Cite as: [Unpublished]
re Stevens Point Associated, Inc., d/b/a Associated
Sales & Leasing, Debtor
Bankruptcy Case No. 91-52925-7
United States Bankruptcy Court
W.D. Wisconsin, Eau Claire Division
December 24, 1991
E. John Buzza and Gary L. Dreier, for Bank One, Stevens
Stephan A. Pezalla and Lee W. Mosher, for Manheim Auto Auctions.
Peter F. Herrell, trustee.
Thomas S. Utschig, United States Bankruptcy Judge.
MEMORANDUM OPINION, FINDINGS OF FACT,
AND CONCLUSIONS OF LAW
This case presents two matters for the Court's consideration. The first is a motion of
Bank One, Stevens Point, NA (Bank One), for the application of funds for the payment of
its secured claim against the debtor, Stevens Point Associated, Inc., d/b/a Associated
Sales & Leasing. Manheim Auto Auctions (Manheim), another creditor, filed an objection
to Bank One's motion. The second matter is a motion of Manheim for turnover and for
allowance of § 506(c) fees and disbursements. Objections to this motion were filed by
Bank One and the trustee. Bank One is represented by E. John Buzza and Gary L. Dreier.
Manheim is represented by Stephan A. Pezalla and Lee W. Mosher; the trustee is Peter F.
Because these two matters involve a priority dispute over the same escrowed funds and
are grounded on essentially the same factual background, they will be dealt with together.
Stevens Point Associated, Inc., d/b/a Associated Sales & Leasing (Associated), is a
Wisconsin corporation engaged in the sale of used cars. Its car sales lot and principal
place of business is located at 3115 Church Street, Stevens Point, Wisconsin. In order to
purchase inventory for its business, Associated obtained a secured line of credit from
Bank One. Associated delivered the original master draw note to Bank One on December 6,
1990. This note was last renewed and modified on July 15, 1991, in the principal amount of
$250,000.00. This note is secured by collateral which includes the debtor's inventory,
equipment, accounts and proceeds thereof as specified in the security agreement between
the debtor and Bank One. The Bank perfected its security interest in the collateral by
filing a financing statement with the Wisconsin Secretary of State's office on December
As part of its business operations, Associated purchased cars from various dealers
through Manheim Auto Auctions. Minneapolis Auto Auction (MAA) and Florida Auto Auction of
Orlando, Inc. (FAA) both part of Manheim, delivered cars to Associated pursuant to the
terms of credit arrangements between the debtor and MAA and FAA, respectively. Associated
placed the cars on its sales lot in Stevens Point for sale to the general public.
On August 26, 1991, Johnson Towing Service of Stevens Point, Inc., removed certain
vehicles from Associated's sales lot at the direction of FAA and MAA. Neither Associated
nor Bank One authorized this removal. The vehicles were secured at the premises of Johnson
Towing Service at 3801 Patch Street, Stevens Point.
MAA and FAA assert a claim on the impounded cars by virtue of their credit agreements
with the debtor.
Associated filed for relief under Chapter 7 of the Bankruptcy Code on August 27, 1991.
After an expedited hearing on September 4, 1991, this Court authorized MAA to conduct a
liquidation of the debtor's motor vehicle inventory on September 18, 1991. This sale
resulted in net proceeds of $296,125.00. Pursuant to the Court's order of September 6,
1991, these proceeds were placed in an escrow account at Bank One pending further order of
this Court. A hearing was held before the Court on the current motions on October 7, 1991.
No testimony was presented at that hearing; the parties stipulated that the priority
dispute between Bank One and Manheim (through its affiliates FAA and MAA) could be decided
on the basis of the parties' legal memoranda, affidavits and documents submitted to the
Court. The Court accordingly took the issue as to the entitlement to the escrowed sale
proceeds under advisement.
Pursuant to the Court's order of October 7, 1991, Bank One filed a supplemental
affidavit setting forth the exact amount of its secured claim with the debtor. As of
October 9, 1991, Bank One asserts a claim totalling $256,365.96 against the bankruptcy
estate. In its motion for turnover, Manheim asserts the following claims against the
bankruptcy estate: $37,105.00 on behalf of MAA, representing the proceeds of the sale of
its cars in the debtor's inventory; $258,275.00 on behalf of FAA, representing the
proceeds of sale of its cars in the debtor's inventory; and $6,728.00 on behalf of MAA,
representing expenses in connection with the transportation and sale of the debtor's
vehicles pursuant to the Court's order of September 6, 1991.
Turning to the arguments of the parties, MAA and FAA (collectively, the "Auto
Auctions") assert that the debtor had no rights in the vehicles in which it could
have granted Bank One a security interest. As part of this argument, the Auto Auctions
allege that the debtor held their vehicles in an express or constructive trust. As such,
the argument continues, the vehicles never became part of the debtor's bankruptcy estate. See
generally 4 Collier on Bankruptcy para. 541.13 (15th ed. 1991).
In support of their trust argument, the Auto Auctions cite language in their auction
sale documents to the effect that ownership of a vehicle shall not transfer until that
specific vehicle is paid for. Specifically, the MAA sales document states in relevant
[t]he buyer agrees . . . that the title and
ownership of said vehicle . . . shall remain in the seller until any check or draft given
for the Sale Price of said vehicle or any part of the same, has been honored and paid in
full; and until said check or draft shall have been honored and paid in full, title to the
above described vehicle shall be retained by the seller and not pass to the buyer nor
shall this said sale be considered consummated . . . .
See Affidavit of Thomas McDermott, Exhibit 2A.
FAA has submitted a document entitled "Dealer Registration and Guaranty
Agreement" which is less clear in this regard; it states in relevant part:
If Dealer [Associated Sales & Leasing]
fails to pay Auction for a vehicle purchased by Dealer through Auction, Auction will be
allowed to sell the vehicle to mitigate its loss without notice to [Associated] and
[Associated] will be fully liable to Auction for any deficiency, including incidental and
consequential damages. Notice of resale required by the Uniform Commercial Code or any
other law is waived.
See Affidavit of Joseph Greco, Exhibit 3.
As further evidence of the existence of a trust relationship with the debtor, the Auto
Auctions have submitted affidavits of Joseph Greco and Thomas McDermott, employees of FAA
and MAA, respectively. These affidavits state in nearly identical language that it was the
intention of the Auto Auctions that no title or ownership would transfer until payment was
received and that the vehicles would be held in trust pending payment. In order to insure
compliance, both affidavits continue, "[i]t was specifically agreed between FAA [or
MAA] and Associated that the certificates of title to the vehicles would be retained by
FAA [or MAA] until such time as payment for each vehicle was delivered to FAA [or
MAA]." See Affidavit of Joseph Greco at 2; Affidavit of Thomas McDermott at 2.
It is solely on the basis of the aforementioned language in the various documents and
the statements of the Auto Auction employees in the submitted affidavits that the
existence of a trust is asserted. The Court has examined the submitted documents and
affidavits and concludes that they are insufficient to warrant finding a trust
relationship between the Auto Auctions and the debtor.
As an initial proposition, the Court notes that the burden of establishing a trust
relationship is on the party claiming the benefits of such a relationship -- here the Auto
Auctions. See, e.g., United States v. Bicoastal Corp. (In re
Bicoastal), 125 B.R. 658, 662 (M.D. Fla. 1991), citing with approval, Georgia
Pacific Corp v. Sigma Service Corp., 712 F.2d 962, 969 (5th Cir. 1983).
The Court concludes that the Auto Auctions have not met this burden because several of
the requisite elements for finding the existence of a trust have not been sufficiently
established. First, a trust requires a reasonably certain manifestation of intention to
create a trust. See, e.g., In re Elrod, 42 B.R. 468, 473 (Bankr. D. Tenn.
1984); 76 AM. JUR. 2d Trusts § 38 (1975). None of the documents signed by the
parties and submitted to the Court make any mention of a trust or a trust relationship
whatsoever. The Court is aware that the word "trust" need not be used to
establish a legitimate trust. See generally 76 AM. JUR. 2d Trusts § 41
(1975). Nevertheless, the intention to create a trust must be apparent. Id. Aside
from the unsupported statements of the two employees contained in the submitted
affidavits, the Court can find no other evidence supporting the existence of an intent to
create a trust in this case. In addition, David Hefko, president of Associated, asserted
in an affidavit before the Court that he never spoke about the terms of sale or dealer
registration requirements with those employees of FAA and MAA who submitted affidavits.
This affidavit, moreover, contains no assertions whatsoever that the debtor, through its
president, understood that a trust arrangement was anticipated with FAA and MAA. See
Affidavit of David Hefko for October 7, 1991 Hearing.
Second, the requisite separation of the legal title from the beneficial interest
necessary for a trust does not appear to be present here. See In re Elrod,
42 B.R. at 473; 76 AM. JUR. 2d Trusts § 36 (1975). The Auto Auctions argue
strenuously here that no ownership rights passed and that legal title to the subject
vehicles remained with them at all times. Legal title remaining with the settlor is
inconsistent with a true trust relationship and contending that it remained with the Auto
Auctions certainly does not manifest an intention to create a trust.
Aside from these trust requisites being absent here, there are several other factors
present here which do not bespeak a trust relationship. All of the documents before the
Court speak of the vehicles as the subject matter of a purchase, rather than the
res of a trust. The dealers involved in each transaction are clearly identified as
"seller" and "purchaser" or "buyer." The fine print on MAA's
document contains the heading "Bill of Sale of Motor Vehicle." The debtor's
president asserted in his affidavit that it was his understanding that the vehicles were purchased
on 45-day terms. See Affidavit of David Hefko at 2 (emphasis added). He further
asserted that all of the vehicles purchased by him through FAA were from a dealer
identified as "Miller Motors." This undoubtedly refers to the "Miller
Motors" of Albertville, Alabama, identified as the "seller" on FAA's
odometer disclosure statement for each car. The debtor also submitted copies of FAA's
sales advertisements which, in a section announcing an auction by Miller Motors, states
"45 days to pay, or $200.00 cash on every purchase." See
Affidavit of David Hefko, Exhibit A, at 2 (emphasis added).
Both the MAA and FAA sales documents, moreover, minimize the role that each auction
company played in the transactions involving the subject vehicles. The MAA document states
that "[b]oth Seller and Buyer acknowledge that [MAA] has acted as a broker in this
transaction and agree to hold the Auction harmless . . . ." See Affidavit of
Thomas McDermott, Exhibit 2D. The FAA document states that "[t]his sale is solely a
transaction between the buyer and selling dealers . . . ." See Affidavit of
Joseph Greco, Exhibit 2A. This language does not support the Auto Auctions' contentions
that they served the important function of settlor in a trust relationship with the debtor
In addition, the key language cited earlier upon which MAA relies here -- whereby title
and ownership purportedly remains with the "seller" -- does not even pertain to
MAA, since the selling dealer, not the auto auction, is clearly identified as the
"seller" on the documents. The language relied upon by FAA -- allegedly giving
it the right to sell vehicles which are not paid for -- is much more oblique than the MAA
language in purportedly establishing a trust relationship here. Such oblique language does
not manifest with reasonable certainty an intent to create a trust.
Finally, both MAA's and FAA's sales documents contain the language that "[t]his
vehicle [is] subject to a lien." This language is more indicative of an intended
security relationship between the parties here than it is of a trust relationship. For
these reasons, then, the Court holds that a trust relationship does not exist between the
Auto Auctions and Associated in regard to the vehicles at issue here.
Having eliminated a trust relationship between the parties, the Court is then faced
with determining the true nature of the commercial relationship between the Auto Auctions
and Associated. The Court has examined the myriad of labels that can be applied to this
commercial relationship, including pledge, bailment, assignment, consignment, and
consignment intended as security. The language in the various documents and the assertions
of the employees in the affidavits before the Court present a confused and unclear picture
as to the nature of the relationship between the Auto Auctions and Associated.
Nevertheless, on the basis of the documents and affidavits before it, the Court initially
concludes that, at most, the Auto Auctions would have retained a security interest in the
subject vehicles. As an initial proposition here, "[w]hether a transaction is
intended as a security agreement or a true consignment agreement depends on the intent of
the parties at the time they entered into the transaction." Underwriters at Lloyds
v. Shriver (In re Ide Jewelry Co.), 75 B.R. 969, 977 (Bankr. S.D.N.Y. 1987), citing
with approval NYNEX BISC v. Baker Industries Corp. (In re Baker Industries
Corp.), 69 B.R. 937, 939 (Bankr. S.D.N.Y. 1987). "Intent should be determined by
an objective standard which takes into account the economic realities of the transaction
rather than the subjective intent of the parties." In re Ide Jewelry Co., 75
B.R. at 977 (citations omitted).
The Auto Auctions' purported retention of title and all ownership rights in the
vehicles notwithstanding, the Court finds that this arrangement has many of the
characteristics of a traditional secured transaction. Numerous cases involving purported
consignments under facts similar to those at issue here have identified factors which
indicate the existence of a security interest rather than a consignment. See, e.g.,
In re Sullivan, 103 B.R. 792, 795 (Bankr. N.D. Miss. 1989); In re Ide Jewelry
Co., 75 B.R. 969, 977-78 (Bankr. S.D.N.Y. 1987).
Facts which support the notion that a
consignment was intended as security include: (i) setting of price by the consignee . . .
(ii) billing consignee upon shipment . . . (iii) commingling of proceeds and failure to
keep proper accounts by the consignee . . . (iv) "mixing consigned goods with goods
owned" . . . and (v) consignor purporting to retain title to goods until paid . . .
Conversely, the following facts indicate that
a transaction was not intended as security and that it constitutes a true consignment: (i)
consignor retained control over price . . . (ii) consignee "was given possession with
authority to sell only upon the express consent of [the consignor] as to the sale
price" . . . (iii) consignor may recall the goods . . . (iv) consignee "was to
receive a commission and not a profit on the sale" . . . (v) consigned property was
segregated from other property of the consignee . . . (vi) consignor was entitled to
inspect sales records and physical inventory of the goods in the consignee's possession .
. . and (vii) consignee has "no obligation to pay for the goods unless they are
sold," . . .
In re Sullivan, 103 B.R. at 795, citing with approval In
re Ide Jewelry Co., 75 B.R. at 978 (citations omitted).
Examining the facts at issue here in light of these factors leads the Court to conclude
that some type of security arrangement was intended by the Auto Auctions. Although the
evidence presented as to the actual course of dealing between the Auto Auctions and the
debtor is minimal, it appears that the debtor enjoyed significant autonomy as to the
disposition of the subject vehicles. David Hefko, debtor's president, asserted in his
affidavit that FAA and MAA knew that Associated intended to sell the cars it received from
them before they would receive payment for the cars. See Affidavit of David Hefko
at 2. As already noted, Hefko further asserted it was his understanding that the vehicles
were purchased on 45-day terms. See id. The debtor could thus presumably set
the selling price of each vehicle and retain whatever profit was realized from each sale.
There is no evidence that the Auto Auctions required the debtor to keep sale proceeds of
the cars obtained from them separate from the accounts and proceeds of the debtor. In
addition, there is no indication that the Auto Auctions' consent was required to sell any
of the subject vehicles at a particular price. Likewise, there is no showing that the
debtor was required to keep the vehicles obtained from the Auto Auctions separate from
vehicles from other sources. It is therefore likely that the subject cars as well as
proceeds from their sale were commingled with other cars and proceeds of the debtor.
Finally, as noted, every Auto Auctions' sale document before the Court contains the
notation that "[t]his vehicle [is] subject to a lien." This indicates an intent
to create a security interest. If the Auto Auctions truly believed that they were
retaining full legal title and all ownership rights in the cars, then this explicit
assertion of the existence of a lien would be unnecessary and incongruous with that
The Court holds, therefore, that the transfer of possession of the vehicles to the
debtor by the Auto Auctions, the debtor's autonomy and control over the vehicles' ultimate
sale, combined with the lien and title retention language on the sale documents, compel
the conclusion that a security agreement was intended here. The Auto Auctions intended to
transfer possession of the vehicles to the debtor for eventual sale and keep the title for
each vehicle solely for the purpose of securing payment of the amount paid to the original
The Court further finds, however, that the Auto Auctions failed to retain a valid
security interest in the vehicles transferred to the debtor. Neither MAA nor FAA has
presented any documents showing that the debtor granted either of them a security interest
in the vehicles it received from them. As already noted, the language in the documents
executed between FAA and MAA on the one hand and the debtor on the other present a very
confusing and unclear picture as to the rights between the parties. As previously shown,
the language of MAA's "Bill of Sale" documents explicitly states that title and
ownership of the subject vehicle are to remain with the seller until the car is
paid for in full. The "seller" is clearly identified on the document as the
selling dealer, not MAA.(1) This language, aside
from its actual retention of the vehicle titles, is the principal basis upon which MAA
asserts the existence of a security interest. The Court finds this language wholly
inadequate for purposes of finding a security interest in favor of MAA. The language on
FAA's documents is equally inadequate. It merely provides that "[i]f [Associated]
fails to pay [FAA] for a vehicle purchased by [Associated] through [FAA], [FAA] will be
allowed to sell the vehicle to mitigate its loss without notice to [Associated] . . .
." The wording of this provision, especially the notice provision, indicates that it
was most likely meant to cover the situation where a dealer had agreed to buy a vehicle
(the auction company having retained possession, however), and then later reneged on its
agreement. It is difficult to see how this language could apply to the current situation
where the auction transferred possession of the vehicles from Florida to a dealer in
Wisconsin. It would be very difficult for a Florida auction company to sell vehicles
located in Wisconsin without notice to the Wisconsin dealer in possession of those
vehicles. Such considerations aside, however, the Court finds the aforementioned language
in the FAA "Dealer Registration and Guaranty Agreement" to be insufficient for
purposes of finding a security agreement in favor of FAA.
Nor is the aforementioned "this vehicle subject to a lien" language contained
on both FAA's and MAA's documents, without more, sufficient to warrant a finding of a
valid security interest in favor of either auto auction.
Finally, -- as to the issue of whether the Auto Auctions retained a valid security
interest in the vehicles transferred by them to the debtor -- the Court finds that the
mere retention of possession of a vehicle's certificate of title does not automatically
result in a security interest attaching to the vehicle. See Hillman, McDonnell
& Nickles, Common Law and Equity Under the Uniform Commercial Code para. 18.07
n.310 (1985), citing Nat'l Exch. Bank of Fond du Lac v. Mann, 81 Wis. 2d
352, 260 N.W.2d 716 (1978); McDonald v. Peoples Auto Loan & Fin. Corp. of Athens,
Inc., 115 Ga. App. 483, 154 S.E.2d 886 (1967).
Even if this Court were to find a security interest in favor of the Auto Auctions, that
would still not save their objection to Bank One's motion from dismissal by this Court. As
will be seen, any security interest the Auto Auctions might have obtained would have been
unperfected and thus subordinate to the interest of Bank One. The Auto Auctions originally
conceded that Bank One possesses a perfected security interest in the debtor's inventory,
which included the vehicles at issue here. See Objection to Bank One Stevens
Point, N.A., Motion and Application of Funds for Payment of Secured Claim and Request for
Hearing at 1. In their subsequent Memorandum of Law, however, the Auto Auctions
argue that, since the debtor received no ownership rights in the vehicles, it had nothing
in which it could grant Bank One a security interest. The Auto Auctions' contradictory
assertions aside, the Court finds that the debtor did possess sufficient rights in the
vehicles to enable it to grant a security interest in them to Bank One. In defense of
their claim to the contrary, the Auto Auctions assert that, pursuant to WIS. STAT. §
409.103, ownership and status of the security interest in the cars is to be determined by
the law of Florida and Minnesota. That provision provides in relevant part:
(2) Certificate of title. (a) This subsection
applies to goods covered by a certificate of title issued under a statute of this state or
of another jurisdiction under the law of which indication of a security interest on the
certificate is required as a condition of perfection.
(b) Except as otherwise provided in this
subsection, perfection and the effect of perfection or nonperfection of the security
interest are governed by the law (including the conflict of laws rules) of the
jurisdiction issuing the certificate until 4 months after the goods are removed from that
jurisdiction and thereafter until the goods are registered in another jurisdiction, but in
any event not beyond surrender of the certificate. After the expiration of that period,
the goods are not covered by the certificate of title within the meaning of this section.
WIS. STAT. ANN. § 409.103(2) (West Supp. 1991).
This provision does indeed provide that, with certain limitations, perfection and its
effects as to a motor vehicle are to be determined under the law of the state which issued
a certificate of title for the subject vehicle. The Auto Auctions presented no evidence,
however, concerning where the vehicles transferred by FAA were titled. Without a showing
that those vehicles were titled in Florida (which is far from clear given the fact that
all of them were sold to Associated by an Alabama dealer (through FAA)), the Auto
Auctions' assertion that Florida law applies is without merit. As to the cars in which MAA
claims an interest, the submitted documents reveal that those vehicles were titled in
Minnesota, Wisconsin, Pennsylvania and Florida. The Auto Auctions' claim that Minnesota
law should apply as to the five cars in which MAA claims an interest is therefore correct
as to only two of them -- those titled in Minnesota.
The Court has examined the applicable U.C.C. provisions in the various jurisdictions
and has found no relevant distinctions with the applicable U.C.C. provisions under
Wisconsin law. The Court need not concern itself with these essentially unfounded
assertions of applicable law, however. Under any scenario examined by the Court, the Auto
Auctions have shown no evidence to establish that any security interest they might have
had in the vehicles would have been perfected.
Briefly stated, there are two methods for perfecting a security interest in motor
vehicles which are potentially applicable here. The first involves filing the normal
financing statement and is used where the debtor is a "motor vehicle dealer" (as
defined under state law) and the subject vehicles are inventory. See WIS. STAT.
ANN. § 409.302(3)(b) (West Supp. 1991).(2) The
other method, applicable in almost all other transactions involving motor vehicles as
security, is the notation by the relevant state authority of the security interest on the
individual title(s) of the vehicle(s) involved. See WIS. STAT. ANN. § 342.19 (West
1991).(3) See generally Clark, The Law
of Secured Transactions Under the Uniform Commercial Code para. 12.03 (2nd ed. 1988).
The Court need not concern itself with which one of these perfection methods is
applicable here since the Auto Auctions have provided no evidence which would support a
finding that any interest they might have had was perfected under either scenario. They
have not shown that a financing statement was filed in the appropriate forum; nor have
they shown that any security interest was noted on the title certificate for each vehicle.
Bank One, however, has shown that it filed a financing statement to perfect its
security interest pursuant to § 409.302(3)(b) of the Wisconsin statutes. The Court finds
that this was the proper method for Bank One to perfect its interest in the vehicles and
on that basis holds that the Bank does have a valid perfected security interest in the
vehicles at issue here.
One final argument needs to be briefly addressed. The Auto Auctions argue that their
alleged interest was perfected by their taking possession of the vehicles shortly before
the debtor filed bankruptcy. Since the Court has found no security interest in favor of
the Auto Auctions, there was nothing to perfect by taking possession of the cars. Even if
the Auto Auctions had had a security interest, Bank One would still have priority since
its security interest in the subject vehicles was perfected prior to the time that the
Auto Auctions took possession. See WIS. STAT. ANN. § 409.312(5)(a) (West Supp.
1991). This argument is therefore without merit.
Finally, counsel for MAA and FAA submitted a "Supplemental Memorandum of Law"
to this Court on November 20, 1991. In this memorandum, counsel for the Auto Auctions
asserts that certain provisions of the Wisconsin Administrative Code prohibited the debtor
from selling vehicles for which it did not have actual title in its possession. Aside from
the fact that this memorandum was neither requested by this Court nor timely filed, the
arguments raised therein are without merit. As pointed out by counsel for Bank One in a
response filed on November 20, 1991, the Wisconsin Administrative Code provision is
inapplicable to the present case.(4)
In summary, the Court finds that the Auto Auctions do not have a valid security
interest in the vehicles transferred by them to the debtor. The Auto Auctions thus have an
unsecured claim against the debtor's bankruptcy estate. Accordingly, Bank One's motion for
application of funds for payment of its secured claim is granted and Manheim's motion for
turnover is denied. Manheim should submit an itemization of its fees and disbursements
pursuant to its § 506(c) motion for Court approval. Any balance remaining after payment
of Bank One's secured claim against the debtor and payment of Manheim's approved fees and
disbursements will pass to the trustee for distribution pursuant to the provisions of the
This decision shall constitute findings of fact and conclusions of law pursuant to
Bankruptcy Rule 7052 and Rule 52 of the Federal Rules of Civil Procedure.
1. Other language on the document identifies MAA as the
"broker" in the transaction.
2. The relevant Florida and Minnesota statutes are Fla. Stat. §
679.302(3)(b) (1990) and Minn. Stat. § 336.9-302(3)(b)(i)(1991), respectively.
3. The relevant Florida and Minnesota Statutes are Fla. Stat. §
319.27 (1990) and Minn. Stat. § 168A.17 (1991), respectively.
4. The Administrative Code provision cited by the Auto Auctions is a
licensing provision which regulates the facilities, records, and licenses required of
Wisconsin motor vehicle dealers. The debtor's president, moreover, indicated in his
affidavit that the Auto Auctions provided him with facsimile copies of the titles to the
vehicles purchased so as to ensure compliance with such Wisconsin administrative