PER CURIAM:
David Walker received a loan from Plaintiff-Appellee Guaranty Bank & Trust Company to produce his 2012 crop of soybeans and corn. Guaranty took a production-money security interest in Walker's crops, and Walker later delivered these crops to Defendant-Appellant Agrex, Incorporated, d/b/a FGDI, under a series of contracts. Because Walker failed to fulfill all of his contracts with FGDI, FGDI applied a set-off to the amount it owed Walker for his crops in order to cover its losses arising from the undelivered crops. Guaranty then filed the instant action against FGDI to recover the entire amount due Walker under his contracts with FGDI and moved for summary judgment, asserting that its security interest took priority over FGDI's right to apply set-offs under the contracts. The district court granted summary judgment to Guaranty. Because FGDI took Walker's crops subject to Guaranty's security interest under the
The farming partnership Murtaugh-Walker Farms ("MWF") and Defendant-Appellant Agrex, Incorporated, d/b/a FGDI ("FGDI"), entered into four commodity futures contracts to deliver corn and soybeans in 2010. MWF determined that it could not perform these contracts and dissolved soon after. FGDI and David Walker, a farmer and former partner in MWF, agreed to assign the commodity futures contracts to Walker. Walker and FGDI further agreed to delay the required delivery of the agricultural goods until 2012. All of these contracts contained provisions allowing FGDI to apply set-offs to amounts owed to the farmer before making any payments of net proceeds. In March, June, and July of 2012, Walker entered into three additional corn commodity contracts. These contracts required delivery of agricultural goods later in 2012.
On April 12, 2012, Walker met with Plaintiff-Appellee Guaranty Bank & Trust Company ("Guaranty"). Walker signed an Agricultural Loan Agreement ("ALA"), a Promissory Note, and an Agricultural Security Agreement ("ASA"), for a production-money loan to finance his 2012 crops. This loan was secured by Walker's 2012 crops, farm products, equipment, and accounts. On April 18, 2012, Guaranty filed a financing statement with the Mississippi Secretary of State, perfecting its security interest in Walker's 2012 corn and soybean crops.
Over the course of the 2012 growing season, Walker drew over $400,000 to fund his growing operations. Following the 2012 season, Walker delivered all of his corn and soybean crops to two Mississippi grain terminals. After FGDI notified the terminals of its contracts with Walker, the terminals applied the crops to FGDI's account, and FGDI then sold the grain to the terminals. According to FGDI, Walker fulfilled all of his corn contracts, but he did not fulfill one soybean contract. For the corn contracts and fulfilled soybean contracts, FGDI concluded that it owed Walker $417,033.00. Before paying Walker, however, FGDI applied a set-off in the amount of $359,853.62, based on its loss resulting from the unfulfilled soybean contract. Guaranty, through a demand letter, requested the proceeds of Walker's 2012 crops from FGDI on February 12, 2013. Guaranty claimed that its recorded financing statement, covering Walker's 2012 crops, gave its security interest in Walker's crops priority over any interest FGDI asserted, including its set-off rights. FGDI issued a check payable to Walker and Guaranty for $57,179.38 — the difference between the amount that FGDI determined it owed Walker under the fulfilled contracts and the set-off FGDI applied because of the unfulfilled soybean contract.
On April 26, 2013, Guaranty filed suit in state court against FGDI, seeking to recover the full amount of the proceeds derived from Walker's crops, i.e., $417,033.00. FGDI removed the action to federal court on May 24, 2013, asserting diversity jurisdiction.
This court "review[s] a district court's grant of summary judgment de novo, applying the same standard on appeal as that applied below." Rogers v. Bromac Title Servs., L.L.C., 755 F.3d 347, 350 (5th Cir.2014). Summary judgment is proper "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). "A genuine dispute as to a material fact exists `if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.'" Rogers, 755 F.3d at 350 (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). "[T]his court construes `all facts and inferences in the light most favorable to the nonmoving party.'" McFaul v. Valenzuela, 684 F.3d 564, 571 (5th Cir.2012) (quoting Dillon v. Rogers, 596 F.3d 260, 266 (5th Cir.2010)).
As an initial matter, we address the nature of Guaranty's interest in the crops Walker delivered to FGDI. On April 12, 2012, Walker signed an ALA, a Promissory Note, and an ASA with Guaranty. The ASA granted Guaranty a security interest in "All Inventory, Chattel Paper, Accounts, General Intangibles, Crops, Farm Products, [and] Livestock." The ASA further provided that the collateral "include[d] any and all of [Walker's] present and future rights, title and interest in and to all crops growing or to be planted ... and all proceeds derived or to be derived therefrom." Walker used approximately $400,000 from Guaranty in the production of his 2012 crops.
Because Walker used the money obtained through his loan with Guaranty to grow crops and because this loan was secured by his crops, Walker's obligation to Guaranty was a production-money obligation and his crops were production-money crops. See Miss. Code Ann. § 75-9-102(a)(64A) ("`Production-money crops' means crops that secure a production-money obligation incurred with respect to the production of those crops."); Miss. Code Ann. § 75-9-102(a)(64B) ("`Production-money obligation' means an obligation of an obligor incurred for new value given to enable the debtor to produce crops if the value is in fact used for the production of the crops."). Therefore, Guaranty obtained a production-money security interest ("PMSI") in Walker's crops because "[a] security interest in crops is a production-money security interest to the extent that the crops are production-money crops." Miss. Code Ann. § 75-9-103A(a). Guaranty perfected its PMSI on April 18, 2012, when it filed a financing statement with the Mississippi Secretary of State, consistent with the requirements of Miss. Code Ann. §§ 75-9-310(a), 75-9-320(f).
When Guaranty perfected its PMSI by complying with Mississippi law, it also secured the protections of the Food Security Act of 1985 ("FSA"). See 7 U.S.C. §§ 1621, 1631; see generally Law of Secured Transactions Under the UCC ¶ 8.08[4][A]-[B] [hereinafter LSC] (noting that Congress passed the FSA to create consistency in the protections afforded to
The FSA provides that, in a state with an established, centralized filing system:
7 U.S.C. § 1631(e)(2). FGDI does not dispute that it failed to register with the Secretary of State prior to the purchase of the farm products here.
FGDI's arguments that the district court erred in holding that Guaranty's PMSI took priority are premised on an entirely different conception of this case from that presented by Guaranty and accepted by the district court. FGDI argues that, instead of the FSA, Miss. Code Ann. § 75-9-404 governs the instant case, under which FGDI argues that its set-off rights take priority over Guaranty's PMSI. More specifically, FGDI argues that Guaranty took a security interest through assignment of Walker's "accounts" as collateral,
Neither can we agree with FGDI that this case is governed by Miss. Code Ann. § 75-9-404 and not the FSA. On this argument, the Eighth Circuit's decision in Farm Credit Services of America, PCA v. Cargill, Inc., 750 F.3d 965 (8th Cir.2014), is instructive. In Farm Credit, the Eighth Circuit addressed a situation similar to the instant case. There, a farmer had a contract to deliver corn grown in 2010 to a buyer, and a lender made a loan to the farmer secured by that corn. Id. at 965-66. The farmer delivered only some of the corn required under the contract, and the buyer claimed that its damages "exceeded what it owe[d] [the farmer] for the corn it [did] receive." Id. at 966. The lender then brought an action in replevin to recover the corn in the buyer's possession. Id. at 965-66. The buyer argued that Nebraska's analogue to Miss. Code Ann. § 75-9-404 controlled, but the Eighth Circuit rejected that argument. Id. at 966-67. The court explained that "[the lender] sued to recover the corn (or its proceeds), not to collect on a `right to payment' such as [the farmer's] accounts receivable[, so] [Neb. Rev. Stat. U.C.C. §] 9-404 d[id] not apply."
By way of contrast to the Eighth Circuit's decision in Farm Credit, FGDI points to the South Dakota Supreme Court's decision in Consolidated Nutrition, L.C. v. IBP, Inc., 669 N.W.2d 126 (S.D.2003). There, the court held that South Dakota's analogue to Miss. Code Ann. § 75-9-404 applied and that a buyer's set-off rights took priority over a secured party's security interest in the proceeds of farm products. Id. at 133-34. However, Consolidated Nutrition is inapposite here, as the South Dakota Supreme Court there explicitly held that the FSA did not apply. See id. at 129 ("[The secured party] failed to give the notice required to protect its security interest under the FSA."). Because the FSA did not
Having determined that Guaranty's security interest takes priority over FGDI's set-off rights, we now turn to what Guaranty is entitled to recover based on this interest. Guaranty is entitled to recover the proceeds from the sale of Walker's crops because the ASA Guaranty signed with Walker includes the proceeds of Walker's crops in addition to the crops themselves.
Miss. Code Ann. § 75-9-102(a)(64). FGDI valued the crops that Walker delivered at $417,033.00 but paid only $57,179.38 after applying a set-off for the costs that it incurred because of the crops that Walker failed to deliver. FGDI argues that $57,179.38 constitutes the entirety of the "proceeds," as this was all that was "acquired upon the sale, lease, license, exchange or other disposition of collateral." Miss. Code Ann. § 75-9-102(64)(A). This argument, however, lacks force because what was "acquired upon the sale" of Walker's crops was $417,033.00.
We find support for this conclusion in the official comments to Miss. Code Ann. § 75-9-102, which provide that there is "no requirement that property be `received'... for the property to qualify as proceeds." Miss. Code Ann. § 75-9-102 cmt. 13(d). Rather, "[i]t is necessary only that the property be traceable, directly or indirectly, to the original collateral." Id. We agree with the district court that the entire $417,033.00 was traceable to Walker's 2012 crops — the original collateral. Moreover, the Eighth Circuit similarly concluded that "proceeds" include the full value of agricultural products. See Farm Credit, 750 F.3d at 967. Specifically, in stating that a secured party "sued to recover the corn (or its proceeds), not to collect on a `right to payment' such as [the farmer's] accounts receivable," id., the Eighth Circuit distinguished between a
For the foregoing reasons, the judgment of the district court is AFFIRMED.