Title 8.9A, Commercial Code — Secured Transactions

The following rules govern priority among conflicting security interests in the same deposit account: (1) A security interest held by a secured party having control of the deposit account under § 8.9A-104 has priority over a conflicting security interest held by a secured party t…

The following rules govern priority among conflicting security interests in the same investment property: (1) A security interest held by a secured party having control of investment property under § 8.9A-106 has priority over a security interest held by a secured party that does…

The following rules govern priority among conflicting security interests in the same letter-of-credit right: (1) A security interest held by a secured party having control of the letter-of-credit right under § 8.9A-107 has priority to the extent of its control over a conflicting …

(a) Purchaser's priority; security interest claimed merely as proceeds. A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if: (1) in good faith and in the ordinar…

(a) Rights under Titles 8.3A, 8.7, 8.8A, and 8.12 not limited. This title does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifyin…

(a) Transferee of tangible money. A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party. (b) Transferee of funds from d…

(a) "Possessory lien." In this section, "possessory lien" means an interest, other than a security interest or an agricultural lien: (1) which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary cou…

(a) Security interest in fixtures under this title. A security interest under this title may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this title in ordinary building materials incorporated into a…

(a) Creation of security interest in accession. A security interest may be created in an accession and continues in collateral that becomes an accession. (b) Perfection of security interest. If a security interest is perfected when the collateral becomes an accession, the securit…

(a) "Commingled goods." In this section, "commingled goods" means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass. (b) No security interest in commingled goods as such. A security interest does not exist in commi…

If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this Commonwealth issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to secur…

If a security interest or agricultural lien is perfected by a filed financing statement providing information described in § 8.9A-516 (b) (5) which is incorrect at the time the financing statement is filed: (1) the security interest or agricultural lien is subordinate to a confli…

This title does not preclude subordination by agreement by a person entitled to priority.

(a) Exercise of recoupment or set-off. Except as otherwise provided in subsection (c), a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account. (b) Recoupment o…

Except as otherwise provided in § 8.9A-340 (c), and unless the bank otherwise agrees in a signed record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by: (1) the creation, attachment, or perfectio…

This title does not require a bank to enter into an agreement of the kind described in § 8.9A-104 (a) (2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unles…

(a) Other law governs alienability; exceptions. Except as otherwise provided in subsection (b) and §§ 8.9A-406 through 8.9A-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this title. (b) Agreement does no…

The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.

(a) "Value." In this section, "value" has the meaning provided in § 8.3A-303 (a). (b) Agreement not to assert claim or defense. Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defe…

(a) Assignee's rights subject to terms, claims, and defenses; exceptions. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e), the rights of an assignee are subject to: (1) all terms of the agreem…

(a) Effect of modification on assignee. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the mo…

(a) Discharge of account debtor; effect of notification. Subject to subsections (b) through (i) and subsection (m), an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor…

(a) Term restricting assignment generally ineffective. Except as otherwise provided in subsection (b), a term in a lease agreement is ineffective to the extent that it: (1) prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or …

(a) Term restricting assignment generally ineffective. Except as otherwise provided in subsection (b), a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a co…

(a) Term or law restricting assignment generally ineffective. A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated perso…

(a) Filing offices. Except as otherwise provided in subsection (b), if the local law of the Commonwealth governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is: (1)…

(a) Sufficiency of financing statement. Subject to subsection (b), a financing statement is sufficient only if it: (1) provides the name of the debtor; (2) provides the name of the secured party or a representative of the secured party; and (3) indicates the collateral covered by…

(a) Sufficiency of debtor's name. A financing statement sufficiently provides the name of the debtor: (1) except as otherwise provided in paragraph (3), if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the …

A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: (1) a description of the collateral pursuant to § 8.9A-108; or (2) an indication that the financing statement covers all assets or all personal property.

(a) Use of terms other than "debtor" and "secured party." A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in § 8.9A-311 (a), using the…

(a) Minor errors and omissions. A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading. (b) Financing statement seriously…

(a) Disposition. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the dis…

(a) Financing statement naming original debtor. Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financ…

(a) Person entitled to file record. A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if: (1) the debtor authorizes the filing in a signed record or purs…

(a) Filed record effective if authorized. A filed record is effective only to the extent that it was filed by a person that may file it under § 8.9A-509. (b) Authorization by one secured party of record. A record authorized by one secured party of record does not affect the finan…

(a) Secured party of record. A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing…

(a) Amendment of information in financing statement. Subject to § 8.9A-509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection (e), otherwise amend the information provided in, a financing statement by filing an…

(a) Consumer goods. A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and: (1) there is no obligation secured by the collateral covered by …

(a) Assignment reflected on initial financing statement. Except as otherwise provided in subsection (c), an initial financing statement may reflect an assignment of all of the secured party's power to authorize an amendment to the financing statement by providing the name and mai…

(a) Five-year effectiveness. Except as otherwise provided in subsections (b), (e), (f), and (g), a filed financing statement is effective for a period of five years after the date of filing. (b) Public-finance or manufactured-home transaction. Except as otherwise provided in subs…

(a) What constitutes filing. Except as otherwise provided in subsection (b), communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing. (b) Refusal to accept record; filing does not occur. Filing …

The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.

(a) Statement with respect to record indexed under person's name. A person may file in the filing office an information statement with respect to a record indexed there under the person's name if the person believes that the record is inaccurate or was wrongfully filed. (b) Conte…

(a) Filing office duties. For each record filed in a filing office, the filing office shall: (1) assign a unique number to the filed record; (2) create a record that bears the number assigned to the filed record and the date and time of filing; (3) maintain the filed record for p…

(a) Mandatory refusal to accept record. A filing office shall refuse to accept a record for filing for a reason set forth in § 8.9A-516 (b) and may refuse to accept a record for filing only for a reason set forth in § 8.9A-516 (b). (b) Communication concerning refusal. If a filin…

A filing office that accepts written records may not refuse to accept a written initial financing statement, an amendment to a financing statement, or other written record in a form and format promulgated by the State Corporation Commission except for a reason set forth in § 8.9A…