Flores De New Mexico, Inc. v. Banda Negra International, Inc. (In Re Flores De New Mexico, Inc.)

*574 MEMORANDUM OPINION

This matter came before the Court for trial on the merits. Having considered the testimony of witnesses, the arguments of counsel, the applicable case law, the exhibits and memoranda of law submitted by the parties, and being otherwise fully informed and advised, this Court finds that the value of the assets auctioned is $900,000, which was the price paid for those assets by the successful bidder at auction. The Court finds that Banda Negra holds a valid perfected security interest in the prefabricated office building and the computer system. The Court finds that Banda Negra failed to properly perfect its security interest in the rose bushes. The Court further finds that Banda Negra failed to perfect its security interest in Flores’ accounts receivable.

FACTS

Flores was organized as a floriculture operation with its facilities in Las Cruces, New Mexico. It subleased twenty-eight acres from the New Mexico State University Foundation, Inc., (the “University”) and placed ten of those acres under greenhouse. Flores’ primary product was cut roses. It also produced other types of cut flowers, as well as container grown plants. As a rose producer, Flores had approximately 60,000 rose bushes contained in three of the greenhouses. The rose bushes were planted in the ground and had relatively extensive root systems. The remaining seven greenhouses were used for growing other types of cut flowers and for the production of container grown plants.

On or about March 8, 1988, Flores entered into an agreement with Banda Negra whereby Banda Negra loaned $1,100,000 to Flores. The loan was to be secured by Flores’ assets. Flores executed and delivered to Banda Negra a loan agreement and a security agreement, to secure the debt. 1 U.C.C. financing statements naming Flores as debtor and Banda Negra as secured party, and listing the collateral securing the loan were filed with the Secretary of State of New Mexico on April 18, 1988, bearing No. 880418086, and with the clerk of Dona Ana County on April 19, 1988, bearing No. 726. The description of the collateral on each financing statement was identical to the description contained in the security agreement.

On June 2, 1988, a U.C.C. financing statement, naming Flores as debtor and Banda Negra as secured party, covering accounts receivable and proceeds of such collateral was filed with the clerk of Dona Ana County, bearing No. 937. On June 6, 1988, a U.C.C. financing statement covering the same collateral was filed with the Secretary of State, bearing No. 880606096. No separate security agreement was executed between Flores and Banda Negra regarding the accounts receivable or their proceeds.

On April 12, 1989, Flores filed a voluntary petition under Chapter 11 of the Bankruptcy Code. On September 8 and 14, 1989, Flores filed motions to sell property outside the ordinary course of business free and clear of liens and other interests, and this Court entered its order authorizing *575 the sale at auction of certain of the Debt- or’s assets. Liens, claims and encumbrances were to attach to the same extent and with the same validity to the proceeds of the sale, subject to later determination by this Court, save and except any charges incurred in connection with the sale.

Prior to the auction, each of the bidders at the auction had submitted written offers to purchase all of Flores’ remaining assets. These bids ranged from $350,000 to $580,-000.

The auction was held October 5, 1989. At auction, all of Flores’ assets, including the greenhouses, rose bushes, equipment, and supplies were sold as a package for $900,000. The closing of the sale was contingent upon the ability of the successful bidder to obtain a new lease of the premises from New Mexico State University. The successful bidder, Aldershot of New Mexico, Inc. (“Aldershot”) obtained that lease and the sale was consummated.

On December 13, 1991, Flores, in its capacity as debtor in possession, filed its Second Amended Complaint Objecting To Secured Claim And Seeking Valuation. In that complaint, Flores asserted that Banda Negra had no validly perfected security interest in Flores’ accounts receivable as Flores had not executed a security agreement relating to accounts receivable or their proceeds. Flores further alleged that Banda Negra had no validly perfected security interest in the rose bushes and the prefabricated office building because the financing statements filed by Banda Negra failed to adequately describe these assets. Flores also alleged that Banda Negra had no interest in the computer system owned by Flores because Flores had previously granted a security interest in the computer system to Circle Business Credit as security for the purchase of the computer. Finally, Flores alleged the value of the assets sold at auction was substantially less than the price obtained.

DISCUSSION

This case presents the Court with the competing claims of Banda Negra, a secured creditor of the Debtor, and the bankruptcy estate which, under the Bankruptcy Code, has “the rights and powers of ... a creditor that extends credit to the debtor at the time of the commencement of the case, and that obtains ... a judicial lien on all property on which a creditor on a simple contract could have obtained such a judicial lien....” 11 U.S.C. § 544(a). The bankruptcy estate thus becomes a “perfect lien creditor,” and as such, may have priority in the proceeds of the sale of the disputed assets. The resolution of the competing claims of the bankruptcy estate and Banda Negra involve several issues; the value of the assets sold at auction; interpretation of a poorly drafted security agreement and financing statement relating to the rose bushes, the computer system, and the prefabricated office building; and whether Banda Negra’s filing of a financing statement relating to accounts receivable without a security agreement was sufficient to perfect a security interest in the accounts receivable.

Value Of The Assets Sold At Auction

Banda Negra holds a secured claim only to the extent its claim is secured by the collateral in which it holds a security interest. Section 506(a) of the Bankruptcy Code states:

“An allowed claim of a creditor secured by a lien on property in which the estate has an interest ... is a secured claim to the extent of the value of such creditor’s interest in the estate’s interest in such property ... and is an unsecured claim to the extent that the value of such creditor’s interest ... is less than the amount of such allowed claim.”

Flores granted Banda Negra a security interest in its assets to secure payment of a note in the amount of $1,100,000. Flores’ assets sold at auction for $900,000. Thus, if the amount paid for Flores’ assets is their true value and Banda Negra possesses a perfected security interest in all assets sold, Banda Negra has a secured claim in the amount of $900,000 and an unsecured claim in the amount of $200,000. If, however, as asserted by Flores, the value of the assets sold is substantially less than $900,000, or Banda Negra does not possess *576 a perfected security interest in all assets sold, Banda Negra’s secured claim will be reduced and its unsecured claim increased, thus benefiting the bankruptcy estate.

The price paid at a commercially reasonable sale is the best evidence of value, and the Court is not required to consider other possible methods of valuation. In Re Two “S” Corporation, 875 F.2d 240 (9th Cir.1989). No allegation has been made that the format of the auction conducted by the U.S. Trustee was not commercially reasonable. In In Re Two “S” Corporation, the court stated:

We have found no cases holding that after a single asset is sold at a commercially reasonable sale, the Court is still required to consider other possible methods of valuation. Rather, the cases state that the price paid at a commercially reasonable sale is the best evidence of value, (citations omitted).

Two “S”, 875 F.2d at 243. Determination, however, that the proceeds of a sale constitute the best evidence of value is not tantamount to a determination that the proceeds of a commercially reasonable sale conclusively and irrebuttably constitute a determination of value. In re Durrett, 23 C.B.C. 95 (5th Cir.1980). Thus, while not specifically required to do so, this Court is free to consider other factors which may influence the value of the assets sold.

The Plaintiff lists eight factors that it asserts the Court should examine, in addition to the price obtained at auction, in determining the value of the assets sold. These factors are:

1. The Debtor’s opinion as to the value of the properties;

2. The condition of the properties immediately prior to the auction;

3. Substantially divergent bids for the properties immediately prior to the auction;

4. Substantially divergent bids at auction;

5. The fact that the properties auctioned were auctioned subject to the successful bidder being able to effectuate a successful long term lease of the premises where the properties were located;

6. The bizarre withdrawal of the second highest bid;

7. The testimony of the successful bidder to the effect that the properties were worth substantially less than the amount bid; and

8. The competing interests of the creditors in this proceeding with respect to the values which will ultimately be attributed to those properties.

Each of these factors shall be addressed in turn. As to the first factor, the Debtor’s opinion as to the value of the properties, there is no evidence on the record as to how the Debtor has any greater expertise in valuing these assets than did the successful bidder at auction.

The second factor, the condition of the properties, is reflected in the price paid at auction. The record shows that all of the bidders at the auction were professionals with substantial expertise in the greenhouse industry and were familiar with the assets sold and the condition of those assets.

The third and fourth factors, the wide range of offers for the assets, before and during the auction is also unconvincing. The record shows that the various offers for Flores’ assets started at a very low figure and continued to escalate during the bidding process, both before and during the auction. This appears to be the usual pattern of bidding and this Court sees no reason that the determination of value should be influenced by it. The fact that the early offerors thought they might “steal” these assets from the estate has no bearing on the price ultimately obtained for the assets.

The fifth factor, that Flores’ assets were auctioned subject to the successful bidder being able to obtain a new lease, is the most convincing of the factors listed by Plaintiff. In the end, however, it is also unpersuasive. All bids at the auction were made subject to obtaining a new lease from New Mexico State University for the real estate that Flores had leased from the Uni *577 versity. That lease was eventually obtained by Aldershot, the successful bidder.

Had the risk of obtaining the new lease been on the successful bidder, this Court would agree that the amount bid for Flores’ assets may have been in need of adjustment. In that situation, however, the value of the assets auctioned would have had to be increased as the risk carried by the successful bidder would have decreased the value of the assets to him. That was not the situation here. The Plaintiff is arguing for a decrease in the value of the assets sold based upon the need for a new lease. But the closing of the auction sale was specifically conditioned on the high bidder obtaining such a lease. Thus, the Court finds this factor to be unpersuasive.

The sixth factor, the withdrawal of the second highest bid, which the Plaintiff characterizes as “bizarre”, was in fact anything but. The second highest bid was withdrawn solely because, had it not been withdrawn, that bidder would have been obligated to purchase Flores’ assets had the successful bidder failed to perform. The record shows that the second highest bidder was under pressure to either purchase Flores’ assets or to add additional space to another greenhouse operation and was unable to wait for any additional period of time to find out whether Aldershot would perform. The record shows that the second highest bidder placed an order for additional greenhouses the day following the auction. Thus, this Court finds this factor to be unpersuasive.

The seventh factor, the successful bidder’s testimony that the assets purchased were worth substantially less than the amount bid is likewise unconvincing. Plaintiff cites a number of sections from a deposition of Mr. Peter Vanderlugt, President of Aldershot, in support of this proposition. Each of the sections cited is, however, either unrelated to the value of the assets on the date of the auction or related to the value of the assets if it was necessary to move them to another site. Nowhere does Mr. Vanderlugt state that the price bid for Flores’ assets was greater than the value of the assets if a new lease from New Mexico State University could be obtained. As previously discussed, the sale was contingent on that lease being obtained and, thus, the value of the assets to Aldershot would appear to be the price paid.

As to the final factor listed by the Plaintiff, this Court is unconvinced that the competing interests of the creditors in this case has anything to do with the objective value of Flores’ assets. This Court does not find, in this case, that any of the factors argued outweigh the price paid at a commercially reasonable sale in determining the value of the assets sold.

Further, other objective criteria suggest that Flores’ assets were worth at least $900,000, the price paid at auction. Testimony by Samuel Goldman, Flores’ Chief Executive Officer, indicated that Flores’ initial investment in the greenhouses and associated equipment was approximately 3.5 million dollars. Testimony of various bidders indicated a replacement cost of between three and six million dollars. It appears to this Court that a selling price of between one-third and one-sixth of the replacement cost for these assets is reasonable.

Interpretation of the Financing Statement and Security Agreement

Banda Negra asserts that it possesses a perfected security interest in the proceeds of all assets sold at the auction including a large number of rose bushes used for the production of cut roses, a prefabricated office building, and a computer system. These three items are not specifically enumerated in the financing statements filed by Banda Negra that lists those items in which Banda Negra holds a security interest. Banda Negra, however, asserts that these three items constitute “miscellaneous equipment” listed in paragraph six of its financing statement and it therefore holds a perfected security interest in these assets.

The creation and perfection of security interests in personal property and fixtures *578 is covered by Article 9 of New Mexico’s version of the Uniform Commercial Code (U.C.C.). N.M.S.A. § 55-9-102(l)(a) provides that the “this Article applies to any transaction ... which is intended to create a security interest in personal property or fixtures_” There is no dispute that' each of the items in question is either personal property or a fixture, thus, the U.C.C. governs in this transaction.

In their security agreement, Banda Negra and the Debtor agreed that the New York version of the U.C.C. would govern the rights of the parties to that agreement. Defendant, Banda Negra asserts that New York law must therefore govern this dispute. This Court disagrees. Had Flores not filed for Chapter 11 bankruptcy protection, or had the dispute been between the Debtor and Banda Negra, New York law would apply. After filing for Chapter 11 protection, however, Flores became the debtor in possession with the rights, duties, and powers of a trustee in bankruptcy. 11 U.S.C. § 1107(a). Thus, the issues in dispute do not involve the interpretation of the agreement entered into between Flores, as borrower, and Banda Negra, as a secured creditor. Rather the issue is whether the debtor in possession, with the powers of a trustee in bankruptcy, or Banda Negra have a superior claim to the proceeds of the sale of the disputed assets. The rights of a perfect lien creditor should be determined in accordance with the laws of New Mexico.

If Banda Negra has a perfected security interest in the disputed items, its claim to the proceeds from the sale of those items will be superior to the claim of the bankruptcy estate to the same proceeds. N.M.S.A. § 55-9-301(4). If, however, Ban-da Negra does not possess a perfected security interest in the disputed items, the claim of the bankruptcy estate, with the powers of a judgment lien creditor, will be superior to Banda Negra’s claim to the proceeds. N.M.S.A. § 55-9-301(l)(b).

While a security interest may be perfected in various ways under the U.C.C., only one method of perfection is applicable to the disputed transaction, perfection by filing a financing statement under N.M.S.A. § 55-9-302. The proper place for filing varies depending upon the type of collateral upon which a security interest is being perfected. If the secured party is attempting to perfect a security interest in equipment, the proper place for filing is with the Secretary of State. N.M.S.A. § 55-9-401(l)(c). If the collateral is equipment used in farming operations, the filing must be with the office of the county clerk in the county of the debtor’s residence. N.M.S.A. § 55-9-401(l)(a). If the collateral is a fixture, or will become a fixture, then the proper place for filing is in the real property records in the office where a mortgage on the real estate would be filed or recorded. N.M.S.A. § 55-9-401(l)(b). Banda Negra attempted to perfect its security interest in the disputed items by filing a financing statement with the office of the County Clerk of Dona Ana County and with the office of the Secretary of State.

A financing statement must contain certain information including the names of the debtor and the secured party, the address of the secured party, the mailing address of the debtor, and a statement indicating the types, or describing the items of collateral. N.M.S.A. § 55-9-402(1). A statement indicating the types of collateral is generally sufficient. The financing statement may also describe the items of collateral if the description is sufficient to reasonably identify what is described. N.M.S.A. § 55-9-110. Banda Negra asserts that the phrase “miscellaneous equipment” contained in paragraph six of the financing statement is a sufficient description covering all of the disputed items. The debtor in possession asserts that the description is insufficient. No other dispute exists as to the form or content of the financing statements.

The U.C.C. divides personal property into various categories, one of which is “goods.” “Goods” are defined to include “all things which are movable at the time the security interest attaches or which are fixtures.... ” A fixture is defined as “goods ... so related to particular real estate that an interest in them arises under *579 real estate law.” N.M.S.A. § 55-9-313(l)(a). Thus, the three items in question, the rose bushes, the office building, and the computer system were all goods under the U.C.C. definition at the time Ban-da Negra’s security interest was created.

Goods are further divided into four subcategories, consumer goods, equipment, farm products, and inventory. N.M.S.A. § 55-9-109. Goods are

(1) “consumer goods” if they are used or bought for use primarily for personal, family or household purposes;

(2) “equipment” if they are used or bought for use primarily in business (including farming or a profession) ... or if the goods are not included in the definitions of inventory, farm products or consumer goods;

(3) “farm products” if they are crops or livestock or supplies used or produced in farming operations or if they are products of crops or livestock in their unman-ufactured states ..., and if they are in the possession of a debtor engaged in raising, fattening, grazing or other farming operations. If goods are farm products they are neither equipment nor inventory;

(4) “inventory” if they are held by a person who holds them for sale or lease ..., or if they are raw materials, work in process or materials used or consumed in a business. Inventory of a person is not to be classified as his equipment.

N.M.S.A. § 55-9-109. To ascertain whether Banda Negra has a perfected security interest in each of the items, a three part analysis is required. First, it is necessary to determine into what category each item fits. Second, it is necessary to determine whether each item had become so related to the real estate that an interest arose under real estate law making the item a fixture and thus requiring a fixture filing under N.M.S.A. § 55-9-402 to create a perfected security interest. Finally, it is necessary to determine whether the financing statement sufficiently describes each item so as to put a potential lender on notice that Banda Negra held a perfected security interest in that item. Each item will be addressed in turn. Only if a perfected security interest is found not to exist will it be necessary to reach the issue of valuation. If a perfected security does not exist as to those items, the value of Banda Neg-ra’s perfected security interest will decrease by their value.

The Rose Bushes

The definitions in N.M.S.A. § 55-9-109 are mutually exclusive. A chattel cannot fall into more than one of the four categories at the same time. Official Comment to N.M.S.A. § 55-9-109. The rose bushes are not consumer goods as they were not bought for use “primarily for personal, family or household purposes.” N.M.S.A. § 55-9-109(1). They are not inventory as the bushes themselves were not held for sale. N.M.S.A. § 55-9-109(4). Rather the bushes were used to produce successive crops of cut roses. Thus, the rose bushes must be either farm products or equipment.

The roses are farm products if they are crops or supplies used or produced in farming operations or if they are products of crops in their unmanufactured states, and if they are in the possession of a debt- or engaged in raising or other farm operations. N.M.S.A. § 55-9-109(3). As the debtor was engaged in the business of raising roses and container grown plants, the debtor was engaged in raising or other farm operations. The rose bushes are not products of crops, as the debtor was in the business of selling cut roses, not growing rose bushes. The cut roses were the product of the bushes. The question remaining is whether the rose bushes are a crop.

Under pre-U.C.C. law, annual harvesting was required to make a plant a “crop.” Kennedy v. Spalding, 143 Kan. 76, 53 P.2d 804 (1936). In that case, nursery stock of fruit trees, ornamental trees, shrubs and bushes planted by a tenant were held not to constitute a crop for the purposes of determining whether a landlord had a lien on nursery stock planted by the tenant. Id.

In Mountain Credit v. Michiana Lumber & Supply, Inc., 31 Colo.App. 112, 498 *580 P.2d 967 (1972), the question was whether log loaders used in a logging operation by a logging company constituted equipment used in a farming operation. The court held that logging did not constitute a farming operation, and defined farming:

Farming in the traditional sense, however, pertains to preparation of soil, planting of seeds, earing for crops, and harvesting the yield at the end of the process. One can be a farmer of trees if they are grown from seed and cared for in a nursery setting, but the commercial logging of trees by a firm such as Loggers, Inc. is not farming. It is an industrial operation.

Id. at 969.

In Lewis v. Lewis Nursery, Inc., 80 N.C.App. 246, 342 S.E.2d 45 (1986), a tenant was in the business of raising strawberry plants for resale to nurseries. The type of strawberry involved was raised annually and gathered during a single season. Id. The court found that the strawberry plants were personalty in the nature of crops. Id. at 50.

The distinction is whether the tenant plants seeds (or very young plants), raises them, and harvests the entire plant, in which case they constitute crops, or whether the fruit of the plant is harvested. In the latter case, the plant is not a crop, and therefore must constitute equipment under N.M.S.A. § 55-9-109(2), as any item which does not fit into the other categories is defined as equipment. Here, the rose bushes were not harvested basis. Rather the bushes produced successive crops of blooms, which were periodically harvested. The rose bushes had a life expectancy of seven to eight years and testimony at trial showed that there was no intent to remove the bushes until the they ceased producing adequate crops of cut roses. Thus, the rose bushes must be equipment under N.M.S.A. § 55-9-109.

If, however, the rose bushes had become so related to the real estate that an interest in them arose under real estate law, they are fixtures within the meaning of N.M.S.A. § 55-9-313. The Defendant asserts that as a matter of law the rose bushes are personalty because the lease agreement between Flores and the University, the owner of the real estate, provides that the “corporation personalty” will remain the property of Flores and may be removed by Flores at the end of the lease period.

The lease defines “corporation personalty” as “all personal property located on, or owned or used by Corporation in connection with the Land or the Project, or any building or improvements built on the Land or the Premises, including the personal property which is listed on Exhibit F.” Defendant’s Exhibit 26, p. 2. The rose bushes are not listed in Exhibit F. 2 The lease, however, provides that “corporation improvements” will remain the property of the lessor at the end of the lease period. “Corporation improvements” are defined as “the buildings, improvements, fixtures (excepting trade fixtures), Delivery Systems and water meters which are owned by Corporation and built or placed by Corporation *581 on the Land or used by Corporation in connection with the Land or Project.”

Defendant’s argument thus begs the question; if the rose bushes are fixtures (excepting trade fixtures) they are corporation improvements and not removable. If the rose bushes remain personalty, they are removable under the terms of the lease. The determination of whether an item has become a fixture or trade fixture is made under state law.

New Mexico, while recognizing the existence of trade fixtures, has never specifically defined them. See, Boone v. Smith, 79 N.M. 614, 447 P.2d 23 (1968). Thus it is necessary to look to other jurisdictions for a definition. In J.K.S.P. Restaurant v. County of Nassau, 127 A.D.2d 121, 513 N.Y.S.2d 716, 720 (2nd Dept.1987), the court defined trade fixtures as “articles of personal property which a tenant places upon or annexes to the leased realty for the purpose of carrying on its trade or business during the term of its lease.” (citations omitted). The court went on to state that trade fixtures remain the property of the tenant even with “respect to structures as substantial as entire buildings, which have been held to constitute trade fixtures and, thus, are removable by the tenant.” (citations omitted). Id.

In Lewis v. Lewis Nursery, Inc., 80 N.C.App. 246, 342 S.E.2d 45 (1986) the court stated “trade fixtures generally are items designed to adapt the premises to the tenant’s business. 35 Am.Jur.2d Fixtures Sec. 40 (1967). They are for example, machinery; mining, agricultural, industrial, or other specialized equipment; particular buildings; heating, cooling, electrical plumbing and refrigeration systems; storage facilities; and some specialized appliances.” Id. at 50.

Each of these definitions includes items of personal property necessary to adapt a particular building or site to the needs of the tenants business. This Court has found no case that defines trade fixtures to include live plants. The nursery cases cited by the Defendant are not applicable to this issue. Those cases hold that nursery stock, planted by a tenant and intended for eventual sale are personalty. None of those cases hold that nursery stock is a trade fixture. See, Duffus v. Bangs, 122 N.Y. 423, 25 N.E. 980 (N.Y.Ct.App.,- 2nd Div.1890); Story v. Christin, 14 Cal.2d 592, 95 P.2d 925 (Cal.1939); Lewis v. Lewis Nursery, Inc., 80 N.C.App. 246, 342 S.E.2d 45 (1986); Kennedy v. Spalding, 143 Kan. 76, 53 P.2d 804 (1936).

In the instant case, the evidence shows that the rose bushes were not intended for eventual sale. Testimony at trial showed that it was the intent of Flores to continue to produce cut roses for the useful life of the rose bushes. Testimony further showed that the useful productive life of the rose bushes was between seven and eight years.

Further, language contained in the lease between the University and Flores is determinative only of the rights and responsibilities between Flores and the University. In this case, the dispute is between Flores, as the debtor in possession, and Banda Negra, as the holder of a security interest. At most, the lease is evidence of Flores’ intent with regard to the rose bushes. Nor has the Defendant convinced this Court that the intent of the parties that a particular item remain personal property even though it would objectively be viewed as a fixture is determinative. The requirement of filing a financing statement is designed to give a potential lender notice of an already existing security interest. Official comment to N.M.S.A. § 55-9-402. If a security interest is obtained in what must objectively be viewed as fixtures, a fixture filing is required, even though, as between the parties, it is agreed that the collateral remain personal property. Thus, this Court must conclude that the rose bushes were not trade fixtures.

In New Mexico, intent, adaptation, and annexation are the three relevant factors in determining whether personal property has become so attached to real estate that an interest in that property arises under real estate law. Kerman v. Swafford, 101 N.M. 241, 680 P.2d 622 (1984). Adaptation and annexation are principally relevant as indicators of intent, *582 which is the controlling consideration and the chief fixture test. Id. at 243. Courts have historically been concerned with apparent or objective intent, rather than the actual state of mind of the owner or installer of the purported fixture. Southwestern Public Service Co. v. Chaves County, 85 N.M. 313, 512 P.2d 73 (1973). Where a court finds objectively manifested intent, a fixture may be presumed or inferred from the circumstances. Kerman 680 P.2d at 625.

No New Mexico court has addressed the question of whether growing plants, planted directly in the earth, become fixtures and I have found only one case from another jurisdiction, First Wisconsin National Bank of Milwaukee v. Federal Land Bank of St. Paul, 849 F.2d 284 (7th Cir.1988), which addresses this question. In that case, the court held that cranberries plants, planted in a cranberry bog, had become so related to the real estate that an interest in them arose under real estate law and that they were thus fixtures. Id. at 287. The court based its holding on the same three part test used in New Mexico, finding that the roots of the cranberries were embedded in the soil thus affixing the vines to the reality. The planting of the vines in the bog constituted a “use or purpose to which the realty is devoted” which met the test for adaptation. And finally, that “it is the presumed intention of a hypothetical ordinary reasonable person that when a cranberry vine is planted in a cranberry bog such vine will remain a permanent accession to the real estate.” Id. at 287.

In the instant case, no showing has been made that Flores had the subjective intent that the rose bushes remain personal property. Defendant asserts that the lease with the University demonstrates that intent. As previously discussed, however, this Court has found the lease to be ambiguous in its treatment of the rose bushes.

The evidence shows that the rose bushes were planted directly into the earth, and that each bush has a root system that extends three or four feet into the earth. Thus, the bushes were affixed to the realty. The evidence further shows that Flores intended to produce successive crops of cut roses from these bushes for a period of seven to eight years, at which time the bushes would be in need of replacement and that Flores had gone to substantial expense to erect a series of greenhouses specifically designed for the production of cut roses. Thus, the requirement of adaptation of the realty is met. Finally, the evidence shows that Flores had no intent to sell or dispose of the rose bushes and that Flores planned to be a long term producer of cut roses. This Court therefore finds that the rose bushes had become so attached to the real estate that an interest in them arose under real estate law, and that they became fixtures.

Even if the rose bushes were not found to be fixtures, this Court finds that based upon these facts, the description “miscellaneous equipment” contained in paragraph six of the financing statement and Exhibit F of the security agreement which lists the collateral is insufficient to give notice to potential lenders that Banda Negra claimed a perfected security interest in the rose bushes.

The financing statement must indicate the type, or describe the items of collateral. N.M.S.A. § 55-9-402(1). The financing statement is primarily designed to put potentially interested third parties on notice that a security interest is claimed in particular property owned by the debtor. Interested third parties may obtain additional information as to the extent of the secured party’s security interest by making inquiry under other provisions of Article 9. William Hawkland, Hawkland U.C.C. Series, § 9-110:02 at 465 (1990). Thus, the purpose of notice filing under Article 9 of the U.C.C. is to put others on notice of a secured party’s claim. First National Bank of Franklin Co. Tenn. v. Smith, 447 So.2d 705 (Ala.1984). The question of adequacy of description is a question of law, and not of fact. State v. Woodward, 100 N.M. 708, 675 P.2d 1007, 1011 (1983). “The test for the adequacy of a description is whether it does the job it was designed to *583 do.” Valley Federal Sav. Bank v. Stahl, 110 N.M. 169, 793 P.2d 851, 854 (1990).

A description contained within a financing statement is thus sufficient if it puts a potential lender on notice to inquire whether a security interest exists. The phrase “miscellaneous equipment” contained in paragraph six of the financing statement, following a detailed listing of other items of collateral is not sufficient to put third parties on inquiry notice that Ban-da Negra claimed a security interest in one of Flores’ major assets, approximately 60,-000 rose bushes.

As the financing statement need only indicate the type of goods in which the secured party claims an interest, the terms “inventory,” “equipment,” “supplies” or “consumer goods” will generally be sufficient. See, In Re Burnett, 21 B.R. 752, 754 (D.N.M.1982), citing Jones and Laughlin Supply v. Dugan Production Corp., 85 N.M. 51, 508 P.2d 1348 (1973). Here, however, the secured party chose to list all major assets of Flores with complete and exact descriptions. Only in the final catch all paragraph did the phrase “miscellaneous equipment” appear. This ambiguous description is insufficient to place a potential lender on notice that a security interest was claimed in the rose bushes.

Even if a potential lender was put on notice by this ambiguous phrase, the lender would receive no additional information through examination of the security agreement, as that document contains the same description as the financing statement. The security agreement must provide a description of the collateral. N.M.S.A. § 55-9-203(l)(a). Because the security agreement identifies the items of collateral, greater particularity is required than in the financing statement. State v. Woodward, 100 N.M. 708, 675 P.2d 1007, 1010 (1983). In contrast, N.M.S.A. § 55-9-402(1) provides that either a description or indication of the types of collateral be contained in the financing statement. A description is sufficient if it reasonably identifies what is described. N.M.S.A. § 55-9-110. The official comment to that N.M.S.A. § 55-9-110 states “[t]he test of sufficiency of a description laid down by this section is that the description do the job assigned to it— that it make possible the identification of the thing described.”

Thus, even if this Court were to hold the phrase “miscellaneous equipment” to be a sufficient indication of the type of collateral in the financing statement, the same phrase would not be sufficient in the security agreement as it fails to reasonably identify what is described. This Court therefore holds that Banda Negra failed to perfect its security interest in the rose bushes for three independent reasons. The rose bushes are fixtures under N.M.S.A. § 55-9-313 and thus, a fixture filing under N.M.S.A. § 55-9-401 was required to perfect a security interest in them. Such a filing was not made by Banda Negra. Even if found to be equipment, the phrase “miscellaneous equipment” contained in the financing statement was insufficient to place potential lenders on notice of the security interest claimed by Banda Negra. Thus, Banda Negra failed to perfect its interest in the rose bushes. Finally, even if the description in the financing statement were found sufficient, the same description contained in the security agreement was not sufficient to evidence a security interest in the rose bushes.

As this Court has found that Banda Neg-ra does not possess a perfected security interest in the rose bushes, it is necessary to address the issue of valuation. .The evidence before the Court going to this issue is both contradictory and slight, both to the aggregate value of the rose bushes and their number.

Mr. Samuel Goldman testified at trial that Flores originally pla