Title: Secured Transactions Assignment 24
1Secured TransactionsAssignment 24
- Maintaining Perfection Through Relocation of
Debtor or Collateral
2The Big Picture
- Part Two The Creditor Third Party Relationship
- Chapter 6 Perfection
- Chapter 7 Maintaining Perfection
- Assignment 22 Through lapse and bankruptcy
- Assignment 23 Through changes in name,
identity and use of collateral - Assignment 24 Through interstate movements
of debtors and collateral - Chapter 8-9 Priority
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15Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
16Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Method for solving filing problems 1. Who or
what is the debtor? 2. Where is that entity
located? 3. What is that entitys name?
17Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
What entity is the debtor?
18Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
What entity is the debtor? 9-102(a)(28) Debtor
means a person having an interest . . . in the
collateral . . . whether or not the person is an
obligor.
19Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
What entity is the debtor? 9-102(a)(28) Debtor
means a person having an interest . . . in the
collateral . . . whether or not the person is an
obligor. 1-201(25). Organization means a
person other than an individual. (27). Person
means an individual, corporation . . .
partnership . . . or any other legal or
commercial entity.
20Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
What entity is the debtor? Shatner, maybe
partnership, business 9-102(a)(28) Debtor means
a person having an interest . . . in the
collateral . . . whether or not the person is an
obligor. 1-201(25). Organization means a
person other than an individual. (27). Person
means an individual, corporation . . .
partnership . . . or any other legal or
commercial entity.
21Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (Shatner)
22Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (Shatner)
- 9-307(b)(1) An individual is located at the
individuals principal residence. - Residence means personal presence at some place
of abode with no present intention of definite
and early removal
23Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (Shatner)
- Kansas, Arizona, Missouri
- 9-307(b)(1) An individual is located at the
individuals principal residence. - Residence means personal presence at some place
of abode with no present intention of definite
and early removal
24Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (partnership or
commercial entity)
25Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (partnership or
commercial entity) - 9-307(b)(3) A debtor that is an organization and
has more than one place of business is located at
its chief executive office.
26Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- In what states do we file? (partnership or
commercial entity) Missouri - 9-307(b)(3) A debtor that is an organization and
has more than one place of business is located at
its chief executive office.
27Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
b. What debtor names should be listed?
28Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
b. What debtor names should be listed?
9-503(a)(4). A financing statement
sufficiently provides a name, only if it provides
the individual or organizational name . .
29Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
b. What debtor names should be listed?
9-503(a)(4). A financing statement
sufficiently provides a name, only if it provides
the individual or organizational name .
. 9-503(c). A financing statement that provides
only the debtors trade name does not
sufficiently provide the name of the debtor.
30Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
b. What debtor names should be listed? Shatner,
Shatner Engineering 9-503(a)(4). A financing
statement sufficiently provides a name, only if
it provides the individual or organizational name
. . 9-503(c). A financing statement that
provides only the debtors trade name does not
sufficiently provide the name of the debtor.
31Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office Nevada Place of incorporation
- Three years ago, Shatner formed a Nevada
corporation under the name Shatner Engineering
Products, Inc. Now where do you file?
32Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office Nevada Place of incorporation
- Three years ago, Shatner formed a Nevada
corporation under the name Shatner Engineering
Products, Inc. Now where do you file? - 9-307(e). A registered organization that is
organized under the law of a state is located in
that State.
33Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office Nevada Place of incorporation
- Three years ago, Shatner formed a Nevada
corporation under the name Shatner Engineering
Products, Inc. Now where do you file? - 9-307(e). A registered organization that is
organized under the law of a state is located in
that State. - How do you know if the corporation owns the
collateral?
34Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common?
35Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file?
36Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? - 9-102(a)(28). Debtor means a person . . .
having an interest . . . in the collateral,
whether or not the person is an obligor.
37Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? - 9-102(a)(28). Debtor means a person . . .
having an interest . . . in the collateral,
whether or not the person is an obligor. - 9-307(b)(1). A debtor who is an individual is
located at the individuals principal residence.
38Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? - 9-102(a)(28). Debtor means a person . . .
having an interest . . . in the collateral,
whether or not the person is an obligor. - 9-307(b)(1). A debtor who is an individual is
located at the individuals principal residence.
For Louise Arizona.
39Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? In what
names? -
40Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? In what
names? - 9-503(a)(4)(A) financing statement sufficiently
provides the name of the debtor . . . only if it
provides the individual or organizational name of
the debtor . . . -
41Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
- What if Louise owns one-third as a tenant in
common? In what states do you file? In what
names? - 9-503(a)(4)(A) financing statement sufficiently
provides the name of the debtor . . . only if it
provides the individual or organizational name of
the debtor . . . - Shatner Engineering and Louise Godfrey.
42Interstate movements, 9-316(a)
Secured party
Ownership
43Interstate movements, 9-316(a)
State A
State B
Secured party
Ownership
44Interstate movements, 9-316(a)
State A
State B
Secured party
Ownership
(a) A security interest perfected . . . remains
perfected until . . . (2) . . . four months
after a change in the debtors location to
another jurisdiction.
45Interstate movements, 9-316(a)
State A
State B
Secured party
Ownership
(a) A security interest perfected . . . remains
perfected until . . . (2) . . . four months
after a change in the debtors location to
another jurisdiction.
46Interstate movements, 9-316(a)
State A
State B
Secured party
Ownership
(a) A security interest perfected . . . remains
perfected until . . .
47Interstate movements, 9-316(a)
State A
State B
Secured party
Sale
(a) A security interest perfected . . . remains
perfected until . . . (3) . . . one year after a
transfer of collateral to a person that thereby
becomes a debtor
48Interstate movements, 9-316(a)
State A
State B
Secured party
Ownership
(a) A security interest perfected . . . remains
perfected until . . . (3) . . . one year after a
transfer of collateral to a person that thereby
becomes a debtor
49Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves
50Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
S1 files State B
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter.
51Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
S1 files State B
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter.
52Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter. If the security interest does not
become perfected in that time it becomes
unperfected
53Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
Debtor files bankruptcy
Debtor files bankruptcy
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter. If the security interest does not
become perfected in that time it becomes
unperfected (It beats the first trustee, and
loses to the second.)
54Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
S3 purchases
S2 purchases
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter. If the security interest does not
become perfected in that time it becomes
unperfected and is deemed never to have been
perfected as against a purchaser of the
collateral for value.
55Interstate movements, 9-316(b)
Debtor moves to State B
S1 files State A
S3 purchases
S2 purchases
Four months
9-316(a) A security interest perfected in State
A remains perfected until . . . four months after
the debtor moves 9-316(b) If the security
interest . . . becomes perfected . . . before
the end of four months it remains perfected
thereafter. If the security interest does not
become perfected in that time it becomes
unperfected and is deemed never to have been
perfected as against a purchaser of the
collateral for value. (S1 loses to S2 and S3.)
56Problem 24.1, page 414
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Filings summary (LoPuckis personal
picks) William Shatner in Kansas, Arizona,
Missouri (residence) Louise Godfrey, Arizona
(residence) Shatner Engineering, Missouri,
Arizona (chief executive office)
57Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location.
58Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line.
59Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line. Cmt 2 The four month
and one year periods are long enough for a
secured party to discover change and reperfect
60Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line. Cmt 2 The four month
and one year periods are long enough for a
secured party to discover change and reperfect
a. On a 250,000 loan, what should Firstbank
monitor?
61Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line. Cmt 2 The four month
and one year periods are long enough for a
secured party to discover change and
reperfect a. On a 250,000 loan, what should
Firstbank monitor? How monitor principal
residence?
62Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line. Cmt 2 The four month
and one year periods are long enough for a
secured party to discover change and
reperfect a. On a 250,000 loan, what should
Firstbank monitor? How monitor principal
residence? Business ownership?
63Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Change of owner location. 9-316(a) imposes
reperfection dead- line. Cmt 2 The four month
and one year periods are long enough for a
secured party to discover change and
reperfect a. On a 250,000 loan, what should
Firstbank monitor? How monitor principal
residence? Business ownership? b. On a 25
million loan, what should Firstbank monitor?
64Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Is filing at the debtors principal residence a
good rule?
65Problem 24.2, page 415
Hawaii
Kansas
Shatners current apartment
Shatners future domicile
Arizona
Missouri
Location of the business Godfrey, business
manager Shatners summer residence, owned home
Shatners office, nerve center and chief
executive office
Is filing at the debtors principal residence a
good rule? How about filing at the debtors place
of birth?
66Problem 24.3, page 415
9-507(a). A filed financing statement remains
effective with respect to collateral that is sold
. . . .
67Problem 24.3, page 415
9-507(a). A filed financing statement remains
effective with respect to collateral that is sold
. . . . 9-316(a). A security interest perfected
where the debtor is located remains perfected
until . . . (2) . . . four months after a
change of the debtors location . . . or (3) . .
. one year after a transfer of the collateral to
a person . . . located in another jurisdiction
68Problem 24.3, page 415
Global Bank X Corp -------------?
Argon -------------? Tang
SI
Sale
(Calif)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search?
69Problem 24.3, page 415
Otherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
(Calif)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global?
70Problem 24.3, page 415
Otherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
(Calif)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a)
71Problem 24.3, page 415
Otherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
(Calif)
(Nevada)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a) Where should we search
against Argon?
72Problem 24.3, page 415
Otherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
(Calif)
(Nevada)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a) Where should we search
against Argon? Nevada.
73Problem 24.3, page 415
Anotherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
Sale
(Calif)
(Massachusetts)
(Nevada)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a) Where should we search
against Argon? Nevada. Could a filing against X
Corp be good against Global?
74Problem 24.3, page 415
Anotherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
Sale
(Calif)
(Massachusetts)
(Nevada)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a) Where should we search
against Argon? Nevada. Could a filing against X
Corp be good against Global? Could those filings
be in other states?
75Problem 24.3, page 415
Anotherbank
Global Bank X Corp -------------?
Argon -------------? Tang
SI
SI
Sale
Sale
(Calif)
(Nevada)
(Massachusetts)
We represent Global bank, lending to Tang against
the purchased assets. In what names/systems will
we search? Could a filing against Argon be good
against Global? 9-507(a) Where should we search
against Argon? Nevada. Could a filing against X
Corp be good against Global? Could those filings
be in other states? Yes, 9-316(a)(3), but sale
by the out-of-state debtor would have to be in
past year.
76Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70).
77Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70). No. 9-102(a)(76)
78Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70). No. 9-102(a)(76) Where does
Firstbank file?
79Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70). No. 9-102(a)(76) Where does
Firstbank file? 9-307(b)(3). A debtor that is
an organization and has only one place of
business is located at its place of business.
80Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70). No. 9-102(a)(76) Where does
Firstbank file? 9-307(b)(3). A debtor that is
an organization and has only one place of
business is located at its place of
business. 9-307(c). Subsection (b) applies
only if a debtors . . . chief executive office .
. . is located in a jurisdiction whose law
generally requires filing as a condition . . .
of . . .obtaining priority over the rights of a
lien creditor . . . . If subsection (b) does not
apply, the debtor is located in the District of
Columbia.
81Problem 24.4, page 415
The debtor is Afghan, Inc., an Afghanistan
corporation with its headquarters and operations
in New York. Is this a registered organization?
9-102(a)(70). No. 9-102(a)(76) Where does
Firstbank file? 9-307(b)(3). A debtor that is
an organization and has only one place of
business is located at its place of
business. 9-307(c). Subsection (b) applies
only if a debtors . . . chief executive office .
. . is located in a jurisdiction whose law
generally requires filing as a condition . . .
of . . .obtaining priority over the rights of a
lien creditor . . . . If subsection (b) does not
apply, the debtor is located in the District of
Columbia. Answer New York