Office of the Prothonotary of Lancaster County and the Department of Secretary of State of the Commonwealth of Pennsylvania on November 18, 1991 and December 9, 1991, respectively. Stipulation, P 22; Stip. Exhibit "G".
At the time of these transactions, Cook believed that Groff's companies, if permitted to operate and not liquidated, might in the future become profitable enough to participate in the repayment of the loans. Stipulation, P 27. This belief, together with liquidation proceeds of additional security given by Groff, including the five Adelvision Units that are at issue here, accorded Cook reasonable prospects of recovering his investment in the loans and of making a profit as well. Id. For these reasons, Cook, with the advice and counsel of Dougherty, has not pressed for payment of the loans nor has instituted foreclosure proceedings against Groff to date. Id.
The United States now comes before the court asserting several claims for taxes against Groff. Specifically, tax liens are claimed on the five Adelvision Units belonging to Groff, by virtue of unpaid federal taxes plus statutory additions, in the amounts and for the periods indicated below:
TYPE OF TAX PERIOD ENDING DATE ASSESSED AMOUNT
100% Penalty 03/31/87 10/31/91 $194,404.03 n1
Income 1989 12/30/91 $93,899.78
Income 1990 12/30/91 $110,444.34
Income 1988 10/20/92 $103.28
Income 1991 12/28/92 $122,043.70
Stipulation, P 28.
In addition to the above assessments, a notice of federal tax liens was filed on January 27, 1994 by the United States in Lancaster County against Groff for additional tax liabilities as follows:
TYPE OF TAX PERIOD ENDING AMOUNT
Income 1985 $343,425.44
Income 1986 $262,847.39
Income 1987 $180,456.38
Income 1988 $152,536.52
Income 1989 $88,455.95
See U.S. Exhibit "C".
On December 16, 1992, plaintiff Adelvision sold all of its assets to a third party. Adelvision originally brought this action in the Court of Common Pleas for Lancaster County, in order to establish the priority of conflicting claims to the $ 794,382.00 from the sale of the five Adelvision Units. The proceeds are now in the custody of the court. The action was removed to this court on or about February 17, 1993, and all parties have filed an answer to the plaintiff's complaint. On October 25, 1993, the plaintiff was dismissed from this action with prejudice by Stipulated Order. Also, on or about December 15, 1993, defendant Department of Labor and Industry of the Commonwealth of Pennsylvania filed a voluntary Notice of Dismissal of its claims in this matter.
Therefore, the only parties that continue to claim an interest in the Adelvision fund are the United States, Mr. Groff and Mr. Cook. We will now review remaining defendants' claims on the contested Adelvision property.
II. STANDARD FOR SUMMARY JUDGMENT
In considering a motion for summary judgment, we must examine the evidence in the light most favorable to the non-moving party and draw all reasonable inferences in favor of that party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255, 106 S. Ct. 2505, 91 L. Ed. 2d 202 (1986). The standard does not change when the issues are presented in the context of cross-motions for summary judgment. Appelmans v. City of Philadelphia, 826 F.2d 214 (3d Cir. 1987); see also, Arnold Pontiac-GMC, Inc. v. General Motors Corp., 700 F. Supp. 838, 840 (W.D. Pa. 1988).
The central issue in this case is whether Cook's interest under the Groff Agreement and Security Agreement is superior to the Internal Revenue Service's ("IRS") tax liens. The IRS claims the contested five liquidated Adelvision Units pursuant to six (6) separate federal tax liens totaling $ 1,548,616.81 filed against Groff. Cook claims the fund by virtue of a perfected security interest in the five Adelvision Units granted to him pursuant to the Groff Agreement and Security Agreement dated November 12, 1991. Groff claims the fund as the owner of the five Adelvision Units. All that remains to be decided in this action is the priority dispute among the United States, Groff and Cook.
Pursuant to the Internal Revenue Code, 26 U.S.C. § 6321, the failure of any person to pay a tax liability after demand creates a lien upon that person's property. The lien arises "at the time the assessment is made," 26 U.S.C. § 6322, and extends to all property belonging to the taxpayer. See United States v. National Bank of Commerce, 472 U.S. 713, 719-20, 105 S. Ct. 2919, 2923-24, 86 L. Ed. 2d 565 (1985); see also 21 West Lancaster Corp. v. Main Line Restaurant, Inc., 790 F.2d 354, 356 (3d Cir. 1986). A lien arising under § 6321 is afforded priority over all other unperfected liens or claims asserted against the taxpayer's property. 26 U.S.C. § 6323(a). Under § 6323(a), however, an IRS lien is ineffective against certain parties, including a "purchaser, holder of a security interest, mechanic's lien or judgment lien creditor," until the notice of the lien has been properly filed by the government. Id. ; see United States v. Pioneer American Ins. Co., 374 U.S. 84, 88, 83 S. Ct. 1651, 1654, 10 L. Ed. 2d 770, 774 (1963).
In this case, the tax liens at issue arose during a period from 1985 to 1991, or more specifically at the dates of assessment. However, only the lien notice with respect to the 100% penalty, recorded on October 21, 1991, was filed prior in time to the filing of Financing Statements that Cook claims perfected his security interest in the five Adelvision Units.
Therefore, whether the tax liens may be enforced against the proceeds of the five Adelvision Units turns on whether Cook's interest falls within one of the four exceptions enumerated in § 6323(a).
It is clear from the outset that Cook is neither a mechanic's lienholder, since his interest does not relate to "construction or improvement of  property," 26 U.S.C. § 6323(h)(2), nor a judgment lienholder, since he has not yet obtained a judgment against Groff. Thus, the court must determine whether Cook qualifies as either a "holder of a security interest" or "purchaser."
Section 6323(h)(1) defines "security interest" as follows:
The term "security interest" means any interest in property acquired by contract for the purpose of securing payment or performance of an obligation or indemnifying against loss or liability. A security interest exists at any time (A) if, at such, time, the property is in existence and the interest has become protected under local law against a subsequent judgment lien arising out of an unsecured obligation, and (B) to the extent that, at such time, the holder has parted with money or money's worth.
In the instant case, the court finds that the assignment of Groff's interest in the five Adelvision Units was obviously intended, under the Groff Agreement and Security Agreement, to secure Groff's expected indebtedness to Cook.
See Stipulation, PP 19, 20, 27. Thus, the requirement that Cook's interest be "any interest in property acquired by contract for the purpose of securing payment . . ." has been met here. Therefore, the court must go on to determine whether Cook's interest satisfies the requirements of § 6323(h)(1)(A) and (B).
Since there is no dispute as to whether the five Adelvision Units were in existence at the time of the execution of the alleged security agreement, see Stipulation, P 16, we turn directly to the question of whether such interest was protected under Pennsylvania law at the time the IRS tax liens attached. In order for a security interest to attach and be enforceable as to property under Pennsylvania law, the following events set forth in the U.C.C. must have occurred:
(1) the collateral is in the possession of the secured party pursuant to agreement, or the debtor has signed a security agreement which contains a description of the collateral;