Fairbanks Steam Shovel Company v. Wills, Trustee in Bankruptcy of Federal Contracting Company

Background

On Dec. 30, 1912, creditors filed a bankruptcy petition against the Federal Contracting Company, an Illinois corporation. Fairbanks Steam Shovel Company held a chattel mortgage dated June 8, 1912, on a steam dredge and seized the dredge on March 6 while it was at Beardstown in Cass County. The mortgage was acknowledged and recorded in Cass County but not in Cook County, where the corporation’s organizers had declared its principal office. After adjudication on March 25, a trustee was appointed and sued to set aside the mortgage as invalid against the estate.

Reasoning

The Court considered whether the mortgage had been properly acknowledged and recorded so it would bind the trustee. Illinois law required acknowledgment and recording in the county where the mortgagor “resides,” meaning the county of the corporation’s principal office as fixed by its charter. The Court held the organizers’ certificate placing the principal office in Chicago, Cook County, controlled and that the commissioners’ report could not unilaterally change that location. Because the mortgage was not acknowledged or recorded in Cook County, it did not bind the trustee. The Court also explained that taking possession after the bankruptcy petition did not perfect the creditor’s title against the trustee and that equities between the immediate parties could not defeat the trustee’s statutory protections.

Real world impact

The ruling means secured creditors must strictly follow state recording and acknowledgment rules and cannot rely on possession taken after a bankruptcy petition or on the debtor’s statements about its office location. Parties who defend on the merits may waive jurisdictional objections.