Crocker National Bank, and T.O.S. Industries, Inc., Intervenor-Appellant v. Ideco Division of Dresser Industries, Inc.

BRIGHT, Senior Circuit Judge:

I. BACKGROUND

In this case we determine the security interests, and their relative priority, of ap-pellee Ideco Division of Dresser Industries, Inc. (Seller), the unpaid seller-manufacturer of drilling rigs; appellant T.O.S. Industries, Inc. (Buyer), who agreed to purchase the drilling rigs; and appellant Crocker National Bank (Bank), the holder of a security interest in the Buyer’s inventory.

Sometime in 1981, the Buyer agreed to purchase forty drilling rigs, their engines and control units, from the Seller. In January 1982, the Buyer informed the Seller that it…