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Question 1 of 30
1. Question
Consider a scenario where “Prairie Wind Ranching LLC” in Casper, Wyoming, secured a loan from “First National Bank of Cheyenne” on March 1st, with the loan agreement granting the bank a security interest in a custom-built horse trailer. The trailer was properly titled in Wyoming at the time of the loan. On April 15th, Prairie Wind Ranching LLC moved the trailer to a new ranch location just across the border in Colorado, but the trailer’s Wyoming title remained in effect. On May 10th, First National Bank of Cheyenne filed a UCC-1 financing statement with the Wyoming Secretary of State. On June 1st, a third-party creditor, “Gritstone Cattle Co.”, obtained a judgment against Prairie Wind Ranching LLC and sought to attach the trailer. What is the perfection status of First National Bank of Cheyenne’s security interest in the trailer as of June 1st, and what is its priority relative to Gritstone Cattle Co.?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a motor vehicle titled in Wyoming. Under Wyoming’s Article 9, specifically Wyoming Statutes § 34.1-9-303 and § 34.1-9-311, perfection of a security interest in goods covered by a certificate of title is accomplished by compliance with the certificate of title statute. Wyoming Statute § 31-2-101 et seq. governs vehicle titling. For a vehicle to be properly titled and for a security interest to be noted on the certificate of title, the secured party must deliver the existing certificate of title, an application for a new certificate of title, and the required fees to the county clerk. If the vehicle is currently titled in Wyoming, the security interest is perfected when the secured party files the application for notation of the security interest with the appropriate county clerk, and the clerk notes the security interest on the certificate of title. If the vehicle is titled in another state and brought into Wyoming, the secured party has a grace period of four months after the vehicle becomes subject to Wyoming law to perfect its security interest in Wyoming by noting it on the certificate of title. Since the loan was made and the security interest attached on March 1st, and the vehicle was brought into Wyoming on April 15th, the four-month period for perfection in Wyoming would expire on August 15th. The filing of the financing statement with the Secretary of State of Wyoming on May 10th is generally insufficient for perfection of a security interest in a titled vehicle, as perfection must occur through the titling process. Therefore, the security interest remains unperfected until it is properly noted on the Wyoming certificate of title. The filing of the financing statement on May 10th does not cure the defect in perfection for a titled vehicle.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a motor vehicle titled in Wyoming. Under Wyoming’s Article 9, specifically Wyoming Statutes § 34.1-9-303 and § 34.1-9-311, perfection of a security interest in goods covered by a certificate of title is accomplished by compliance with the certificate of title statute. Wyoming Statute § 31-2-101 et seq. governs vehicle titling. For a vehicle to be properly titled and for a security interest to be noted on the certificate of title, the secured party must deliver the existing certificate of title, an application for a new certificate of title, and the required fees to the county clerk. If the vehicle is currently titled in Wyoming, the security interest is perfected when the secured party files the application for notation of the security interest with the appropriate county clerk, and the clerk notes the security interest on the certificate of title. If the vehicle is titled in another state and brought into Wyoming, the secured party has a grace period of four months after the vehicle becomes subject to Wyoming law to perfect its security interest in Wyoming by noting it on the certificate of title. Since the loan was made and the security interest attached on March 1st, and the vehicle was brought into Wyoming on April 15th, the four-month period for perfection in Wyoming would expire on August 15th. The filing of the financing statement with the Secretary of State of Wyoming on May 10th is generally insufficient for perfection of a security interest in a titled vehicle, as perfection must occur through the titling process. Therefore, the security interest remains unperfected until it is properly noted on the Wyoming certificate of title. The filing of the financing statement on May 10th does not cure the defect in perfection for a titled vehicle.
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Question 2 of 30
2. Question
Prairie Winds Ranch, a Wyoming-based agricultural enterprise, granted a security interest in its entire herd of Angus cattle to First National Bank of Cheyenne. The bank properly perfected its security interest by filing a financing statement in Wyoming. Without the bank’s knowledge, Prairie Winds Ranch transported fifty head of cattle to Montana and sold them to Big Sky Livestock Sales, a reputable dealer in livestock, who purchased the cattle in good faith and in the ordinary course of its business. What is the legal status of the security interest held by First National Bank of Cheyenne in the fifty head of cattle now owned by Big Sky Livestock Sales?
Correct
The scenario involves a debtor, “Prairie Winds Ranch,” located in Wyoming, who has granted a security interest in its herd of cattle to “First National Bank of Cheyenne” (secured party). The security agreement and financing statement were properly filed in Wyoming, perfecting the security interest. Subsequently, Prairie Winds Ranch moves a portion of its cattle to Montana and sells them to “Big Sky Livestock Sales,” a buyer in ordinary course of business. Under Wyoming’s Article 9, specifically focusing on the rights of a buyer in ordinary course of business (Wyo. Stat. Ann. § 34.1-9-320), a buyer in ordinary course of business generally takes free of a security interest created by its seller, even if the security interest is perfected and the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. In this case, Big Sky Livestock Sales is a buyer in ordinary course of business. There is no indication that Big Sky Livestock Sales had knowledge that the sale of the cattle by Prairie Winds Ranch was in violation of the security agreement with First National Bank of Cheyenne. Therefore, Big Sky Livestock Sales takes the cattle free and clear of First National Bank of Cheyenne’s security interest. The security interest attaches to any identifiable proceeds received by Prairie Winds Ranch from the sale, as per Wyo. Stat. Ann. § 34.1-9-315. However, the question asks about the status of the cattle in the hands of Big Sky Livestock Sales.
Incorrect
The scenario involves a debtor, “Prairie Winds Ranch,” located in Wyoming, who has granted a security interest in its herd of cattle to “First National Bank of Cheyenne” (secured party). The security agreement and financing statement were properly filed in Wyoming, perfecting the security interest. Subsequently, Prairie Winds Ranch moves a portion of its cattle to Montana and sells them to “Big Sky Livestock Sales,” a buyer in ordinary course of business. Under Wyoming’s Article 9, specifically focusing on the rights of a buyer in ordinary course of business (Wyo. Stat. Ann. § 34.1-9-320), a buyer in ordinary course of business generally takes free of a security interest created by its seller, even if the security interest is perfected and the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. In this case, Big Sky Livestock Sales is a buyer in ordinary course of business. There is no indication that Big Sky Livestock Sales had knowledge that the sale of the cattle by Prairie Winds Ranch was in violation of the security agreement with First National Bank of Cheyenne. Therefore, Big Sky Livestock Sales takes the cattle free and clear of First National Bank of Cheyenne’s security interest. The security interest attaches to any identifiable proceeds received by Prairie Winds Ranch from the sale, as per Wyo. Stat. Ann. § 34.1-9-315. However, the question asks about the status of the cattle in the hands of Big Sky Livestock Sales.
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Question 3 of 30
3. Question
Prairie Livestock Inc., a Wyoming-registered corporation with its principal place of business in Sheridan, Wyoming, procures a substantial inventory of specialized agricultural equipment on credit from “Ranching Equipment Finance LLC,” a company based in Bozeman, Montana. Ranching Equipment Finance LLC properly takes a purchase money security interest in this inventory. Ranching Equipment Finance LLC files a UCC-1 financing statement in Montana, where its principal place of business is located, but not in Wyoming. Subsequently, a creditor of Prairie Livestock Inc. in Wyoming obtains a judgment against the company and attempts to levy on the agricultural equipment. Under Wyoming’s Uniform Commercial Code, what is the status of Ranching Equipment Finance LLC’s security interest in the inventory as against the judgment creditor?
Correct
Wyoming’s adoption of Revised Article 9 of the Uniform Commercial Code governs secured transactions. A key aspect is the perfection of security interests. For purchase money security interests (PMSIs) in inventory, perfection requires both a valid security agreement and a financing statement filed before the debtor receives possession of the inventory. Furthermore, if the secured party knows that the inventory will be delivered to a debtor in Wyoming, and the debtor will be located in Wyoming, the financing statement must be filed in Wyoming. The Wyoming UCC specifies that a financing statement must be filed in the office designated by the law of the jurisdiction where the debtor is located. For a registered organization, this is the jurisdiction of organization. In this scenario, the debtor, “Prairie Livestock Inc.,” is incorporated in Wyoming. Therefore, to perfect its PMSI in the specialized agricultural equipment inventory, “Ranching Equipment Finance LLC” must file its financing statement in Wyoming. Filing in Montana, where the debtor has a place of business but not its organizational situs, would not be effective for perfection against third parties in Wyoming. The concept of “location of the debtor” is crucial for determining the correct filing office under Revised Article 9. Wyoming Statute § 34.1-9-307 dictates that for a registered organization, its location is the jurisdiction of its chief executive office or, if it has none, its jurisdiction of organization. Since Prairie Livestock Inc. is incorporated in Wyoming, its location for filing purposes is Wyoming.
Incorrect
Wyoming’s adoption of Revised Article 9 of the Uniform Commercial Code governs secured transactions. A key aspect is the perfection of security interests. For purchase money security interests (PMSIs) in inventory, perfection requires both a valid security agreement and a financing statement filed before the debtor receives possession of the inventory. Furthermore, if the secured party knows that the inventory will be delivered to a debtor in Wyoming, and the debtor will be located in Wyoming, the financing statement must be filed in Wyoming. The Wyoming UCC specifies that a financing statement must be filed in the office designated by the law of the jurisdiction where the debtor is located. For a registered organization, this is the jurisdiction of organization. In this scenario, the debtor, “Prairie Livestock Inc.,” is incorporated in Wyoming. Therefore, to perfect its PMSI in the specialized agricultural equipment inventory, “Ranching Equipment Finance LLC” must file its financing statement in Wyoming. Filing in Montana, where the debtor has a place of business but not its organizational situs, would not be effective for perfection against third parties in Wyoming. The concept of “location of the debtor” is crucial for determining the correct filing office under Revised Article 9. Wyoming Statute § 34.1-9-307 dictates that for a registered organization, its location is the jurisdiction of its chief executive office or, if it has none, its jurisdiction of organization. Since Prairie Livestock Inc. is incorporated in Wyoming, its location for filing purposes is Wyoming.
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Question 4 of 30
4. Question
Prairie Goods LLC, a Wyoming-based agricultural processor, secured a loan from Frontier Bank, with the collateral being specialized milling equipment. Frontier Bank properly filed a UCC-1 financing statement on January 15th to perfect its security interest. Prairie Goods LLC took possession of the milling equipment on February 1st. Subsequently, on February 15th, Prairie Goods LLC obtained another loan from Rocky Mountain Capital, which also took a security interest in the same milling equipment. Rocky Mountain Capital filed its UCC-1 financing statement on February 15th. What is the priority of the security interests in the milling equipment under Wyoming’s Uniform Commercial Code Article 9?
Correct
The core issue here is the priority of security interests when collateral is transferred. Wyoming Statute § 34.1-9-316(a) addresses the effect of a security agreement on a subsequent security interest in the same collateral. Specifically, it states that a security interest is subordinate to a conflicting security interest in the same collateral if all of the following apply: (1) the secured party perfected its security interest by filing a financing statement before the debtor received possession of the collateral; (2) the secured party did not know that the debtor would receive possession of the collateral more than a reasonable time before the debtor received possession; and (3) the collateral is consumer goods, and the secured party perfected its security interest by filing a financing statement. In this scenario, Frontier Bank’s security interest was perfected by filing on January 15th, which was before the debtor, “Prairie Goods LLC,” received possession of the specialized milling equipment on February 1st. Frontier Bank’s filing was a proper financing statement under Wyoming’s UCC Article 9. The equipment in question is not consumer goods; it is industrial machinery used for commercial purposes. Therefore, the exception in § 34.1-9-316(a)(3) does not apply. Frontier Bank’s prior perfection by filing before possession is obtained by the debtor is generally sufficient to establish priority over a subsequent secured party, provided no other specific rules dictate otherwise. The prompt does not indicate that Frontier Bank had knowledge of Prairie Goods LLC receiving possession more than a reasonable time before it actually did. Consequently, Frontier Bank’s security interest retains its priority.
Incorrect
The core issue here is the priority of security interests when collateral is transferred. Wyoming Statute § 34.1-9-316(a) addresses the effect of a security agreement on a subsequent security interest in the same collateral. Specifically, it states that a security interest is subordinate to a conflicting security interest in the same collateral if all of the following apply: (1) the secured party perfected its security interest by filing a financing statement before the debtor received possession of the collateral; (2) the secured party did not know that the debtor would receive possession of the collateral more than a reasonable time before the debtor received possession; and (3) the collateral is consumer goods, and the secured party perfected its security interest by filing a financing statement. In this scenario, Frontier Bank’s security interest was perfected by filing on January 15th, which was before the debtor, “Prairie Goods LLC,” received possession of the specialized milling equipment on February 1st. Frontier Bank’s filing was a proper financing statement under Wyoming’s UCC Article 9. The equipment in question is not consumer goods; it is industrial machinery used for commercial purposes. Therefore, the exception in § 34.1-9-316(a)(3) does not apply. Frontier Bank’s prior perfection by filing before possession is obtained by the debtor is generally sufficient to establish priority over a subsequent secured party, provided no other specific rules dictate otherwise. The prompt does not indicate that Frontier Bank had knowledge of Prairie Goods LLC receiving possession more than a reasonable time before it actually did. Consequently, Frontier Bank’s security interest retains its priority.
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Question 5 of 30
5. Question
Prairie Cattle Co., a ranching operation in Wyoming, secured a loan from Horizon Bank, with Horizon Bank filing a UCC-1 financing statement on January 15th, perfecting a security interest in all of Prairie Cattle Co.’s existing and after-acquired livestock. On March 10th, Prairie Cattle Co. took possession of a new herd of calves. On March 1st, Meadowlark Financial provided financing for these specific calves, taking a purchase-money security interest (PMSI) in them. Meadowlark Financial properly perfected its PMSI by filing a UCC-1 financing statement on March 2nd and, on the same day, sent a notification to Horizon Bank regarding its PMSI in the incoming inventory. Which secured party has priority concerning the new calves acquired on March 10th?
Correct
This scenario delves into the priority of security interests when a debtor defaults on multiple secured loans, particularly concerning after-acquired property. In Wyoming, as under general Article 9 of the Uniform Commercial Code, a purchase-money security interest (PMSI) in inventory generally has priority over a conflicting security interest in the same inventory if the PMSI requirements are met. Wyoming Statute § 34.1-9-324(b) outlines the conditions for PMSI priority in inventory. For a PMSI in inventory to take priority over a prior perfected security interest, the secured party must have perfected its security interest in the inventory and given the required notification to any prior secured party. The debtor must have received possession of the inventory not more than twenty days before the other secured party received possession of the collateral. In this case, Horizon Bank has a prior perfected security interest in all of “Prairie Cattle Co.’s” existing and after-acquired livestock. Meadowlark Financial’s security interest is a PMSI in the new calves acquired by Prairie Cattle Co. Meadowlark properly perfected its PMSI and provided notification to Horizon Bank on March 1st, which was before Prairie Cattle Co. received possession of the new calves on March 10th. Therefore, Meadowlark Financial’s PMSI in the new calves will have priority over Horizon Bank’s earlier-filed security interest in after-acquired livestock. The key is the proper perfection and notification for the PMSI in inventory, which is livestock in this context.
Incorrect
This scenario delves into the priority of security interests when a debtor defaults on multiple secured loans, particularly concerning after-acquired property. In Wyoming, as under general Article 9 of the Uniform Commercial Code, a purchase-money security interest (PMSI) in inventory generally has priority over a conflicting security interest in the same inventory if the PMSI requirements are met. Wyoming Statute § 34.1-9-324(b) outlines the conditions for PMSI priority in inventory. For a PMSI in inventory to take priority over a prior perfected security interest, the secured party must have perfected its security interest in the inventory and given the required notification to any prior secured party. The debtor must have received possession of the inventory not more than twenty days before the other secured party received possession of the collateral. In this case, Horizon Bank has a prior perfected security interest in all of “Prairie Cattle Co.’s” existing and after-acquired livestock. Meadowlark Financial’s security interest is a PMSI in the new calves acquired by Prairie Cattle Co. Meadowlark properly perfected its PMSI and provided notification to Horizon Bank on March 1st, which was before Prairie Cattle Co. received possession of the new calves on March 10th. Therefore, Meadowlark Financial’s PMSI in the new calves will have priority over Horizon Bank’s earlier-filed security interest in after-acquired livestock. The key is the proper perfection and notification for the PMSI in inventory, which is livestock in this context.
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Question 6 of 30
6. Question
Wyoming Cattle Ranchers Bank extends a loan to Bessie’s Bovine Bonanza, a Wyoming-based livestock company, secured by all of Bessie’s present and after-acquired cattle. As part of the loan agreement, Bessie’s Bovine Bonanza is required to maintain its operating account exclusively with Wyoming Cattle Ranchers Bank. The account agreement stipulates that any and all withdrawals or transfers from this account require the explicit authorization of the bank. This authorization mechanism is designed to ensure the bank has oversight of the company’s cash flow, which is considered part of the collateral. Subsequently, Bessie’s Bovine Bonanza files for bankruptcy. A competing lender, Frontier Finance, which had filed a financing statement covering Bessie’s cattle prior to the bankruptcy filing but did not obtain control over any deposit accounts, now claims priority over the operating account funds. Which of the following accurately describes the perfection status of Wyoming Cattle Ranchers Bank’s security interest in the deposit account?
Correct
The core issue here revolves around the perfection of a security interest in deposit accounts under Wyoming’s UCC Article 9. Wyoming, like many states, follows the general rule that a security interest in a deposit account can only be perfected by control. Control is established under Wyoming Statute § 34.1-9-104 when the secured party becomes the bank’s customer with respect to the deposit account, or when the secured party has the right to direct the disposition of the deposit account. In this scenario, the agreement between Wyoming Cattle Ranchers Bank and Bessie’s Bovine Bonanza grants the bank “automatic control” by requiring all withdrawals to be authorized by the bank. This meets the control requirement under § 34.1-9-104(a)(1) because the bank is the customer with respect to the account, or at the very least, satisfies § 34.1-9-104(a)(2) by having the right to direct the disposition of funds. Therefore, the bank’s security interest is perfected upon attachment, which occurs when the debtor has possession of the collateral (the cattle), the secured party has given value, and the debtor has rights in the collateral. The filing of a financing statement is not required for perfection in deposit accounts when control is obtained. The fact that the bank is the depositary institution for the account is crucial. The agreement’s language, requiring the bank’s authorization for any disposition, directly grants the bank control. The debtor’s bankruptcy filing does not alter the perfected status of the bank’s security interest as of the time of perfection.
Incorrect
The core issue here revolves around the perfection of a security interest in deposit accounts under Wyoming’s UCC Article 9. Wyoming, like many states, follows the general rule that a security interest in a deposit account can only be perfected by control. Control is established under Wyoming Statute § 34.1-9-104 when the secured party becomes the bank’s customer with respect to the deposit account, or when the secured party has the right to direct the disposition of the deposit account. In this scenario, the agreement between Wyoming Cattle Ranchers Bank and Bessie’s Bovine Bonanza grants the bank “automatic control” by requiring all withdrawals to be authorized by the bank. This meets the control requirement under § 34.1-9-104(a)(1) because the bank is the customer with respect to the account, or at the very least, satisfies § 34.1-9-104(a)(2) by having the right to direct the disposition of funds. Therefore, the bank’s security interest is perfected upon attachment, which occurs when the debtor has possession of the collateral (the cattle), the secured party has given value, and the debtor has rights in the collateral. The filing of a financing statement is not required for perfection in deposit accounts when control is obtained. The fact that the bank is the depositary institution for the account is crucial. The agreement’s language, requiring the bank’s authorization for any disposition, directly grants the bank control. The debtor’s bankruptcy filing does not alter the perfected status of the bank’s security interest as of the time of perfection.
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Question 7 of 30
7. Question
Frontier Bank holds a perfected security interest in a tractor owned by Mr. Henderson, used for his ranching operations in rural Wyoming. Mr. Henderson sells the tractor to Ms. Gable, a neighboring rancher, without informing Frontier Bank. Ms. Gable pays Mr. Henderson the full purchase price and begins using the tractor on her own ranch. A month later, Frontier Bank discovers the sale when Mr. Henderson’s loan payment is late. Instead of immediately pursuing Mr. Henderson or repossessing the tractor, a loan officer at Frontier Bank contacts Ms. Gable directly, explains the situation, and begins accepting monthly installment payments from Ms. Gable for the outstanding balance of Mr. Henderson’s loan, applying them to the loan. After several months of receiving these payments from Ms. Gable, Frontier Bank attempts to repossess the tractor from her possession, asserting its original security interest. Can Frontier Bank legally repossess the tractor from Ms. Gable?
Correct
The core issue here revolves around the priority of security interests when collateral is transferred and the secured party’s actions (or inactions) following that transfer. Wyoming’s adoption of UCC Article 9 governs secured transactions. When a debtor sells collateral subject to a security interest, the buyer generally takes the collateral subject to that security interest unless the secured party authorizes the sale free of the security interest, or the secured party’s interest is otherwise cut off. In this scenario, Frontier Bank has a perfected security interest in the farm equipment. When Ms. Gable purchases the tractor from Mr. Henderson, she is generally bound by Frontier Bank’s existing security interest. However, the critical fact is that Frontier Bank, after learning of the sale, accepted payments from Ms. Gable directly on the loan that was originally secured by the tractor. This action by Frontier Bank constitutes a waiver or modification of its rights as against Ms. Gable. By accepting payments from Ms. Gable, Frontier Bank impliedly consented to her taking the tractor free of its security interest, or at the very least, created an estoppel preventing it from enforcing its security interest against her in this specific transaction. Wyoming UCC § 9-401(a) discusses the effect of a transfer of collateral, stating that the rights of a transferee are subject to the security interest unless the secured party consents or is otherwise precluded from asserting its interest. Accepting payments from the new owner, without reservation, is a strong indicator of such consent or preclusion. Therefore, Frontier Bank cannot repossess the tractor from Ms. Gable. The explanation does not involve any calculations.
Incorrect
The core issue here revolves around the priority of security interests when collateral is transferred and the secured party’s actions (or inactions) following that transfer. Wyoming’s adoption of UCC Article 9 governs secured transactions. When a debtor sells collateral subject to a security interest, the buyer generally takes the collateral subject to that security interest unless the secured party authorizes the sale free of the security interest, or the secured party’s interest is otherwise cut off. In this scenario, Frontier Bank has a perfected security interest in the farm equipment. When Ms. Gable purchases the tractor from Mr. Henderson, she is generally bound by Frontier Bank’s existing security interest. However, the critical fact is that Frontier Bank, after learning of the sale, accepted payments from Ms. Gable directly on the loan that was originally secured by the tractor. This action by Frontier Bank constitutes a waiver or modification of its rights as against Ms. Gable. By accepting payments from Ms. Gable, Frontier Bank impliedly consented to her taking the tractor free of its security interest, or at the very least, created an estoppel preventing it from enforcing its security interest against her in this specific transaction. Wyoming UCC § 9-401(a) discusses the effect of a transfer of collateral, stating that the rights of a transferee are subject to the security interest unless the secured party consents or is otherwise precluded from asserting its interest. Accepting payments from the new owner, without reservation, is a strong indicator of such consent or preclusion. Therefore, Frontier Bank cannot repossess the tractor from Ms. Gable. The explanation does not involve any calculations.
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Question 8 of 30
8. Question
A Wyoming-based technology startup, “Summit Innovations Inc.,” secured a loan from “Frontier Bank” for its expansion. As collateral, Summit Innovations pledged its valuable intellectual property and its operating deposit account held at “Pioneer Trust.” Frontier Bank diligently filed a UCC-1 financing statement with the Wyoming Secretary of State covering all of Summit Innovations’ assets, including the deposit account. Subsequently, Summit Innovations defaulted on the loan. Pioneer Trust, having been informed of Frontier Bank’s security interest, asserts its own claim to the funds in the deposit account. Which of the following accurately describes the perfection status of Frontier Bank’s security interest in the deposit account under Wyoming’s Article 9?
Correct
In Wyoming, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is governed by specific rules. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the deposit account. Wyoming, following the UCC, does not permit perfection of a security interest in a deposit account by filing a financing statement. The UCC § 9-312(b) explicitly states that filing is not effective to perfect a security interest in deposit accounts. Therefore, if a secured party files a financing statement but does not obtain control over the deposit account, their security interest remains unperfected with respect to that collateral. This distinction is crucial because an unperfected security interest is subordinate to the rights of a buyer of collateral that has possession, and in insolvency proceedings, it is subordinate to the rights of a trustee in bankruptcy. The bank holding the deposit account, by virtue of its control, generally has priority over other secured creditors who have not obtained control, even if those other creditors have an earlier-filed financing statement covering the deposit account. The question tests the understanding that filing is insufficient for perfection in deposit accounts, and control is the exclusive method.
Incorrect
In Wyoming, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is governed by specific rules. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the deposit account. Wyoming, following the UCC, does not permit perfection of a security interest in a deposit account by filing a financing statement. The UCC § 9-312(b) explicitly states that filing is not effective to perfect a security interest in deposit accounts. Therefore, if a secured party files a financing statement but does not obtain control over the deposit account, their security interest remains unperfected with respect to that collateral. This distinction is crucial because an unperfected security interest is subordinate to the rights of a buyer of collateral that has possession, and in insolvency proceedings, it is subordinate to the rights of a trustee in bankruptcy. The bank holding the deposit account, by virtue of its control, generally has priority over other secured creditors who have not obtained control, even if those other creditors have an earlier-filed financing statement covering the deposit account. The question tests the understanding that filing is insufficient for perfection in deposit accounts, and control is the exclusive method.
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Question 9 of 30
9. Question
Mountain Capital, a lender in Cheyenne, Wyoming, provided financing for a new inventory purchase by “Prairie Goods,” a retail business. Mountain Capital properly perfected its purchase-money security interest (PMSI) in the inventory on April 15th. On May 1st, Mountain Capital sent an authenticated notification to Glacier Bank, a pre-existing secured creditor of Prairie Goods that had a previously filed financing statement covering all of Prairie Goods’ inventory, stating that Mountain Capital expected to acquire a PMSI in Prairie Goods’ inventory, including after-acquired inventory. Prairie Goods received possession of the new inventory on June 1st. Which secured party has priority in the newly acquired inventory?
Correct
The core issue here is determining the priority of security interests when a debtor has granted multiple security interests in the same collateral, and one of those interests is a purchase-money security interest (PMSI). Under Wyoming’s adoption of UCC Article 9, a PMSI in inventory generally has priority over a conflicting security interest in the same inventory if the PMSI holder meets specific notification requirements. Wyoming Statute § 34.1-9-324(b) outlines these requirements. The secured party with the PMSI must have perfected its security interest before the debtor receives possession of the inventory. Crucially, the PMSI holder must also have given an authenticated notification to any other secured party who previously filed a financing statement covering the same inventory. This notification must state that the PMSI holder expects to acquire a PMSI in inventory of the debtor, including after-acquired inventory. The notification must be sent within five years before the debtor receives possession of the inventory. In this scenario, Glacier Bank has a prior perfected security interest. Mountain Capital, the PMSI holder, perfected its interest and then sent the required notification to Glacier Bank. The notification was sent on May 1st, and the debtor received possession of the inventory on June 1st. This timing is within the statutory period. Therefore, Mountain Capital’s PMSI in the inventory takes priority over Glacier Bank’s prior perfected security interest.
Incorrect
The core issue here is determining the priority of security interests when a debtor has granted multiple security interests in the same collateral, and one of those interests is a purchase-money security interest (PMSI). Under Wyoming’s adoption of UCC Article 9, a PMSI in inventory generally has priority over a conflicting security interest in the same inventory if the PMSI holder meets specific notification requirements. Wyoming Statute § 34.1-9-324(b) outlines these requirements. The secured party with the PMSI must have perfected its security interest before the debtor receives possession of the inventory. Crucially, the PMSI holder must also have given an authenticated notification to any other secured party who previously filed a financing statement covering the same inventory. This notification must state that the PMSI holder expects to acquire a PMSI in inventory of the debtor, including after-acquired inventory. The notification must be sent within five years before the debtor receives possession of the inventory. In this scenario, Glacier Bank has a prior perfected security interest. Mountain Capital, the PMSI holder, perfected its interest and then sent the required notification to Glacier Bank. The notification was sent on May 1st, and the debtor received possession of the inventory on June 1st. This timing is within the statutory period. Therefore, Mountain Capital’s PMSI in the inventory takes priority over Glacier Bank’s prior perfected security interest.
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Question 10 of 30
10. Question
A rancher in Wyoming, who has granted a security interest in his herd of cattle to a local bank to secure a loan, defaults on his payments. The bank’s representative, aware that the rancher is out of town for the week, drives onto the ranch and, finding the main barn door unlocked, enters and drives the cattle out into a portable corral they brought, intending to transport them to market. The rancher’s neighbor, who is keeping an eye on the property, witnesses this and becomes agitated, honking his car horn loudly and approaching the bank representative in a confrontational manner. What is the most likely legal consequence for the bank’s repossession of the cattle under Wyoming’s Article 9?
Correct
Wyoming’s adoption of Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, the method of repossession must not involve a “breach of the peace.” A breach of the peace, as interpreted under Wyoming law and UCC Article 9, generally means any conduct that would tend to disturb the public tranquility or that creates a substantial risk of confrontation or violence. This can include actions like entering a debtor’s premises without permission if entry requires force or breaking in, or involving law enforcement in a way that could escalate tension. Simple trespass without force, or gaining entry through an unlocked door or an open garage, may not necessarily constitute a breach of the peace. The key is whether the secured party’s actions create an unreasonable risk of disturbance or confrontation. If a breach of the peace occurs, the secured party may lose its right to repossess the collateral without judicial process and may be liable for damages. The UCC allows for self-help repossession, but this right is tempered by the requirement to avoid breaching the peace. Wyoming case law and the UCC’s commentary emphasize a fact-specific inquiry into the secured party’s conduct.
Incorrect
Wyoming’s adoption of Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, the method of repossession must not involve a “breach of the peace.” A breach of the peace, as interpreted under Wyoming law and UCC Article 9, generally means any conduct that would tend to disturb the public tranquility or that creates a substantial risk of confrontation or violence. This can include actions like entering a debtor’s premises without permission if entry requires force or breaking in, or involving law enforcement in a way that could escalate tension. Simple trespass without force, or gaining entry through an unlocked door or an open garage, may not necessarily constitute a breach of the peace. The key is whether the secured party’s actions create an unreasonable risk of disturbance or confrontation. If a breach of the peace occurs, the secured party may lose its right to repossess the collateral without judicial process and may be liable for damages. The UCC allows for self-help repossession, but this right is tempered by the requirement to avoid breaching the peace. Wyoming case law and the UCC’s commentary emphasize a fact-specific inquiry into the secured party’s conduct.
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Question 11 of 30
11. Question
Bear Creek Ranching LLC, a Wyoming-based entity, properly perfected a security interest in all of Prairie Dog Provisions Inc.’s livestock. Prairie Dog Provisions Inc., a Wyoming corporation, subsequently relocated 50 head of cattle to Montana, a fact known to Bear Creek Ranching LLC. Bear Creek Ranching LLC did not take any steps to re-perfect its security interest in Montana. Shortly thereafter, Big Sky Bank, a Montana financial institution, obtained and perfected a security interest in the same 50 head of cattle located in Montana. Which entity holds the superior security interest in the 50 head of cattle in Montana?
Correct
The scenario involves a secured party, Bear Creek Ranching LLC, which has a security interest in livestock owned by debtor, Prairie Dog Provisions Inc. The security agreement and financing statement were properly filed in Wyoming, establishing perfection. Prairie Dog Provisions Inc. then moves a portion of the collateral, specifically 50 head of cattle, to Montana. Bear Creek Ranching LLC is aware of this move and does not take any action to re-perfect its security interest in Montana within the four-month grace period provided by UCC § 9-316(d) for goods covered by a certificate of title, and by extension, for other types of collateral where the location of the collateral is known to the secured party. However, the question implies that the collateral is not titled. UCC § 9-316(c) addresses the situation where collateral is moved to a jurisdiction where perfection is required. For goods not covered by a certificate of title, perfection in the new jurisdiction is required within a specified period, typically four months after the collateral change of location, if the secured party knew of the move and did not re-perfect. In this case, Bear Creek Ranching LLC knew of the move to Montana and failed to re-perfect. Subsequently, a local creditor, Big Sky Bank, in Montana, perfects a security interest in the same 50 head of cattle. Under UCC § 9-316(a) and § 9-301, perfection is generally determined by the law of the jurisdiction where the collateral is located. Since Bear Creek Ranching LLC failed to re-perfect in Montana within the statutory period, its security interest became unperfected as to the collateral in Montana after the grace period expired. Therefore, Big Sky Bank, having perfected its security interest in Montana, has priority over the unperfected security interest of Bear Creek Ranching LLC. The UCC prioritizes perfected security interests over unperfected ones.
Incorrect
The scenario involves a secured party, Bear Creek Ranching LLC, which has a security interest in livestock owned by debtor, Prairie Dog Provisions Inc. The security agreement and financing statement were properly filed in Wyoming, establishing perfection. Prairie Dog Provisions Inc. then moves a portion of the collateral, specifically 50 head of cattle, to Montana. Bear Creek Ranching LLC is aware of this move and does not take any action to re-perfect its security interest in Montana within the four-month grace period provided by UCC § 9-316(d) for goods covered by a certificate of title, and by extension, for other types of collateral where the location of the collateral is known to the secured party. However, the question implies that the collateral is not titled. UCC § 9-316(c) addresses the situation where collateral is moved to a jurisdiction where perfection is required. For goods not covered by a certificate of title, perfection in the new jurisdiction is required within a specified period, typically four months after the collateral change of location, if the secured party knew of the move and did not re-perfect. In this case, Bear Creek Ranching LLC knew of the move to Montana and failed to re-perfect. Subsequently, a local creditor, Big Sky Bank, in Montana, perfects a security interest in the same 50 head of cattle. Under UCC § 9-316(a) and § 9-301, perfection is generally determined by the law of the jurisdiction where the collateral is located. Since Bear Creek Ranching LLC failed to re-perfect in Montana within the statutory period, its security interest became unperfected as to the collateral in Montana after the grace period expired. Therefore, Big Sky Bank, having perfected its security interest in Montana, has priority over the unperfected security interest of Bear Creek Ranching LLC. The UCC prioritizes perfected security interests over unperfected ones.
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Question 12 of 30
12. Question
Aspen Outfitters, a Wyoming-based lender, perfected a security interest in all of Bighorn Outfitters’ inventory, including after-acquired inventory, on January 15, 2023, by filing a financing statement and taking other necessary steps. On March 1, 2023, Cascade Outfitters, another Wyoming lender, acquired a purchase money security interest (PMSI) in new inventory to be acquired by Bighorn Outfitters. Cascade Outfitters sent an authenticated notification to Aspen Outfitters on March 10, 2023, stating its intent to acquire a PMSI in inventory. Bighorn Outfitters received the new inventory on March 15, 2023. Under Wyoming Secured Transactions law, which secured party has priority in the new inventory received by Bighorn Outfitters on March 15, 2023?
Correct
The scenario involves a dispute over priority between a purchase money security interest (PMSI) in inventory and a prior perfected security interest in after-acquired inventory. In Wyoming, as under the Uniform Commercial Code (UCC) Article 9, a PMSI holder in inventory must satisfy specific notification requirements to maintain priority over a prior perfected security interest in the same collateral. Wyoming Statute § 34.1-9-324(b) outlines these requirements. For a PMSI in inventory to have priority over a conflicting security interest in the same inventory, the PMSI must have been perfected when the debtor received possession of the inventory. Additionally, the PMSI financier must have given an authenticated notification to any secured party whose security interest has become perfected in the inventory before the debtor received possession of the inventory. This notification must state that the PMSI financier expects to acquire a PMSI in inventory of the type the debtor acquires, including after-acquired inventory. The notification is effective for five years from the date it is sent. In this case, Aspen Outfitters perfected its security interest in all of Bighorn Outfitters’ inventory, including after-acquired inventory, on January 15, 2023. Cascade Outfitters later acquired a PMSI in inventory and sent its notification to Aspen Outfitters on March 1, 2023, which was after Aspen’s perfection and before Bighorn received the new inventory. Since Cascade’s notification was sent after Aspen’s perfection, it does not meet the statutory requirement of being sent *before* the debtor received possession of the inventory, as the perfection of the PMSI in inventory must occur before the debtor receives possession of the inventory. Therefore, Cascade Outfitters’ PMSI in inventory will not have priority over Aspen Outfitters’ prior perfected security interest.
Incorrect
The scenario involves a dispute over priority between a purchase money security interest (PMSI) in inventory and a prior perfected security interest in after-acquired inventory. In Wyoming, as under the Uniform Commercial Code (UCC) Article 9, a PMSI holder in inventory must satisfy specific notification requirements to maintain priority over a prior perfected security interest in the same collateral. Wyoming Statute § 34.1-9-324(b) outlines these requirements. For a PMSI in inventory to have priority over a conflicting security interest in the same inventory, the PMSI must have been perfected when the debtor received possession of the inventory. Additionally, the PMSI financier must have given an authenticated notification to any secured party whose security interest has become perfected in the inventory before the debtor received possession of the inventory. This notification must state that the PMSI financier expects to acquire a PMSI in inventory of the type the debtor acquires, including after-acquired inventory. The notification is effective for five years from the date it is sent. In this case, Aspen Outfitters perfected its security interest in all of Bighorn Outfitters’ inventory, including after-acquired inventory, on January 15, 2023. Cascade Outfitters later acquired a PMSI in inventory and sent its notification to Aspen Outfitters on March 1, 2023, which was after Aspen’s perfection and before Bighorn received the new inventory. Since Cascade’s notification was sent after Aspen’s perfection, it does not meet the statutory requirement of being sent *before* the debtor received possession of the inventory, as the perfection of the PMSI in inventory must occur before the debtor receives possession of the inventory. Therefore, Cascade Outfitters’ PMSI in inventory will not have priority over Aspen Outfitters’ prior perfected security interest.
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Question 13 of 30
13. Question
A Wyoming-based company, “Summit Outfitters,” which manufactures and sells specialized outdoor gear, has its chief executive office in Cheyenne, Wyoming. Summit Outfitters has entered into a security agreement with First National Bank of Laramie, granting the bank a security interest in all of its accounts receivable. The majority of Summit Outfitters’ sales, however, occur through a seasonal retail operation and distribution center located in Bozeman, Montana, where the goods are physically present and transactions are finalized. First National Bank of Laramie has filed a financing statement in Montana, believing that the physical presence of goods and sales activity dictates the filing location. Under Wyoming’s Uniform Commercial Code Article 9, where should First National Bank of Laramie have filed its financing statement to properly perfect its security interest in Summit Outfitters’ accounts receivable?
Correct
The core issue here is determining the proper place to file a financing statement for a security interest in accounts that arise from the sale of goods by a debtor whose chief executive office is located in Wyoming, but whose goods are physically located and sold primarily in Montana. Wyoming’s UCC Article 9, specifically Section 9-307, governs the location of filing for accounts. For accounts, the general rule is that the proper place to file a financing statement is the jurisdiction where the debtor is located. Wyoming Statute § 34.1-9-307(a) states that the location of the debtor is determined by its chief executive office. Therefore, even though the sales and physical goods are in Montana, the debtor’s location for filing purposes under Wyoming law is its chief executive office, which is stated to be in Wyoming. Consequently, a financing statement perfected in Wyoming would be effective against third parties. The critical factor is the debtor’s location, not the location of the collateral (accounts are generally intangible, but their situs is tied to the debtor’s location for filing purposes). Wyoming Statute § 34.1-9-301(a) outlines the priority rules, and proper filing in the debtor’s location is paramount for establishing that priority.
Incorrect
The core issue here is determining the proper place to file a financing statement for a security interest in accounts that arise from the sale of goods by a debtor whose chief executive office is located in Wyoming, but whose goods are physically located and sold primarily in Montana. Wyoming’s UCC Article 9, specifically Section 9-307, governs the location of filing for accounts. For accounts, the general rule is that the proper place to file a financing statement is the jurisdiction where the debtor is located. Wyoming Statute § 34.1-9-307(a) states that the location of the debtor is determined by its chief executive office. Therefore, even though the sales and physical goods are in Montana, the debtor’s location for filing purposes under Wyoming law is its chief executive office, which is stated to be in Wyoming. Consequently, a financing statement perfected in Wyoming would be effective against third parties. The critical factor is the debtor’s location, not the location of the collateral (accounts are generally intangible, but their situs is tied to the debtor’s location for filing purposes). Wyoming Statute § 34.1-9-301(a) outlines the priority rules, and proper filing in the debtor’s location is paramount for establishing that priority.
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Question 14 of 30
14. Question
Prairie Rancher Inc., a Wyoming-based agricultural equipment dealer, grants a security interest in a new pickup truck to First State Bank of Cheyenne on January 10th. First State Bank of Cheyenne perfects its security interest by properly noting its lien on the vehicle’s certificate of title on January 20th. Subsequently, on January 15th, Prairie Rancher Inc. grants a second security interest in the same pickup truck to Mountain View Capital LLC, a private lender, who files a UCC-1 financing statement with the Wyoming Secretary of State on January 15th. Prairie Rancher Inc. then sells the pickup truck to Cattleman’s Supply LLC, a rancher who uses it for personal purposes and is unaware of the security interests, on January 25th. Which secured party has priority in the pickup truck?
Correct
This scenario tests the understanding of perfection and priority rules under Wyoming’s UCC Article 9, specifically concerning the attachment and perfection of a security interest in a vehicle that is then sold. The initial security interest granted by “Prairie Rancher Inc.” to “First State Bank of Cheyenne” attached when value was given, the debtor had rights in the collateral, and a security agreement was in place. Perfection of this security interest in the pickup truck, as a vehicle, would typically occur by filing a financing statement and noting the lien on the certificate of title, as governed by Wyoming statutes that often supplement UCC Article 9 for vehicles. When Prairie Rancher Inc. sells the truck to “Cattleman’s Supply LLC” in the ordinary course of business, the buyer generally takes the collateral free of the security interest created by the seller, even if the security interest is perfected, unless the buyer knows the sale is in violation of the security agreement. This is a buyer in the ordinary course of business (BIOC) defense. Cattleman’s Supply LLC, purchasing from a business that sells vehicles, would likely be considered a BIOC. However, the crucial point is that Cattleman’s Supply LLC is a buyer, not a secured party. The question asks about the priority of the security interest held by “Mountain View Capital LLC” against the original security interest of “First State Bank of Cheyenne.” Mountain View Capital LLC’s security interest attached when it received a security agreement from Prairie Rancher Inc. for the same pickup truck and provided value. To have priority, Mountain View Capital LLC would need to perfect its security interest. If Mountain View Capital LLC filed a financing statement *before* First State Bank of Cheyenne perfected its interest, or if its filing was the first to occur and remained effective, it would generally have priority. Assuming both security interests were properly attached and perfected, the general rule for priority among secured parties is the first to file or the first to perfect wins. If First State Bank of Cheyenne perfected its security interest by notation on the certificate of title before Mountain View Capital LLC filed its financing statement, First State Bank of Cheyenne would have priority. Conversely, if Mountain View Capital LLC filed its financing statement first, it would have priority over First State Bank of Cheyenne’s unperfected or subsequently perfected security interest. The sale to Cattleman’s Supply LLC is a separate transaction and does not alter the priority dispute between the two secured lenders, unless Cattleman’s Supply LLC itself had a security interest. The question implies Cattleman’s Supply LLC is a buyer. Therefore, the priority is determined by the order of perfection of the two lenders. If Mountain View Capital LLC filed its financing statement on January 15th and First State Bank of Cheyenne noted its lien on the certificate of title on January 20th, Mountain View Capital LLC would have priority.
Incorrect
This scenario tests the understanding of perfection and priority rules under Wyoming’s UCC Article 9, specifically concerning the attachment and perfection of a security interest in a vehicle that is then sold. The initial security interest granted by “Prairie Rancher Inc.” to “First State Bank of Cheyenne” attached when value was given, the debtor had rights in the collateral, and a security agreement was in place. Perfection of this security interest in the pickup truck, as a vehicle, would typically occur by filing a financing statement and noting the lien on the certificate of title, as governed by Wyoming statutes that often supplement UCC Article 9 for vehicles. When Prairie Rancher Inc. sells the truck to “Cattleman’s Supply LLC” in the ordinary course of business, the buyer generally takes the collateral free of the security interest created by the seller, even if the security interest is perfected, unless the buyer knows the sale is in violation of the security agreement. This is a buyer in the ordinary course of business (BIOC) defense. Cattleman’s Supply LLC, purchasing from a business that sells vehicles, would likely be considered a BIOC. However, the crucial point is that Cattleman’s Supply LLC is a buyer, not a secured party. The question asks about the priority of the security interest held by “Mountain View Capital LLC” against the original security interest of “First State Bank of Cheyenne.” Mountain View Capital LLC’s security interest attached when it received a security agreement from Prairie Rancher Inc. for the same pickup truck and provided value. To have priority, Mountain View Capital LLC would need to perfect its security interest. If Mountain View Capital LLC filed a financing statement *before* First State Bank of Cheyenne perfected its interest, or if its filing was the first to occur and remained effective, it would generally have priority. Assuming both security interests were properly attached and perfected, the general rule for priority among secured parties is the first to file or the first to perfect wins. If First State Bank of Cheyenne perfected its security interest by notation on the certificate of title before Mountain View Capital LLC filed its financing statement, First State Bank of Cheyenne would have priority. Conversely, if Mountain View Capital LLC filed its financing statement first, it would have priority over First State Bank of Cheyenne’s unperfected or subsequently perfected security interest. The sale to Cattleman’s Supply LLC is a separate transaction and does not alter the priority dispute between the two secured lenders, unless Cattleman’s Supply LLC itself had a security interest. The question implies Cattleman’s Supply LLC is a buyer. Therefore, the priority is determined by the order of perfection of the two lenders. If Mountain View Capital LLC filed its financing statement on January 15th and First State Bank of Cheyenne noted its lien on the certificate of title on January 20th, Mountain View Capital LLC would have priority.
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Question 15 of 30
15. Question
Consider a scenario where “Prairie Peaks Ranching LLC” in Wyoming grants a security interest in its primary operating deposit account at “First National Bank of Cheyenne” to “Wyoming Farm Credit Services” to secure a loan. Wyoming Farm Credit Services diligently files a UCC-1 financing statement with the Wyoming Secretary of State, accurately describing the deposit account as collateral. However, Wyoming Farm Credit Services fails to take any action to establish “control” over the deposit account as defined by Wyoming UCC § 9-104. Subsequently, Prairie Peaks Ranching LLC files for bankruptcy. What is the status of Wyoming Farm Credit Services’ security interest in the deposit account relative to the bankruptcy trustee?
Correct
In Wyoming, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is a critical aspect of secured transactions. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by the secured party taking “control” of the account. Control is defined in Wyoming UCC § 9-104 and typically means that the secured party is the bank with which the deposit account is maintained, has agreed with the debtor that the bank will comply with the secured party’s instructions concerning the deposit account, or is the customer of the bank and has agreed with the bank that the bank will comply with the secured party’s instructions. Filing a financing statement is generally insufficient for perfection in deposit accounts. Therefore, if a secured party has a valid security interest in a debtor’s deposit account and has filed a financing statement covering the account but has not obtained control, their security interest remains unperfected. In the event of the debtor’s bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who has the status of a lien creditor. Wyoming UCC § 9-310(a) states that perfection by filing is sufficient unless subsection (b) provides otherwise, and § 9-310(b)(8) specifies that perfection of security interests in deposit accounts requires control. Thus, filing alone does not perfect the interest in this specific collateral type.
Incorrect
In Wyoming, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is a critical aspect of secured transactions. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by the secured party taking “control” of the account. Control is defined in Wyoming UCC § 9-104 and typically means that the secured party is the bank with which the deposit account is maintained, has agreed with the debtor that the bank will comply with the secured party’s instructions concerning the deposit account, or is the customer of the bank and has agreed with the bank that the bank will comply with the secured party’s instructions. Filing a financing statement is generally insufficient for perfection in deposit accounts. Therefore, if a secured party has a valid security interest in a debtor’s deposit account and has filed a financing statement covering the account but has not obtained control, their security interest remains unperfected. In the event of the debtor’s bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who has the status of a lien creditor. Wyoming UCC § 9-310(a) states that perfection by filing is sufficient unless subsection (b) provides otherwise, and § 9-310(b)(8) specifies that perfection of security interests in deposit accounts requires control. Thus, filing alone does not perfect the interest in this specific collateral type.
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Question 16 of 30
16. Question
Consider a scenario in Wyoming where a drilling company, “Wyoming Rigging LLC,” procures a new seismic exploration rig. First National Bank of Cheyenne provides financing and properly perfects its security interest in all of the company’s present and after-acquired equipment by filing a financing statement on January 15, 2023. Subsequently, Rocky Mountain Equipment Finance provides a purchase-money loan specifically for the seismic exploration rig and properly perfects its purchase-money security interest by filing a financing statement on February 10, 2023, within the statutory grace period after Wyoming Rigging LLC took possession of the rig. If Wyoming Rigging LLC defaults on both loans, which secured party holds the superior security interest in the seismic exploration rig?
Correct
The question revolves around the priority of security interests when a debtor defaults on multiple secured loans. In Wyoming, as under Article 9 of the Uniform Commercial Code, the general rule for priority among secured parties is “first in time, first in right,” which is determined by the filing or perfection of the security interest, whichever occurs first. However, purchase-money security interests (PMSIs) have special priority rules. A PMSI in equipment has priority over a conflicting security interest in the same equipment if the PMSI is perfected when the debtor receives possession of the collateral or within a specified period thereafter. Here, First National Bank of Cheyenne perfected its security interest in the drilling rig by filing on January 15, 2023. Rocky Mountain Equipment Finance perfected its PMSI in the same rig by filing on February 10, 2023, which was within the statutory period after the debtor took possession. Because Rocky Mountain’s interest is a PMSI in equipment and was perfected before the debtor received possession of the collateral, it generally takes priority over the earlier, non-PMSI security interest held by First National Bank of Cheyenne. Therefore, Rocky Mountain Equipment Finance has priority concerning the drilling rig.
Incorrect
The question revolves around the priority of security interests when a debtor defaults on multiple secured loans. In Wyoming, as under Article 9 of the Uniform Commercial Code, the general rule for priority among secured parties is “first in time, first in right,” which is determined by the filing or perfection of the security interest, whichever occurs first. However, purchase-money security interests (PMSIs) have special priority rules. A PMSI in equipment has priority over a conflicting security interest in the same equipment if the PMSI is perfected when the debtor receives possession of the collateral or within a specified period thereafter. Here, First National Bank of Cheyenne perfected its security interest in the drilling rig by filing on January 15, 2023. Rocky Mountain Equipment Finance perfected its PMSI in the same rig by filing on February 10, 2023, which was within the statutory period after the debtor took possession. Because Rocky Mountain’s interest is a PMSI in equipment and was perfected before the debtor received possession of the collateral, it generally takes priority over the earlier, non-PMSI security interest held by First National Bank of Cheyenne. Therefore, Rocky Mountain Equipment Finance has priority concerning the drilling rig.
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Question 17 of 30
17. Question
Consider a scenario where a Wyoming-based lender, Frontier Financial, extends credit to a rancher, Mr. Silas Croft, secured by a herd of prize-winning cattle and a specialized, custom-built mobile livestock trailer. Frontier Financial diligently files a UCC-1 financing statement with the Wyoming Secretary of State, covering all of Mr. Croft’s livestock and equipment. Subsequently, Mr. Croft obtains a certificate of title for the mobile livestock trailer from the Wyoming Department of Transportation, which lists Frontier Financial as the lienholder. Later, Mr. Croft defaults on the loan. A competing creditor, Plains Capital Bank, which also has a security interest in the trailer, argues that Frontier Financial’s security interest in the trailer is unperfected because it did not follow the specific lien notation requirements on the certificate of title, despite the UCC-1 filing. Which of the following accurately reflects the perfection status of Frontier Financial’s security interest in the mobile livestock trailer under Wyoming’s Article 9?
Correct
Wyoming’s adoption of Revised Article 9 of the Uniform Commercial Code (UCC) governs secured transactions. A crucial aspect is the perfection of security interests, which provides notice to third parties and establishes priority. For certain types of collateral, particularly those with a certificate of title, perfection is achieved by noting the security interest on the certificate of title itself, rather than by filing a UCC financing statement. Wyoming Statutes Annotated (W.S.A.) § 34.1-9-303 and § 34.1-9-311(a)(2) are key provisions here. When collateral is covered by a certificate of title, perfection of a security interest in that collateral is governed by the law of the jurisdiction that issued the certificate of title. In Wyoming, this means that for vehicles, mobile homes, and other items requiring a certificate of title, the secured party must ensure their interest is properly recorded on the title. Failure to do so means the security interest is unperfected, and the secured party risks losing priority to subsequent purchasers or other creditors who may perfect their interests or otherwise acquire rights in the collateral. The UCC filing system, while primary for most collateral, is preempted by certificate of title statutes for such tangible property. Therefore, understanding the specific requirements for titling and lien notation in Wyoming is paramount for effective perfection of security interests in these asset classes. The concept of “solely by virtue of the law of another jurisdiction” applies when the certificate of title is issued by a jurisdiction other than Wyoming, and Wyoming law defers to that issuing jurisdiction’s perfection rules. However, once Wyoming issues a certificate of title, its rules for lien notation become controlling.
Incorrect
Wyoming’s adoption of Revised Article 9 of the Uniform Commercial Code (UCC) governs secured transactions. A crucial aspect is the perfection of security interests, which provides notice to third parties and establishes priority. For certain types of collateral, particularly those with a certificate of title, perfection is achieved by noting the security interest on the certificate of title itself, rather than by filing a UCC financing statement. Wyoming Statutes Annotated (W.S.A.) § 34.1-9-303 and § 34.1-9-311(a)(2) are key provisions here. When collateral is covered by a certificate of title, perfection of a security interest in that collateral is governed by the law of the jurisdiction that issued the certificate of title. In Wyoming, this means that for vehicles, mobile homes, and other items requiring a certificate of title, the secured party must ensure their interest is properly recorded on the title. Failure to do so means the security interest is unperfected, and the secured party risks losing priority to subsequent purchasers or other creditors who may perfect their interests or otherwise acquire rights in the collateral. The UCC filing system, while primary for most collateral, is preempted by certificate of title statutes for such tangible property. Therefore, understanding the specific requirements for titling and lien notation in Wyoming is paramount for effective perfection of security interests in these asset classes. The concept of “solely by virtue of the law of another jurisdiction” applies when the certificate of title is issued by a jurisdiction other than Wyoming, and Wyoming law defers to that issuing jurisdiction’s perfection rules. However, once Wyoming issues a certificate of title, its rules for lien notation become controlling.
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Question 18 of 30
18. Question
Consider a scenario where a Wyoming-based lender, “Frontier Capital,” filed a UCC-1 financing statement on January 15, 2019, to perfect its security interest in specialized agricultural machinery owned by “Prairie Harvest Farms.” The financing statement was filed in accordance with Wyoming’s Article 9 requirements. Frontier Capital wishes to ensure its security interest remains perfected beyond the initial statutory period. What is the latest date Frontier Capital can file a continuation statement to maintain continuous perfection of its security interest in the collateral?
Correct
Wyoming Statute § 34.1-9-515(a) governs the duration of a financing statement. Generally, a filed financing statement remains effective for five years after the date of filing. However, this period can be extended. A financing statement covering collateral that is the subject of a public finance transaction or a manufactured-home transaction is effective for thirty years after the date of filing. For all other types of collateral, the secured party can continue the effectiveness of a filed financing statement by filing a continuation statement within the six-month period before the expiration of the five-year period. If a lapse occurs, the security interest remains unperfected until a termination statement is filed, or the financing statement is continued. The question concerns a standard commercial loan secured by equipment, not a public finance or manufactured-home transaction. Therefore, the initial five-year effectiveness period applies. The secured party must file a continuation statement within the six months prior to the expiration of the initial five-year term to maintain perfection. The expiration date is calculated from the filing date. Assuming the filing date was January 15, 2019, the five-year expiration date would be January 15, 2024. The window to file a continuation statement would therefore be from July 15, 2023, to January 15, 2024.
Incorrect
Wyoming Statute § 34.1-9-515(a) governs the duration of a financing statement. Generally, a filed financing statement remains effective for five years after the date of filing. However, this period can be extended. A financing statement covering collateral that is the subject of a public finance transaction or a manufactured-home transaction is effective for thirty years after the date of filing. For all other types of collateral, the secured party can continue the effectiveness of a filed financing statement by filing a continuation statement within the six-month period before the expiration of the five-year period. If a lapse occurs, the security interest remains unperfected until a termination statement is filed, or the financing statement is continued. The question concerns a standard commercial loan secured by equipment, not a public finance or manufactured-home transaction. Therefore, the initial five-year effectiveness period applies. The secured party must file a continuation statement within the six months prior to the expiration of the initial five-year term to maintain perfection. The expiration date is calculated from the filing date. Assuming the filing date was January 15, 2019, the five-year expiration date would be January 15, 2024. The window to file a continuation statement would therefore be from July 15, 2023, to January 15, 2024.
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Question 19 of 30
19. Question
A lender in Sheridan, Wyoming, has provided financing to a trucking company based in Helena, Montana, secured by a fleet of semi-trucks. These trucks are registered and have Wyoming certificates of title. The lender filed a UCC-1 financing statement with the Secretary of State of Montana, believing this to be the correct jurisdiction for perfection given the debtor’s chief executive office. However, the lender did not take any action to have the security interest noted on the Wyoming certificates of title for the trucks. What is the status of the lender’s security interest in the trucks regarding perfection under Wyoming’s Uniform Commercial Code Article 9?
Correct
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a vehicle that is titled in Wyoming, but the debtor’s chief executive office is located in Montana. Under Wyoming’s version of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-307(b), if the collateral is a certificate of title good for perfection, the place of filing is the office designated for the filing of the security interest on the certificate of title. However, Wyo. Stat. Ann. § 34.1-9-301(1) and (2) establish the general rule for perfection of security interests in goods covered by a certificate of title. For goods covered by a certificate of title, perfection is achieved by complying with the certificate of title statute of the jurisdiction under whose certificate of title the goods are covered. Wyoming’s certificate of title statute, Wyo. Stat. Ann. § 31-2-101 et seq., requires notation of liens on the certificate of title itself. Since the vehicle is titled in Wyoming, perfection is achieved by complying with Wyoming’s titling requirements, which means filing with the Wyoming Department of Transportation or the county clerk as specified by Wyoming law for vehicle titles, not by filing a UCC-1 financing statement in the debtor’s state of chief executive office. The filing of a financing statement in Montana would be ineffective for perfection of the security interest in the Wyoming-titled vehicle. Therefore, the correct method of perfection is through notation on the Wyoming certificate of title.
Incorrect
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a vehicle that is titled in Wyoming, but the debtor’s chief executive office is located in Montana. Under Wyoming’s version of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-307(b), if the collateral is a certificate of title good for perfection, the place of filing is the office designated for the filing of the security interest on the certificate of title. However, Wyo. Stat. Ann. § 34.1-9-301(1) and (2) establish the general rule for perfection of security interests in goods covered by a certificate of title. For goods covered by a certificate of title, perfection is achieved by complying with the certificate of title statute of the jurisdiction under whose certificate of title the goods are covered. Wyoming’s certificate of title statute, Wyo. Stat. Ann. § 31-2-101 et seq., requires notation of liens on the certificate of title itself. Since the vehicle is titled in Wyoming, perfection is achieved by complying with Wyoming’s titling requirements, which means filing with the Wyoming Department of Transportation or the county clerk as specified by Wyoming law for vehicle titles, not by filing a UCC-1 financing statement in the debtor’s state of chief executive office. The filing of a financing statement in Montana would be ineffective for perfection of the security interest in the Wyoming-titled vehicle. Therefore, the correct method of perfection is through notation on the Wyoming certificate of title.
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Question 20 of 30
20. Question
Prairie Enterprises, a Wyoming-based agricultural cooperative, secures a loan from Frontier Bank by granting Frontier Bank a security interest in all of its assets, including its deposit accounts. Frontier Bank properly perfects its security interest by taking control of Prairie Enterprises’ primary operating deposit account held at Frontier Bank itself. Subsequently, Prairie Enterprises obtains a separate loan from Bison Bank to purchase new harvesting equipment. As collateral for this loan, Prairie Enterprises grants Bison Bank a security interest in the newly purchased equipment and also in its general intangibles, which includes the same deposit account at Frontier Bank. Bison Bank files a UCC-1 financing statement covering general intangibles. However, Bison Bank does not take any steps to obtain control over the deposit account at Frontier Bank. When Prairie Enterprises defaults on both loans, which bank has priority regarding the deposit account at Frontier Bank?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Wyoming’s UCC Article 9, specifically Wyo. Stat. Ann. § 34-21-923, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with instructions regarding the deposit account, or when the secured party becomes the assignee of the deposit account. In this scenario, Bison Bank has a purchase money security interest in the equipment financed for Prairie Enterprises. Prairie Enterprises grants Bison Bank a security interest in its general intangibles, which includes its deposit account at Frontier Bank. Bison Bank files a financing statement covering general intangibles, but it does not obtain control over the deposit account at Frontier Bank. Frontier Bank has a prior perfected security interest in the same deposit account as collateral for a loan it made to Prairie Enterprises. Because Bison Bank failed to obtain control over the deposit account, its security interest in the deposit account is unperfected. Frontier Bank, having a prior perfected security interest, will have priority over Bison Bank’s unperfected security interest in the deposit account. Therefore, Frontier Bank’s security interest in the deposit account has priority.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Wyoming’s UCC Article 9, specifically Wyo. Stat. Ann. § 34-21-923, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with instructions regarding the deposit account, or when the secured party becomes the assignee of the deposit account. In this scenario, Bison Bank has a purchase money security interest in the equipment financed for Prairie Enterprises. Prairie Enterprises grants Bison Bank a security interest in its general intangibles, which includes its deposit account at Frontier Bank. Bison Bank files a financing statement covering general intangibles, but it does not obtain control over the deposit account at Frontier Bank. Frontier Bank has a prior perfected security interest in the same deposit account as collateral for a loan it made to Prairie Enterprises. Because Bison Bank failed to obtain control over the deposit account, its security interest in the deposit account is unperfected. Frontier Bank, having a prior perfected security interest, will have priority over Bison Bank’s unperfected security interest in the deposit account. Therefore, Frontier Bank’s security interest in the deposit account has priority.
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Question 21 of 30
21. Question
Consider a scenario in Wyoming where a farmer, Mr. Abernathy, grants a security interest in all of his farm equipment to First National Bank of Cheyenne to secure a loan. First National Bank of Cheyenne properly files a financing statement on April 1st. Later, Mr. Abernathy grants a second, separate security interest in the same farm equipment to Frontier Lending to secure a larger loan. Frontier Lending properly files its financing statement on May 15th. If Mr. Abernathy defaults on both loans, what is the priority of the security interests in the farm equipment?
Correct
The core issue in this scenario is the priority of security interests when a debtor defaults on multiple secured loans. Wyoming Statute § 34.1-9-322, concerning the priority of security interests in chattel paper, governs the situation. Specifically, § 34.1-9-322(a)(1) establishes that the first-to-file or first-to-perfect rule applies to security interests in goods and fixtures. In this case, both security interests were perfected by filing. First National Bank of Cheyenne filed its financing statement on April 1st, covering all of Mr. Abernathy’s farm equipment. Subsequently, Frontier Lending filed its financing statement on May 15th, also covering the same farm equipment. Under the first-to-file rule, the security interest that is perfected by filing first in time has priority. Therefore, First National Bank of Cheyenne’s security interest has priority over Frontier Lending’s security interest in the farm equipment. The fact that Frontier Lending’s loan was for a larger amount is irrelevant to the determination of priority under Article 9. Priority is determined by the timing of perfection, not the amount of the debt. The possession of the collateral by Frontier Lending is not relevant here as the perfection method for farm equipment is typically filing, and both parties filed.
Incorrect
The core issue in this scenario is the priority of security interests when a debtor defaults on multiple secured loans. Wyoming Statute § 34.1-9-322, concerning the priority of security interests in chattel paper, governs the situation. Specifically, § 34.1-9-322(a)(1) establishes that the first-to-file or first-to-perfect rule applies to security interests in goods and fixtures. In this case, both security interests were perfected by filing. First National Bank of Cheyenne filed its financing statement on April 1st, covering all of Mr. Abernathy’s farm equipment. Subsequently, Frontier Lending filed its financing statement on May 15th, also covering the same farm equipment. Under the first-to-file rule, the security interest that is perfected by filing first in time has priority. Therefore, First National Bank of Cheyenne’s security interest has priority over Frontier Lending’s security interest in the farm equipment. The fact that Frontier Lending’s loan was for a larger amount is irrelevant to the determination of priority under Article 9. Priority is determined by the timing of perfection, not the amount of the debt. The possession of the collateral by Frontier Lending is not relevant here as the perfection method for farm equipment is typically filing, and both parties filed.
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Question 22 of 30
22. Question
Consider a Wyoming-based enterprise, “Wyoming Widgets Inc.,” which sells its entire operational business, including all its tangible assets and intangible rights, to “Frontier Ventures LLC.” As part of this sale, all outstanding accounts receivable of Wyoming Widgets Inc. are also transferred to Frontier Ventures LLC. Subsequently, “Bighorn Bank” extends a loan to Wyoming Widgets Inc., taking a security interest in all of its then-existing and after-acquired accounts. Bighorn Bank promptly files a UCC-1 financing statement in Wyoming to perfect its security interest. Later, Frontier Ventures LLC discovers Bighorn Bank’s filing and its claim to the accounts previously transferred to them. Which party holds the superior right to the accounts receivable that were part of the initial business sale?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those that are part of a sale of a business. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for certain sales of accounts that are part of a sale of a business. Wyoming UCC § 9-109(d)(4) states that Article 9 does not apply to a sale of accounts or chattel paper as part of a sale of the business out of which they arose. This exception is designed to distinguish between a true financing transaction and a transactional sale of a business where accounts are merely incidental. When accounts are sold as part of a bulk sale of a business, the transaction is not considered a secured transaction under Article 9, and therefore, no UCC filing is required for perfection of the buyer’s interest in those accounts. The buyer’s ownership interest in the accounts arises from the sale of the business itself, not from a secured loan. Therefore, the buyer of the business has a superior claim to the accounts against a subsequent lender who attempts to perfect a security interest in those same accounts by filing. The subsequent lender’s filing would be ineffective to create a security interest in accounts that were already transferred as part of a business sale. The question tests the understanding of this specific exclusion from Article 9.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those that are part of a sale of a business. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for certain sales of accounts that are part of a sale of a business. Wyoming UCC § 9-109(d)(4) states that Article 9 does not apply to a sale of accounts or chattel paper as part of a sale of the business out of which they arose. This exception is designed to distinguish between a true financing transaction and a transactional sale of a business where accounts are merely incidental. When accounts are sold as part of a bulk sale of a business, the transaction is not considered a secured transaction under Article 9, and therefore, no UCC filing is required for perfection of the buyer’s interest in those accounts. The buyer’s ownership interest in the accounts arises from the sale of the business itself, not from a secured loan. Therefore, the buyer of the business has a superior claim to the accounts against a subsequent lender who attempts to perfect a security interest in those same accounts by filing. The subsequent lender’s filing would be ineffective to create a security interest in accounts that were already transferred as part of a business sale. The question tests the understanding of this specific exclusion from Article 9.
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Question 23 of 30
23. Question
Wyoming Widgets Inc., a Wyoming-based manufacturer, sells its specialized industrial components on account to Montana Distributors LLC, a Montana-based wholesale distributor. Wyoming Widgets Inc. obtains a security interest in these accounts to secure the payment of the outstanding invoices. To perfect this security interest, Wyoming Widgets Inc. files a UCC-1 financing statement in Montana, where Montana Distributors LLC is located. Subsequently, a national bank, “First National Bank of Denver,” which has a perfected security interest in all of Montana Distributors LLC’s assets, including its accounts, also files a UCC-1 financing statement in Montana. Assuming all other requirements for attachment are met, what is the perfection status of Wyoming Widgets Inc.’s security interest in the accounts relative to First National Bank of Denver’s security interest?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those arising from the sale of goods by a manufacturer in Wyoming to a distributor in Montana. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, the general rule for perfecting a security interest in accounts is by filing a financing statement in the jurisdiction where the debtor is located. Wyoming UCC § 9-307(a) dictates that the location of the debtor determines the jurisdiction for perfection. For a registered organization, like a corporation, its location is its jurisdiction of organization, as stated in Wyoming UCC § 9-307(b)(1). In this case, “Wyoming Widgets Inc.” is a Wyoming corporation, making Wyoming its jurisdiction of organization. Therefore, to perfect its security interest in the accounts generated from sales to “Montana Distributors LLC,” Wyoming Widgets Inc. must file its financing statement in Wyoming. Filing in Montana, the location of the account debtor, would be incorrect for perfection purposes concerning accounts, as it is the debtor’s location that governs. The security interest attaches when it meets the requirements of Wyoming UCC § 9-203, but perfection is a separate step for establishing priority. Since Wyoming Widgets Inc. filed in Montana, its security interest in the accounts is unperfected against a hypothetical subsequent secured party who properly perfects its interest in Wyoming.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those arising from the sale of goods by a manufacturer in Wyoming to a distributor in Montana. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, the general rule for perfecting a security interest in accounts is by filing a financing statement in the jurisdiction where the debtor is located. Wyoming UCC § 9-307(a) dictates that the location of the debtor determines the jurisdiction for perfection. For a registered organization, like a corporation, its location is its jurisdiction of organization, as stated in Wyoming UCC § 9-307(b)(1). In this case, “Wyoming Widgets Inc.” is a Wyoming corporation, making Wyoming its jurisdiction of organization. Therefore, to perfect its security interest in the accounts generated from sales to “Montana Distributors LLC,” Wyoming Widgets Inc. must file its financing statement in Wyoming. Filing in Montana, the location of the account debtor, would be incorrect for perfection purposes concerning accounts, as it is the debtor’s location that governs. The security interest attaches when it meets the requirements of Wyoming UCC § 9-203, but perfection is a separate step for establishing priority. Since Wyoming Widgets Inc. filed in Montana, its security interest in the accounts is unperfected against a hypothetical subsequent secured party who properly perfects its interest in Wyoming.
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Question 24 of 30
24. Question
Blackrock Ranch, a Wyoming-based agricultural producer, secures a loan from First National Bank of Cheyenne. As collateral, Blackrock Ranch grants First National Bank a security interest in all of its present and future accounts, including those arising from the sale of cattle. First National Bank properly perfects its security interest in these accounts by filing a financing statement in Wyoming. Later, Blackrock Ranch sells a herd of cattle to a Wyoming-based feedlot, “Prairie Stockyards,” which is a merchant that regularly sells livestock. Prairie Stockyards pays for the cattle in full. Subsequently, Blackrock Ranch defaults on its loan with First National Bank. Which of the following statements most accurately describes the status of First National Bank’s security interest in the accounts generated by the sale of cattle to Prairie Stockyards?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Wyoming, where the buyer is also located in Wyoming. Under Wyoming Statute § 34.1-9-307(a), a buyer of goods from a seller who is a merchant that regularly sells such goods takes those goods free of a security interest created by the seller, even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. This provision is often referred to as the “buyer in the ordinary course of business” exception. However, this protection extends to the buyer of the *goods* themselves, not to the assignee of the accounts receivable generated by the sale of those goods. The security interest in the accounts is governed by Article 9’s perfection rules. Wyoming Statute § 34.1-9-310(a) generally requires filing a financing statement to perfect a security interest. However, Wyoming Statute § 34.1-9-309(2) provides that filing is not necessary to perfect a security interest in an account, other than a health-care-insurance receivable, to the extent that it is transferred by the assignor to an assignee that is a buyer of accounts, as part of a sale of the accounts. In this case, the bank’s security interest in the accounts is perfected upon attachment because it is a buyer of accounts as part of a sale of accounts. The protection afforded to a buyer of goods under § 34.1-9-307(a) does not override the perfection of the security interest in the accounts receivable themselves, as the bank’s claim is on the receivable, not the goods. Therefore, the bank’s security interest in the accounts is perfected by virtue of the sale of accounts, and the subsequent buyer of the goods does not take the accounts free of this perfected security interest.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Wyoming, where the buyer is also located in Wyoming. Under Wyoming Statute § 34.1-9-307(a), a buyer of goods from a seller who is a merchant that regularly sells such goods takes those goods free of a security interest created by the seller, even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. This provision is often referred to as the “buyer in the ordinary course of business” exception. However, this protection extends to the buyer of the *goods* themselves, not to the assignee of the accounts receivable generated by the sale of those goods. The security interest in the accounts is governed by Article 9’s perfection rules. Wyoming Statute § 34.1-9-310(a) generally requires filing a financing statement to perfect a security interest. However, Wyoming Statute § 34.1-9-309(2) provides that filing is not necessary to perfect a security interest in an account, other than a health-care-insurance receivable, to the extent that it is transferred by the assignor to an assignee that is a buyer of accounts, as part of a sale of the accounts. In this case, the bank’s security interest in the accounts is perfected upon attachment because it is a buyer of accounts as part of a sale of accounts. The protection afforded to a buyer of goods under § 34.1-9-307(a) does not override the perfection of the security interest in the accounts receivable themselves, as the bank’s claim is on the receivable, not the goods. Therefore, the bank’s security interest in the accounts is perfected by virtue of the sale of accounts, and the subsequent buyer of the goods does not take the accounts free of this perfected security interest.
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Question 25 of 30
25. Question
A Wyoming-based manufacturing firm, “Prairie Steelworks,” secured a loan from First National Bank of Cheyenne, granting the bank a security interest in all its heavy machinery. First National Bank of Cheyenne properly filed a financing statement in Wyoming on June 1st. Subsequently, Prairie Steelworks obtained another loan from Frontier Capital LLC, also secured by the same heavy machinery. Frontier Capital LLC perfected its security interest by taking physical possession of the machinery on June 15th. Assuming both security interests attached to the collateral prior to their respective perfection dates, which secured party holds the superior security interest in the machinery under Wyoming’s Article 9 of the Uniform Commercial Code?
Correct
The scenario involves a dispute over the priority of security interests in a piece of equipment. First, we must determine the perfection status of each security interest. Wyoming, like most states, follows the UCC Article 9. For equipment, perfection is typically achieved by filing a financing statement in the appropriate jurisdiction. Creditor A filed its financing statement on June 1st in Wyoming, where the debtor, a Wyoming-based company, is located. This filing perfects Creditor A’s security interest in the equipment. Creditor B, on the other hand, attempted to perfect its security interest by taking possession of the equipment. However, UCC § 9-313(a) states that possession is a method of perfection, but it does not automatically grant priority over a prior perfected security interest. The key principle governing priority in secured transactions is the “first-to-file-or-perfect” rule under UCC § 9-322(a)(1). This rule dictates that the secured party who files a financing statement or perfects its security interest first has priority. In this case, Creditor A perfected its security interest by filing on June 1st. Creditor B’s perfection by possession occurred on June 15th. Since Creditor A’s perfection predates Creditor B’s perfection, Creditor A has priority. The fact that Creditor B had possession is relevant to perfection but does not overcome Creditor A’s earlier filing. Wyoming statutes, specifically Wyoming Statutes Annotated § 34.1-9-322, mirror this general UCC rule. Therefore, Creditor A’s security interest has priority over Creditor B’s security interest in the collateral.
Incorrect
The scenario involves a dispute over the priority of security interests in a piece of equipment. First, we must determine the perfection status of each security interest. Wyoming, like most states, follows the UCC Article 9. For equipment, perfection is typically achieved by filing a financing statement in the appropriate jurisdiction. Creditor A filed its financing statement on June 1st in Wyoming, where the debtor, a Wyoming-based company, is located. This filing perfects Creditor A’s security interest in the equipment. Creditor B, on the other hand, attempted to perfect its security interest by taking possession of the equipment. However, UCC § 9-313(a) states that possession is a method of perfection, but it does not automatically grant priority over a prior perfected security interest. The key principle governing priority in secured transactions is the “first-to-file-or-perfect” rule under UCC § 9-322(a)(1). This rule dictates that the secured party who files a financing statement or perfects its security interest first has priority. In this case, Creditor A perfected its security interest by filing on June 1st. Creditor B’s perfection by possession occurred on June 15th. Since Creditor A’s perfection predates Creditor B’s perfection, Creditor A has priority. The fact that Creditor B had possession is relevant to perfection but does not overcome Creditor A’s earlier filing. Wyoming statutes, specifically Wyoming Statutes Annotated § 34.1-9-322, mirror this general UCC rule. Therefore, Creditor A’s security interest has priority over Creditor B’s security interest in the collateral.
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Question 26 of 30
26. Question
Frontier Bank extended a loan to “Wyoming Outfitters,” a Wyoming-based adventure gear retailer, taking a security interest in all of Wyoming Outfitters’ assets, including its primary operating deposit account held at First National Bank of Cheyenne. Frontier Bank diligently filed a UCC-1 financing statement with the Wyoming Secretary of State. Subsequently, Wyoming Outfitters filed for Chapter 7 bankruptcy protection. The bankruptcy trustee seeks to avoid Frontier Bank’s security interest in the deposit account. Under Wyoming’s Article 9 of the Uniform Commercial Code, what is the legal status of Frontier Bank’s security interest in the deposit account?
Correct
In Wyoming, the perfection of a security interest in deposit accounts is governed by Wyoming Statutes § 34.1-9-312 and § 34.1-9-314. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. Therefore, filing a financing statement is insufficient to perfect a security interest in a deposit account. The question describes a scenario where a security interest is granted in a deposit account held at a specific bank. The secured party files a UCC-1 financing statement. However, for deposit accounts, filing is not a method of perfection. Perfection requires control. Since the secured party did not obtain control, their security interest remains unperfected. When a bankruptcy petition is filed, an unperfected security interest is generally subordinate to the rights of the bankruptcy trustee, who acts as a hypothetical lien creditor under 11 U.S.C. § 544. The trustee can avoid unperfected security interests. Therefore, the security interest granted to Frontier Bank is unperfected and can be avoided by the bankruptcy trustee.
Incorrect
In Wyoming, the perfection of a security interest in deposit accounts is governed by Wyoming Statutes § 34.1-9-312 and § 34.1-9-314. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. Therefore, filing a financing statement is insufficient to perfect a security interest in a deposit account. The question describes a scenario where a security interest is granted in a deposit account held at a specific bank. The secured party files a UCC-1 financing statement. However, for deposit accounts, filing is not a method of perfection. Perfection requires control. Since the secured party did not obtain control, their security interest remains unperfected. When a bankruptcy petition is filed, an unperfected security interest is generally subordinate to the rights of the bankruptcy trustee, who acts as a hypothetical lien creditor under 11 U.S.C. § 544. The trustee can avoid unperfected security interests. Therefore, the security interest granted to Frontier Bank is unperfected and can be avoided by the bankruptcy trustee.
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Question 27 of 30
27. Question
A Wyoming-based entrepreneur, Anya Sharma, sells her entire consulting firm, “Wyoming Insights,” to a private equity group from Denver, Colorado. The sale agreement explicitly includes all outstanding client accounts receivable as part of the business assets being transferred. Anya’s lender, First National Bank of Cheyenne, had a prior perfected security interest in Anya’s general business assets, including after-acquired accounts. However, the private equity group also obtains financing from a Texas bank, “Lone Star Capital,” which takes an assignment of these same client accounts as collateral for its loan to the private equity group. Lone Star Capital files a UCC-1 financing statement in Wyoming, listing the client accounts as collateral. Anya’s lender, First National Bank of Cheyenne, did not file a new financing statement specifically covering the accounts after the sale of the business. Which of the following accurately describes the perfection status of Lone Star Capital’s interest in the client accounts?
Correct
The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, there are specific exclusions and rules for certain types of transactions. Specifically, Wyoming UCC § 9-109(c)(1) states that Article 9 does not apply to the sale of accounts as part of a sale of the business out of which they arose. This exclusion is crucial because it means that a security interest in accounts arising from such a sale is not governed by Article 9’s filing requirements for perfection. Instead, the perfection of a security interest in accounts that are part of a sale of a business is typically governed by the law of the jurisdiction where the seller is located, and it is often perfected by possession or control, or in some cases, by the transfer itself operating as perfection. Since the transaction involves the sale of a business where the accounts are an integral part, the exclusion applies. Therefore, a filing in Wyoming, even if the accounts are located there, would not be the correct method for perfecting a security interest in these specific accounts if they are part of a business sale. The correct method for perfection in such excluded transactions is not filing under Article 9. The question asks about the proper method of perfection for the lender. When Article 9 is excluded, other means of perfection, or in some instances, the transfer itself constitutes perfection, become relevant. In the context of a business sale, the focus shifts away from typical Article 9 filing. The sale of a business is a distinct transaction from the mere assignment of accounts as original collateral. The exclusion under § 9-109(c)(1) means that the rules for perfecting a security interest in accounts when they are sold as part of a business sale are not found within Article 9’s filing system. The perfection would be determined by other applicable law or the nature of the transfer itself. The key takeaway is that Article 9 filing is not the method for perfection in this specific scenario.
Incorrect
The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Wyoming’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, there are specific exclusions and rules for certain types of transactions. Specifically, Wyoming UCC § 9-109(c)(1) states that Article 9 does not apply to the sale of accounts as part of a sale of the business out of which they arose. This exclusion is crucial because it means that a security interest in accounts arising from such a sale is not governed by Article 9’s filing requirements for perfection. Instead, the perfection of a security interest in accounts that are part of a sale of a business is typically governed by the law of the jurisdiction where the seller is located, and it is often perfected by possession or control, or in some cases, by the transfer itself operating as perfection. Since the transaction involves the sale of a business where the accounts are an integral part, the exclusion applies. Therefore, a filing in Wyoming, even if the accounts are located there, would not be the correct method for perfecting a security interest in these specific accounts if they are part of a business sale. The correct method for perfection in such excluded transactions is not filing under Article 9. The question asks about the proper method of perfection for the lender. When Article 9 is excluded, other means of perfection, or in some instances, the transfer itself constitutes perfection, become relevant. In the context of a business sale, the focus shifts away from typical Article 9 filing. The sale of a business is a distinct transaction from the mere assignment of accounts as original collateral. The exclusion under § 9-109(c)(1) means that the rules for perfecting a security interest in accounts when they are sold as part of a business sale are not found within Article 9’s filing system. The perfection would be determined by other applicable law or the nature of the transfer itself. The key takeaway is that Article 9 filing is not the method for perfection in this specific scenario.
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Question 28 of 30
28. Question
A lender in Cheyenne, Wyoming, provides financing for a pickup truck purchased by a rancher operating primarily in Laramie County, Wyoming. The pickup truck is titled in Wyoming. The lender properly perfects its security interest in the pickup truck by filing a financing statement with the Wyoming Secretary of State. Subsequently, another creditor obtains a judgment against the rancher and seeks to attach the pickup truck. Which action is necessary for the lender to maintain its priority against the judgment creditor regarding the pickup truck?
Correct
The core issue in this scenario is determining the proper place to file a financing statement to perfect a security interest in a certificate of title vehicle when the debtor is located in Wyoming and the vehicle is titled in Wyoming. Under Wyoming’s adoption of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-303, perfection of a security interest in goods covered by a certificate of title is governed by the law of the jurisdiction that issued the certificate of title. In this case, the vehicle is titled in Wyoming. Therefore, perfection is achieved by complying with Wyoming’s certificate of title statutes. Wyoming’s certificate of title statutes, as referenced by Article 9, require that the security interest be indicated on the certificate of title itself. This is typically accomplished by having the secured party’s lien noted by the Wyoming Department of Transportation (WYDOT) or its designated agent. Filing a financing statement with the Wyoming Secretary of State, which is the general rule for perfecting security interests in goods under Article 9 (Wyo. Stat. Ann. § 34.1-9-310), is not the correct method for goods covered by a certificate of title. The perfection is achieved through the notation on the title, not a separate UCC filing. Therefore, the secured party must ensure the lien is properly noted on the Wyoming certificate of title.
Incorrect
The core issue in this scenario is determining the proper place to file a financing statement to perfect a security interest in a certificate of title vehicle when the debtor is located in Wyoming and the vehicle is titled in Wyoming. Under Wyoming’s adoption of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-303, perfection of a security interest in goods covered by a certificate of title is governed by the law of the jurisdiction that issued the certificate of title. In this case, the vehicle is titled in Wyoming. Therefore, perfection is achieved by complying with Wyoming’s certificate of title statutes. Wyoming’s certificate of title statutes, as referenced by Article 9, require that the security interest be indicated on the certificate of title itself. This is typically accomplished by having the secured party’s lien noted by the Wyoming Department of Transportation (WYDOT) or its designated agent. Filing a financing statement with the Wyoming Secretary of State, which is the general rule for perfecting security interests in goods under Article 9 (Wyo. Stat. Ann. § 34.1-9-310), is not the correct method for goods covered by a certificate of title. The perfection is achieved through the notation on the title, not a separate UCC filing. Therefore, the secured party must ensure the lien is properly noted on the Wyoming certificate of title.
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Question 29 of 30
29. Question
A Wyoming-based manufacturing company, “Prairie Forge Inc.,” grants a security interest in all of its assets, including after-acquired accounts and general intangibles, to “First National Bank of Cheyenne” to secure a substantial loan. First National Bank of Cheyenne properly files a UCC-1 financing statement covering these broad categories of collateral on January 15, 2023. On March 10, 2023, an employee of Prairie Forge Inc. is injured due to the gross negligence of a supplier, “Rocky Mountain Components LLC,” which is also a Wyoming entity. This injury gives rise to a commercial tort claim that Prairie Forge Inc. possesses against Rocky Mountain Components LLC. On April 1, 2023, Prairie Forge Inc. files for bankruptcy protection under Chapter 7 of the U.S. Bankruptcy Code. Assuming no other filings or actions were taken by First National Bank of Cheyenne after the initial January 15, 2023 filing, what is the status of First National Bank of Cheyenne’s security interest in the commercial tort claim against Rocky Mountain Components LLC in the bankruptcy proceedings?
Correct
The core issue here is the perfection of a security interest in a commercial tort claim that arises after the security agreement is executed but before it is filed. Under Wyoming’s version of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-102(a)(xv), a “claim arising in tort” is generally included within the definition of “account,” which is a type of “general intangible” for purposes of Article 9. However, the statute also clarifies that a security interest can attach to a commercial tort claim only if it is a claim that the debtor is identified in a security agreement as having. Furthermore, Wyo. Stat. Ann. § 34.1-9-308(a) states that to perfect a security interest in a general intangible, filing a financing statement is generally required. The critical point is that while the security agreement can grant a security interest in after-acquired property, including tort claims that might arise, the perfection requirement for such a claim, once it arises, is typically tied to the filing of a financing statement that sufficiently describes the collateral. Since the tort claim arose after the initial filing, and the financing statement explicitly covered “all accounts, general intangibles, and proceeds thereof, whether now existing or hereafter acquired,” it effectively covers the subsequently arising commercial tort claim. Therefore, the initial filing perfects the security interest in the tort claim when it arises. The debtor’s bankruptcy filing creates a default situation where the secured party’s rights are determined by the perfection status prior to bankruptcy. Since the security interest was perfected by filing before the bankruptcy petition was filed, the secured party has priority over the bankruptcy estate concerning this specific collateral.
Incorrect
The core issue here is the perfection of a security interest in a commercial tort claim that arises after the security agreement is executed but before it is filed. Under Wyoming’s version of UCC Article 9, specifically Wyo. Stat. Ann. § 34.1-9-102(a)(xv), a “claim arising in tort” is generally included within the definition of “account,” which is a type of “general intangible” for purposes of Article 9. However, the statute also clarifies that a security interest can attach to a commercial tort claim only if it is a claim that the debtor is identified in a security agreement as having. Furthermore, Wyo. Stat. Ann. § 34.1-9-308(a) states that to perfect a security interest in a general intangible, filing a financing statement is generally required. The critical point is that while the security agreement can grant a security interest in after-acquired property, including tort claims that might arise, the perfection requirement for such a claim, once it arises, is typically tied to the filing of a financing statement that sufficiently describes the collateral. Since the tort claim arose after the initial filing, and the financing statement explicitly covered “all accounts, general intangibles, and proceeds thereof, whether now existing or hereafter acquired,” it effectively covers the subsequently arising commercial tort claim. Therefore, the initial filing perfects the security interest in the tort claim when it arises. The debtor’s bankruptcy filing creates a default situation where the secured party’s rights are determined by the perfection status prior to bankruptcy. Since the security interest was perfected by filing before the bankruptcy petition was filed, the secured party has priority over the bankruptcy estate concerning this specific collateral.
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Question 30 of 30
30. Question
Prairie Wind Energy extended financing for specialized wind turbine equipment to Canyon Creek Ranch in Wyoming. The security agreement explicitly covers “all fixtures and appurtenances attached to or used in connection with the wind turbines.” Prairie Wind Energy successfully filed a UCC-3 financing statement with the Wyoming Secretary of State, perfecting its security interest in the collateral. Later, Canyon Creek Ranch sold a parcel of its land, including the location of the turbines, to Mountain View Holdings. Mountain View Holdings conducted a standard title search but did not discover Prairie Wind Energy’s UCC-3 filing, as it was not recorded in the county real property records. What is the likely outcome regarding Prairie Wind Energy’s security interest in the turbines against Mountain View Holdings?
Correct
The scenario involves a secured party, “Prairie Wind Energy,” and a debtor, “Canyon Creek Ranch,” in Wyoming. Prairie Wind Energy financed the purchase of specialized wind turbine equipment for Canyon Creek Ranch. The security agreement clearly covers “all fixtures and appurtenances attached to or used in connection with the wind turbines.” The financing statement was properly filed in Wyoming, perfecting the security interest in the turbines. Subsequently, Canyon Creek Ranch, facing financial difficulties, sold a portion of its land, including the area where the turbines were situated, to “Mountain View Holdings.” The key legal issue is the priority of Prairie Wind Energy’s security interest against Mountain View Holdings, a buyer of the real property. Under Wyoming’s UCC Article 9, a security interest in fixtures is generally subordinate to the interest of a buyer of the affected real property unless the secured party has complied with UCC § 9-334(d). This section requires that the security interest in fixtures must be perfected by a fixture filing in the real property records before the purchase of the real property. A standard UCC-3 financing statement filed with the Secretary of State is generally insufficient for fixture filings. A fixture filing requires specific information and filing with the county clerk where the real property is located, as mandated by Wyoming statutes and UCC § 9-501(a)(2) and § 9-502(b). Since Prairie Wind Energy only filed a standard financing statement, not a fixture filing in the county records where the land is located, its security interest in the turbines, now considered fixtures, is not perfected against a subsequent buyer of the real property like Mountain View Holdings. Therefore, Mountain View Holdings takes the property free of Prairie Wind Energy’s unperfected fixture security interest. The question asks about the outcome for Prairie Wind Energy’s claim against the turbines.
Incorrect
The scenario involves a secured party, “Prairie Wind Energy,” and a debtor, “Canyon Creek Ranch,” in Wyoming. Prairie Wind Energy financed the purchase of specialized wind turbine equipment for Canyon Creek Ranch. The security agreement clearly covers “all fixtures and appurtenances attached to or used in connection with the wind turbines.” The financing statement was properly filed in Wyoming, perfecting the security interest in the turbines. Subsequently, Canyon Creek Ranch, facing financial difficulties, sold a portion of its land, including the area where the turbines were situated, to “Mountain View Holdings.” The key legal issue is the priority of Prairie Wind Energy’s security interest against Mountain View Holdings, a buyer of the real property. Under Wyoming’s UCC Article 9, a security interest in fixtures is generally subordinate to the interest of a buyer of the affected real property unless the secured party has complied with UCC § 9-334(d). This section requires that the security interest in fixtures must be perfected by a fixture filing in the real property records before the purchase of the real property. A standard UCC-3 financing statement filed with the Secretary of State is generally insufficient for fixture filings. A fixture filing requires specific information and filing with the county clerk where the real property is located, as mandated by Wyoming statutes and UCC § 9-501(a)(2) and § 9-502(b). Since Prairie Wind Energy only filed a standard financing statement, not a fixture filing in the county records where the land is located, its security interest in the turbines, now considered fixtures, is not perfected against a subsequent buyer of the real property like Mountain View Holdings. Therefore, Mountain View Holdings takes the property free of Prairie Wind Energy’s unperfected fixture security interest. The question asks about the outcome for Prairie Wind Energy’s claim against the turbines.