 610 P.2d 397 (Wyo.1980) is likewise uninformative in this factual situation for a prior indebtedness dragnet clause. The application of a lien to chattel proceeds is likewise dissimilar in Frantz v. First Nat. Bank & Trust Co. of Wyoming, 687 P.2d 1159 (Wyo.1984).

The issue raised in In re Gelking, 754 F.2d 778 (8th Cir.), cert. denied, 473 U.S. 906, 105 S.Ct. 3529, 87 L.Ed.2d 653 (1985) and Bank of Oklahoma, City Plaza v. Martin, 744 P.2d 218 (Okl.App.1987) presented priority of filing with the FAA which is a question of federal law. Philko Aviation, Inc. v. Shacket, 462 U.S. 406, 103 S.Ct. 2476, 76 L.Ed.2d 678 (1983) and not the effect of the particular document which, by 49 U.S.C.App. § 1406, is controlled by state law. Matter of Gary Aircraft Corp., 681 F.2d 365, 368-69 (5th Cir.1982), cert. denied, 462 U.S. 1131, 103 S.Ct. 3110, 77 L.Ed.2d 1366 (1983). Consequently, the majority’s citation and argument reaches no issue properly presented here.

In considerable detail in rehearing brief, First Interstate Bank questions what can be done since it conducted the foreclosure “at private sale, in bulk, for the total sum of $70,000.” Within the uninformative record, there is nothing to suggest that the sale was conducted legally in accord with the U.C.C. after proper notice but, in any event, the risk of an in bulk private sale sets its own responsibilities. This is particularly true since unquestionably, First National Bank of Cortez had a lien interest in the airplane with notice given and the only question was priority. See W.S. 34-21-963(c). See Stephens v. Sheridan Public Emp. Federal Credit Union, 594 P.2d 473 (Wyo.1979) and Whirlybirds Leasing Co. v. Aerospatiale Helicopter Corp., 749 S.W.2d 915 (Tex.App.1988). Cf. Durdahl v. Bank of Casper, 718 P.2d 23 (Wyo.1986) and Annotation, Sufficiency of Secured Party’s Notification of Sale or Other Intended Disposition of Collateral Under UCC § 9-504(3), 11 A.L.R.4th 241 (1982). Actually, no particular problem would have been created since upon remand the litigants would have determined by proper evidence what the value of the chattel property was so that First Interstate Bank would have been chargeable for the value of the property after deduction of its priority claim of $7,328.35 or balance thereof remaining at sale date with accrued interest and prorated costs of foreclosure sale. If the lender selling at private sale did not get proper value, it only constitutes the risk elected by conducting the private sale in bulk. This abridged record for an issue not briefed until rehearing does not justify (or permit) adequate review of the validity of initial sale and its effect before or now *658after reversal of initial decision on rehearing. ABC Builders, Inc. v. Phillips, 632 P.2d 925 (Wyo.1981). See Villella Enterprises, Inc. v. Young, 108 N.M. 33, 766 P.2d 293 (1988).

Realistically, little benefit would be derived in a repetition in further writing in this opinion as to the authorities and principles generally followed in the extensive case law as previously recited in detail in the prior opinion of First Nat. Bank, Cortez, Colo., 758 P.2d 1026 or to be found in Ruidoso State Bank, 730 P.2d 461 and Lundgren, 756 P.2d 270. The practical result of this majority’s decision is to freeze out any additional security value of a borrower’s assets after his first loan where partial utilization has occurred. Consequently, this majority, in an unjustified decision which makes new law, further limits credit to the Wyoming borrower.

In re-examination, I remain even more firmly convinced that the first decision was both legally persuasive and formally implanted by near unanimous precedent. Consequently, I dissent from reversal on rehearing.

. Dragnet clause controversies between claimant lenders are equally included within the total number of lawsuits which attack these clauses. Examples include: United States v. Fahrenkamp, 312 F.2d 627 (8th Cir.1963); Feldman v. Philadelphia Nat. Bank, 408 F.Supp. 24 (E.D.Pa.1976); Marine Nat. Bank v. Airco, Inc., 389 F.Supp. 231 (W.D.Pa.1975); National Bank of Eastern Ark. v. Blankenship, 177 F.Supp. 667 (E.D.Ark.1959), aff'd, 283 F.2d 574 (8th Cir.1960); Lundgren, 756 P.2d 270; Security Bank v. First Nat. Bank, 263 Ark. 525, 565 S.W.2d 623 (1978); First Nat. Bank of Corning v. Corning Bank & Trust Co., 168 Ark. 17, 268 S.W. 606 (1925); Kamaole Resort Twenty-One v. Ficke Hawaiian Investments, Inc., 60 Haw. 413, 591 P.2d 104 (1979); Akamine and Sons, Limited v. American Sec. Bank, 50 Haw. 304, 50 Haw. 368, 440 P.2d 262 (1968); Ruidoso State Bank v. Castle, 105 N.M. 158, 730 P.2d 461 (1986); Clovis Nat. Bank v. Harmon, 102 N.M. 166, 692 P.2d 1315 (1984); New Mexico Bank & Trust Co. v. Lucas Bros., 92 N.M. 2, 582 P.2d 379 (1978); Farmers Nat. Bank of Cherokee v. De Fever, 177 Okl. 561, 61 P.2d 245 (1936); First Nat. Bank of Ardmore v. Gillam, 134 Okl. 237, 273 P. 261 (1927); and In re Grizaffi, 23 B.R. 137 (Colo.1982).