Collateral description in security agreement causing UCC filing headaches
Our law firm represents a client who's dealing with a nightmare scenario. They have a security agreement from 2019 that describes collateral as 'all equipment, fixtures, and inventory now owned or hereafter acquired.' Pretty standard language, right? Well, the debtor is now claiming that certain high-value CNC machines purchased in 2023 aren't covered because they were 'specialized manufacturing equipment' not 'general equipment.' The original UCC-1 filing mirrors the security agreement language exactly, but now we're wondering if we should have been more specific. The debtor is trying to sell these machines to pay other creditors, and we're scrambling to figure out if our lien position is solid. Has anyone dealt with courts interpreting broad collateral descriptions like this? The security agreement value is around $2.8 million, so this isn't a small issue. Should we file a UCC-3 amendment to add more specific language, or would that suggest our original filing was defective?
43 comments


Ava Kim
Broad collateral descriptions are usually fine if they're not ambiguous. 'All equipment' should cover CNC machines unless there's something really unusual in your security agreement. The key is whether a reasonable person would understand what's included. Courts generally favor secured parties in these disputes if the language is clear.
0 coins
Ethan Anderson
•This is exactly right. I've seen similar cases and 'all equipment' is pretty bulletproof language. The debtor is probably just fishing for an out.
0 coins
Layla Mendes
•But what if the security agreement has other language that could create ambiguity? Sometimes there are exceptions buried in the fine print.
0 coins
Lucas Notre-Dame
Don't panic and file a UCC-3 amendment yet! That could actually hurt your position by suggesting you think the original filing was inadequate. 'All equipment' is comprehensive language that courts routinely uphold. CNC machines are definitely equipment, not some special category.
0 coins
Emma Garcia
•That's a good point about the amendment potentially weakening our position. I hadn't thought about that implication.
0 coins
Aria Park
•Agreed. Filing an amendment now looks like you're trying to fix something that was broken. Stick with your original position unless you absolutely have to.
0 coins
Noah Ali
•This is why I always use super specific collateral descriptions. Better safe than sorry, even if it makes the UCC-1 longer.
0 coins
Chloe Boulanger
I ran into something similar last year with a client. We had 'all inventory and equipment' language but the debtor claimed certain items were 'fixtures' instead of equipment. What helped us was using Certana.ai's document verification tool to upload both our security agreement and UCC-1 filing. It highlighted exactly how our collateral descriptions matched across documents and even flagged potential ambiguities we hadn't noticed. Really helped us prepare for the hearing.
0 coins
Emma Garcia
•Interesting - I hadn't heard of that tool. How does it work exactly?
0 coins
Chloe Boulanger
•You just upload your PDFs and it cross-checks everything automatically. Super quick way to verify your documents are consistent and spot any potential issues before they become problems.
0 coins
James Martinez
•Sounds like marketing spam to me. Nothing beats actually reading your own documents.
0 coins
Olivia Harris
OMG this is exactly what I'm terrified of happening with my filings! How do you even know if your collateral description is specific enough? I've been losing sleep over whether 'all business assets' is too broad for my client's UCC-1.
0 coins
Ava Kim
•All business' assets might actually be too broad in some states. You want to be comprehensive but not so vague that'it smeaningless.
0 coins
Olivia Harris
•Great, now I'm even more worried. Should I file an amendment to be more specific?
0 coins
Lucas Notre-Dame
•Depends on your state and the specific language. Don't make changes just because you're anxious though.
0 coins
Alexander Zeus
The UCC filing system is such a mess. You file exactly what the security agreement says, then some debtor comes along and tries to nitpick every word. Meanwhile the SOS offices reject filings for stupid reasons but let obviously defective ones through. It's like they're trying to make this as complicated as possible.
0 coins
Alicia Stern
•Tell me about it. I had a filing rejected because they said 'Inc.' should have been 'Incorporated' even though both appear on the debtor's articles.
0 coins
Alexander Zeus
•Exactly! But then they'll accept a filing with completely wrong collateral descriptions. There's no consistency.
0 coins
Gabriel Graham
Had a similar issue two years ago. Court ruled that 'all equipment' covered everything from office computers to manufacturing machinery. The judge said if the debtor wanted to exclude certain types of equipment, they should have negotiated that in the security agreement. Your position sounds solid.
0 coins
Emma Garcia
•That's reassuring. Do you remember which court or if there was any particular reasoning they used?
0 coins
Gabriel Graham
•It was in federal court, bankruptcy proceeding. The judge basically said 'equipment is equipment' and that CNC machines clearly fall under that category.
0 coins
Drake
•Federal courts tend to be more practical about these things. State courts can be all over the place.
0 coins
Sarah Jones
This is why I always recommend using the most specific collateral descriptions possible. Yes, 'all equipment' might work, but why risk it? I would have described it as 'all equipment including but not limited to manufacturing equipment, CNC machines, tools, and machinery.' Gives you the broad coverage plus specific examples.
0 coins
Sebastian Scott
•But doesn't that create an argument that if something isn't specifically listed, it might not be included?
0 coins
Sarah Jones
•That's why you use 'including but not limited to' language. It makes clear the list is just examples, not exhaustive.
0 coins
Lucas Notre-Dame
•I prefer keeping it simple. Too much detail can actually create more problems than it solves.
0 coins
Aria Park
The timing of this dispute is suspicious. Why is the debtor suddenly questioning the collateral description now, four years after the original filing? Sounds like they're in financial trouble and looking for any way to free up assets. That actually strengthens your position - shows they're not acting in good faith.
0 coins
Emma Garcia
•Good point. The timing definitely suggests they're trying to get out from under the lien because they need cash.
0 coins
Ava Kim
•Courts don't like debtors who try to reinterpret clear language when it becomes inconvenient for them.
0 coins
Chloe Boulanger
Just a follow-up on that document checking tool I mentioned earlier - it actually saved us from a similar dispute because it caught an inconsistency between our security agreement and UCC-1 that we fixed before filing. The debtor couldn't challenge our lien because everything was perfectly aligned. Worth checking out if you're dealing with complex collateral descriptions.
0 coins
Emily Sanjay
•I'm always skeptical of these automated tools, but if it actually prevents problems, might be worth it.
0 coins
Chloe Boulanger
•I was skeptical too, but it's just document comparison - uploads PDFs and shows you exactly where there might be issues. Pretty straightforward.
0 coins
Ethan Anderson
Bottom line - your collateral description sounds fine. 'All equipment' is standard language that courts routinely enforce. The debtor is probably just trying to muddy the waters. I'd focus on proving the CNC machines are clearly equipment (which they obviously are) rather than worrying about whether your description was specific enough.
0 coins
Emma Garcia
•Thanks, that's helpful perspective. I think we're overthinking this because of the dollar amount involved.
0 coins
Ethan Anderson
•Exactly. Big money makes everyone nervous, but the legal principles are the same whether it's $28,000 or $2.8 million.
0 coins
Jordan Walker
•Sometimes the obvious answer is the right answer. CNC machines are equipment, period.
0 coins
Natalie Adams
This whole thread reminds me why I hate dealing with UCC filings. You think you did everything right, then someone comes along and tries to poke holes in perfectly reasonable language. At least with real estate, you have a specific property description.
0 coins
Alicia Stern
•Personal property is definitely trickier than real estate. Everything moves around and changes.
0 coins
Natalie Adams
•Exactly. And then you have to worry about whether you described it right, whether it's still in the same location, whether the debtor sold it...
0 coins
Noah Ali
For what it's worth, I've never seen a court rule that CNC machines aren't equipment. They're clearly business equipment used in manufacturing. The debtor's argument sounds pretty weak to me. I think you're in good shape with your current filing.
0 coins
Emma Garcia
•That's what I was thinking too. Hard to argue CNC machines are something other than equipment.
0 coins
Elijah O'Reilly
•Maybe the debtor is arguing they're fixtures? But even that doesn't make sense for moveable machinery.
0 coins
Noah Ali
•CNC machines are definitely not fixtures. They're portable equipment, even if they're bolted down for safety.
0 coins