## Facts

- Industrial Credit Company (ICC) loaned Bollinger Corporation $150,000 in 1972; Bollinger signed a promissory note and a security agreement granting ICC a security interest in certain machinery and equipment, and ICC perfected by filing a financing statement.
- By December 1974, Bollinger had repaid $85,000, leaving $65,000 unpaid, and sought refinancing.
- Zimmerman & Jansen, Inc. (Z&J) agreed to lend Bollinger $150,000, including paying ICC the remaining $65,000 in exchange for ICC’s assignment of its note and security agreement to Z&J.
- Bollinger executed a new $150,000 promissory note to Z&J stating the note “is secured” by the ICC security agreement and related financing statement, and “further secured” by a security agreement to be delivered covering the same collateral.
- No separate, newly executed Z&J security agreement was ever delivered, but Z&J filed a financing statement covering the same machinery and equipment, and the parties’ documents and correspondence treated the debt as secured.
- After Bollinger entered bankruptcy, the trustee conceded Z&J was secured for $65,000 via the ICC assignment but disputed that the additional $85,000 was secured.

## Issues

1. Whether, under Pennsylvania U.C.C. § 9-203, a secured claim can exist when no standalone security agreement in favor of the creditor was signed, but multiple signed writings and related documents collectively show intent to create a security interest and describe the collateral.
2. Whether Z&J’s security interest extended to the full $150,000 refinancing loan rather than only the $65,000 assigned ICC balance.

## Decision

- The Third Circuit affirmed the district court’s reversal of the bankruptcy court.
- The court held Z&J had a valid security interest securing the entire $150,000 indebtedness.
- The court ruled that the absence of a separately executed Z&J security agreement did not defeat attachment where the transaction’s writings, read together, satisfied § 9-203’s signed-writing requirement.

## Legal Principles

- U.C.C. § 9-203’s requirement of a “security agreement” signed by the debtor may be satisfied by composite writings executed as part of the same transaction when, taken together, they evidence intent to create a security interest and adequately identify the collateral.
- A promissory note using present-tense language that the debt “is secured,” combined with a referenced and assigned prior security agreement containing the collateral description, can function as the operative grant of a security interest.
- A financing statement generally does not alone create a security interest, but it may corroborate intent and provide notice when coupled with signed writings showing a security arrangement.
- Article 9 favors enforcing clearly intended secured transactions despite technical omissions where the debtor’s signed documents and the collateral description provide the functional protections contemplated by the Code.

## Conclusion

The Third Circuit recognized a perfected security interest for the full refinancing amount because the signed promissory note, the assigned prior security agreement describing the collateral, and related filings and documentation collectively satisfied Article 9’s attachment requirements even without a separate newly executed security agreement.


In re Bollinger Corp., 614 F.2d 924 (3d Cir. 1980)