Elliott

MEMORANDUM *

Aerofund Financial Inc. (Aerofund) appeals the summary judgment in favor of ADT Security Systems, Inc. (ADT), and denial of its cross-motion for summary adjudication. We have jurisdiction, 28 U.S.C. § 1291 , and we affirm.

I

Aerofund contends that ADT was obligated to make payments to it on all of the accounts receivable of American Alarm Security (American) after receiving the June 1998 notices of assignment. We agree with the district court that Paragraph 2(d) of the Purchase Agreement must be read in conjunction with Paragraph 10. Construing them together, Aerofund had the authority to notify ADT to pay it directly but no right to retain monies paid on unassigned accounts unless and until American defaulted. That its ability to collect all of American’s accounts receivable (whether or not owned) was made “subject to [Aerofund’s] rights as a secured party” does not entitle Aerofund to keep monies that did not belong to it before its rights as a secured party to collateral were triggered. As ADT paid American $26,899.18 on accounts that had been assigned to Aerofund after notice but before default, Aerofund’s recovery from ADT is limited to this…