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November 22, 1988

Honorable Jack M. Rains Secretary of State P. 0. Box 12697 Austin, Texas 78711 Opinion No. JM-984
Re: Whether a filing with the Secretary of State isnecessary toperfect a security interest inmanufactured housing held as inventory (RQ-1469)
DearMr. Rains: You askwhether a filingwith the Secretary of State's office pursuant to chapter 9 of the Texas Business and Commerce Code (UCC) is necessary to perfect a security interest in manufactured housing held by the financer as inventory.
You direct our attention to apossible conflict in article 5221f, V.T.C.S., (theTexas Manufactured Housing Standards Act) and section 9.302 of the Business and Commerce Code relative to the perfection of security interests inmanufactured housing. Section 19(i) of article 5221f, Acts 1981, 67th Legislature, page 3088, chapter 815, section 4, effective August 31, 1981,provides:

A lien on the manufactured homes in the inventory isperfected by filing a security agreement with the department [Texas Department ofLabor and Standards] ina form that contains the information the department requires. Section 19(n) ofarticle 5221f states:

(n) The express provisions of this article supersede any conflicting provisions of the Business &Commerce Code: otherwise, the provisions of the Business & Commerce Code apply to transactions relating to manufactured housing.

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Section 9.302(c) of the Business and Commerce Code, as amended byActs 1983, 68th Legislature, chapter 290, section 8,page 1533, effective August 28, 1983,provides that the filing of a financing statement otherwise required by this chapter isnot necessary or effective toperfect a security interest inproperty.subject to

(2) the following statutes of this state
. . .the Texas Manufactured Housing Standards Act, as amended (Article 5221f, Vernon's Texas Civil Statutes): but durinq Yveriod in iild for which collateral is inventorv

sale bv a verson who is in the business of sellinu soods of that kind, the filins vrovisions of this Chavter (Subchavter D)avvlv to a security interest in that collateral created bv him as debtor: or Subchavter A. Chavter 35,Title 4.Business & Commerce Code, relatins toutility securitv instruments. (Emphasisadded.) Section 9.401 of the Business and Commerce Code requires filingwith the county clerk toperfect a security interest where certain specified items constitute the collateral. This section also contains ageneral provision requiring that the filing "in all other cases" bewith the Secretary of State. It isthe latter provision that applies to the instant scenario. Section 18of article 5221f as amended bvActs 1987, 70th Lecrislature,chapter 1134,page 3888, effective June 18, 1987,provides:

(b) Aviolation of any of the provisions of this article isadeceptive trade practice inaddition to those set forth in Section 17.50, Business &Commerce Code. The vrovisions ofall laws.varts of laws, ordinances, rules or resulations which are in conflict with any of thevrovisions of this article are suverseded and oreemoted to the extent of such conflict. (Emphasis added.) Where laws deal with the same subject matter they should beharmonized and construed together as though they were parts of the same law. Gordon v. Lake, 356 S.W.Zd 138 (Tex. 1962). When statutes are inconsistent and irreconcilable they both cannot stand at the same time. In the event of such conflict, the later expression of legislative intent controls and, to that extent repeals the earlier

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statute. State v. Easley, 404 S.W.Zd 296 Shultz v. State, 696 S.W.Zd 126 (Tex. APP. - writ ref'd n.r.e.). (Tex. 1966): Dallas 1985,
Section 18 of article 5221f as amended by the 70th Legislature is the latest enactment germane to your question. Since it provides that any laws "which are in conflict with anyprovisions ofthis article [article 5221f] are superseded and preempted to the extent of such conflict," it follows that theprovisions of article 5221 control. Thus, a lien on manufactured homes in the inventory isperfected by filing the security agreement with the Texas Department of Labor and Standards. SUMMARY
A filingwith the Secretary of State is not necessary toperfect a security interest inmanufactured housing held by the financer as inventory.

JIM MATTOX Attorney General ofTexas
MARY XELLER First Assistant Attorney General LOUMCCREARY Executive Assistant Attorney General JUDGE ZOLLIE STEAXLEY Special Assistant Attorney General RICK GILPIN Chairman, Opinion Committee Prepared by Tom G. Davis Assistant Attorney General

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