Norwest Bank (Norwest) made a loan of $163,000 to Rolain and his corporation that was secured by a promissory note from one of Rolain’s debtors–Owen. Because the Owen note was subject to a confidentiality agreement, Rolain and Norwest agreed to have Rolain’s attorney, Mannikko, hold the note under a written agency agreement. Rolain eventually filed for bankruptcy, and Norwest moved for partial summary judgment in the bankruptcy court declaring that it had perfected its security interest in the Owen note. The bankruptcy trustee argued that Rolain’s attorney was under Rolain’s control, and therefore, Norwest did not have possession of the Owen note. The bankruptcy court granted Norwest’s motion, the district court affirmed, and Rolain appealed to the United States Court of Appeals for the Eighth Circuit.