## Facts

- EDM Corporation, a Nebraska registered organization selling and leasing emergency vehicles, commonly operated under the name “EDM Equipment” but had no separate registered trade name.
- Hastings State Bank extended more than $4.5 million in credit to EDM and filed a UCC-1 financing statement in 2003 naming the debtor as “EDM CORPORATION D/B/A EDM EQUIPMENT.”
- Other lenders, including TierOne Bank and Huntington National Bank, later filed UCC-1 financing statements naming the debtor as “EDM Corporation,” matching the debtor’s registered organizational name.
- TierOne and Huntington searched the Nebraska Secretary of State UCC records under “EDM Corporation” and did not find Hastings’s financing statement in the search results.
- EDM filed a Chapter 7 bankruptcy petition in the District of Nebraska on April 10, 2008.
- Hastings filed an adversary proceeding to determine the validity, extent, and priority of its claimed lien in assets including an ambulance (or its proceeds), as against the Chapter 7 trustee and other secured creditors.

## Issues

1. Whether a financing statement for a registered-organization debtor that lists the debtor as “EDM CORPORATION D/B/A EDM EQUIPMENT” sufficiently “provides the name of the debtor” under Nebraska’s enactment of UCC § 9-503.
2. Whether that financing statement is “seriously misleading” under UCC § 9-506 because it does not appear in a standard search under the debtor’s correct registered name using the filing office’s standard search logic.
3. If the statement is seriously misleading, whether Hastings failed to perfect its security interest, affecting priority relative to properly perfected creditors and the trustee.

## Decision

- The Bankruptcy Appellate Panel for the Eighth Circuit affirmed the bankruptcy court.
- The panel held that, for a registered organization, the financing statement must use the debtor name exactly as shown in the public organic record.
- The designation “EDM CORPORATION D/B/A EDM EQUIPMENT” did not satisfy the registered-name requirement because it was not disclosed by a standard search under “EDM Corporation” using Nebraska’s standard search logic.
- The financing statement was therefore seriously misleading and ineffective to perfect Hastings’s security interest.
- Hastings’s interest was treated as unperfected, and creditors who filed under the precise registered name had priority in the ambulance proceeds.

## Legal Principles

- For a registered-organization debtor, the sufficient debtor name in a financing statement is the name stated in the jurisdiction’s public organic record (UCC § 9-503).
- A financing statement that fails to sufficiently provide the debtor’s name is seriously misleading and ineffective unless it is disclosed by a search under the correct name using the filing office’s standard search logic (UCC § 9-506).
- The “standard search logic” of the filing office is central to the sufficiency inquiry; the test is whether a routine search under the correct registered name will reveal the filing.
- The secured party bears the risk of name deviations that prevent discovery in a standard search; being first to file does not cure a seriously misleading debtor-name error.
- Adding “d/b/a” or similar extraneous wording to a registered organization’s name can render a filing ineffective if it changes how the record is indexed and searched.

## Conclusion

The court enforced a strict registered-name rule for UCC filings: because Hastings added “d/b/a EDM Equipment” to the debtor’s name and the filing was not discoverable in a standard search under “EDM Corporation,” the financing statement was seriously misleading and did not perfect Hastings’s security interest, leaving Hastings junior to properly perfected creditors.


Hastings State Bank v. Stalnaker (In re EDM Corp.), 431 B.R. 459 (B.A.P. 8th Cir. 2010)