## Facts

- Chapter 7 debtors Matthew Hintze and Larina Hintze signed a promissory note to Christopher James for $375,000.
- The note stated that it granted James a security interest in “all of [the Hintzes’] assets” (also phrased in the record as “all of Maker’s assets”).
- A UCC-1 financing statement was later filed that described the collateral broadly as all personal property of the debtors.
- After the bankruptcy filing, the Chapter 7 trustee, Theresa M. Bender, filed a notice of intent to sell non-exempt equity in Matthew Hintze’s business, TutoringZone, LC.
- James objected to the proposed sale, contending he held a valid, perfected security interest that reached the business equity.
- The trustee moved for summary judgment, arguing that James lacked an enforceable security interest because the note’s collateral description was too generic under Florida’s version of UCC Article 9.
- James opposed the motion, arguing that extrinsic (parol) evidence could show what assets the parties meant and that the promissory note and UCC-1 should be read together under the composite document rule.

## Issues

1. Whether a security agreement that describes collateral only as “all of the debtors’ assets” (or “all of Maker’s assets”) reasonably identifies collateral as required by Florida UCC Article 9.
2. Whether parol evidence may supply or clarify the collateral covered when the written security agreement uses only super-generic “all assets” language.
3. Whether the composite document rule permits the court to treat the promissory note and the later-filed UCC-1 financing statement as a single security agreement that satisfies Article 9.
4. Whether the Chapter 7 trustee, exercising the strong-arm power under 11 U.S.C. § 544, can defeat the creditor’s claimed lien when the security interest did not validly attach under state law.

## Decision

- The court granted the trustee’s motion for summary judgment.
- The collateral description “all of Maker’s assets” (or “all assets”) in the promissory note was not sufficient under Florida UCC Article 9 to create an enforceable security interest.
- The court rejected James’s attempt to rely on parol evidence to identify the collateral for purposes of attachment where the agreement itself did not reasonably identify it.
- The court declined to apply the composite document rule to treat the promissory note and the UCC-1 as a single, integrated security agreement; the financing statement could not cure the note’s deficient description.
- Because no enforceable security interest attached under Florida law, James did not hold a perfected security interest enforceable against the trustee, and the trustee could administer the business equity for the estate.

## Legal Principles

- Under Florida’s enactment of UCC Article 9, a security agreement must contain a collateral description that “reasonably identifies” the collateral; a super-generic description such as “all assets” is not sufficient in a security agreement.
- A financing statement may use broader, notice-type collateral descriptions, but a filed UCC-1 does not substitute for a valid security agreement that satisfies the attachment requirements.
- A creditor cannot fix an otherwise insufficient collateral description in the security agreement by offering parol evidence to define what “all assets” was intended to mean.
- Multiple writings may satisfy Article 9 only when they are sufficiently connected and show that the parties intended them to operate together as the security agreement; a later financing statement does not automatically merge with the note for this purpose.
- Under 11 U.S.C. § 544, a Chapter 7 trustee has the rights of a hypothetical lien creditor as of the petition date and may defeat a claimed security interest that is unenforceable or unperfected under applicable state law.

## Conclusion

In re Hintze holds that a promissory note granting a security interest in “all assets” does not reasonably identify collateral under Florida Article 9 and therefore does not create an enforceable security interest; neither parol evidence nor a later-filed UCC-1 financing statement can supply the missing specificity, so the Chapter 7 trustee prevails under § 544 and may treat the disputed property as unencumbered for bankruptcy administration.


In re Hintze, 525 B.R. 780 (2015)