The opinion of the court was delivered by: HARRIS
This matter is before the Court on the cross-motions for summary judgment of plaintiff Industrial Bank of Washington (IBW), defendant Officepro, Inc. (Officepro), and defendant United States Internal Revenue Service (IRS). Upon consideration of the entire record, the Court grants the motions for summary judgment of IBW and the IRS and denies Officepro's motion for summary judgment.
This is an interpleader action to determine the rights of various claimants to funds that plaintiff IBW holds in checking and escrow accounts for defendant Techmatics Technologies, Inc. (Techmatics). Techmatics was in the business of providing data processing, design engineering, software, training, and management services to federal agencies.
Beginning in 1982, IBW provided banking and financial services to Techmatics. In 1989, Techmatics fell into default on several loans from IBW. IBW filed this action to recover on the defaulted loans and to resolve its obligations to Techmatics' creditors. The complaint interpleads four subcontractors that performed Techmatics' government contracts and entered into escrow agreements with IBW. The complaint also interpleads the IRS, which filed a tax lien against Techmatics, the Maryland Small Business Development Financing Authority (MSBDFA), which guaranteed one of Techmatics' loans, and the Virginia Department of Taxation.
IBW's claim stems from three loans that it extended to Techmatics. First, on November 5, 1985, IBW loaned Techmatics $ 500,000.00 to be repaid within 84 months. The MSDBFA guaranteed the loan up to 80 percent of its face amount plus interest. In conjunction with the loan, Techmatics executed a security agreement on November 7, 1985. The security agreement granted IBW a security interest in all of Techmatics' personal property including "contract rights, accounts . . . and all proceeds thereof." IBW filed the security agreement in the financing records of the Maryland State Department of Assessments and Taxation on December 11, 1985. Techmatics repaid a portion of IBW's first loan, but in 1989 fell into default on a principal balance of $ 307,700.00.
IBW extended two additional loans to Techmatics in April 1987. The first such loan was a working capital loan in the amount of $ 150,000.00 which Techmatics renewed for one year in December 1987. The second April 1987 loan was a one-year, $ 250,000.00 line of credit which the parties extended three times in 1988. For each of the April 1987 loans, Techmatics executed a promissory note and, as collateral, assigned its right to payment under nine government contracts.
To ensure the continued priority of its security interest in Techmatics' property, IBW filed a financing statement covering its security interest in all of Techmatics' business assets, including contracts and contract rights. IBW filed the financing statement with the Maryland State Department of Assessments and Taxation on September 17, 1987, and with the Clerk of the Circuit Court of Montgomery County in Rockville, Maryland, on October 16, 1987. Techmatics paid a portion of each of the April 1987 loans but defaulted on a balance of $ 112,190.83 of the working capital loan and $ 17,243.81 of the line of credit. In total, Techmatics is in default on $ 437,134.64 of its loans from IBW.
Four of the interpleaded defendants, Vycor Corporation (Vycor), Tempest Products, Inc. (Tempest), Institute of Modern Procedures (IMP), and Officepro, were subcontractors on Techmatics' contracts with federal agencies.
Techmatics assigned its right to payment under the contracts involving those subcontractors to IBW as security for the April 1987 loans.
Vycor, Tempest, and Officepro each entered escrow agreements with Techmatics and IBW.
The escrow agreements designated IBW as escrow agent for the subcontractors and provided that the subcontractors would send invoices to IBW for payment. Thus, the federal agencies would pay IBW under the assignments, and IBW would reimburse Techmatics' subcontractors when Techmatics confirmed the invoices. IBW would disburse the remaining funds to Techmatics.
The IRS began making assessments against Techmatics and filing tax liens for unpaid income tax withholding and Federal Insurance Contributions Act (FICA) taxes in September 1987. Each time it made an assessment against Techmatics, the IRS filed a Notice of Tax Lien with the Clerk of the Circuit Court of Montgomery County. The first notice was filed on March 11, 1988, in the amount of $ 187,453.15. n6 The IRS served a Notice of Levy on IBW for all Techmatics' property and rights to property in IBW's possession on October 17, 1988. Techmatics fell into default on its loans from IBW around the same time. The Notice of Levy indicated that the IRS claimed a tax arrearage totalling $ 730,313.74.
n6 In its cross-motion for summary judgment, the IRS provided the following table of the dates and amounts of its liens against Techmatics:
Tax Assessment Date
Period Date Lien Filed Total Due
09-30-87 12-14-87 03-11-88 $ 187,453.15
12-31-87 06-13-88 08-05-88 208,102.88
03-31-88 05-10-88 08-24-88 176,673.90
06-30-88 09-12-88 08-21-88 87,908.10
09-31-88 12-26-88 Unknown 14,133.89
© 1992-2004 VersusLaw ...