Ring v. First Niagara Bank, N.A. (In Re Sterling United, Inc.), 674 F. App'x 19

Trustee John H. Ring, III appealed dismissal of a preference claim under 11 U.S.C. § 547 seeking to avoid First Niagara’s security interests as unperfected.
First Niagara had a blanket security interest in Sterling United’s assets and filed UCC financing statements in 2005–2007 describing collateral as “All assets of the Debtor including, but not limited to, … located at or relating to the operation of the premises at 100 River Rock Drive.”
The debtor later changed address; amendments in October 2012 updated the debtor’s address but did not change the collateral description; a February 19, 2013 amendment revised the collateral description to reference the new address but was filed within 90 days of the May 17, 2013 petition and thus could not perfect additional interests under § 547(b)(4)(A).
The sole dispute: whether the original financing-statement collateral language unambiguously covered all debtor assets (including those at the new address) or was limited to assets at the 100 River Rock Drive location and therefore failed to perfect interests in assets elsewhere.
Bankruptcy and district courts held the original description was sufficient; the Second Circuit affirmed on plenary review of legal issues and clear-error review of facts.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the initial financing statement sufficiently indicated collateral to perfect a blanket security interest under N.Y. U.C.C. § 9-502/9-504	The geographic phrase limits the collateral to assets at 100 River Rock Drive, so the statement did not perfect interests in assets at the new address	The phrase “All assets… including, but not limited to” is a broad, nonexclusive designation that unambiguously covers all debtor assets regardless of location	Held for First Niagara: the description unambiguously covered all assets and was sufficient to perfect the security interest
Whether the initial financing statement was “seriously misleading” under N.Y. U.C.C. § 9-506 due to the location reference	The address makes the filing misleading as to which assets are covered	The location language was illustrative and did not limit the reach of “All assets,” so it was not seriously misleading	Held for First Niagara: not seriously misleading

Bloate v. United States, 559 U.S. 196 (2010) ("including but not limited to" is illustrative, not exhaustive)
Federal Land Bank of St. Paul v. Bismarck Lumber Co., 314 U.S. 95 (1941) ("including" connotes illustrative application of general principle)
United States v. Huber, 603 F.2d 387 (2d Cir. 1979) (lists introduced by "includes" are illustrative)
Pierre v. Providence Wash. Ins. Co., 99 N.Y.2d 222 (2002) (New York law treats "includes, but is not limited to" as nonexclusive definition)
In re Lehman Bros. Holdings Inc., 761 F.3d 303 (2d Cir. 2014) (standard of review: de novo for legal conclusions, clear error for factual findings)