OFFICE OF THE ATTORNEY GENERAL OF TEXAS 

AUSTIN 
Your request cralls for a txm&mlotiorl0f 

Imllse ElKi lo. ul7# 

p" 

e0d Lw the 45th LegioXatum, 

hnown as the uCortlf oat8 of Title Aat.* 

8oathn 1 of th% bctdeolueq 

335 
336 

Honorable Lee Brady - page 3 

where there is such conflict between the old and the 

new statutes with respect to the subject matter as 

that both Acts cannot stand at the same time as the 

law upon the subject. In such a case the last Act 

will prevail as being the latest expression of the 

legislative intention. 

Section 41 declares: 

"No lien shall be valid on any 

motor vehicle which is hereafter the 

subject of a first sale, or be enforcable against any such motor vehlcle unless there is noted on the importer's or manufacturer's certiflGates, the date, name, and address 

of the mortgagee, whose rights arise 

out of or are incident to such first 

sale by reason of the execution of 

any written instrument by the transferee." 

While this section is in the form of negation, 

nevertheless, the converse of the negation is necessarily implied; that Is, that such a lien will be valid 

where the requirements of the section have been complied with. 

Section 45 declares: 

"Exposure for sale of any motor 

vehicle by the owner thereof with the 

knowledge or consent of any mortgagee 

shall not affect the right of any 

mortgagee as against all third partles.W 

When these two sections are read in connection 

with other pertinent parts of the Act, and, indeed, in 

the light of the purpose of the Act to deal broadly with 

the whole subject of liens upon motor vehicles, It Is 

clear, we think, that Article 4000 of the Revised Civil 

Statutes forbidding the making of chattel mortgages upon 

stocks of goods, wares and merchandise dally exposed to 

sale is repealed by necessary implication, insofar as 

motor vehicles are concerned. The obvious purpose of 

the Certificate of Title Act is to cover the whole field 
Honorable Lee Brady - Page 4 

of liens upon motor vehicles. The language of Sec. 

45, above quoted, is such that the old statute cannot stand in the light of the new. Motor vehicles 

have been taken out of the operation of Article 

4000.' 

The familiar rule of statutory construction is thus epitomized in 39 Tex. Jur. p. 148: 

Where it is apparent that a 

statute is intended to embrace all 

the law upon the subject with which 

it deals, it repeals all former 

laws relating to the sanm subject. 

Under this rule, a statute that 

covers the subject matter of a former law and is evidently intended 

as a substitute for It, although 

containing no express words to 

that effect, operates as a repeal 

of the former law to the extent 

that its provisions are revleed 

and its field freshly covered. Accordingly, parts of the original 

act that are omitted from the new 

legislation are to be considered 

as annulled. If the later act is 

clearly intended to prescribe the 

only rules which should govern, it 

repeals the prior statute, although 

the two are not repugnant in their 

provisions." 

Not only does the Act oontain every lndicia 

~of an intention to legislate with respect to the entire subject-matter of liens upon motor vehicles within the rule we have been discussing, but in Sec. 66 

(the emergency clause) there is specS.Pic language indicating clearly to our minds that the particular phase 

of dealers using automobile as sekurity was intended 

to be covered. The language referred to Is "the faot 

that an early adoption of this Act will operate to 

materially safeguard dealing in motor vehicles and using the same as securi'tjr.v 

The term Vdealer" Is defined to be Wny person purchasing motnr'i~hicles for resale and retail to 
Honorable Lee Brady - Page 5 

owners”, and the word "dealing", as used in the emergency 

clause, is simply another form of the word just defined. 

Such Interpretation of the term is also in keeping with 

the common understanding as to the ordinary meaning of 

the words ndealerw, ydealing", and the like. 

It must be remembered that Article 4000 of 

the statute% does not make chattel mortgages executed 

upon stocks of merchandise dally exposed to sale absolutely void -- they are only void as to Innocent purchasers, the statute being a registration statute -- 

such a mortgage is valid between the parties. It will 

further be remembered that by Act of the 43rd Legislature 

(1933) oh. 117, p. 305) (Vernon Sayles' Texas Civil 

Statutes, Article 5497a) the effect of such a chattel 

mortgage is further enlarged so as to make its registration apply to claims of other creditors. 

There Is nothing in the Title Certificate Act 

Indicating in any way that a chattel mortgage upon a 

motor vehicle inthis State Is required or,,entitled to 

be registered by the County Clerk under Articles 4000 

and 5497a of the statutes to make'them valid. 'On the 

contrary, the exact opposite of this 'is apparent, and 

thie department has in effect so held in the ruling 

hereinafter referred to. 

So that, you are respectfully advised that in 

the opinion of this department your inquiry should be 

answered in the affirmative. 

In this connection you may be interested in 

knowing that this department has heretofore construed 

the Certificate of Title &t as repealing the general 

registration statute,as to liens on motor vehlales. 

(See opinion No. O-1539 to Mr. W. E. Yancy, Count 

Auditor, Tarrant County, of date November 7, 1939 3 . 

Very truly youra 

ATTOBNEY CENE~ OF 

BY 

OS-MR Ass 

ABBBCVEUMAY.29, 1940 

CONP,DER.D li*t

ATTORNEY GENERAL OF TEXAS