April 9, 2019
from the United States Bankruptcy Court for the Central
District of Illinois. Nos. 18-08003 & 17-81749 - Thomas
L. Perkins, Chief Bankruptcy Judge.
Kanne, Barrett, and Brennan, Circuit Judges.
BRENNAN, CIRCUIT JUDGE.
interlocutory bankruptcy appeal presents a matter of first
impression for our court: whether Illinois's version of
Article 9 of the Uniform Commercial Code requires a financing
statement to contain within its four corners a specific
description of secured collateral, or if incorporating a
description by reference to an unattached security agreement
sufficiently "indicates" the collateral. The
bankruptcy court ruled that a financing statement fails to
perfect a security interest unless it "contains" a
separate and additional description of the collateral. Given
the plain and ordinary meaning of the Illinois statute, and
how courts typically treat financing statements, we disagree
facts necessary to resolve this appeal are straightforward.
The debtor, 180 Equipment, LLC, is a business in Illinois
that purchased and refurbished trucks for resale. 180
Equipment obtained a commercial loan from First Midwest Bank.
To ensure repayment, the parties executed an agreement on
March 9, 2015, which granted First Midwest a security
interest in substantially all of 180 Equipment's assets.
These were described in twenty-six listed categories of
collateral, such as accounts, cash, equipment, instruments,
goods, inventory, and all proceeds of any
assets. To perfect its interest in 180
Equipment's assets, First Midwest timely filed a
financing statement with the Illinois Secretary of State. The
financing statement purported to cover "[a]ll Collateral
described in First Amended and Restated Security Agreement
dated March 9, 2015 between Debtor and Secured Party."
years later, 180 Equipment defaulted on the loan and filed a
voluntary bankruptcy petition under Chapter 7. The court
appointed a trustee to manage the bankruptcy assets. First
Midwest sued the trustee, seeking to recover $7.6 million on
the loan. It also filed a declaration that its security
interest in 180 Equipment's assets was properly perfected
and senior to the interests of all other claimants, including
the trustee. The trustee countered that First Midwest's
security interest was not properly perfected because its
financing statement did not independently describe the
underlying collateral, but instead incorporated the list of
assets by reference to the parties' security agreement.
The trustee also asserted a counterclaim to avoid First
Midwest's lien pursuant to § 544(a) of the
Bankruptcy Code. Both parties moved for judgment on the
bankruptcy court agreed with the trustee and ruled that
"[a] financing statement that fails to contain any
description of collateral fails to give the particularized
kind of notice" required by Article 9 of the UCC. With
First Midwest's consent, the trustee sold the
estate's assets for approximately $1.9 million and holds
the net proceeds pending resolution of this dispute. The
parties jointly certified under 28 U.S.C. § 158(d)(2)(A)
that an immediate appeal of the bankruptcy court's
decision to this court would materially advance the progress
of the case, and this court granted the parties'
appeal, neither the validity of the loan nor the legitimacy
of First Midwest's security interest is in question. The
trustee maintains only that First Midwest's lien is
avoidable because the financing statement failed to properly
indicate the secured collateral, and First Midwest disagrees.
review de novo questions of statutory interpretation. In
re Robinson, 811 F.3d 267, 269 (7th Cir. 2016);
United States v. Webber, 536 F.3d 584, 593 (7th Cir.
2008). When answering a novel question of state law, we look
to "relevant state precedents, analogous decisions,
considered dicta, scholarly works, and any other reliable
data tending convincingly to show how the highest court in
the state would decide the issue at hand." Pisciotta
v. Old Nat'l Bancorp, 499 F.3d 629, 635 (7th Cir.
2007). Here, we apply the UCC as interpreted by Illinois
courts and governed by Illinois law. See In re
Blanchard, 819 F.3d 981, 984 (7th Cir. 2016); see
also Helms v. Certified Packaging Corp., 551 F.3d 675,
678 (7th Cir. 2008).
Illinois courts, statutory construction starts with the
statutory language itself. People v. Grant, 52
N.E.3d 308, 313 (111. 2016). If that language-given its plain
and ordinary meaning-is clear and unambiguous,  "the court
must give it effect and should not look to extrinsic aids for
construction." In re Robinson, 811 F.3d at 269;
see also Home Star Bank & Fin. Servs. v. Emergency
Care & Health Org., 6 N.E.3d 128, 135 (111. 2014)
(when construing a statute, "[i]t is improper for a
court to depart from the plain statutory language by reading
into the statute exceptions, limitations, or conditions that
conflict" with the expressed text); LaSalle Bank
Nat'l v. Cypress Creek 1, LP, 950 N.E.2d 1109, 1113
(111. 2011) (when plain language is "clear and
unambiguous, we will apply it as written");
Webber, 536 F.3d at 593 ("When the plain
wording of the statute is clear, that is the end of the
give statutes their plain and ordinary meaning by applying
contemporaneous dictionary definitions, Landis v. Marc
Realty, LLC,919 N.E.2d 300, 304 (111. 2009), and by
reading the statutes in their entirety. Home Star
Bank, 6 N.E.3d at 135 (statutory "[w]ords and
phrases should not be viewed in isolation, but should be
considered in light of other relevant provisions of the
statute"). As the Illinois Supreme Court has explained:
"A court must view the statute as a whole, construing
words and phrases in light of other relevant statutory
provisions and not in isolation. Each word, clause, and
sentence of a statute must be given a reasonable meaning, if
possible, and should not be rendered superfluous."
People v. Perez,18 N.E.3d 41, 44 (111. 2014)
(citation omitted); see also In re Melching, 589
B.R. 846, 848-52 ...