Pledge over receivables that are resold
A group financed by Rabobank bought consumer debt portfolios and resold part of them to its own investment funds. Those funds had promised their bondholders a first-ranking pledge. On 21 July 2026 the Court of Appeal in The Hague held that the bank's pledge simply followed those receivables, and that the funds had no defence against it.
Rabobank claims a pledge over receivables sold on to funds
From 2009 Rabobank financed the DP group, which bought and collected consumer debt portfolios. The final facility agreement of 14 October 2020 provided a EUR 20 million credit until the end of 2021, secured by a first-ranking pledge over all present and future rights and receivables. Acting under the power of attorney in the deed of pledge, Rabobank pledged all of the group's receivables to itself daily by means of a global deed of pledge.
For additional funding the group set up funds that raised money through bond issues. The group bought portfolios, made a selection and resold part of them to those funds by way of undisclosed assignment. The information memoranda for the bond issues stated that the bondholders would obtain a first-ranking pledge over those receivables.
When the group failed to repay at the end of 2021, Rabobank sought a declaration that its first-ranking pledge covered the resold receivables. The District Court of Rotterdam granted it, together with an order to report the debtors on pain of a penalty. The Court of Appeal upheld that judgment. What was not in dispute is telling: the funds did not contest that the formal requirements for an undisclosed pledge under Section 3:239(1) DCC had been met. The entire fight was about the parties' intention.
Interpreting a deed of pledge starts from the widest possible security
The court interprets both the facility agreement and the deed of pledge under the Haviltex standard, under which conduct after conclusion may also count (para. 6.4). On top of that sits a consideration that largely determines the outcome: in interpreting a deed of pledge, the starting point may be that the widest possible security was intended, absent indications to the contrary (Supreme Court, 22 February 2019, cited at para. 6.6).
The argument that the pledge clause was standard wording therefore fails. The group made its business out of trading in receivables and could be taken to know the clause and its proprietary effect: on transfer, the receivables remain encumbered (para. 6.5). Anyone wishing to avoid that effect must have the deed of pledge amended.
Two of the funds' arguments founder on the facts. That Rabobank knew receivables flowed through to the funds does not mean it intended to exclude them: the information memoranda also offered the route in which the servicer purchased directly on behalf of the funds under a power of attorney, in which case the receivables would never pass through the group's estate (para. 6.13). Moreover, at the moment a receivable entered the group's estate it was not yet settled whether it would be resold. On the funds' reading it would therefore be indeterminate which receivables carried a pledge and which did not, and that indeterminacy is what makes their interpretation implausible.
Receivables are not stock within the meaning of the pledge conditions
The funds also tried the general conditions: the resold receivables were said to be trading stock, and pledged stock may be sold in the ordinary course of business. The court rejects this on the scheme of those conditions (para. 6.25). Stock is subject to a sales regime, with retention of title and a pledge over the receivables against the buyer. Receivables are subject to a collection regime: collect or set off, provided the debtors pay into the account held with the bank. It follows from that difference that receivables do not qualify as stock and therefore may not be freely sold.
No protected reliance without contact with the pledgee
The appeal to Section 3:36 DCC founders on the absence of contact. There was never any direct contact between Rabobank and the funds, so the alleged appearance cannot have been created by any statement towards them (para. 6.38). That Rabobank made no claim for years, and in December 2021 even asked for a second-ranking pledge, did not help: the 2018 consolidated accounts mentioned the pledge, the funds knew they did not acquire the receivables directly from the debtors, and they were themselves professional traders in receivables. Parties of that kind are expected to make enquiries.
Where a global deed of pledge does fail
In the decisions analysed, the reach of a global deed of pledge is attacked from three directions, and it withstands two of them. The first route is the contractual prohibition on pledging. The starting point is that such a clause has contractual effect only, so the pledge remains valid; proprietary effect requires wording that tracks Section 3:83(2) DCC, and that wording is usually absent (ECLI:NL:GHAMS:2018:3439, paras. 3.4-3.5). The second route is resale, and this judgment closes it.
The third route does succeed, and it lies in the object. A brokerage firm's order portfolio is not a property right, so the pledge does not extend to it (ECLI:NL:RBNHO:2017:7078, paras. 4.5 and 4.7), and no pledge attaches to an insurance portfolio as such (ECLI:NL:RBGEL:2018:1571). From that follows the practical rule: a global deed of pledge is not escaped by clever drafting or by rerouting the sales flow, but only where the collateral is not a pledgeable property right. The one case in the corpus in which a bank's pledge actually failed confirms this: there the money was routed around the security through a client account, which made the advising lawyer liable (ECLI:NL:HR:2020:1078).
What does this mean for financing through a fund structure?
The order of acquisition determines the ranking. If a receivable passes through the estate of the financed business, the daily global deed of pledge picks it up, and whatever is then delivered to a fund is encumbered. The court points out at para. 6.32 that the solution was available and set out in the parties' own documentation: the servicer could have bought the portfolios directly on behalf of the funds under a power of attorney. The group chose the indirect route, and the consequences fall on the funds and their bondholders.
For anyone assessing security, two concrete checks follow. Ask for a release or for an amendment to the deed of pledge when the structure is set up, rather than at the point of default; the bank had in fact granted releases in the past. And do not rely on the absence of a claim. Years of inaction, leaving the receivables out of the coverage ratio test, and even a proposal for a second ranking did not together amount to a waiver or to protected reliance. Written confirmation from the pledgee is the only thing that provides that certainty.
Frequently asked questions
Does a pledge survive the sale of a receivable?
Yes. A pledge is a proprietary right that follows the receivable. If a pledged receivable is assigned, the buyer acquires it subject to the pledge, unless the pledgee grants a release. Contractual arrangements between seller and buyer do not affect this.
What is a global deed of pledge?
It is a deed by which the bank, acting under a power of attorney in the original deed of pledge, periodically pledges to itself all receivables existing at that moment. In this case that happened daily, so newly acquired receivables fell under the pledge almost immediately.
Can a third party rely on the pledgee's inaction?
Rarely. An appeal to Section 3:36 DCC requires a statement or conduct of the pledgee that the third party was aware of and from which it could reasonably infer that no pledge existed. Without direct contact that basis is missing, and professional parties are expected to make enquiries.
Court of Appeal of The Hague, 21 July 2026, ECLI:NL:GHDHA:2026:2325
Cited case law
Supreme Court
- ECLI:NL:HR:1981:AG4158 — Haviltex: interpretation turns on the meaning the parties could reasonably attribute to each other's statements and conduct.
- ECLI:NL:HR:2019:268 — in interpreting a deed of pledge the starting point may be that the widest possible security was intended, absent indications to the contrary.
- ECLI:NL:HR:2012:BX5572 — conduct after the conclusion of an agreement may also play a role in its interpretation.
- ECLI:NL:HR:2020:1078 — advice to route a sum of money through a client account, extinguishing the bank's pledge, renders the advising lawyer liable.
Courts of Appeal
- ECLI:NL:GHDHA:2026:2325 — a pledge over all present and future receivables also covers resold receivables; receivables do not qualify as stock, and a third party without contact with the pledgee cannot invoke Section 3:36 DCC.
- ECLI:NL:GHAMS:2018:3439 — a contractual prohibition on pledging or transfer has contractual effect only in principle; proprietary effect requires wording tracking Section 3:83(2) DCC.
District Courts
- ECLI:NL:RBNHO:2017:7078 — an order portfolio is not a property right, so the bank's pledge does not extend to it.
- ECLI:NL:RBGEL:2018:1571 — no pledge can be created over an insurance portfolio as such.
- ECLI:NL:RBDHA:2025:9328 — registration of the private global deed of pledge suffices for a valid undisclosed pledge; collection is permitted only after notification.
- ECLI:NL:RBROT:2023:10759 — the judgment upheld on appeal: a broad Haviltex interpretation of the deed of pledge, so that receivables resold by the pledgor also fall under the pledge.