Here's some helpful information for those interested. It details a typical commercial transaction and how it works:
http://smallbusiness.att.yahoo.com/...c-58-security_agreements_for_business_loans-i
Here's a typical security agreement:
http://contracts.corporate.findlaw.com/agreements/boots/geneva.security.1998.01.02.html
Note especially the following language:
"2. Grant of Security Interest. To secure all obligations now or
hereafter owing by the Debtor to the holders of the Notes under the Note
Purchase Agreements, the Notes and the other Documents, together with all
amendments, supplements or restatements of any of the foregoing obligations (all
of the foregoing obligations, collectively, the "Obligations"), the Debtor
hereby conveys, grants, transfers and assigns to the Secured Party and grants to the Secured Party
a first priority security interest in all of Debtor's right, title and interest in, to and under, the following (but excluding any Excluded
Items as hereinafter defined):"
Note the grant is of a "security interest", not title, like in a deed of trust or a pledge agreement. I imagine the tool financing companies contracts track this one closely.
Why anyone would think that granting someone a security interest in property means you no longer own the property is beyond me. Why anyone thinks a third party purchaser could be arrested for receiving stolen property is likewise beyond me. To receive stolen property requires that the property first be stolen and that you knew or really should have known that. Here, the owner OWNs his property, as surprising as that may be to some. As I have said from the beginning, this is why Texas and probably other states have enacted special criminal statutes that criminalize harming a security interest. There are federal statutes as well for items securing an SBA loan for example.
Unless the Matco agreement contains a transfer clause to transfer title of the property then Matco doesn't own it.
There is an entire course in law school on Secured Transactions Under the UCC. It is a specialty area for some lawyers. I don't know if it is big or small business. My guess is that it is a small firm practice area.
I don't know why anyone is worried about the financing company getting paid vis-a-vis some BFP for value. The UCC protects the finance company on the original sale only if Matco filed all the proper paperwork. The UCC is there to protect the commercial system, which includes buyers as well as sellers, and yes, finance companies.