UNPUBLISHED

                     UNITED STATES COURT OF APPEALS
                         FOR THE FOURTH CIRCUIT


                               No. 03-2344



GENERAL ELECTRIC CAPITAL CORPORATION,

                                                  Plaintiff - Appellee,


           versus

GLORIA RENEW;       FRANKLIN   RACHELS;   MARGARET
GILCHRIST,

                                               Defendants - Appellants,


           and

MICHAEL R. WILLIAMS,

                                                              Defendant.


Appeal from the United States District Court for the District of
South Carolina, at Spartanburg. Terry L. Wooten, District Judge.
(CA-03-117-25-7; BK-01-10254)


Argued:   September 28, 2004                 Decided:   December 9, 2004


Before WIDENER, KING, and DUNCAN, Circuit Judges.


Affirmed by unpublished opinion. Judge Duncan wrote the opinion,
in which Judge Widener and Judge King concurred.


ARGUED: John Bush Long, TUCKER, EVERITT, LONG, BREWTON & LANIER,
Augusta, Georgia, for Appellants. Brian C. Walsh, KING & SPALDING,
L.L.P., Atlanta, Georgia, for Appellee.     ON BRIEF: Louis Saul,
Augusta, Georgia; Joseph E. Mitchell, III, Augusta, Georgia; James
T. Wilson, Jr., Augusta, Georgia, for Appellants. Sarah Robinson
Borders, Allen C. Winsor, KING & SPALDING, L.L.P., Atlanta,
Georgia, for Appellee.


Unpublished opinions are not binding precedent in this circuit.
See Local Rule 36(c).




                               2
DUNCAN, Circuit Judge:

     A    group     of    employees   of     the    now    bankrupt    Spartan

International, Inc. (“Spartan”) appeals an order resolving the

priority of liens held on Spartan’s assets.           Because we agree that

the employees’ work at a manufacturing facility in Georgia does not

entitle them to a worker’s lien under South Carolina law, we

affirm.



                                      I

     This proceeding focuses on the assets of Spartan, a company

formerly headquartered in South Carolina and primarily engaged in

textile manufacturing.         Spartan operated textile mills in six

locations,   four    in   South   Carolina    and   two    in   Georgia.   The

employees who are parties to this action worked at the King Mill

manufacturing facility in Augusta, Georgia.               With the decline of

the domestic textile industry, Spartan became unable to meet its

financial obligations and was forced to close its business.

     The events leading to this litigation began in May 2001, when

Spartan turned over the remainder of its assets to General Electric

Capital Corporation (“GE Capital”).            GE Capital had previously

extended a line of credit to Spartan, secured by substantially all

of Spartan’s assets. Spartan was initially placed into involuntary

bankruptcy in the United States Bankruptcy Court for the Southern

District of Georgia, but after a jurisdictional dispute that led to

                                      3
a change of venue, these proceedings commenced in the Bankruptcy

Court for the District of South Carolina.

        On August 31, 2001, while the underlying bankruptcy action was

still    pending      in    Georgia,    GE   Capital    brought      this   adversary

proceeding requesting a determination of the validity, priority and

extent of its liens and security interests over Spartan’s assets.

Specifically, GE Capital sought a declaratory judgment that its

lien on Spartan’s accounts receivable was superior to the claimed

liens    of     the   King    Mill     employees    relating    to    their   former

employment at the facility.              In their answer and counterclaim of

September 21, 2001, the employees argued that they were entitled to

statutory worker’s liens for outstanding overtime and vacation pay

under South Carolina and Georgia law.               See S.C. Code Ann. § 29-11-

10 and O.C.G.A. § 44-14-380.             Generally speaking, and as discussed

in greater detail below, such statutes give employees a lien on the

property of their employers for the payment of unpaid wages that is

superior to most other liens.             On February 6, 2002, the employees

moved for partial summary judgment, alleging that these statutory

worker’s liens had priority over all other claims on Spartan’s

assets, including those of GE Capital.

     On May 7, 2002, the Bankruptcy Court denied the motion for

partial    summary      judgment,      concluding      that   employees     who   work

outside the state of South Carolina are not entitled to a lien

under    S.C.    Code      Ann.   §   29-11-10   and   that   Spartan’s     accounts


                                             4
receivable do not qualify as factory “output” under the same

provision.      The   court    later   concluded    that   Georgia    law   also

provides   no   relief   for    the    employees,   as   it   does   not    allow

attachment of Spartan’s accounts receivable due to their location

in South Carolina.       These conclusions were incorporated into the

court’s November 27, 2002 final order that resolved all issues in

the proceeding.       The employees appealed this order to the United

States District Court, which affirmed the judgment on the core

reasoning of the Bankruptcy Court.            It is this decision we now

review.



                                        II

     The employees on appeal focus primarily on the interpretation

of the South Carolina worker’s lien statute.               They argue that as

Georgia employees of Spartan, they are entitled to a lien in South

Carolina on all property located in the state under S.C. Code Ann.

§ 29-11-10. In addition, they contend that accounts receivable are

part of a manufacturing facility’s “output,” thus constituting

property that can be attached under that statute.             Because we find

that the South Carolina worker’s lien statute does not apply to

workers in out-of-state manufacturing facilities, it is unnecessary

for us to determine the scope of the term “output” under the




                                        5
statute.1

     The lower courts’ interpretation of S.C. Code Ann. § 29-11-10

is a question of law that we review de novo.   U.S. v. Walters, 359

F.3d. 340, 343 (4th Cir. 2004).   S.C. Code Ann. § 29-11-10 states

that:

     All employees of factories, mines, mills, distilleries
     and every kind of manufacturing establishment of this
     State shall have a lien upon all the output of the
     factory, mine, mill, distillery or other manufacturing
     establishment by which they may be employed, either by
     the day or month, whether the contract be in writing or
     not, to the extent of such salary or wages as may be due
     and owing to them under the terms of their contract with
     the employer, such lien to take precedence over any and
     all other liens except the lien for municipal, State and
     county taxes.


By its terms, the statute creates a lien for workers who work in

facilities “of this state” that is superior to all non-tax liens.

The Bankruptcy and district courts interpreted this language as


     1
       The employees also raise a new contention on appeal that was
not addressed in the lower courts. They maintain that even if not
entitled to a lien under South Carolina law, they are entitled to
a lien under the Georgia worker’s lien statute as well. O.C.G.A.
§ 44-14-380. They argue that this lien takes priority over any
lien of GE Capital in accordance with the priority provisions of
the South Carolina statute. Absent exceptional circumstances, not
present here, we do not consider issues raised for the first time
on appeal. Williams v. Prof’l Transp. Inc., 

, 614 (4th
Cir. 2002).     Moreover, even assuming that the employees are
entitled to a lien under the Georgia statute, they have already
conceded that such a lien is subordinate to that of GE Capital
under Georgia law.      Their newly created “hybrid” scheme is
unsupported by any authority and is especially unconvincing because
the South Carolina statute does not purport to control the priority
of liens created by other states.        Rather, it controls only
priority of liens the statute itself created for employees of mills
and other manufacturing facilities located in South Carolina.

                                  6
providing a territorial limitation on the statute’s scope, allowing




                                7
it to provide such a lien only for employees that work for

facilities within the boundaries of South Carolina.

     Although the employees’ argument is often less than clear,

they assert that the South Carolina legislature’s use of the

preposition “of” in the phrase “of this state,” as opposed to the

phrase   “in    this    state,”   is   both    deliberate    and   significant.

According to the employees, the South Carolina General Assembly

could easily have limited the availability of workers’ liens to

employees located “within” the state had it chosen to do so.               The

employees urge that the term “within” connotes inclusion within a

state or area, whereas the phrase “of this state” is broader.              The

term “of,” according to the employees, connotes “derivation, origin

or   source.”          Appellants’     Reply    Br.   at    3.     Under   this

interpretation, employees claim that the availability of a worker’s

lien under S.C. Code Ann. § 29-11-10 “encompasses [employees of]

all corporations incorporated in South Carolina.” Id. Because the

statute does not specify that the property subject to the lien must

be located in South Carolina, employees further contend that they

could have liens on property produced at out-of-state facilities

and kept outside the boundaries of South Carolina.

     The employees’ argument is not compelling for two reasons.

The first has been definitively articulated by the Supreme Court of

South Carolina.        In Ex Parte First Pennsylvania Banking and Trust

Co., 

, 374 (S.C. 1966), it recognized the general


                                        8
principle that “...no law has any effect, of its own force, beyond

the territorial limits of the sovereignty from which its authority

is derived.”   The reasons for such a rule are apparent.     State

legislation that attempts to have effect beyond its territorial

limits raises, at the very least, numerous potential constitutional

issues.

     As the current version of American Jurisprudence, which the

South Carolina Supreme Court cited, states:

     Unless the intention to have a statute operate beyond the
     limits of the state or country is clearly expressed or
     indicated by its language, purpose, subject matter, or
     history, no legislation is presumed to be intended to
     operate outside the territorial jurisdiction of the state
     or country enacting it. To the contrary, the presumption
     is   that   the  statute   is   intended   to   have   no
     extraterritorial effect, but to apply only within the
     territorial jurisdiction of the state or country enacting
     it. Thus an extraterritorial effect is not to be given
     statutes by implication.


73 Am. Jur. 2d Statutes § 250.

     We are unwilling to infer the broad applicability of South

Carolina’s worker’s lien statute in the manner the employees seek

on the strength of the use of the preposition “of.”      While the

employees in this case seek a lien on property that now happens to

be located in South Carolina, to accept their interpretation of the

statute would allow workers at out-of-state facilities owned by

South Carolina corporations to have lien rights over the output of

those facilities even though located outside South Carolina’s



                                 9
borders, in violation of the prohibition against state statutes

having extraterritorial effect.

     Second,    we   are   also    given    pause   by   another    potentially

anomalous consequence of the employees’ own argument.                   If the

employees contend that South Carolina law creates liens only for

employees who work for businesses incorporated in South Carolina,

it would have the perverse result of applying its protection to

workers having no connection with the state whatsoever, solely on

the strength of their employer’s incorporation.              Simultaneously,

South    Carolina    citizens     employed    by    businesses     incorporated

elsewhere would be left unprotected.          We are unwilling to construe

section 29-11-10 in such a manner.



                                      III

        Finally, the employees argue that rather than deciding the

issue ourselves, we should certify the question as to the proper

interpretation of § 29-11-10 to the South Carolina Supreme Court.

This request was previously made to the district court, which

denied certification holding that sufficient authority exists to

make a determination as to the scope of South Carolina law.               When,

as here, there is no state law that directly addresses an issue, we

should only certify that issue to the state court “if the available

state law is clearly insufficient.”           Roe v. Doe, 

, 407

(4th Cir. 1994).     We agree with the district court’s determination


                                      10
that   sufficient    authority   exists   to   determine   the   proper

interpretation of § 29-11-10 and thus similarly deny the request

for certification.    For the foregoing reasons, the judgment of the

district court is

                                                             AFFIRMED.




                                  11