In re Tulsa Port Warehouse Co.

Under open-end vehicle leases with GMAC (creditor, as assignee of Chuck Naiman Buick), Tulsa Port Warehouse (debtor) paid monthly amounts equal to predetermined depreciation plus interest, obtained insurance for GMAC's benefit, paid all fees and maintenance, indemnified GMAC against loss, and — critically — was entitled to any surplus if vehicles sold for more than the agreed depreciated value at lease-end, while owing GMAC any deficit if they sold for less. GMAC never filed a financing statement, and when Tulsa filed for bankruptcy, the trustee argued the leases actually created unperfected security interests; the bankruptcy court and district court agreed, and GMAC appealed.