1944 Beach Boulevard, LLC v. Live Oak Banking Company
346 So.3d 587 (2022)
Nature Of The Case
This section contains the nature of the case and procedural background.
Facts
Beach (P) is a limited liability company organized and existing under the laws of Florida. P and its affiliates were jointly and severally indebted to Live Oak (D) for approximately $3,000,000 on account of two loans, each in the original principal amount of $2,500,000. The loans were secured by a blanket lien on all of P's assets. To perfect its claimed security interests, D filed two UCC-1 Financing Statements with the Florida Secured Transaction Registry (Registry). The financing statements filed by D improperly name the debtor as '1944 Beach Blvd., LLC' instead of '1944 Beach Boulevard, LLC.' On December 5, 2019, P filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. When P's manager conducted a search of the Registry, D's financing statements did not appear on the page of twenty results generated by the Registry. D's financing statements did, however, appear on the immediately preceding page. P filed a complaint in the bankruptcy court, which asserted that D's financing statements failed to correctly name the debtor as required by Florida law, making the statements 'seriously misleading' within the meaning of section 679.5061(2) and therefore ineffective to perfect D's security interest. D asserted in its answer the affirmative defense that 'its financing statements substantially complied with Florida law and that abbreviating 'Boulevard' to 'Blvd.' was a minor error or omission that does not render the financing statements defective or seriously misleading.' P and D filed cross-motions for summary judgment. The bankruptcy court granted D's motion, concluding that the financing statement fell within the statutory safe harbor 'because the Registry's standard search logic discloses the financing statements on the page immediately preceding the initial page on the Registry's website. P appealed the bankruptcy court's decision to the federal district court, which affirmed the bankruptcy court's decision, writing only that 'the bankruptcy court committed no errors of law and made no clearly erroneous factual findings.' P appealed. The Eleventh Circuit identified 'two competing interpretations' in the case law regarding the scope of the search that is necessary to determine whether the safe harbor of section 679.5061(3) applies. The Eleventh Circuit certified to this Court the following questions: (1) Is the 'search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic,' as provided for by Florida Statute § 679.5061(3), limited to or otherwise satisfied by the initial page of twenty names displayed to the user of the Registry's search function? (2) If not, does that search consist of all names in the filing office's database, which the user can browse to using the command tabs displayed on the initial page? (3) If the search consists of all names in the filing office's database, are there any limitations on a user's obligation to review the names, and if so, what factors should courts consider when determining whether a user has satisfied those obligations?
Issues
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Holding & Decision
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Legal Analysis
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