dissenting.
I dissent. My views remain those which I enunciated on March 13, 1979 in Wightman v. American National Bank of Riverton, Wyo.1979, 591 P.2d 903.1
A majority of this court now determines that without any doubt this case was one to be governed in its entirety by Art. 9 of the Uniform Commercial Code and, further, that Art. 9 is unambiguously clear in its governance of the facts and circumstances of this case. This is so even though the parties never structured the underlying events to be within the contemplation of Art. 9. Not one single step in the events which transpired between the appellant and the appellee during the period October 1974 through December 1975 was carried out in accordance with the provisions of Art. 9. When the appellee took the certificate of deposit, it gave notice that it was exercising its right of “set-off.” As the events unfolded in the district court, the only reference to Art. 9 made by ANB was to the fact that they had perfected a security interest in the C.D. by possession. In the original appeal, ANB did rely somewhat on Art. 9 although not on any of the sections now isolated by the majority as standing for the proposition that ANB was insulated from loss of its interest in the C.D. without regard to the actions it acquiesced in on March 1, 1975.
As I read the majority opinion, it would appear that no matter what ANB did they were protected — even if it “authorized” the action of the pledgor. Section 34-21-935(b), W.S.1977. The majority opinion treats as inconsequential the events of March 1, 1975. The new C.D. and most importantly the new pledge are the “turning point” of this case. Page Malody should be allowed to rely on that event. In my view, the law is clear that when that new arrangement was made on March 1, 1975 — without regard to anything that happened before — ANB had an interest only so long as Page Malody was alive. In my original opinion, we agreed that was what happened in that case and that the law commanded that result. I am now more convinced than ever that is clearly the law. See Commercial Banking Company v. Spur-lock, 1977, 238 Ga. 123, 231 S.E.2d 748, for a result identical to the original opinion here. The only way to distinguish that case from ours is to argue the events of March 1,1975. Also see, Ogilvie v. Idaho Bank & Trust Co., 1978, 99 Idaho 361, 582 P.2d 215. Whether ANB knew that, to be the state of the law is irrelevant. I am sure it did, however, for it is that very principle which also protects it and authorizes the bank to pay the survivor. Section 13-3-601(b), W.S.1977.
But we need not rely on that statute alone in determining that this is the law. Sections 34-1-140, 34-21-310 and 34-21-316, W.S.1977; Wightman v. American National Bank of Riverton, supra, 591 P.2d at 906. Whether Page Malody clearly understood the law is also irrelevant. ANB authorized this whole transaction. It was not something Page Malody accomplished by sleight of hand, deception, or otherwise *1007without ANB’s knowledge and acquiescence. Page Malody should have the benefit of the law, just as ANB clearly would if the tables were turned. If ANB did not want to accept the new C.D. and the new pledge, it could have told Page Malody that and taken any number of alternative courses of action (such as deeming itself insecure and exercising its rights to the C.D.). And so could have Page Malody. If ANB would not accept the arrangement she suggested, then Page Malody, while she was still alive and able to protect her children, could have made alternative arrangements to ensure that, in the event of default on the loans, her children would somehow be protected. Unfortunately, she had been dead some two months when ANB “set-off” her children’s C.D. and a domino series of events brought financial ruin to the Malody ranch. As a result of the majority opinion, ANB alone does not have to take responsibility for its mistakes. Its mistakes are nimbly and blithely sidestepped by applying law which, in my view, is not applicable ar.d ignoring facts that are pivotal and undisputed. Moreover, the Art. 9 provision which the majority now relies on as the key, § 34-21-935(b), supra, is applied without consideration to the language “ * * * unless his action was authorized by the secured party * * So, even if Art. 9 must apply, the result should be identical because the bank authorized what was done and granted the rights now claimed by the children.
I shall iterate my view that Art. 9 does not apply. My reasons for so deciding are well described at Wightman v. American National Bank of Riverton, supra, 591 P.2d at 906. In part, I conclude this because ANB did not follow Art. 9 procedures. But, I am extremely hard pressed to accept, even arguendo, the conclusion reached by the majority. It is notable that not one word about Art. 9 is mentioned in the petition for rehearing. The appellant has had no opportunity to meet this unexpected tack. No doubt this is so because all five of us agreed it did not apply. Perhaps that avenue appeared rather hopeless to ANB — which it should be. Rather the petition for rehearing relies on an esoteric discussion of unities, in combination with hyperbole. This seems to have carried the day. Calling the decision “bizarre,” “dangerous,” et cetera, apparently has caused some of my brethren to back away from our original conclusion to embrace one that treats Art. 9 as a one-way street which protects only secured parties.
To avoid further digression on that subject, I return to iterate why Art. 9 should not be applied. Section 34-21-904(a)(xi), supra, in unmistakable language says Art. 9 does not apply to “ * * * any deposit, savings, passbook or like account maintained with a bank * * *.” I can only conclude, as I think any reasonable person who walks into a bank and puts savings into the form of a certificate of deposit would conclude, that person thinks he has made a savings deposit in a bank.
The majority reasons that this exclusion of savings deposits from the governing realm of Art. 9 is overcome by § 34-21-905(a)(vii), W.S.1977, which defines “instrument.” In other words, this all-encompassing definition operates to change the specific words of § 34-21-904(a)(xi) and calls Art. 9 into play. This is paradoxical and unreasonable in my view. It is even more unreasonable that the majority suggests that an amendment, which changed the code, but which has not been adopted in Wyoming, can be utilized to infer that this is what the code really meant all along. The authority from the Texas Court of Civil Appeals, and the apparent reference to the concurring opinion in Howick v. Bank of Salt Lake, 1972, 28 Utah 2d 64, 498 P.2d 352, does not, and in my view cannot, justify this extraordinarily faulty conclusion. To reach such a conclusion, one must ignore the meaning of words that are so clear that no one could seriously doubt their meaning. That one other court may have done so several times, does not alter my understanding of plain language.
The code is intended to simplify and clarify. The interpretation put on it by the majority denigrates the commendable effort by its authors to make the law crystal *1008clear. The code is not easy to digest — but I hope it will always be read so that those who must depend upon it can trust that it means what it says. If § 34-21-904(a)(xi) intends to say that any savings deposit except a C.D. is excluded from coverage of the article, then it should say that. However, § 34-21-905(a)(vii) cannot do that by such a syntactical legerdemain as that relied on by the majority. To a lay person, the U.C.C. may be rather formidable, if not impenetrable. I think it is a formidable document to many, if not most, practicing lawyers and courts as well. It is well known that to truly ascertain its meaning one must search out and follow many sections and subsections, and the comments of the authoring committee. In that process the sections come to life, for each is interdependent with many others. But this process cannot be used to alter the meaning of unambiguous words and phrases. Otherwise, we reach a point of chaos in its interpretation where it means everything to everybody and ultimately it means nothing.
In this case Art. 9 is misapplied. I would have denied the petition for rehearing and confirmed our adherence to the original decision.
. The majority opinion does not offer a complete statement of facts; so, in order to fully understand the background, it is necessary to consult the original opinion which contains the complete procedural and factual history of this case.