Case Summary:
Absent a reasonably clear manifestation to create a trust, no trust relationship existed between the movant Manheim Auto Auctions and the debtor, a Wisconsin car dealership.

Absent a reasonably clear manifestation by both parties of an intent to enter into a security agreement, no security interest was given in cars transferred to debtor car dealership for sale to third parties.  Mere retention of possession of a vehicle's certificate of title does not automatically result in a security interest attaching to the vehicle.

Movant Auto Auctions failed to show that either of two potentially applicable means of perfecting their alleged security interest in vehicles transferred to debtor had been implemented by them.  Perfected security interest of floor-plan-financing bank therefore took priority over any interest Auto Auctions might have retained in the vehicles.

Statue/Rule References:
11 U.S.C. § 506(c) -- Recovery of Costs/Expenses in Disposing or Preserving Property
Wis. Stat. § 409.103 -- Perfection of Security Interests - Mobile Goods
Wis. Stat. § 409.302 -- Security Interests - Perfection

Key Terms:
Security Interests - Creation
Security Interests - Perfection
Trusts - Generally