Gold v. Pasternak (In re Harvey Goldman & Co.)

Harvey Goldman & Company (debtor) was a corporation formed in the State of Michigan. The name of the corporation as stated on the articles of incorporation filed with the State of Michigan was “Harvey Goldman & Company.” The assumed name of the corporation under which the debtor transacted certain business and as stated on the certificate of assumed name filed with the State of Michigan was “Worldwide Equipment Company.” Later, the Abraham and Geraldine Pasternak Irrevocable Living Trust (defendant) (Pasternak) filed a Uniform Commercial Code (UCC) financing statement to perfect its interest in certain of the debtor’s collateral. The name of the debtor as stated on the financing statement filed with the Michigan secretary of state was “World Wide Equipment Co.” Shortly after the debtor entered Chapter 7 bankruptcy proceedings, the trustee in bankruptcy (plaintiff) (trustee) initiated a proceeding for a determination that the financing statement did not perfect any security interest in favor of Pasternak because the financing statement was not filed using the debtor’s corporate name, “Harvey Goldman & Company,” as required under applicable Michigan law. Because the financing statement was not filed using the debtor’s corporate name, any security interest claimed by Pasternak was unperfected under applicable Michigan law and, therefore, subject to avoidance by the trustee under § 544(a) of the United States Bankruptcy Code.