SECURED TRANSACTIONS: CHECKLIST

1) Scope 2) Attachment UCC 9-203

a) Transactions 9-109 a) Agreement and
i) Security Interest i) Authenticated Record
ii) Agricultural Liens (1) Authenticated
iii) Sale of Intangibles (4) (a) Signed or
iv) Consignments (b) Symbol with intent
v) Conditional Sales 2-401; 9-109; 1-201(37) (2) Record
vi) Leases Intended as Security 1-201(37) (a) Retrievable
b) Collateral 9-102 (3) Description of Collateral
i) Tangibles (a) Reasonably identifies
(1) Goods (b) No supergeneric
(a) Consumer (c) After Acquired
(b) Equipment (d) Future Advances
(c) Inventory ii) Possession UCC 9-313
(d) Farm Products (1) Collateral: Negotiable documents, goods,
(2) Fixtures instruments, money or tangible chattel paper
ii) Intangibles (2) Possession: creditor, agent, or third party
(1) Money not the debtor or under control of debtor
(2) Investment Property iii) Control UCC 9-104 thru 9-107
(3) Commercial Tort Claims (1) Bank Accounts
(4) Chattel Paper (a) Bank
(5) Instruments (b) Agreement & Authenticated by Bank,
(a) Promissory Notes Secured Party, & Debtor
(b) Checks (c) Secured party named on account
(c) Negotiable certificates of deposits (customer)
(d) Drafts (2) Electronic Chattel Paper
(6) Bank Accounts (a) Single authoritative copy
(7) Accounts (i) Unique, identifiable, generally
(8) Documents unalterable
(9) General Intangibles (b) Identifies the secured party
c) Exclusions 9-109 (c) Sent to and maintained by secured party
i) Transactions (d) Changes only w/ participation of
(1) Non-agricultural Liens secured part
(2) Assignment of deposit accounts in consumer (e) Copies and revisions readily identifiable
transactions as copy or authorized
(3) Transfer of intangibles as part of going out b) Value (Secured Party)
of business sale or for collection purposes i) Consideration for a simple contract UCC 1-201
only c) Rights (Debtor)
(4) Transfer of single intangible, not chattel i) Ownership
paper, to satisfy preexisting debt ii) Gift
(5) Assignment of right to payment under iii) Limited UCC 2-501
contract to assignee who is obligated to (1) Identification to the contract
perform as well (2) Watch out for after acquired
ii) Collateral iv) Leasehold: Article 2A
(1) Non-fixture real estate v) Voidable Title Exception UCC 2-403
(2) Insurance except health care receivables (1) Good faith purchaser for value has rights
(3) Non-commercial tort claims and power to transfer rights
d) Attachment to Proceeds 9-315
i) SI attaches to all identifiable proceeds
ii) anything acquired upon disposition of collateral
iii) Proceeds are either cash or non-cash
iv) Lowest intermediate balance: SI follows cash
into bank account and attaches to bank account
v) Debtor spends non-proceeds first
vi) SI attaches to the (1) value of proceed or (2)
balance of account, whichever is lower
3) Perfection (4) Errors 9-506
a) Classify Collateral (a) Wrong name on FS is seriously
b) Permissible Methods misleading unless
i) Filing UCC 9-310 (b) Standard search logic would reveal
(1) Everything except Bank Accounts debtor's name
(2) Ag. Lien = Filing Only unless statute says (c) Trade names are insufficient
otherwise (5) Changes in Debtor's name 9-507
ii) Possession UCC 9-313 (a) Is seriously misleading
(1) Farm Products (b) Must amend within 4 months after
(2) Consumer goods change in name
(3) Equipment (c) If not, creditor is unperfected in all
(4) Inventory collateral acquired after the 4 month
(5) Fixtures period
(6) Documents (6) Change in Jurisdiction 9-316
(7) Certificated securities (a) Creditor becomes unperfected in all its
(8) Instruments collateral against purchasers for value
(9) Tangible chattel paper unless creditor files within 4 months
iii) Control UCC 9-314 after change in jurisdiction
(1) Deposit Accounts (Only Way) (b) Creditor only become unperfected in its
(2) Certificated Security collateral acquired after the 4 month
(3) Investment Property period is over against non-purchasers
(4) Electronic Chattel Paper (trustee in bankruptcy and lien creditor)
iv) Automatic/Temporary UCC 9-309 (7) Authorization of Financing Statement 9-509
(1) PMSI in Consumer Goods (a) Must be authorized by the debtor
(2) PMSI in Fixtures that are Consumer Goods (b) Original security agreement is
(3) Insignificant, One-Time Assignment of authorization
Single Account (c) Original security agreement authorizes
(4) Document: Temp. 20 Days all amendments to the FS
(5) Certificated Security: Temp. 20 Days (8) Duration, Continuation, and Termination: 9-
c) Filing 513 and 9-515
i) Is filing permissible (a) FS lasts for five years
(1) Filing permissible for everything but bank (b) Continuation must be done 6 months
accounts before the five year period ends
ii) What state: Debtor's location 9-301 (c) When five years is up, the FS
(1) Debtor's location 9-307 terminates
(a) Copr. = State of Incorp (d) If terminates, you are unperfected
(b) Individual = state of residence against purchasers for value (other
(c) Unincorp. = principle place of business secured creditors)
or is several, chief executive office (9) Amendments 9-512
(d) Debtor's location is place of collateral (a) Amendment must identify the initial FS
only for fixtures (b) Does not extend the five year period
iii) What Office 9-501 (c) If new collateral is added, five year
(1) Secretary of state or starts from the date of amendment
(2) Recorder of deeds for fixtures d) Other Methods
(3) Both if the collateral is equipment i) Possession 9-313
iv) Valid Filing (1) Perfect by possession
(1) Must haves 9-502 (2) Perfection lasts as long as possession
(a) Debtor's name (3) Creditor possesses
(b) SP's name (4) Creditor's agent
(c) Indication of Collateral (5) Third party Bailee Issues document
(2) Should Haves 9-516 (a) Negotiable 9-312
(a) Addresses of debtor and creditor (i) Possess the document
(b) Registration Numbers (ii) File against the document or
(c) Whether debtor is individual or (iii) File against the goods
corporation (b) Non-negotiable 9-312
(3) Fixture Filing (i) Notice to bailee
(a) Debtor & Secured party's name; (ii) Have bailee issue non-neg. doc in
indication of collateral and SP's name
(b) Statement that collateral is a fixture (iii) File against the goods
(c) Statement that FS will be filed in real (c) No Document 9-313
estate records (i) Bailee must acknowledge in
(d) Name of the owner of the real estate authenticated record
 ii) Perfect by Control 4) Priority
(1) Bank Accounts 9-104 a) General Rules 9-322
(a) Bank is secured party i) Between secured creditors, first to file or perfect
(b) Secured party is customer of bank or ii) Perfected beats unperfected
(c) Bank, secured party, and debtor agree iii) Between two unsecured creditors first to attach
that creditor controls and bank will let b) Perfection in Proceeds 9-322
him control i) If continuously perfected in original collateral,
(2) Electronic Chattel Paper perfected in proceed
(a) Single authoritative copy ii) Date relates back to perfection of original
(b) Identifies secured party as assignee collateral
(c) Sent to and maintained by secured party iii) Default rules apply
(d) Changes made only with participation c) Perfection in Future Advances
of secured party i) Date relates back to original loan unless future
(e) Copies are marked as copies advance was made during temporary perfection
(f) Revisions are marked as authorized or ii) Default rules apply
not d) Accession 9-335
iii) Automatic Perfection 9-309 i) Goods affixed to other goods
(1) PMSI Defined 9-103 ii) Default rules apply
(a) Seller finances or e) Exceptions
(b) Lender gives money to buy certain i) PMSI In equipment 9-324
collateral and debtor in fact buys that (1) Between PMSI and Non-PMSI, PMSI wins
collateral if perfected within 20 days of debtor's
(2) PMSI is consumer goods is automatically possession
perfected (2) Between conflicting PMSI
(3) Sale of a promissory note is automatically (a) Both must be perfected within 20 days
perfected of debtor's possession
(4) Assignment of a single, insignificant (b) Seller beats non-seller
account is automatically perfected (RARE) (c) If neither is a seller, first to perfect wins
iv) Temporary Perfection 9-312 ii) PMSI in Inventory and Farm Products 9-324
(1) Negotiable documents and instruments are (1) Perfect at or before debtor takes possession
automatically perfected for 20 days IF (2) Will win if gives notice to other creditors
(a) New value is give (no pre-existing debt) (3) Inventory: notice within 5 years
(b) Authenticated security agreement (4) Farm Products: notice within 6 months
e) Perfection in Proceeds 9-315 iii) Bank Accounts 9-327
i) Proceeds are automatically perfected for 20 days (1) One party will control, the other will have a
ii) Identifiable cash proceeds remain perfected after proceed interest in the bank account
the 20 days (2) Control beats non-control (non-control
iii) Non cash-proceeds are perfected after 20 days if would be the proceed interest)
(1) Creditor filed for the original collateral (3) Between two that control, the first to control
(2) Did not get the proceeds with cash and (4) Bank beats other SP perfected by control
(3) Proceed can be filed in the same office as (5) SP is customer of bank, beats everybody
the original collateral (ALWAYS MET iv) Fixtures 9-334
UNLESS THE PROCEED IS A FIXTURE) (1) Mortgage beats SI in fixtures unless
f) Perfection of Chattel Paper (a) PMSI in fixtures
i) Security Interest + Note = perfection of goods (i) Mortgage occurred before the
and payment goods became fixtures and
ii) Lease = perfection only in the payment not the (ii) Fixture filing within 20 days after
goods good became a fixture
(b) Non-PMSI in fixtures wins if
(i) Filed in real estate office before the
mortgage attached
(c) SI in readily removable fixtures wins if
goods are
(i) Offices machines
(ii) Equipment not usually used for real
property or
(iii) Replaced Domestic appliances
v) Lien Creditors 9-317 (3) Buyer of Debtor's equipment takes free if
(1) Defined: Obtains Judgment against debtor (a) Secured party authorized (9-315) or
(2) Beats unsecured creditors (b) Secured party was unperfected (9-317)
(3) Loses to secured creditors if secured creditor (4) Consumer Buyer of Consumer Debtor's
(a) Perfects before lien attaches or Consumer Goods takes free if
(b) Pre-files and one of the agreement (a) Consumer goods in the buyer and
requirements 9-203 are met seller's hand
(i) Security Agreement in (b) NO KNOWLEDGE OF ANY
authenticated record SECURITY INTEREST
(ii) Agreement and control or (c) Buyer gives value and
(iii) Agreement and possession (d) Buyer buys before secured party files
(4) Loses to security interest in future advances viii) Purchasers of Chattel Paper 9-330
if (1) If chattel paper is a proceed of inventory,
(a) Advance made within 45 days after lien buyer takes free if
attaches (a) Purchaser
(b) Advance made after 45 days without (b) In good faith
knowledge (c) Bought in the ordinary course of
(c) Lien Creditor WINS if advance made business
with actual knowledge of the lien after (d) Gives new value
45 day period (e) Possesses chattel paper
vi) Trustee in Bankruptcy Bkrtcy Code 547 (APPLY (f) Chattel paper does not indicated on its
WHEN THERE IS A TRUSTEE) face that it belongs to someone else
(1) Trustee beats all unperfected security (2) If interest in chattel paper is anything else:
interests (a) Same requirements and
(2) Preferences will be set aside if (b) Purchaser cannot know of a violation of
(a) Transfer of interest in property a security interest
(i) Transfer date ix) Purchasers of Instruments 9-330; 331
1. date of attachment if secured (1) Holder of instrument in due course beats
party perfected within 10 days everything
after attachment (2) Purchaser of instruments wins if
2. Otherwise, date of perfection (a) Purchaser
(b) Made for the benefit of a creditor (b) Good faith
(c) On account of antecedent debt (c) Takes possession
(d) While debtor was insolvent (presumed (d) Without knowledge of a violation
insolvent 90 days before the date of (e) Purchaser gives value
bankruptcy)
(e) Made within 90 days before the date of
bankruptcy AND
(f) Creditor gets more through the transfer
than they would have through
bankruptcy
(3) Exceptions to the Preference Rule
(a) PMSI perfected within 20 days of the
debtor's possession beats the trustee
(b) Inventory Exception
(i) The amount of unsecured debt on
the date of bankruptcy cannot be
less than the amount on the 90th
day before the date of bankruptcy
vii) Buyer of Goods 9-315, 320
(1) Security interest continues in collateral
(2) 9-320: Buyer of debtor's inventory takes free
if
(a) Buyer
(b) Good faith
(c) Without knowledge of a violation
(d) Buys in the ordinary course, not bulk
sales
(e) And seller/debtor is engaged in the
business of selling those goods