At page 90 Federal law governs loan agreements under nationwide programs6 citing casestransfer of all stock in a corporation implies transfer of an interest in the underlying assets
- Alaska Cont'l, Inc. v. Trickey, 933 P.2d 528 (Alaska 1997).published(transfer of all stock in a corporation implies transfer of an interest in the underlying assets)
- Gutierrez v. Gulf Coast Builders & Supply Co., 739 S.W.2d 371 (Tex. App.—Corpus Christi 1987).publishedUnited States v. Med O Farm, Inc., 701 F.2d 88, 90 (9th Cir.1983).
- The City of Springfield, Etc. v. Washington Pub. Power Supply Sys., Etc. City of Eugene Bonneville Power Admin., Etc. Peter Johnson, Etc. v. Peter Defazio, Intervening, 752 F.2d 1423 (9th Cir. 1985).publishedLittle Lake Misere, 412 U.S. at 596 , 93 S.Ct. at 2398 ; United States v. Med O Farm, Inc., 701 F.2d 88, 90 (9th Cir.1983); United States v. California, 655 F.2d 914, 917 (9th Cir.1980).
- City of Springfield v. Washington Pub. Power Supply Sys., 752 F.2d 1423 (9th Cir. 1985).publishedLittle Lake Misere, 412 U.S. at 596 , 93 S.Ct. at 2398 ; United States v. Med O Farm, Inc., 701 F.2d 88, 90 (9th Cir.1983); United States v. California, 655 F.2d 914, 917 (9th Cir.1980).
- United States v. James D. Ellis, 714 F.2d 953 (9th Cir. 1983).publishedUnited States v. Kimbell Foods, Inc., 440 U.S. 715, 727 , 99 S.Ct. 1448, 1457-58 , 59 L.Ed.2d 711 (1979); United States v. Crain, 589 F.2d 996 , 998 *955 (9th Cir.1979); see United States v. Med O Farm, Inc., 701 F.2d 88, 90 (9th Cir.1983).
- City of Springfield v. Washington Pub. Power Supply Sys., 564 F. Supp. 90 (D. Or. 1983).publishedSee also United States v. Med O Farm, Inc., 701 F.2d 88, 90 (9th Cir.1983).
At page 89 cited at this page2 citing cases
- In Re Columbia Gas Sys. Inc. Columbia Gas Transmission Corp.. The Off. Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Tennessee Gas Pipeline Co., Intervenor-Defendant, Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Columbia Gas Sys., Inc. ("Cg") & Columbia Gas Transmission Corp. ("Tco" & Together With Cg, "The Debtors"), No. 92-7395. In Re Columbia Gas Sys. Inc. (Fifteen Cases) Columbia Gas Sys. Inc. v. Unsecured Creditors Comm., Thomas E. Ross, Tr., Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp., Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of People's Couns. for the Dist. of Columbia (Opc), Intervenors in Support of Off. of Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Columbia Gas Sys., Inc. ("Cg") & Columbia Gas Transmission Corp. ("Tco" & Together With Cg, "The Debtors"), No. 92-7396. Meridian Oil Prod. Inc. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp. Thomas E. Ross, Tr., Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Columbia Gas Sys., Inc. ("Cg") & Columbia Gas Transmission Corp. ("Tco" & Together With Cg, "The Debtors"), No. 92-7397. Pennsylvania Pub. Util. Comm'n v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Pub. Serv. Comm'n of the State of New York, Intervenor in Support of Pub. Serv. Comm'n of the Commonwealth of Kentucky, Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils. Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenor in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Pennsylvania Pub. Util. Comm'n, the Maryland Pub. Serv. Comm'n, the Pub. Utils. Comm'n of Ohio & the Maryland Off. of People's Couns., No. 92-7398. Maryland Off./people's Couns. v. Columbia Gas Sys., Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prods. Inc., Intervenor in Support of Pub. Serv. Comm'n of the State of New York, Intervenor in Support of Pub. Serv. Comm'n of the Commonwealth of Kentucky, Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat. Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Transmission Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Pennsylvania Pub. Util. Comm'n, the Maryland Pub. Serv. Comm'n, the Pub. Utils. Comm'n of Ohio & the Maryland Off. of People's Couns., No. 92-7399. Pub. Utils. Comm'n/ohio v. Columbia Gas Sys., Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod. Inc., Intervenor in Support of Pub. Serv. Comm'n of the State of New York, Intervenor in Support of Pub. Serv. Comm'n of the Commonwealth of Kentucky, Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Pennsylvania Pub. Util. Comm'n, the Maryland Pub. Serv. Comm'n, the Pub. Utils. Comm'n of Ohio & the Maryland Off. of People's Couns., No. 92-7400. Columbia Gas Transmission Corp. the Off. Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Tennessee Gas Pipeline Co., Intervenor-Defendant, Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Nat. Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, West Ohio Gas Co., the Peoples Nat. Gas Co. & Virginia Nat. Gas, Inc., No. 92-7410. West Ohio Gas Co. Virginia Nat. Gas, Inc. Peoples Nat. Gas Co., No. 92-7411 v. Columbia Gas Sys., Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission ("Tco"), Intervenors in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae. Columbia Gas Transmission Corp. the Off. Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Tennessee Gas Pipeline Co., Intervenor-Defendant, Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Off. Comm. of Customers ("Customer Comm.") of the Columbia Gas Transmission Corp. ("Tco"), No. 92-7412. Off. Comm. of Customers of Columbia Gas Transmission Corp. ("Tco") v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Off. Comm. on Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenors in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Off. Comm. of Customers ("Customer Comm.") of the Columbia Gas Transmission Corp. ("Tco"), No. 92-7413. Columbia Gas Transmission Corp. the Off. Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Tennessee Gas Pipeline Co., Intervenor-Defendant, Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenors in Support of Cities of Charlottesville & Richmond, Virginia, Intervenors in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Columbia Gas of Kentucky, Columbia Gas of Maryland, Columbia Gas of Ohio, Columbia Gas of Pennsylvania, & Commonwealth Gas Servs., Collectively Known as the Columbia Gas Distrib. Companies, No. 92-7414. Pennsylvania Pub. Util. Comm'n v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Maryland Off. of People's Couns. ("Mpc"), Intervenor in Support of Off. Comm. of Unsecured Creditors of Columbia Gas Transmission Corp., Intervenor in Support of Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Orange & Rockland Utils., Inc. Cent. Hudson Gas & Elec. Corp. New York State Elec. & Gas Corp. Nat'l Fuel Gas Supply Corp., Intervenors in Support of Off. Comm. of Customers of the Columbia Gas Transmission Corp., Columbia Gas Distrib. Companies, Intervenors in Support of Ozark Gas Transmission Sys., a Texas Gen. P'ship (The "P'ship") & Its Subsidiary, Ozark Fin. Corp. (The "Co."), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Pennsylvania Pub. Util. Comm'n Maryland Pub. Serv. Comm'n Pub. Utils. Comm'n of Ohio, Intervenors in Support of Consum. Advocate Div. of the Pub. Serv. Comm'n of West Virginia, Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenors in Support of Off. of the Consumers' Couns., State of Ohio (Occ), Intervenors in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Cities of Charlottesville & Richmond, Virginia, No. 92-7415. Meridian Oil Prod. Inc. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenor in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae, Ozark Gas Transmission Sys. & Ozark Fin. Corp., No. 92-7435. Ozark Gas Transmission Sys. Ozark Fin. Corp., No. 92-7436 v. Columbia Gas Sys., Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Pennsylvania Off. of Consum. Advocate (Pa. Oca), Intervenor in Support of Meridian Oil Prod. Inc. ("Meridian Oil"), Intervenor in Support of Delmarva Power & Light Co. ("Delmarva") the Providence Gas Co. ("Providence"), Intervenors in Support of Off. of the People's Couns. for the Dist. of Columbia (Opc), Intervenors in Support of Off. Comm. of Customers ("Customer Comm.") of Columbia Gas Transmission Corp. ("Tco"), Intervenor in Support of Gas Rsch. Inst. ("Gri"), Amicus Curiae. Meridian Oil Prod. Inc. v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Ozark Gas Transmission Sys. & Ozark Fin. Corp., No. 92-7499, Ozark Gas Transmission Sys. Ozark Fin. Corp., No. 92-7499. Ozark Gas Transmission Sys. Ozark Fin. Corp., No. 92-7500 v. Columbia Gas Sys. Inc. Columbia Gas Transmission Corp., Thomas E. Ross, Tr., Meridian Oil Prod., Inc., Intervenor-Appellee, 997 F.2d 1039 (3d Cir. 1993).publishedSee United States v. Med O Farm, Inc., 701 F.2d 88, 89 (9th Cir.1983); cf. Armotek Indus., Inc. v. Employers Ins. of Wausau, 952 F.2d 756 , 760 n. 5 (3d Cir.1991) (which state's law controls is a legal question subject to plenary review).
- Off. Comm. of Unsecured Creditors of the Columbia Gas Transmission Corp. v. Columbia Gas Sys. Inc., 997 F.2d 1039 (3d Cir. 1993).publishedSee United States v. Med O Farm, Inc., 701 F.2d 88, 89 (9th Cir.1983); cf. Armotek Indus., Inc. v. Employers Ins. of Wausau, 952 F.2d 756 , 760 n. 5 (3d Cir.1991) (which state’s law controls is a legal question subject to plenary review).
Other citing cases
- Gabriel Johnson, Individually & on Behalf of All Others Similarly Situated v. United States Dep't of Agric., 734 F.2d 774 (11th Cir. 1984).published
v.
MED O FARM, INC.; William J. Osborn and Marylyle Osborn, Husband and Wife; And Double E Ranch, Inc., Defendants-Appellants
We must decide whether the Farmers Home Administration (FmHA) may enforce the “due-on-sale” provision of a federal loan made pursuant to the Emergency Agricultural Credit Adjustment Act of 1978. [1] We affirm the district court’s decision that the clause is enforceable in this case.
In February 1979, appellant Med O Farm obtained an Economic Emergency (EE) loan in the sum of $96,040 for the purpose of continuing farming operations. The government’s security consisted of both a promissory note signed by the sole shareholders of Med 0 Farm, the Osborns, and a real estate mortgage. The mortgage provided that “[n]either the property nor any portion thereof or interest therein shall be leased, assigned, sold, transferred or encumbered, voluntarily or otherwise, without the written consent of the Government.” It also empowered the government to require payment of the entire amount outstanding and to enforce the instrument through foreclosure if Med 0 Farm failed to discharge any mortgage obligation. The promissory note incorporated these provisions.
In March 1980, the Osborns, without government consent, sold all of the stock of the farm to the Double E Ranch. The buyer attempted to assume the mortgage at its 8.5% interest rate. The FmHA commenced a foreclosure action in April 1981, after notifying the Osborns in July 1980 that they were in default under the mortgage and note, and providing them with an opportunity to repay the loan promptly. The district court granted the government’s motion for summary judgment; Med O Farm, the Osborns and Double E Ranch appeal.
The facts surrounding the loan agreements and the sale of stock are undisputed. The legal question is whether Washington law, which would prevent foreclosure by the FmHA, applies.
The loan instruments themselves clearly provided that a transfer of ownership by the borrower would entitle the lender to accelerate the debt. Appellants argue that this remedy is nevertheless unavailable because Washington courts have adopted the rule that due-on-sale clauses are unreason[*90] able restraints on alienation unless it is shown that enforcement of the clause is necessary to protect the lender’s security. Bellingham First Federal Savings & Loan Ass’n v. Garrison, 87 Wash.2d 437, 553 P.2d 1090 (1976). Because it is not contended that this purchaser was a poor credit risk, we must assume that the transfer in this case did not impair the government’s security. Therefore, if Washington law were applicable to the loan instruments in this case, the due-on-sale clause would not be enforceable.
Appellants’ argument fails, however, because of the well established rule that federal, and not state law governs questions involving the rights of the United States under nationwide federal programs. United States v. Kimbell Foods, Inc., 440 U.S. 715, 726, 99 S.Ct. 1448, 1457, 59 L.Ed.2d 711 (1979); Clearfield Trust Co. v. United States, 318 U.S. 363, 63 S.Ct. 573, 87 L.Ed. 838 (1943); United States v. Stadium Apartments, Inc., 425 F.2d 358, 360 (9th Cir.), cert. denied, 400 U.S. 926, 91 S.Ct. 187, 27 L.Ed.2d 926 (1970); United States v. View Crest Garden Apartments, Inc., 268 F.2d 380, 382 (9th Cir.1959). The EE loan at issue here was clearly made pursuant to a nationwide federal program. The district court correctly held state law inapplicable.
Appellants next suggest that because the statute and regulations do not specifically address enforcement provisions in loan agreements, state law should be adopted to resolve disputes arising under them. While a state rule may be adopted to govern the parties’ relations under a federal program, such rules are rejected where their application would thwart the program’s objectives. Kimbell, 440 U.S. at 728, 99 S.Ct. at 1458; Mishkin, The Variousness of "Federal Law”: Competence and Discretion in the Choice of National and State Rules for Decision, 105 U.Pa.L.Rev. 797, 805-06 (1957). The purpose of the agricultural loan program was to assist farmers who would otherwise be unable to obtain financing. See, e.g., 7 U.S.C. § 1946 Subchapter III §§ 203(a)(1), 205 (Supp. 1981); 7 C.F.R. § 1945.102 (1982); 1978 U.S.Code Cong. & Ad.News 1106,1111. Detailed eligibility requirements and certification procedures for loan applicants are set forth in the Emergency Agricultural Adjustment Act and its regulations. See 7 U.S.C. § 1946 Subchapter III §§ 202, 205 (Supp.1981); 7 C.F.R. §§ 1945.104,1945.105, 1945.112, 1945.136 (1982). Permitting the buyers here, who have not met these requirements, to assume loans made pursuant to the Act would thus frustrate the specific objects of the federal program. Moreover, applying the Washington rule against due-on-sale provisions would limit the effectiveness of remedies available to the United States to ensure that the aims of the federal program are carried out. See United States v. Stadium Apartments, Inc., 425 F.2d at 363; United States v. View Crest Garden Apartments, Inc., 268 F.2d at 383. Therefore, the district court correctly determined that Washington law should not be applied in this action to foreclose federal loan instruments.
Appellants also contend that the transaction in this case is not a “transfer” sufficient to trigger the due-on-sale clause. This argument has no merit. Under Washington law, transfer of all of the stock in a corporation implies transfer of an interest in the underlying assets. See Ban-Mac, Inc. v. King County, 69 Wash.2d 49, 50, 416 P.2d 694, 695 (1966); cf. Terry v. Born, 24 Wash. App. 652, 604 P.2d 504, 506 (1979) (transfer of an equitable interest triggers due-on-sale clause). Furthermore, the federal regulations promulgated under the Emergency Agricultural Credit Adjustment Act provide that a change in the manner in which the stock in a farm corporation is held can destroy its eligibility for EE loans. See 7 C.F.R. § 1945.112 (1982); see generally 1978 U.S.Code Cong. & Ad.News 1106, 1106-12 (loans to farming corporations were to be on the basis of ownership and operation of the underlying farm assets). Even if there could be any doubt that the transaction between Med O Farm and Double E Ranch was a “transfer” triggering the due-on-sale clause, we need not address it, for both sides in this appeal acknowledge[*91] that the sale of stock to Double E Ranch was secured by a lien on the farm in favor of the Osborns. The property was, therefore, “encumbered” in contravention of the mortgage provisions. The district court’s decision that the terms of the mortgage agreement had been violated was undeniably correct.
Affirmed.
. 7 U.S.C. § 1946 Subchapter III §§ 201-211 (Supp.1981).