Title 34.1, Title 34.1 — Uniform Commercial Code

Licensee of general intangible and lessee of goods in ordinary course of business. (a) In this section, "licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights o…

Priorities among conflicting security interests in and agricultural liens on same collateral. (a) Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rul…

Future advances. (a) Except as otherwise provided in subsection (c), for purposes of determining the priority of a perfected security interest under section 34.1-9-322(a)(i), perfection of the security interest dates from the time an advance is made to the extent that the securit…

Priority of purchase-money security interests. (a) Except as otherwise provided in subsection (g), a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise…

Priority of production-money security interests and agricultural liens. (a) Except as otherwise provided in subsections (c), (d) and (e), if the requirements of subsection (b) are satisfied, a perfected production-money security interest in production-money crops has priority ove…

Priority of security interests in transferred collateral. (a) Except as otherwise provided in subsection (b), a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if: (i) The debtor acquired the collateral …

Priority of security interests created by new debtor. (a) Subject to subsection (b), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective t…

Priority of security interests in deposit account. (a) The following rules govern priority among conflicting security interests in the same deposit account: (i) A security interest held by a secured party having control of the deposit account under section 34.1-9-104 has priority…

Priority of security interests in investment property. (a) The following rules govern priority among conflicting security interests in the same investment property: (i) A security interest held by a secured party having control of investment property under section 34.1-9-106 has …

Priority of security interests in letter-of-credit right. (a) The following rules govern priority among conflicting security interests in the same letter-of-credit right: (i) A security interest held by a secured party having control of the letter-of-credit right under section 34…

Priority of purchaser of chattel paper or instrument. (a) 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: (i) In good faith and in the ordinary course of th…

Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under article 8. (a) This article does not limit the rights of a holder in due course of a negotiable instrument, a…

Transfer of money; transfer of funds from deposit account. (a) A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party. (b) A transferee of funds from a deposit account …

Priority of certain liens arising by operation of law. (a) In this section, "possessory lien" means an interest, other than a security interest or an agricultural lien: (i) Which secures payment or performance of an obligation for services or materials furnished with respect to g…

Priority of security interests in fixtures and crops. (a) A security interest under this article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this article in ordinary building materials incorpora…

Accessions. (a) A security interest may be created in an accession and continues in collateral that becomes an accession. (b) If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral. (c) Except as oth…

Commingled goods. (a) 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) A security interest does not exist in commingled goods as such. However, a security interest ma…

Priority of security interests in goods covered by certificate of title. (a) If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the secu…

Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information. (a) If a security interest or agricultural lien is perfected by a filed financing statement providing information described in section 34.1-9-516(b)(…

Priority subject to subordination. This article does not preclude subordination by agreement by a person entitled to priority.

Effectiveness of right of recoupment or set-off against deposit account. (a) 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…

Bank's rights and duties with respect to deposit account. (a) Except as otherwise provided in section 34.1-9-340(c), and unless the bank otherwise agrees in an authenticated record, a bank's rights and duties with respect to a deposit account maintained with the bank are not term…

Bank's right to refuse to enter into or disclose existence of control agreement. This article does not require a bank to enter into an agreement of the kind described in section 34.1-9-104(a)(ii), even if its customer so requests or directs. A bank that has entered into such an a…

Alienability of debtor's rights. (a) Except as otherwise provided in subsection (b) and sections 34.1-9-406, 34.1-9-407, 34.1-9-408 and 34.1-9-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this article. …

Secured party not obligated on contract of debtor or in tort. 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 a…

Agreement not to assert defenses against assignee. (a) In this section, "value" has the meaning provided in section 34.1-3-303(a). (b) Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim …

Rights acquired by assignee; claims and defenses against assignee. (a) 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: (i) All terms of the agreement…

Modification of assigned contract. (a) 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 mod…

Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective. (a) Subject to subsections (b) through (j), an account debtor on an accoun…

Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest. (a) Except as otherwise provided in subsection (b), a term in a lease agreement is ineffective to the extent that it: (i) Prohibits, restricts or requires the cons…

Restrictions on assignment of promissory notes, health-care-insurance receivables and certain general intangibles ineffective. (a) 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 t…

Restrictions on assignment of letter-of-credit rights ineffective. (a) 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…

Filing office. (a) Except as otherwise provided in subsection (b), if the local law of this state 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: (i) The of…

Contents of financing statement; record of mortgage as financing statement; time of filing financing statement. (a) Subject to subsection (b), a financing statement is sufficient only if it: (i) Provides the name of the debtor; (ii) Provides the name of the secured party or a rep…

Name of debtor and secured party. (a) A financing statement sufficiently provides the name of the debtor: (i) Except as otherwise provided in paragraph (iii) of this subsection, if the debtor is a registered organization or the collateral is held in a trust that is a registered o…

Indication of collateral. (a) A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: (i) A description of the collateral pursuant to section 34.1-9-108; or (ii) An indication that the financing statement covers all assets o…

Filing and compliance with other statutes and treaties for consignments, leases, other bailments and other transactions. (a) 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 comp…

Effect of errors or omissions. (a) 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) Except as otherwise provid…

Effect of certain events on effectiveness of financing statement. (a) 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 …

Effectiveness of financing statement if new debtor becomes bound by security agreement. (a) 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 a…

Persons entitled to file a record. (a) 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: (i) The debtor authorizes the filing in an authenticated reco…

Effectiveness of filed record. (a) A filed record is effective only to the extent that it was filed by a person that may file it under section 34.1-9-509. (b) A record authorized by one (1) secured party of record does not affect the financing statement with respect to another se…

Secured party of record. (a) 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…

Amendment of financing statement. (a) Subject to section 34.1-9-509, 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 amendm…

Termination statement. (a) 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: (i) There is no obligation secured by the collateral cove…

Assignment of powers of secured party of record. (a) 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 mailing…