Arthur Glick Truck Sales, Inc. v. Stuphen East Corp.

For those who find great joy in reading about the Uniform Commercial Code (“UCC”), this case will make your day. In late 2007 and early 2008, Wolverine Fire Apparatus Company (“Wolverine”) entered into separate contracts with the Beaverkill Valley Fire District (“Beaverkill”) and the Forest Waverly Fire Department (“Waverly”) (collectively, “the Fire Districts”)— *532each contract for the sale of a completed fire truck. Defendant Travelers Casualty and Surety Company of America provided surety bonds to the Fire Districts guaranteeing Wolverine’s performance. Wolverine ordered the chassis on which it intended to build these fire trucks from Plaintiff Arthur Glick Truck Sales, Inc. Per their existing relationship, Wolverine was expected to pay Plaintiff after selling the completed fire trucks, at which point, Plaintiff was to transfer the manufacturer’s certificates to the chassis to the purchasing Fire Districts. Wolverine began constructing the fire trucks but entered into bankruptcy before the trucks were finished. The Fire Districts filed claims on the surety bonds against Defendant, and Defendant entered into negotiations with Wolverine’s bankruptcy estate to secure the release of the unfinished fire trucks. Defendant acquired the unfinished fire truck for Beaverkill for $42,000 and the unfinished fire truck for Waverly for an undisclosed amount of money. Defendant then arranged for separate companies to complete the fire trucks and to deliver them to Beaverkill and Waverly, respectively.

Plaintiff has never been paid for the two chassis, nor has Plaintiff transferred the manufacturer’s certificates to the chassis to Defendant or to the Fire Districts. Plaintiff filed suit in state court, asserting that its interest in the chassis under the governing state vehicle registration laws is superior to Defendant’s interest, and seeking monetary damages for the chassis plus interest. Defendant removed to this Court. Defendant claims to possess a superior interest in the chassis under the UCC. Defendant moved for summary judgment, and Plaintiff seeks summary judgment as a nonmoving party. For the reasons stated herein, Defendant’s motion for summary judgment is granted, and Plaintiffs request is denied.

I. Background

A. Facts

Plaintiff is a New York corporation in the business of selling truck chassis. (Travelers Casualty & Surety Co. of America’s Rule 56.1 Statement of Material Facts (“Def.’s 56.1”) ¶ 1; Pl.’s Resp. to Def. Travelers’ Rule 56.1 Statement of Material Facts & PL’s Rule 56.1 Counter-Statement of Material Facts (“PL’s 56.1”) ¶ 1.)1 General Electric Capital Corporation (“GECC”) provides Plaintiff with floor plan financing. (PL’s 56.1 ¶ 1.) Nonparty Wolverine was a Michigan and Wisconsin corporation in the business of manufacturing fire trucks on chassis and selling the completed trucks to fire departments and fire districts throughout the country. (Def.’s 56.1 ¶ 7; PL’s 56.1 ¶ 3.) Defendant is a Connecticut insurance corporation that, inter alia, issues surety bonds on behalf of companies engaged in the manufacture and sale of fire trucks and other vehicles, in favor of purchasing fire districts and other municipal departments. (Def.’s 56.1 ¶¶ 3, 6; PL’s 56.1 ¶ 1.)

On October 8, 2007, Wolverine entered into a contract with Beaverkill, located in New York, for the sale of a completed fire truck for $268,457. (Def.’s 56.1 ¶ 8; PL’s 56.1 ¶ 5.) Beaverkill paid Wolverine $241,611 as a down payment with the balance to be paid on delivery. (Def.’s 56.1 ¶ 8; PL’s 56.1 ¶ 5.) As part of the agreement, Defendant issued a surety bond on behalf of Wolverine to Beaverkill in the *533amount of $273,936. (Def.’s 56.1 ¶ 10; Pl.’s 56.1 ¶ 5.) Put simply, the bond entitled Beaverkill, in the event that Wolverine failed to complete construction and delivery, to file a claim against Defendant for either the value of the bond or the delivery of the finished truck. Almost three months later, on December 26, 2007, Wolverine entered into a separate contract with Waverly, located in Michigan, for the sale of a completed fire truck for $159,636. (Def.’s 56.1 ¶ 9; Pl.’s 56.1 ¶ 10.) Waverly paid $156,636 as a down payment. (Def.’s 56.1, Ex. B.; Pl.’s 56.1 ¶ 10.) As part of the agreement, Defendant issued a surety bond on behalf of Wolverine to Waverly in the amount of $156,636. (Def.’s 56.1 ¶ 10.)

Wolverine submitted a purchase order to Plaintiff for a chassis for Beaverkill’s fire truck on December 7, 2007, and Wolverine submitted a purchase order for a chassis for Waverly’s truck on December 28, 2007. (Notice of Removal, Ex. A, Exs. D, H.)2 Plaintiff, in turn, ordered the chassis from Kenworth Truck Manufacturing Company (“Kenworth”) and arranged direct delivery from Kenworth to Wolverine. (Pl.’s 56. 1, Exs. X, Y.) Kenworth delivered the chassis to Wolverine in Michigan in late 2007 and early 2008, respectively.3 Wolverine was to pay Plaintiff for each chassis with the proceeds of the final sale of the completed fire truck — $94,450 for one chassis and $71,850 for the other.4 After receiving payment from Wolverine, Plaintiff was to deliver the manufacturer’s certificates for the vehicles directly to the Fire Districts. (Pl.’s 56.1 ¶ 3.) In other words, Plaintiff was never obligated or expected to transfer those certificates to Wolverine.

In May 2009, Plaintiff apparently became concerned that Wolverine was not expeditiously completing the installation of fire truck bodies on the chassis that Plaintiff had provided. (Notice of Removal, Ex. A ¶ 9.) Around this same time, GECC informed Plaintiff that GECC had failed to file financing statements for the chassis that Plaintiff had provided to Wolverine for the Fire Districts and other fire departments. (Id.)5 To protect its interest *534in the chassis, Plaintiff therefore executed a new consignment agreement with Wolverine on June 1, 2009. (Id., Ex. A., Exs. A, B.) And as a further protective measure, on June 11, 2009, GECC filed a financing statement with Michigan’s Department of State, covering “[n]ew and [u]sed vehicles, whether now owned or hereafter acquired from [Plaintiff] and all proceeds thereof.” (Def.’s 56.1, Ex. F.)

Shortly thereafter, on September 8, 2009, before it had completed construction of the fire trucks for the Fire Districts, Wolverine filed for Chapter 11 bankruptcy. See Liebzeit v. FVTS Acquisition Co., Inc. (In re Wolverine Fire Apparatus Co. of Sherwood Mich.), 465 B.R. 808, 813 (Bankr.E.D.Wis.2012). The bankruptcy was subsequently converted to a Chapter 7 liquidation. Id. The Fire Districts declared Wolverine in default of its obligations and filed claims against Defendant’s surety bonds. (Notice of Removal, Ex. B, Exs. F, G.) A receiver and trustee were appointed to administer Wolverine’s Chapter 7 bankruptcy estate, and Defendant entered into negotiations with the estate — as well as various other parties to the bankruptcy proceeding which had asserted interests in Wolverine’s assets — to obtain possession of the chassis for the Fire Districts.

Defendant and these parties ultimately entered into stipulations regarding the two chassis (“the Beaverkill Stipulation,” “the Waverly Stipulation,” or collectively, “the Stipulations”). The Beaverkill Stipulation provides that the estate and other creditors “consent to [a] settlement and agree to the release of the chassis to [Defendant] and Beaverkill and claim no interest in the chassis after payment of ... $42,000 by [Defendant] and agree that any claim or right they had to the chassis itself is released.” (Def.’s 56.1, Ex. C ¶ 3.) The Waverly Stipulation achieved the same result: the release of the chassis to Defendant. (Id., Ex. D ¶ 2.)6 Plaintiff was not a party to either Stipulation, nor did Plaintiff file any proofs of claim in Wolverine’s bankruptcy case asserting Plaintiffs interest in the two chassis. (Id. ¶ 17). But the Stipulations acknowledge Plaintiffs potential interest in the chassis and provide that Defendant “shall commence an adversary proceeding ... to determine the priorities and interest in the chassis of the parties to th[e] Stipulation[s] and of [Plaintiff.]” (Id., Exs. C ¶ 4, D ¶ 3.) The Stipulations further state that if the adversarial proceeding were to determine that Plaintiff has a superior interest in the chassis, Defendant would “agree[ ] to pay any amounts due to [Plaintiff] for its interest in the chassis and to indemnify and hold harmless the other parties to th[e] [S]tipulation[s] of and from any claim by [Plaintiff] seeking recovery of the chassis or damages for [their] removal and delivery to [the Fire Districts].” (Id., Exs. C ¶ 5, D ¶ 4.)

After obtaining the chassis from Wolverine’s bankruptcy estate, Defendant sent the Beaverkill chassis to Stuphen East Corporation (“Stuphen”) in New York to complete installation of the fire truck body on the chassis. (Id. ¶ 18; Notice of Removal, Ex. A ¶ 16.) Stuphen completed installation and delivered the completed fire truck to Beaverkill in 2011. (Pl.’s 56.1 ¶ 18.) Defendant arranged for another company to complete construction of the Waverly fire truck; after installation was finished, the truck was delivered to Waverly in 2011. (Def.’s 56.1 ¶ 18; PL’s 56.1 ¶ 18.) Plaintiff still retains the manufacturer’s certificates to both chassis and has *535yet to be paid for either. (Pl.’s 56.1 ¶¶ 7, 15,19.)

B. Procedural History

Plaintiff and Defendant have now been parties to two adversarial proceedings regarding the chassis. First, on February 3, 2011 — as anticipated by the Stipulations— Defendant filed a complaint against Plaintiff in the Eastern District of Wisconsin Bankruptcy Court to determine the priority of the Parties’ respective interests in the chassis. (Dkt. No. 1 (11-02082 Bankr. E.D. Wis. Docket).) Plaintiff moved to dismiss the complaint. After briefing and argument, the Honorable Judge Margaret D. McGarity orally granted that motion on June 14, 2011, (Dkt. No. 19 (11-02082 Bankr.E.D. Wis. Docket)), and ordered the case dismissed on June 29, 2011, (Dkt. No. 22 (11-02082 Bankr.E.D. Wis. Docket)).7

Meanwhile, Plaintiff filed the instant lawsuit on April 12, 2011 in the Supreme Court of the State of New York, Sullivan County, against Defendant and Stuphen, seeking either possession of the chassis held by Stuphen for Beaverkill and money damages from Defendant for the chassis held for Waverly or money damages from Defendant for both chassis. (Notice of Removal, Ex. A ¶¶ 23-33.) Defendant filed a Notice of Removal to this Court on April 25, 2011. (Dkt. No. 1.) Stuphen was subsequently voluntarily dismissed as a Defendant by a stipulation between the Parties, after Stuphen delivered the completed fire truck to Beaverkill. (Dkt. No. 23.) The voluntary dismissal of Stuphen created complete diversity between the remaining Parties. See Arseneault v. Congoleum, No. 01-CV-10657, 2002 WL 472256, at *3 (S.D.N.Y. Mar. 26, 2002) (“[UJnder 28 U.S.C. § 1446(b) and Powers v. Chesapeake & Ohio Ry. Co., 169 U.S. 92, 18 S.Ct. 264, 42 L.Ed. 673 (1898), ... where the plaintiff after instituting the action create[s] complete diversity by voluntarily dismissing the action as to the non diverse parties, ... removal bec[o]me[s] proper.” (second, fourth, and fifth alterations in original) (emphasis in original) (internal quotation marks omitted)). Plaintiff has withdrawn its Motion To Remand, (Dkt. No. 15), and both Parties now seek summary judgment. The Parties have further stipulated that “in the event that ... Defendant is successful ... the Court shall direct Plaintiff to turn over to ... Defendant the [manufacturer’s certificates] to the chassis/vehicles which are the subject matter” of this suit. (Dkt. No. 24.)

II. Discussion

A. Standard of Review

Pursuant to Federal Rule of Civil Procedure 56(a), summary judgment should be granted if the moving party shows that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.Civ.P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). “A fact is ‘material’ when it might affect the outcome of the suit under governing law.” McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 202 (2d Cir.2007) (internal quotation marks omitted). “When ruling on a summary judgment motion, the ... court must construe the facts in the light most favorable to the non-moving party and must resolve all ambiguities and draw all reasonable inferences against the movant.” *536Dall. Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 780 (2d Cir.2003). A party seeking summary judgment bears the burden of establishing that no genuine issue of material fact exists. See Atl. Mut. Ins. Co. v. CSX Lines, L.L.C., 432 F.3d 428, 433 (2d Cir.2005).

“Where ... cross motions for summary judgment are filed, [the Court] evaluated] each party’s motion on its own merits, taking care in each instance to draw all reasonable inferences against the party whose motion is under consideration.” Byrne v. Rutledge, 623 F.3d 46, 53 (2d Cir.2010) (internal quotation marks omitted). Based on the Parties’ 56.1 statements, the Court concludes that summary judgment is appropriate here, because the Parties do not dispute the underlying facts, and the sole issue is a pure question of law: Does Plaintiff hold a superior interest in the chassis? Cf. Litton Indus. Automation Sys., Inc. v. Nationwide Power Corp., 106 F.3d 366, 368 (11th Cir.1997) (“This case involves a pure question of law: Is Highlander the ‘holder of a security interest’ which is entitled to priority over the Government’s federal tax lien under the Federal Tax Lien Act of 1966 (‘FTLA’)?” (citation omitted)); Hausler v. JPMorgan Chase Bank, N.A., 845 F.Supp.2d 553, 569 (S.D.N.Y.2012) (finding summary judgment appropriate where “there [was] no genuine dispute as to any material fact regarding the relative priorities of the interests in the [assets] asserted by the parties”).

B. Analysis

1. The Parties’ Positions

According to Defendant, the UCC— adopted by all of the relevant jurisdictions, i.e., Michigan, New York, and Wisconsin— governs the Parties’ interests and rights to the chassis. Pursuant to the UCC, Plaintiff, a consignor of goods to Wolverine, possessed the equivalent of a purchase-money security interest in the chassis that Plaintiff had delivered to Wolverine. See Mich. Comp. Laws Ann. § 440.9103(2)(b); N.Y. U.C.C. Law § 9-103(b)(2); Wis. Stat. Ann. § 409.103(2)(b).8 A perfected purchase-money security interest generally has priority over other security interests. See Mich. Comp. Laws Ann. § 440.9324; N.Y. U.C.C. Law § 9-324; Wis. Stat. Ann. § 409.324. But, according to Defendant, a purchase-money security interest holder must perfect its interest by filing with a recording office within twenty days of delivering goods to a consignee. See Mich. Comp. Laws Ann. §§ 440.9310(1), 440.9317(5); N.Y. U.C.C. Law §§ 9-310(a), 9-317(e); Wis. Stat. Ann. §§ 409.310(1), 409.317(5). Plaintiff failed to file and, consequently, failed to perfect its security interest. And due to Plaintiffs failure to file, according to Defendant, Wolverine, as the consignee, legally acquired all rights to and interests in the chassis that Plaintiff had. See Mich. Comp. Laws Ann. § 440.9319; N.Y. U.C.C. Law § 9-319; Wis. Stat. Ann. § 409.319.

Defendant contends that under these circumstances its interest in the chassis is superior to Plaintiffs for two reasons. First, once Defendant completed its performance obligations under the surety bonds, Defendant became subrogated to the rights and interests of its obligees, the Fire Districts, against Wolverine. And the Fire Districts, as buyers, possess superior rights to Plaintiffs unperfected purchase-money security interest. See Mich. Comp. Laws Ann. § 440.9317(5); N.Y. U.C.C. Law § 9-317(e); Wis. Stat. Ann. § 409.317(5). According to Defendant, the *537Fire Districts qualify as “buyers in ordinary course of business” — persons that buy goods “in good faith ... from a person ... in the business of selling goods of that kind.” Mich. Comp. Laws Ann. § 440.1201(9); N.Y. U.C.C. Law § 1-201(9); Wis. Stat. Ann. § 401.201(2)(em). Buyers in the ordinary course take goods free from any “security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.” Mich. Comp. Laws Ann. § 440.9320(1); N.Y. U.C.C. Law § 9-320(a); Wis. Stat. Ann. § 409.320(1).

Second, under operation of the Bankruptcy Code, the trustee of Wolverine’s bankruptcy estate possessed the rights and interests of an ideal lien creditor against the estate. See 11 U.S.C. § 544(a)(1); Kraken Inv. Ltd. v. Jacobs (In re Salander-O’Reilly Galleries, LLC), 475 B.R. 9, 22 (S.D.N.Y.2012) (“‘Section 544[ ] thus puts the trustee in the position of an ideal lien creditor, armed with a judgment and with all the power that state law confers on such ideal creditors.’ ” (alteration in original) (quoting Musso v. Ostashko, 468 F.3d 99, 105 (2d Cir.2006))). Defendant, pursuant to its Stipulations with the bankruptcy estate’s trustee, receiver, and secured creditors, obtained that interest. (Def.’s 56.1, Exs. C ¶ 3, D ¶ 2.) Under the UCC, a lien creditor’s interest in property is superior to an unperfected purchase-money security interest. See Mich. Comp. Laws Ann. § 440.9317(5); N.Y. U.C.C. Law § 9-317(e); Wis. Stat. Ann. § 409.317(5).

Plaintiff counters that Defendant has misidentified the governing law:

Michigan law, and no other law, applies to the delivery and consignment of the Kenworth trucks by [Plaintiff] to Wolverine in Michigan. New York law and Michigan law apply, respectively to [Defendant’s] delivery of the finished product fire engines to [Beaverkill in New York] and to [Waverly] in Michigan. The UCC does not apply under these circumstances in New York or in Michigan.

(Pl.’s Mem. of Law for Summ. J. 8.) Both New York and Michigan have enacted specific vehicle registration statutes.9 Plaintiff contends that under these respective laws, it retains a superior interest — indeed, the only valid interest — in the chassis.

With respect to the Beaverkill chassis, Plaintiff arranged for direct delivery from Kenworth to Wolverine in Michigan, but Plaintiff never transferred the certificate of title to the chassis to Wolverine, Defendant, or Beaverkill. Accordingly, under New York law, none of these parties ever possessed or currently possesses a lawful interest in the chassis. See N.Y. Veh. & Traf. Law § 2113(a) (stating that to transfer an interest in a vehicle “other than by the creation of a security interest,” an owner “shall, at the time of the delivery of the vehicle, execute an assignment and warranty of title to the transferee in the space provided therefor on the certificate ... and cause the certificate and assignment to be mailed or delivered to the transferee”); People v. Reyes, 130 Misc.2d 1064, 499 N.Y.S.2d 321, 323 (N.Y.Sup.Ct. 1986) (“New York law is very specific in its requirements concerning motor vehicle ownership and transfer. Private owners of motor vehicles must obtain certificates of title in their own names. To transfer ownership, the vehicle owner must execute a written assignment of title on the certificate of tile itself.” (emphasis in original) (citation omitted)). Accordingly, Plaintiff asserts, none of Wolverine, Defendant, or *538Beaverkill qualifies as a buyer in the ordinary course, because none investigated the chain of title to determine Plaintiffs prior interest.

Plaintiff makes essentially the same argument with respect to the Waverly chassis: Plaintiff arranged for delivery of the chassis to Wolverine in Michigan but never transferred the certificate of title to Wolverine, Defendant, or Waverly. Therefore, under Michigan law, none of these entities possesses a lawful interest in the chassis. See Mich. Comp. Laws Ann. §§ 257.222(4), .224, .233, .234; see also Allstate Ins. Co. v. Demps, 133 Mich.App. 168, 348 N.W.2d 720, 723 (1984) (“Michigan courts have held that the sale of a motor vehicle which did not include a transfer of certificate of title as required by law was void, such that the vendor remained the owner of the vehicle”). Plaintiff therefore concludes that Wolverine, Defendant, and Waverly all fail to qualify as buyers in the ordinary course for failing to investigate Plaintiffs prior and superior interest in the chassis.

2. Analysis

As a threshold matter, the Court must determine whether the Parties’ interests are governed by Article 9 of the UCC or by Michigan’s, New York’s, and Wisconsin’s vehicle registration statutes.10 Then, after identifying the governing law, the Court must assess whose interest is superior. As the Court will explain, regardless of whether Michigan, New York, or Wisconsin law applies to the various transactions involving the chassis, the result remains the same: The UCC governs the Parties’ interests in the chassis, and Defendant acquired the chassis on behalf of the Fire Districts free of Plaintiffs interest — although not for the reasons argued by Defendant.11

(a) The Legal Framework

Plaintiff is correct that, as a general matter, Michigan’s, New York’s, and Wisconsin’s certificate-of-title laws govern the sale of vehicles and establish that a valid transfer of ownership occurs only if the seller transfers the vehicle’s certificate of title to the buyer. But these laws do not trump, or conflict with, the UCC, as these laws are expressly incorporated into the UCC as amended in 2001. Specifically, section 310 of Article 9 of the UCC provides that filing a financing statement *539“is not necessary to perfect ... a security interest in” property subject to certain state statutes described in section 311. Mich. Comp. Laws Ann. § 440.9310(2)(c); N.Y. U.C.C. Law § 9-310(b)(3); Wis. Stat. Ann. § 409.310(2)(c). Section 311 then provides that “except as otherwise provided in [this ] section, ” the filing of a financing statement is not necessary to perfect a security interest in property, inter alia, that is governed by a state certificate-of-title statute. See Mich. Comp. Laws Ann. § 440.9311(l)(b)(i) (emphasis added); N.Y. U.C.C. Law § 9-311(a)(2) (emphasis added); Wis. Stat. Ann. § 409.311(l)(b) (emphasis added). Unsurprisingly, section 311 then concludes by describing when filing a financing statement is required to perfect a security interest in property governed by a certificate-of-title statute: “[djuring any period in which collateral subject to” the certificate-of-title law “is inventory held for sale ... by a person ... in the business of selling goods of that kind.” See Mich. Comp. Laws Ann. § 440.9311(4); N.Y. U.C.C. Law § 9-311(d); Wis. Stat. Ann. § 409.311(4). Comment 4 to section 311 further illuminates the perfection rule for inventory subject to a certificate-of-title statute:

[Perfection of a security interest in the inventory of a person in the business of selling goods of that kind is governed by the normal perfection rules, even if the inventory is subject to a certificate-of-title statute. Compliance with a certificate-of-title statute is both unnecessary and ineffective to perfect a security interest in inventory [sold by a person in the business of selling goods of that kind.] Thus, a secured party who finances an automobile dealer that is in the business of selling and leasing its inventory of automobiles can perfect a security interest in all the automobiles by filing a financing statement but not by compliance with a certificate-of-title statute.

Mich. Comp. Laws Ann. § 440.9311 cmt. 4 (emphasis added); N.Y. U.C.C. Law § 9-311 cmt. 4 (emphasis added); Wis. Stat. Ann. § 409.311(4) cmt. 4 (emphasis added).12

This case presents a prototypical UCC fact pattern: The relevant provisions, sections 310 and 311 of Article 9, establish a rule, an exception to that rule, and an exception to the exception.13 The rule is that a financing statement must be filed with a state recording office to perfect a security interest in property; the exception to the rule is that a financing statement need not be filed to perfect a security interest if the collateral is subject to a state certificate-of-title statute; and the exception to the exception is that a financing statement must be filed if the collateral that is subject to the state certificate-of-title statute is held as inventory by a seller of goods of that kind. Plaintiff apparently identified the exception to the rule but failed to account for the exception to the exception.

*540Plaintiff cites several state court decisions for the proposition that New York’s and Michigan’s certificate-of-title statutes trump conflicting UCC provisions governing the priority of interests. For example, Plaintiff relies heavily on Kaminsky v. Karmin, 187 A.D.2d 488, 589 N.Y.S.2d 588 (1992). In that case, an owner sold his vehicle on consignment to a used car dealership without transferring the certificate of title to the dealership. The dealership then sold the vehicle to the plaintiff, who took the vehicle under a temporary certificate of registration. The vehicle’s original owner rejected payment from the dealership, which had sold the vehicle to the plaintiff for less than the price to which the owner had agreed; the dealership went into bankruptcy; the owner demanded that Plaintiff return the vehicle; and Plaintiff sought relief from the New York state courts. The Second Department declared the original owner to have the superior interest in the vehicle, explaining that because the owner had “never delivered the Certificate of Title to [the dealership], ... the subsequent transfer of the vehicle to the plaintiff pursuant to the consignment agreement between the defendant ... and [the dealership] was in violation of Vehicle and Traffic Law § 2113(a).” Id. at 590. Plaintiff also directs the Court to similar decisions from Michigan establishing that a sale of a vehicle without the transfer of the certificate of title is void, and that a vehicle buyer cannot seek comfort within the folds of the UCC. See, e.g., Whitcraft v. Wolfe, 148 Mich.App. 40, 384 N.W.2d 400, 404 (1985).

The Court cannot escape concluding, however, that decisions to this effect, whether from New York, Michigan, or Wisconsin, were outliers at the time that have been superceded by more recent amendments to the UCC. In 2001, several years after Kaminsky, New York enacted amendments to Article 9 of the UCC clarifying a consignor’s interest in collateral held as inventory by a seller of that kind of goods. See 2001 N.Y. Sess. Laws ch. 84 (S. 5404-A) (West). Michigan enacted these same amendments in 2000, see 2000 Mich. Legis. Serv. P.A. 348 (H.B.5228) (West), and Wisconsin, like New York, enacted them in 2001, see 2001-2002 Wis. Legis. Serv. Act 10 (2001 S.B. 9) (West). After several rounds of briefing, Plaintiff still has not cited, and the Court has been unable to find, a single decision from any state or federal court, postdating the adoption of these amendments, stating or suggesting that a state certificate-of-title statute’s requirements trump the UCC’s filing requirements with respect to a consignor’s interest in collateral held as inventory.14 There are, however, decisions from these jurisdictions establishing the primacy of the UCC with respect to such collateral. See, e.g., Genesee Regional Bank v. Palumbo, 9 Misc.3d 823, 799 N.Y.S.2d 883, 889 (Sup.Ct.2005) (“Vehicles owned by ear dealers and held for sale are exempt from application of the Uniform Vehicle Certificate of Title Act.”). This evolution is hardly surprising, as it appears that the rele*541vant amendments to Article 9 were drafted in part to clarify the interplay of the UCC and state certificate-of-title statutes. See Larry T. Bates, Certificates of Title in Texas Under Revised Article 9, 53 Baylor L. Rev. 735, 740-41 (2001) (noting that the drafting committee “had to accept the existence of competing systems for titled collateral and find a way to integrate the [certificate-of-title] acts into Revised Article 9”).

Put simply, Wolverine was in the business of selling fire trucks to fire districts when Plaintiff ordered the chassis for Wolverine, and when Kenworth delivered the chassis to Wolverine. Wolverine possessed both chassis as inventory for sale to the Fire Districts. The Court therefore concludes that the UCC’s normal perfection rules govern the Parties’ respective interests in the chassis — the certificate-of-title statutes notwithstanding. See Mich. Comp. Laws Ann. §§ 440.9310-.9311; N.Y. U.C.C. Law §§ 9-310-9-311; Wis. Stat. Ann. §§ 409.310-.311.15

(b) Defendant’s Status as a Buyer

As a consignor, Plaintiff possessed a purchase-money security interest in the two chassis at the time of delivery in late 2007 and early 2008.16 See Mich. Comp. Laws Ann § 440.9103(2); N.Y. U.C.C. Law § 9-103(b); Wis. Stat. Ann. § 409.103(2). To perfect its security interest, Plaintiff had to file a financing statement with a state recording agency. See Mich. Comp. Laws Ann. § 440.9310(1); N.Y. U.C.C. Law § 9-310(a); Wis. Stat. Ann. § 409.310(1). There is no dispute that Plaintiff did not file a financing statement asserting an interest in Wolverine’s inventory until June 11, 2009. (Def.’s 56. 1, Ex. F.)

Defendant claims that Plaintiff missed its chance to perfect its interest in the chassis, because a purchase money security interest must be filed within twenty days of delivery. Therefore, Defendant concludes, Plaintiff possesses nothing more than an unperfected security interest in the chassis. But Defendant’s conclusion is based on a misreading of the UCC. Section 317, on which Defendant relies, provides that

if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor ... arising] between the time the security interest attaches and the time of filing.

Mich. Comp. Laws Ann. § 440.9317(5); N.Y. U.C.C. Law § 9-317(e); Wis. Stat. Ann. § 409.317(5). Section 317 vests special protections in the holder of a purchase-money security interest if the holder files within twenty days, but nothing in this section expressly or implicitly establishes a hard-edged temporal limit on when a holder can perfect a purchase-money security interest. See Ag Venture Fin. *542Servs., Inc. v. Montague (In re Montagne), 417 B.R. 214, 227 n. 13 (Bankr. D.Vt.2009) (explaining that the twenty-day window in section 317 is a “ ‘grace period,’ not a deadline”); see also Fleet Capital Corp. v. Sutherland Presses (In re Enter. Indus., Inc.), 259 B.R. 163, 166 (Bankr. N.D.Cal.2001) (explaining that effect of filing within the twenty-day window is to protect a purchase money security interest against a “competing non-purchase money secured creditor who was first to file”). Therefore, the Court concludes that Plaintiff perfected its interest on June 11, 2009, when it filed a financing statement in Michigan.

But Plaintiffs filing is not dispositive of the Parties’ interests. Upon delivery of the chassis to Wolverine and throughout the period in which Plaintiffs security interest was unperfected, Wolverine is deemed to have possessed “rights and title to the [chassis] identical to those [Plaintiff] had” — including the right to sell the chassis to buyers. Mich. Comp. Laws Ann. § 440.9319(1); N.Y. U.C.C. Law § 9-319(a); Wis. Stat. Ann. § 409.319(1); see also In re Salander-O’Reilly Galleries, 475 B.R. at 23 (“Thus [when a consignor fails to perfect,] the debtor is deemed to have acquired the consignor’s rights to allow a security interest to attach to the consigned item[s] .... ”). Wolverine’s “identification” of these two chassis to its contracts with Beaverkill and Waverly during this period was therefore lawful and created rights in the Fire Districts as buyers. See Mich. Comp. Laws Ann. §§ 440.2401(1), 440.2501(1); N.Y. U.C.C. Law §§ 2-401(1), 2-501(1); Wis. Stat. Ann. §§ 402.401(1), 402.501(1).17 Defendant *543may assert those rights as the Fire Districts’ subrogee. See, e.g., In re RLI Ins. Co. v. N.Y. State Dep’t of Labor, 97 N.Y.2d 256, 740 N.Y.S.2d 272, 766 N.E.2d 934, 940 (2002) (“[T]his Court has long held that a completing surety succeeds under equitable subrogation principles to all rights that the obligee/owner has against the contractor.... ”); Morrow v. Shah, 181 Mich.App. 742, 450 N.W.2d 96, 99 (1990) (“Regardless of whether a right of subrogation arises by operation of law or by contractual agreement, the controlling general principles are the same: the subrogee, upon paying an obligation owed to the subrogor as the primary responsibility of a third party, is substituted in the place of the subrogor, thereby attaining the same (and no greater) rights to recover against the third party.”); Garrity v. Rural Mut. Ins. Co., 77 Wis.2d 537, 253 N.W.2d 512 (1977) (same).18

Whether the Fire Districts’ rights included the right to receive the chassis free from Plaintiffs subsequently perfected purchase-money security interest is governed by “Sections [ ]317, [ ]315, and [ ]320 [of the UCC].” Mich. Comp. Laws Ann. § 440.9319 cmt. 2; N.Y. U.C.C. Law § 9-*544319 cmt. 2; Wis. Stat. Ann. § 409.319 cmt. 2. Section 315 establishes the general rule that “a security interest ... continues in collateral notwithstanding sale.” Mich. Comp. Laws Ann. § 440.9315(l)(a); N.Y. U.C.C. Law § 9 — 315(a)(1); Wis. Stat. Ann. § 409.315(l)(a); see also Havens Steel Co. v. Commerce Bank, N.A. (/« re Havens Steel Co.), 317 B.R. 75, 80 (Bankr.W.D.Mo. 2004) (“[T]he general rule [is] that a secured party’s interest in collateral continues upon the sale of the collateral unless ... one of the provisions in Article 9 under which a party takes free and clear of the security interest applies.”). Section 317 then provides that, the general rule notwithstanding, “a buyer ... of ... goods ... takes free of a security interest ... if the buyer gives value and receives delivery of the collateral without knowledge of the security interest ... and before it is perfected.” Mich. Comp. Laws Ann. § 440.9317(2); N.Y. U.C.C. Law § 9-317(b); Wis. Stat. Ann. § 409.317(2). And section 320 establishes the special protections available to a buyer in the ordinary course: “[A] buyer in ordinary course of business ... takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.” Mich. Comp. Laws Ann. § 440.9320(1); N.Y. U.C.C. Law § 9-320(a); Wis. Stat. Ann. § 409.320(1).19

Taken together, these provisions make clear that if the Fire Districts qualify as buyers, but not as buyers in the ordinary course of business, then Plaintiffs interest is superior to Defendant’s. Here, the Fire Districts did not “receive[ ] delivery of the collateral ... before [Plaintiffs security interest] [was] perfected,” as they received the chassis at some point in 2011. (Def.’s 56.1 ¶ 19; Pl.’s 56.1 ¶ 18.) Plaintiff perfected its security interest on June 11, 2009. (Def.’s 56.1 ¶ 12, Ex. F.) If, however, the Fire Districts qualify as buyers in the ordinary course, then they received the chassis in 2011 free of Plaintiffs perfected purchase-money security interest. As noted, the UCC defines a buyer in the ordinary course of business as “a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the good, and in the ordinary course from a person ... in the business of selling goods of that kind.” Mich. Comp. Laws Ann. § 440.1201(9); N.Y. U.C.C. Law § 1-201(9); Wis. Stat. Ann. § 401.201(2)(em). The Fire Districts satisfy this definition. Plaintiff does not dispute that Wolverine was in the business of selling completed fire trucks. And Plaintiffs challenges based on the other statutory requirements are unpersuasive.

Plaintiffs first argument is that the Fire Districts cannot be buyers in the ordinary course, because they did not take title to the goods in question. This argument is incorrect as a matter of Michigan, New York, and Wisconsin law. Wisconsin’s highest court has expressly held that a buyer becomes a buyer in the ordinary course upon “identification” of goods to a contract as opposed to upon transfer *545of title. See Daniel, 425 N.W.2d at 417 (“We conclude that the purchasers ... became buyers in the ordinary course of business when the vehicle was identified to the contract.”). Michigan’s highest court and New York’s highest court have not so held, but that fact is not the end of the matter. ‘Where the substantive law of the [governing] state[s] is uncertain or ambiguous, the job of the federal courts [sitting in diversity] is carefully to predict how the highest court[s] of the ... state[s] would resolve the uncertainty or ambiguity.” Travelers Ins. Co. v. 633 Third Assocs., 14 F.3d 114, 119 (2d Cir.1994); see also Caudle v. Towers, Perrin, Forster &