OFFICE OF THE ATTORNEY GENERAL OF TEXAS AUSTIN

### Yourrequest cralls 

### fora txm&mlotiorl0f Imllse ElKilo.ul7#p"e0dLwthe45thLegioXatum, hnown as the uCortlf oat8 of Title Aat.*



### 8oathn1ofth%bctdeolueq 335

### 336

Honorable Lee Brady - page 3

where there is such conflictbetween the old and the new statuteswith respect to the subjectmatter as that both Acts cannot standat the same time as the law upon the subject. In such a case the last Act will prevail as being the latest expressionof the legislative intention.

Section 41 declares:

"No lien shallbe valid on any motor vehiclewhich is hereafter the subject of a first sale, or be enforcable against any suchmotor vehlcle unless there is noted on the importer's or manufacturer's certiflGates, the date, name, and address of themortgagee,whose rights arise out of or are incident to such first sale by reason of the execution of any written instrumentby the transferee."
While this section is in the form of negation, nevertheless, the converse of the negation is necessarily implied; that Is, that sucha 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 shallnot affect the right of any mortgagee as againstall third partles.W
When these two sectionsare 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Statutes forbidding the making of chattelmortgages upon stocks of goods,wares and merchandise dally exposed to sale is repealed by necessary implication, insofar as motor vehicles are concerned. The obviouspurpose of the Certificate of TitleAct is to cover the whole fieldHonorable 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 statutoryconstruction 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 subjectwith which it deals, it repeals all former laws relating to the sanm subject. Under this rule, a statute that covers the subjectmatter of a former law and is evidently intended as a substitutefor It, although containingno expresswords to that effect, operates as a repeal of the former law to the extent that its provisionsare revleed and its field freshly covered. Accordingly,parts of the original act that are omitted from the new legislationare to be considered as annulled. If the later act is clearly intended to prescribe the only ruleswhich should govern, it repeals the prior statute, although the two are not repugnant in their provisions."

Not only does theAct oontain every lndicia ~ofan intention to legislatewith respect to the entire subject-matterof liens upon motor vehicleswithin the rule we have been discussing,but in Sec. 66 (the emergency clause) there is specS.Pic language indicating clearly to ourminds that the particular phase of dealers using automobile as sekuritywas intended to be covered. The language referred to Is "the faot that an early adoption of this Act will operate to materially safeguarddealing inmotor vehicles and using the same as securi'tjr.v

The term Vdealer" Is defined to be Wny person purchasingmotnr'i~hicles for resale and retail toHonorableLee Brady - Page 5

owners”, and the word "dealing",as used in the emergency clause, is simply another form of the word just defined. Such Interpretationof the term is also in keepingwith the commonunderstanding as to the ordinarymeaning of the words ndealerw,ydealing", and the like.

It must be remembered that Article 4000 of the statute% does not make chattelmortgages executed upon stocks of merchandise dally exposed to sale absolutely void -- they are only void as to Innocent purchasers, the statutebeing a registration statute -- sucha mortgage is valid between the parties. It will further be remembered that by Act of the 43rd Legislature (1933) oh. 117, p. 305) (VernonSayles' 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 CertificateAct Indicating in any way that a chattelmortgage upon a motor vehicle inthis State Is required or,,entitled to be registeredby the County Clerk under Articles 4000 and 5497a of the statutes tomake'them valid. 'On the contrary, the exact opposite of this 'isapparent, and thie department has in effect so held in the ruling hereinafterreferred to.

So that, you are respectfully advised that in the opinion of this department your inquiry shouldbe answered in the affirmative.

In this connectionyoumay be interested in knowing that this departmenthas heretofore construed the Certificate of Title &t as repealing the general registration statute,as to liens onmotor vehlales. (See opinionNo. O-1539 to Mr. W. E. Yancy, Count Auditor, Tarrant County, of date November 7, 19393
. Very truly youra
ATTOBNEY CENE~ OF

BY
OS-MR Ass

ABBBCVEUMAY.29,1940
CONP,DER.D li*t;

ATTORNEY GENERAL OF TEXAS