Arcadia Financial, Ltd. v. Southwest-Tex Leasing Co., Inc

In Arcadia Financial, Ltd. v. Southwest-Tex Leasing Co., Inc., 78 S.W.3d 619 (Tex. App.--Austin 2002, pet. denied), Advantage had agreed to sell cars to Lone Star, but Advantage retained the certificates of title until Lone Star paid for the cars. 78 S.W.3d at 621. Lone Star also had an agreement with Arcadia for Arcadia to finance retail installment contracts to Lone Star's customers, provided that Lone Star assign the contracts to Arcadia. Id. The agreement required Lone Star to transfer the certificates of title to Arcadia after a purchase by a customer. Id. Lone Star sold four of the cars it had acquired from Advantage to customers, but Lone Star failed to pay Advantage for the cars. Id. Consequently, Advantage never transferred the certificates of title to Arcadia. Id. However, Lone Star and its customers had executed retail installment contracts, and Lone Star had assigned the contracts to Arcadia without the certificates of title. Id. After Lone Star went out of business and refused to buy back the cars from Arcadia, Arcadia demanded that Advantage relinquish the certificates of title. Id. at 621-22. Advantage refused, and Arcadia sued. Id. at 622. The court held that Lone Star had not yet acquired ownership of the cars because it had not paid Advantage for them, and, because Lone Star never acquired ownership, it could not transfer a security interest in the cars to Arcadia. Id. at 624-25. The court expressly based its holding on the stipulation between Lone Star and Advantage that the sale of any car to Lone Star was contingent upon Advantage's receipt of full payment from Lone Star. Id. at 624.