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Question 1 of 30
1. Question
Consider a scenario in Rhode Island where a local artisan, Elara, purchases a specialized pottery kiln for her home studio, which she uses exclusively for creating decorative items sold at craft fairs and online. She finances the kiln through a loan from “Clay & Kiln Finance,” which takes a security interest in the kiln. Clay & Kiln Finance correctly perfects its security interest. What is the most likely method of perfection for this security interest in Rhode Island, given the nature of the collateral and its use?
Correct
In Rhode Island, as under Article 9 of the Uniform Commercial Code, a purchase-money security interest (PMSI) in consumer goods is automatically perfected upon attachment. This means that no filing of a financing statement is required to establish priority against most other parties. However, this automatic perfection is subject to certain limitations, particularly concerning other PMSI holders and buyers. For a PMSI to be perfected automatically, the collateral must be consumer goods, defined as goods primarily used for personal, family, or household purposes. If the collateral is not consumer goods, or if the secured party wishes to obtain priority over certain other claimants, such as buyers in the ordinary course of business or other secured parties, filing a financing statement is generally necessary. The concept of “attachment” is crucial here, requiring value given, the debtor having rights in the collateral, and a security agreement describing the collateral. Once attached, the PMSI in consumer goods is perfected without further action, providing a strong position for the secured party against subsequent unperfected security interests and general creditors. However, a buyer of consumer goods from a consumer-debtor takes the goods free of the automatically perfected PMSI, unless the buyer has knowledge of the security interest. This exception is a key nuance for secured parties relying on automatic perfection. Therefore, the perfection of a PMSI in consumer goods in Rhode Island is primarily a matter of attachment, without the need for filing, for perfection against most parties.
Incorrect
In Rhode Island, as under Article 9 of the Uniform Commercial Code, a purchase-money security interest (PMSI) in consumer goods is automatically perfected upon attachment. This means that no filing of a financing statement is required to establish priority against most other parties. However, this automatic perfection is subject to certain limitations, particularly concerning other PMSI holders and buyers. For a PMSI to be perfected automatically, the collateral must be consumer goods, defined as goods primarily used for personal, family, or household purposes. If the collateral is not consumer goods, or if the secured party wishes to obtain priority over certain other claimants, such as buyers in the ordinary course of business or other secured parties, filing a financing statement is generally necessary. The concept of “attachment” is crucial here, requiring value given, the debtor having rights in the collateral, and a security agreement describing the collateral. Once attached, the PMSI in consumer goods is perfected without further action, providing a strong position for the secured party against subsequent unperfected security interests and general creditors. However, a buyer of consumer goods from a consumer-debtor takes the goods free of the automatically perfected PMSI, unless the buyer has knowledge of the security interest. This exception is a key nuance for secured parties relying on automatic perfection. Therefore, the perfection of a PMSI in consumer goods in Rhode Island is primarily a matter of attachment, without the need for filing, for perfection against most parties.
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Question 2 of 30
2. Question
Consider a scenario in Rhode Island where Coastal Bank properly filed a financing statement covering all of a debtor’s manufacturing equipment on January 15th. Subsequently, on February 10th, Oceanview Capital entered into a security agreement with the same debtor, granting Oceanview Capital a security interest in the same manufacturing equipment, but Oceanview Capital failed to file a financing statement. The debtor subsequently defaults on both loans. In the event of a foreclosure sale of the equipment, what is the general priority of claims between Coastal Bank and Oceanview Capital in Rhode Island?
Correct
The core issue here revolves around the priority of security interests when a debtor defaults and multiple parties have claims to the collateral. In Rhode Island, as under Article 9 of the Uniform Commercial Code, a perfected security interest generally has priority over an unperfected security interest. Perfection is typically achieved by filing a financing statement or, in some cases, by possession or control. In this scenario, Coastal Bank has a perfected security interest in the manufacturing equipment because it filed its financing statement on January 15th. This filing establishes Coastal Bank’s priority as of that date. Oceanview Capital, on the other hand, has an unperfected security interest because it failed to file a financing statement. While Oceanview Capital’s security agreement is valid between it and the debtor, it does not provide notice to third parties. When the debtor defaults, Coastal Bank, as the perfected secured party, has the right to repossess and sell the collateral. Any proceeds from the sale would first satisfy Coastal Bank’s secured claim. Since Oceanview Capital’s interest is unperfected, it generally ranks behind perfected secured parties. Therefore, Oceanview Capital would not be entitled to any of the proceeds from the sale until Coastal Bank’s perfected security interest is fully satisfied. The Uniform Commercial Code, as adopted in Rhode Island, prioritizes perfected interests to ensure certainty and predictability in commercial transactions. The filing system is designed to provide notice to potential creditors and to establish a clear order of priority.
Incorrect
The core issue here revolves around the priority of security interests when a debtor defaults and multiple parties have claims to the collateral. In Rhode Island, as under Article 9 of the Uniform Commercial Code, a perfected security interest generally has priority over an unperfected security interest. Perfection is typically achieved by filing a financing statement or, in some cases, by possession or control. In this scenario, Coastal Bank has a perfected security interest in the manufacturing equipment because it filed its financing statement on January 15th. This filing establishes Coastal Bank’s priority as of that date. Oceanview Capital, on the other hand, has an unperfected security interest because it failed to file a financing statement. While Oceanview Capital’s security agreement is valid between it and the debtor, it does not provide notice to third parties. When the debtor defaults, Coastal Bank, as the perfected secured party, has the right to repossess and sell the collateral. Any proceeds from the sale would first satisfy Coastal Bank’s secured claim. Since Oceanview Capital’s interest is unperfected, it generally ranks behind perfected secured parties. Therefore, Oceanview Capital would not be entitled to any of the proceeds from the sale until Coastal Bank’s perfected security interest is fully satisfied. The Uniform Commercial Code, as adopted in Rhode Island, prioritizes perfected interests to ensure certainty and predictability in commercial transactions. The filing system is designed to provide notice to potential creditors and to establish a clear order of priority.
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Question 3 of 30
3. Question
Providence Manufacturing, Inc. (PMI) secured a loan by taking a security interest in specialized machinery that it reasonably expected to become fixtures at its Rhode Island facility. PMI filed a financing statement covering these fixtures on July 15th. On July 10th of the same year, a bona fide purchaser for value of the real property on which the facility was located, Mr. Alistair Finch, recorded his deed. What is the priority status of PMI’s security interest in the machinery against Mr. Finch’s interest in the real property?
Correct
In Rhode Island, as under Article 9 of the Uniform Commercial Code, the determination of whether a fixture filing is effective against a subsequent purchaser of the real property hinges on proper filing and timing. A fixture filing is a financing statement covering goods that are or are to become fixtures. Under UCC § 9-501(a), a fixture filing must be filed in the office designated for the filing of a mortgage on the related real property. UCC § 9-516(d) specifies that a filing office may reject a financing statement if it does not substantially comply with the filing office’s requirements. However, the effectiveness of a fixture filing against a subsequent purchaser of the real property is governed by UCC § 9-334. This section states that a perfected security interest in fixtures has priority over a conflicting interest of an owner of the real property, but only if the fixture filing is filed before the interest of the subsequent owner of the real property is of record. The critical element for priority against a subsequent purchaser of the real property is that the fixture filing must be made *before* the subsequent purchaser records their interest. Even if a fixture filing is made, if it is filed *after* a subsequent purchaser of the real property has already recorded their interest, the subsequent purchaser will generally have priority. The question asks about the effectiveness of a fixture filing against a subsequent purchaser of the real property. The scenario states the fixture filing was made on July 15th, and the subsequent purchaser recorded their interest on July 10th. Since the purchaser’s interest was recorded prior to the fixture filing, the fixture filing is not effective against this subsequent purchaser of the real property. Therefore, the security interest is subordinate to the rights of the subsequent purchaser.
Incorrect
In Rhode Island, as under Article 9 of the Uniform Commercial Code, the determination of whether a fixture filing is effective against a subsequent purchaser of the real property hinges on proper filing and timing. A fixture filing is a financing statement covering goods that are or are to become fixtures. Under UCC § 9-501(a), a fixture filing must be filed in the office designated for the filing of a mortgage on the related real property. UCC § 9-516(d) specifies that a filing office may reject a financing statement if it does not substantially comply with the filing office’s requirements. However, the effectiveness of a fixture filing against a subsequent purchaser of the real property is governed by UCC § 9-334. This section states that a perfected security interest in fixtures has priority over a conflicting interest of an owner of the real property, but only if the fixture filing is filed before the interest of the subsequent owner of the real property is of record. The critical element for priority against a subsequent purchaser of the real property is that the fixture filing must be made *before* the subsequent purchaser records their interest. Even if a fixture filing is made, if it is filed *after* a subsequent purchaser of the real property has already recorded their interest, the subsequent purchaser will generally have priority. The question asks about the effectiveness of a fixture filing against a subsequent purchaser of the real property. The scenario states the fixture filing was made on July 15th, and the subsequent purchaser recorded their interest on July 10th. Since the purchaser’s interest was recorded prior to the fixture filing, the fixture filing is not effective against this subsequent purchaser of the real property. Therefore, the security interest is subordinate to the rights of the subsequent purchaser.
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Question 4 of 30
4. Question
Consider the scenario in Rhode Island where “Coastal Capital Corp.” has a perfected security interest in all of “Oceanic Enterprises'” existing and after-acquired inventory. “Seaside Funding LLC” subsequently acquires a purchase money security interest (PMSI) in a new shipment of specialized fishing equipment that Oceanic Enterprises will hold for sale as inventory. To ensure its PMSI has priority over Coastal Capital Corp.’s earlier perfected security interest in the same collateral, what action must Seaside Funding LLC take regarding Coastal Capital Corp. and when must it be completed, according to Rhode Island’s Article 9 of the Uniform Commercial Code?
Correct
In Rhode Island, when a secured party has a purchase money security interest (PMSI) in inventory, its perfection must occur before the debtor receives possession of the inventory. Furthermore, to maintain priority over other secured parties, the PMSI holder must also send an authenticated notification to any existing secured party or inventory financier who has filed a financing statement covering the same collateral. This notification must be sent within a specific timeframe before the debtor receives possession of the inventory. The purpose of this notification is to alert prior secured parties of the new PMSI in inventory, allowing them to take action, such as subordinating their interest or re-evaluating their collateral position. Without this timely notification, the PMSI holder’s perfection will not be effective against the prior secured party, even if the PMSI was otherwise perfected by filing. The timeframe for sending this notification is crucial for establishing priority in inventory financing. Rhode Island law, mirroring Article 9 of the Uniform Commercial Code, specifies that this notification must be sent before the debtor receives possession of the inventory.
Incorrect
In Rhode Island, when a secured party has a purchase money security interest (PMSI) in inventory, its perfection must occur before the debtor receives possession of the inventory. Furthermore, to maintain priority over other secured parties, the PMSI holder must also send an authenticated notification to any existing secured party or inventory financier who has filed a financing statement covering the same collateral. This notification must be sent within a specific timeframe before the debtor receives possession of the inventory. The purpose of this notification is to alert prior secured parties of the new PMSI in inventory, allowing them to take action, such as subordinating their interest or re-evaluating their collateral position. Without this timely notification, the PMSI holder’s perfection will not be effective against the prior secured party, even if the PMSI was otherwise perfected by filing. The timeframe for sending this notification is crucial for establishing priority in inventory financing. Rhode Island law, mirroring Article 9 of the Uniform Commercial Code, specifies that this notification must be sent before the debtor receives possession of the inventory.
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Question 5 of 30
5. Question
Consider a scenario in Rhode Island where “Innovate Manufacturing LLC” grants a security interest in specialized manufacturing equipment to “Capital Lenders Corp.” to finance its purchase. The security agreement is properly executed. The equipment is delivered to Innovate Manufacturing’s Rhode Island facility on January 10th, and it is installed in a way that it is intended to become a fixture to the building. The real estate developer, “Oceanfront Properties Inc.,” which owns the facility, provides written consent to Capital Lenders Corp.’s security interest in the equipment on January 10th. Capital Lenders Corp. files a UCC-1 financing statement on January 15th. The equipment is fully integrated into the building’s infrastructure and is deemed a fixture on February 1st. Subsequently, Oceanfront Properties Inc. sells the facility to “Coastal Development Group” on March 1st, who is a buyer for value and has no notice of Capital Lenders Corp.’s security interest. What is the priority of Capital Lenders Corp.’s security interest in the manufacturing equipment relative to Oceanfront Properties Inc.’s interest in the real property?
Correct
The core issue here is the perfection of a security interest in goods that are to become fixtures. Rhode Island General Laws § 6A-9-334(d) governs the priority of security interests in fixtures. This section states that a security interest in goods that are or are to become fixtures is subordinate to the conflicting interest of an owner of the real property if the security interest is perfected after the goods become fixtures. However, it also provides an exception: a security interest in fixtures, whether perfected before or after they become fixtures, has priority over a conflicting interest of a claimant of a real property interest if the claimant has consented in writing to the security interest or has agreed that the security interest has priority. Furthermore, under Rhode Island General Laws § 6A-9-334(e), a perfected security interest in fixtures has priority over a conflicting interest of a successor of the owner of the real property if the successor is not a buyer of the real property for value and is not a creditor of the owner of the real property whose interest is enforceable against the successor. In this scenario, the security interest was perfected on January 15th, and the goods became fixtures on February 1st. Crucially, the real estate developer, who is the owner of the real property, provided written consent to the security interest on January 10th, prior to perfection and the goods becoming fixtures. This written consent ensures the security interest in the fixtures has priority over the developer’s interest in the real property. Therefore, the security interest in the specialized manufacturing equipment, perfected on January 15th, takes priority over the real estate developer’s interest in the property because of the developer’s prior written consent.
Incorrect
The core issue here is the perfection of a security interest in goods that are to become fixtures. Rhode Island General Laws § 6A-9-334(d) governs the priority of security interests in fixtures. This section states that a security interest in goods that are or are to become fixtures is subordinate to the conflicting interest of an owner of the real property if the security interest is perfected after the goods become fixtures. However, it also provides an exception: a security interest in fixtures, whether perfected before or after they become fixtures, has priority over a conflicting interest of a claimant of a real property interest if the claimant has consented in writing to the security interest or has agreed that the security interest has priority. Furthermore, under Rhode Island General Laws § 6A-9-334(e), a perfected security interest in fixtures has priority over a conflicting interest of a successor of the owner of the real property if the successor is not a buyer of the real property for value and is not a creditor of the owner of the real property whose interest is enforceable against the successor. In this scenario, the security interest was perfected on January 15th, and the goods became fixtures on February 1st. Crucially, the real estate developer, who is the owner of the real property, provided written consent to the security interest on January 10th, prior to perfection and the goods becoming fixtures. This written consent ensures the security interest in the fixtures has priority over the developer’s interest in the real property. Therefore, the security interest in the specialized manufacturing equipment, perfected on January 15th, takes priority over the real estate developer’s interest in the property because of the developer’s prior written consent.
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Question 6 of 30
6. Question
A Rhode Island-based agricultural cooperative, “Ocean State Harvest,” grants a security interest in all of its present and after-acquired farm equipment to “Providence Bank” to secure a loan. Providence Bank diligently files a UCC-1 financing statement in Rhode Island covering farm equipment. Ocean State Harvest also maintains a separate operating deposit account at “Narragansett Credit Union” for its daily business transactions. Later, Ocean State Harvest defaults on its loan from Providence Bank. Which of the following actions, if taken by Providence Bank, would be most effective in establishing its priority over the funds in Ocean State Harvest’s operating deposit account as against other potential creditors?
Correct
The question revolves around the perfection of a security interest in a deposit account. Under Rhode Island General Laws § 6A-9-312(b), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Rhode Island General Laws § 6A-9-104 and generally means that the secured party is the bank with which the deposit account is maintained, or has agreed with the bank that the bank will comply with instructions from the secured party concerning the balance of the deposit account without the consent of the debtor. Filing a financing statement is generally ineffective for perfection in deposit accounts. Therefore, even though “Farm Equipment” is listed as collateral and a financing statement might be filed concerning that, it does not perfect a security interest in a separate deposit account used for the business’s operating funds. The secured party must obtain control over the deposit account itself.
Incorrect
The question revolves around the perfection of a security interest in a deposit account. Under Rhode Island General Laws § 6A-9-312(b), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Rhode Island General Laws § 6A-9-104 and generally means that the secured party is the bank with which the deposit account is maintained, or has agreed with the bank that the bank will comply with instructions from the secured party concerning the balance of the deposit account without the consent of the debtor. Filing a financing statement is generally ineffective for perfection in deposit accounts. Therefore, even though “Farm Equipment” is listed as collateral and a financing statement might be filed concerning that, it does not perfect a security interest in a separate deposit account used for the business’s operating funds. The secured party must obtain control over the deposit account itself.
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Question 7 of 30
7. Question
Providence Medical Group, a healthcare provider in Rhode Island, entered into an agreement with a local clinic, “Wellness Center,” to provide medical billing services. As part of this agreement, Wellness Center assigned its accounts receivable arising from patient services to PMG as security for payment of the billing services. PMG did not file a financing statement. Concurrently, Coastal Bank of Rhode Island provided a business loan to Wellness Center, taking a security interest in “all of Wellness Center’s accounts, chattel paper, and general intangibles.” Coastal Bank filed a UCC-1 financing statement covering these collateral categories on January 15, 2023. Wellness Center subsequently defaulted on its loan with Coastal Bank. On February 10, 2023, Wellness Center also defaulted on its payment obligations to PMG. Which party has priority in the accounts receivable generated from patient services rendered by Wellness Center?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts and the priority of competing secured parties. Rhode Island law, following UCC Article 9, generally requires filing a financing statement to perfect a security interest in accounts. However, UCC § 9-309(2) provides an exception for “a security interest created by an assignment of a health-care-insurance receivable to a health-care provider.” This exception allows for perfection by possession or, more commonly, automatically upon attachment, without filing. In this case, Coastal Bank has a properly filed financing statement covering all of “Debtor’s accounts.” This establishes Coastal Bank’s perfected security interest in the general accounts of the debtor. Providence Medical Group (PMG) took an assignment of accounts from the debtor, specifically those arising from medical services provided to patients. This assignment is a security interest in accounts. Under UCC § 9-309(2), a security interest in health-care-insurance receivables assigned to a health-care provider is perfected automatically upon attachment. PMG, as a health-care provider, took an assignment of these specific receivables. Therefore, PMG’s security interest in the health-care-insurance receivables is automatically perfected upon attachment, which occurs when the debtor has rights in the collateral and value has been given. No filing is necessary for PMG’s perfection in these specific receivables. When a perfected security interest competes with an unperfected security interest, the perfected one generally prevails. However, when two perfected security interests compete, priority is typically determined by the “first-to-file-or-perfect” rule under UCC § 9-322(a)(1). In this scenario, Coastal Bank perfected its security interest in all accounts by filing. PMG’s security interest in the health-care-insurance receivables is perfected automatically. The question is whether PMG’s automatic perfection in the health-care receivables has priority over Coastal Bank’s earlier filing that covers all accounts, including these health-care receivables. UCC § 9-324(a) addresses purchase-money security interests, which is not applicable here. UCC § 9-322(a)(1) is the primary rule. Coastal Bank filed first. However, the exception in UCC § 9-309(2) is crucial. It essentially creates a perfected security interest for PMG without filing. The commentary to UCC § 9-309 often clarifies that such automatically perfected interests, while not requiring filing, still need to be considered in priority disputes. The critical point is that while Coastal Bank’s filing covers all accounts, PMG’s security interest is in a specific subset of accounts (health-care-insurance receivables) and is perfected automatically. The “first-to-file-or-perfect” rule applies. Coastal Bank filed on January 15th. PMG’s security interest attached and was perfected automatically at some point thereafter. Therefore, Coastal Bank has priority in all accounts, including the health-care-insurance receivables, because it perfected its security interest by filing before PMG’s security interest was perfected. The automatic perfection for health-care receivables does not grant super-priority over a prior perfected general account security interest. The calculation is as follows: Coastal Bank’s filing date: January 15th PMG’s perfection date: Attachment of their security interest (occurs after January 15th, as the assignment is made and value given) Priority rule: First to file or perfect (UCC § 9-322(a)(1)) Coastal Bank filed on January 15th. PMG’s security interest became perfected automatically upon attachment. Since Coastal Bank filed before PMG’s security interest was perfected, Coastal Bank has priority.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts and the priority of competing secured parties. Rhode Island law, following UCC Article 9, generally requires filing a financing statement to perfect a security interest in accounts. However, UCC § 9-309(2) provides an exception for “a security interest created by an assignment of a health-care-insurance receivable to a health-care provider.” This exception allows for perfection by possession or, more commonly, automatically upon attachment, without filing. In this case, Coastal Bank has a properly filed financing statement covering all of “Debtor’s accounts.” This establishes Coastal Bank’s perfected security interest in the general accounts of the debtor. Providence Medical Group (PMG) took an assignment of accounts from the debtor, specifically those arising from medical services provided to patients. This assignment is a security interest in accounts. Under UCC § 9-309(2), a security interest in health-care-insurance receivables assigned to a health-care provider is perfected automatically upon attachment. PMG, as a health-care provider, took an assignment of these specific receivables. Therefore, PMG’s security interest in the health-care-insurance receivables is automatically perfected upon attachment, which occurs when the debtor has rights in the collateral and value has been given. No filing is necessary for PMG’s perfection in these specific receivables. When a perfected security interest competes with an unperfected security interest, the perfected one generally prevails. However, when two perfected security interests compete, priority is typically determined by the “first-to-file-or-perfect” rule under UCC § 9-322(a)(1). In this scenario, Coastal Bank perfected its security interest in all accounts by filing. PMG’s security interest in the health-care-insurance receivables is perfected automatically. The question is whether PMG’s automatic perfection in the health-care receivables has priority over Coastal Bank’s earlier filing that covers all accounts, including these health-care receivables. UCC § 9-324(a) addresses purchase-money security interests, which is not applicable here. UCC § 9-322(a)(1) is the primary rule. Coastal Bank filed first. However, the exception in UCC § 9-309(2) is crucial. It essentially creates a perfected security interest for PMG without filing. The commentary to UCC § 9-309 often clarifies that such automatically perfected interests, while not requiring filing, still need to be considered in priority disputes. The critical point is that while Coastal Bank’s filing covers all accounts, PMG’s security interest is in a specific subset of accounts (health-care-insurance receivables) and is perfected automatically. The “first-to-file-or-perfect” rule applies. Coastal Bank filed on January 15th. PMG’s security interest attached and was perfected automatically at some point thereafter. Therefore, Coastal Bank has priority in all accounts, including the health-care-insurance receivables, because it perfected its security interest by filing before PMG’s security interest was perfected. The automatic perfection for health-care receivables does not grant super-priority over a prior perfected general account security interest. The calculation is as follows: Coastal Bank’s filing date: January 15th PMG’s perfection date: Attachment of their security interest (occurs after January 15th, as the assignment is made and value given) Priority rule: First to file or perfect (UCC § 9-322(a)(1)) Coastal Bank filed on January 15th. PMG’s security interest became perfected automatically upon attachment. Since Coastal Bank filed before PMG’s security interest was perfected, Coastal Bank has priority.
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Question 8 of 30
8. Question
OceanBank held a perfected security interest in all of Aurora Corp.’s existing and after-acquired inventory located in Providence, Rhode Island. On May 1st, Coastal Credit Co. extended financing to Aurora Corp. for the purchase of new manufacturing equipment and a substantial quantity of raw materials, taking a purchase money security interest in this new inventory. Coastal Credit filed its UCC-1 financing statement on May 1st. Aurora Corp. received possession of the raw materials on May 10th. On May 15th, Coastal Credit sent a notification to OceanBank, stating its expectation to acquire a PMSI in Aurora Corp.’s inventory and describing the collateral. However, OceanBank’s prior security interest had already attached to the newly acquired raw materials when Aurora Corp. took possession. Which party has priority concerning the raw materials Aurora Corp. received on May 10th?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Rhode Island’s Article 9, specifically § 9-324, addresses the priority of PMSI in inventory. For a PMSI in inventory to have priority over a prior perfected security interest, several conditions must be met. First, the PMSI must be perfected when the debtor receives possession of the inventory. Second, the PMSI holder must give the required notification to any prior secured party. The notification must state that the secured party expects to acquire a PMSI in inventory of the debtor and describe the inventory. This notification is effective for five years. In this case, OceanBank has a prior perfected security interest in all of Aurora Corp’s inventory. Coastal Credit Co. acquires a PMSI in new inventory sold to Aurora Corp. Coastal Credit files its financing statement on May 1st and sends notification to OceanBank on May 15th, after Aurora Corp has already received possession of the inventory. According to § 9-324(b), a perfected PMSI in inventory has priority over a conflicting security interest in the same inventory if the conditions are met. The critical condition here is that notification must be sent *before* the debtor receives possession of the inventory, or, if the notification is sent after the debtor receives possession, the notification must be sent within a specific timeframe after the debtor receives possession, which is not met here as the notification is sent after possession. Therefore, Coastal Credit’s notification, sent after Aurora Corp received possession of the inventory and after OceanBank’s prior perfected security interest attached, does not establish priority over OceanBank’s claim to the inventory. OceanBank retains its priority.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Rhode Island’s Article 9, specifically § 9-324, addresses the priority of PMSI in inventory. For a PMSI in inventory to have priority over a prior perfected security interest, several conditions must be met. First, the PMSI must be perfected when the debtor receives possession of the inventory. Second, the PMSI holder must give the required notification to any prior secured party. The notification must state that the secured party expects to acquire a PMSI in inventory of the debtor and describe the inventory. This notification is effective for five years. In this case, OceanBank has a prior perfected security interest in all of Aurora Corp’s inventory. Coastal Credit Co. acquires a PMSI in new inventory sold to Aurora Corp. Coastal Credit files its financing statement on May 1st and sends notification to OceanBank on May 15th, after Aurora Corp has already received possession of the inventory. According to § 9-324(b), a perfected PMSI in inventory has priority over a conflicting security interest in the same inventory if the conditions are met. The critical condition here is that notification must be sent *before* the debtor receives possession of the inventory, or, if the notification is sent after the debtor receives possession, the notification must be sent within a specific timeframe after the debtor receives possession, which is not met here as the notification is sent after possession. Therefore, Coastal Credit’s notification, sent after Aurora Corp received possession of the inventory and after OceanBank’s prior perfected security interest attached, does not establish priority over OceanBank’s claim to the inventory. OceanBank retains its priority.
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Question 9 of 30
9. Question
Coastal Bank extended a loan to “Oceanic Enterprises,” a Rhode Island-based manufacturing company, taking a security interest in Oceanic’s checking account held at Coastal Bank itself. Oceanic defaulted on the loan. Coastal Bank did not file a financing statement in Rhode Island nor did it take any action to gain possession of the account statements. Which of the following accurately describes the perfection status of Coastal Bank’s security interest in the deposit account?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Rhode Island General Laws Section 6A-9-312(b), a security interest in a deposit account can only be perfected by control. Control is defined in Rhode Island General Laws Section 6A-9-104 as either the secured party being the bank in which the deposit account is maintained, or by entering into a control agreement with the bank. In this scenario, “Coastal Bank” is the secured party and also the bank where the deposit account is held. Therefore, Coastal Bank has achieved control over the deposit account automatically by operation of law, as per R.I. Gen. Laws § 6A-9-104(a)(1). No separate filing or possession is required for perfection in this specific instance. The filing of a financing statement is generally for perfection of security interests in collateral other than deposit accounts, investment property, letter-of-credit rights, or goods covered by a certificate of title, as specified in R.I. Gen. Laws § 6A-9-310(a). Since Coastal Bank has control, its security interest is perfected. The question asks about perfection, and control is the exclusive method for deposit accounts.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Rhode Island General Laws Section 6A-9-312(b), a security interest in a deposit account can only be perfected by control. Control is defined in Rhode Island General Laws Section 6A-9-104 as either the secured party being the bank in which the deposit account is maintained, or by entering into a control agreement with the bank. In this scenario, “Coastal Bank” is the secured party and also the bank where the deposit account is held. Therefore, Coastal Bank has achieved control over the deposit account automatically by operation of law, as per R.I. Gen. Laws § 6A-9-104(a)(1). No separate filing or possession is required for perfection in this specific instance. The filing of a financing statement is generally for perfection of security interests in collateral other than deposit accounts, investment property, letter-of-credit rights, or goods covered by a certificate of title, as specified in R.I. Gen. Laws § 6A-9-310(a). Since Coastal Bank has control, its security interest is perfected. The question asks about perfection, and control is the exclusive method for deposit accounts.
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Question 10 of 30
10. Question
Providence Artisans Collective, a Rhode Island-based cooperative, grants a security interest in its operating deposit account to Coastal Bank, which is located in Delaware. The deposit account is maintained exclusively at Coastal Bank in Delaware. Providence Artisans Collective defaults on its loan obligation. Which jurisdiction’s secured transactions law will govern the perfection of Coastal Bank’s security interest in the deposit account?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account, specifically when the secured party has possession of the account but the debtor is located in Rhode Island. Rhode Island’s version of UCC Article 9, like the uniform version, addresses the perfection of security interests in deposit accounts in § 9-312. Generally, perfection in deposit accounts is achieved 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 agreement of the bank with which the deposit account is maintained to comply with the secured party’s instructions directing the disposition of the funds in the account. Section 9-304(b) of the Rhode Island UCC specifies that the law of the jurisdiction where the deposit account is maintained governs perfection, unless the deposit account is uncertificated and the jurisdiction whose law governs the account is determined by other provisions. However, § 9-307(f) provides a crucial rule for deposit accounts: if the deposit account is maintained in a bank that is located in a jurisdiction other than the jurisdiction where the debtor is located, the law of the jurisdiction where the bank is located governs perfection. In this case, the debtor is located in Rhode Island. The deposit account is maintained at a bank located in Delaware. Therefore, the law of Delaware, not Rhode Island, governs the perfection of the security interest in the deposit account.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account, specifically when the secured party has possession of the account but the debtor is located in Rhode Island. Rhode Island’s version of UCC Article 9, like the uniform version, addresses the perfection of security interests in deposit accounts in § 9-312. Generally, perfection in deposit accounts is achieved 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 agreement of the bank with which the deposit account is maintained to comply with the secured party’s instructions directing the disposition of the funds in the account. Section 9-304(b) of the Rhode Island UCC specifies that the law of the jurisdiction where the deposit account is maintained governs perfection, unless the deposit account is uncertificated and the jurisdiction whose law governs the account is determined by other provisions. However, § 9-307(f) provides a crucial rule for deposit accounts: if the deposit account is maintained in a bank that is located in a jurisdiction other than the jurisdiction where the debtor is located, the law of the jurisdiction where the bank is located governs perfection. In this case, the debtor is located in Rhode Island. The deposit account is maintained at a bank located in Delaware. Therefore, the law of Delaware, not Rhode Island, governs the perfection of the security interest in the deposit account.
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Question 11 of 30
11. Question
Coastal Ventures, a Rhode Island-based financing company, extended a line of credit to Oceanic Holdings, a marine supply distributor also located in Rhode Island. As collateral for the loan, Oceanic Holdings granted Coastal Ventures a security interest in all of its present and future accounts, inventory, and equipment. Coastal Ventures properly attached its security interest in all collateral. However, Coastal Ventures neglected to file a UCC-1 financing statement. Subsequently, another lender, “Harbor Capital,” also a Rhode Island entity, obtained a security interest in Oceanic Holdings’ accounts and inventory, and Harbor Capital promptly filed a UCC-1 financing statement covering these same assets. Assuming no other UCC priority rules are implicated, what is the perfection status of Coastal Ventures’ security interest in Oceanic Holdings’ accounts?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts. Under Rhode Island’s version of Article 9 of the UCC, a security interest in accounts is automatically perfected upon attachment, without the need for filing a financing statement or taking possession. This is a significant departure from the perfection requirements for many other types of collateral. The UCC explicitly states that filing is not required for perfection of a security interest in accounts. Therefore, even though “Coastal Ventures” did not file a financing statement, its security interest in the accounts receivable generated by “Oceanic Holdings” is perfected by operation of law at the time of attachment. This automatic perfection provides strong protection against subsequent unperfected security interests and generally against subsequent perfected security interests unless they have priority under other UCC provisions, which is not indicated here. The key is that the UCC specifically carves out accounts from the general filing requirement for perfection.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts. Under Rhode Island’s version of Article 9 of the UCC, a security interest in accounts is automatically perfected upon attachment, without the need for filing a financing statement or taking possession. This is a significant departure from the perfection requirements for many other types of collateral. The UCC explicitly states that filing is not required for perfection of a security interest in accounts. Therefore, even though “Coastal Ventures” did not file a financing statement, its security interest in the accounts receivable generated by “Oceanic Holdings” is perfected by operation of law at the time of attachment. This automatic perfection provides strong protection against subsequent unperfected security interests and generally against subsequent perfected security interests unless they have priority under other UCC provisions, which is not indicated here. The key is that the UCC specifically carves out accounts from the general filing requirement for perfection.
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Question 12 of 30
12. Question
Evangeline, a specialized greenhouse manufacturer based in Rhode Island, sold and installed a custom-built, high-tech greenhouse on property owned by Sterling Enterprises, located in Providence County, Rhode Island. Evangeline perfected her security interest in the greenhouse by filing a financing statement in the real estate records of Providence County, properly indexed under Sterling Enterprises’ name and including a description of the real property. Subsequently, Sterling Enterprises obtained a mortgage from Oceanview Bank, also located in Rhode Island, which was properly recorded in the real estate records of Providence County. If Sterling Enterprises defaults on its obligations to both Evangeline and Oceanview Bank, what is the likely priority of their respective interests in the greenhouse?
Correct
The core issue in this scenario revolves around the perfection of a security interest in goods that are to become fixtures. Rhode Island law, consistent with Article 9 of the Uniform Commercial Code, dictates that a security interest in fixtures is perfected by a fixture filing. A fixture filing requires the filing of a financing statement in the real estate records, indexed in the name of the owner of the real estate, and containing a sufficient description of the real estate. This filing must also include the name of the debtor and secured party. The financing statement must be filed in the county where the real estate is located. In this case, Ms. Evangeline’s security interest in the custom-built greenhouse attached to the land owned by Mr. Sterling was perfected by filing the financing statement in the real estate records of Providence County, which is the correct jurisdiction for real estate located in Rhode Island. The filing provided notice to subsequent purchasers and creditors of the real estate. Therefore, Ms. Evangeline’s security interest has priority over any subsequent interest in the real estate, including the mortgage granted to Oceanview Bank. Oceanview Bank’s mortgage is a subsequent interest in the real estate, and its perfection does not automatically grant it priority over a prior perfected security interest in fixtures.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in goods that are to become fixtures. Rhode Island law, consistent with Article 9 of the Uniform Commercial Code, dictates that a security interest in fixtures is perfected by a fixture filing. A fixture filing requires the filing of a financing statement in the real estate records, indexed in the name of the owner of the real estate, and containing a sufficient description of the real estate. This filing must also include the name of the debtor and secured party. The financing statement must be filed in the county where the real estate is located. In this case, Ms. Evangeline’s security interest in the custom-built greenhouse attached to the land owned by Mr. Sterling was perfected by filing the financing statement in the real estate records of Providence County, which is the correct jurisdiction for real estate located in Rhode Island. The filing provided notice to subsequent purchasers and creditors of the real estate. Therefore, Ms. Evangeline’s security interest has priority over any subsequent interest in the real estate, including the mortgage granted to Oceanview Bank. Oceanview Bank’s mortgage is a subsequent interest in the real estate, and its perfection does not automatically grant it priority over a prior perfected security interest in fixtures.
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Question 13 of 30
13. Question
Artisan’s Apparel, a Rhode Island-based supplier, provides a line of designer clothing to “Boutique Bliss,” a retail store also located in Rhode Island. Artisan’s Apparel obtains a properly perfected purchase money security interest (PMSI) in all inventory supplied by it to Boutique Bliss. Prior to this, “Capital Bank” had a previously perfected, broad security interest in all of Boutique Bliss’s present and after-acquired inventory, as well as all other tangible and intangible assets. Boutique Bliss commingles the new inventory from Artisan’s Apparel with its existing inventory, making it impossible to distinguish the source of specific items. Capital Bank was not notified of Artisan’s Apparel’s PMSI. What is the priority of the security interests in the commingled inventory?
Correct
The question concerns the priority of security interests in a mixed collateral situation under Rhode Island’s Article 9. Specifically, it addresses how a purchase money security interest (PMSI) in inventory is treated when it is later commingled with other inventory, and a prior perfected security interest exists in all of the debtor’s inventory. Rhode Island General Laws § 6A-9-334(d) states that a perfected security interest in goods that subsequently become part of inventory has priority over a conflicting security interest in the inventory. However, the critical element here is that the PMSI is in *inventory*, not goods that *become* inventory. When a PMSI is taken in inventory, and that inventory is commingled, the PMSI holder must be able to trace their collateral. Rhode Island General Laws § 6A-9-334(c) deals with PMSIs in inventory and their priority over other inventory financers. The UCC generally requires that for a PMSI in inventory to retain its superpriority, it must be perfected when the debtor receives possession of the inventory and the secured party must give an authenticated notification to any prior inventory financer. In this scenario, while “Artisan’s Apparel” has a perfected PMSI in the new inventory, the prior perfected security interest held by “Capital Bank” attaches to all inventory, including the commingled goods. Without evidence that Capital Bank received the required notification of the PMSI in inventory, or that Artisan’s Apparel can specifically identify its collateral within the commingled mass (which is highly unlikely and not implied by the facts), Capital Bank’s prior perfected security interest generally takes precedence over Artisan’s Apparel’s PMSI in the commingled inventory. The UCC’s rules on commingled goods, found in Rhode Island General Laws § 6A-9-336, apply to fungible mass, but the priority rules for inventory PMSIs often hinge on notification to prior secured parties. Given the lack of notification to Capital Bank, its prior perfected security interest in all of the debtor’s inventory, including the commingled goods, will likely prevail. Therefore, Capital Bank’s security interest has priority.
Incorrect
The question concerns the priority of security interests in a mixed collateral situation under Rhode Island’s Article 9. Specifically, it addresses how a purchase money security interest (PMSI) in inventory is treated when it is later commingled with other inventory, and a prior perfected security interest exists in all of the debtor’s inventory. Rhode Island General Laws § 6A-9-334(d) states that a perfected security interest in goods that subsequently become part of inventory has priority over a conflicting security interest in the inventory. However, the critical element here is that the PMSI is in *inventory*, not goods that *become* inventory. When a PMSI is taken in inventory, and that inventory is commingled, the PMSI holder must be able to trace their collateral. Rhode Island General Laws § 6A-9-334(c) deals with PMSIs in inventory and their priority over other inventory financers. The UCC generally requires that for a PMSI in inventory to retain its superpriority, it must be perfected when the debtor receives possession of the inventory and the secured party must give an authenticated notification to any prior inventory financer. In this scenario, while “Artisan’s Apparel” has a perfected PMSI in the new inventory, the prior perfected security interest held by “Capital Bank” attaches to all inventory, including the commingled goods. Without evidence that Capital Bank received the required notification of the PMSI in inventory, or that Artisan’s Apparel can specifically identify its collateral within the commingled mass (which is highly unlikely and not implied by the facts), Capital Bank’s prior perfected security interest generally takes precedence over Artisan’s Apparel’s PMSI in the commingled inventory. The UCC’s rules on commingled goods, found in Rhode Island General Laws § 6A-9-336, apply to fungible mass, but the priority rules for inventory PMSIs often hinge on notification to prior secured parties. Given the lack of notification to Capital Bank, its prior perfected security interest in all of the debtor’s inventory, including the commingled goods, will likely prevail. Therefore, Capital Bank’s security interest has priority.
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Question 14 of 30
14. Question
Oceanic Outfitters, a retail business operating exclusively in Rhode Island, secured a loan from Coastal Bank, granting Coastal Bank a perfected security interest in all of its present and after-acquired inventory. Later, Seaside Supplies Inc., a supplier of sporting goods, extended credit to Oceanic Outfitters for a new line of kayaks, taking a purchase money security interest in those specific kayaks. Seaside Supplies Inc. filed its UCC-1 financing statement covering the kayaks and, crucially, sent an authenticated notification to Coastal Bank stating that it expected to acquire a purchase money security interest in inventory of Oceanic Outfitters, specifically describing the kayaks to be delivered. This notification was sent five days before Oceanic Outfitters received the shipment of kayaks. Which party holds the superior security interest in the newly delivered kayaks?
Correct
This question tests the understanding of the priority rules for purchase money security interests (PMSIs) in Rhode Island, specifically concerning inventory. Under Rhode Island General Laws Section 6A-9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory, provided certain conditions are met. The secured party must have a PMSI in the inventory, the conflicting security interest must have been perfected when the debtor received possession of the inventory, and the PMSI secured party must give an authenticated notification to the holder of the conflicting security interest before the receipt of the inventory by the debtor. The notification must state that the PMSI secured party has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this scenario, “Oceanic Outfitters,” a Rhode Island-based business, granted a security interest in all its inventory to “Coastal Bank.” Subsequently, “Seaside Supplies Inc.” provided financing for specific new inventory, acquiring a PMSI. Seaside Supplies Inc. properly filed its financing statement and sent an authenticated notification to Coastal Bank before the new inventory arrived at Oceanic Outfitters’ premises. This notification identified the collateral as “all new inventory delivered to Oceanic Outfitters” and stated Seaside Supplies Inc.’s expectation of acquiring a PMSI. Therefore, Seaside Supplies Inc.’s PMSI in the new inventory takes priority over Coastal Bank’s earlier perfected security interest. The critical element is the proper notification to the prior secured party before the debtor receives possession of the inventory.
Incorrect
This question tests the understanding of the priority rules for purchase money security interests (PMSIs) in Rhode Island, specifically concerning inventory. Under Rhode Island General Laws Section 6A-9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory, provided certain conditions are met. The secured party must have a PMSI in the inventory, the conflicting security interest must have been perfected when the debtor received possession of the inventory, and the PMSI secured party must give an authenticated notification to the holder of the conflicting security interest before the receipt of the inventory by the debtor. The notification must state that the PMSI secured party has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this scenario, “Oceanic Outfitters,” a Rhode Island-based business, granted a security interest in all its inventory to “Coastal Bank.” Subsequently, “Seaside Supplies Inc.” provided financing for specific new inventory, acquiring a PMSI. Seaside Supplies Inc. properly filed its financing statement and sent an authenticated notification to Coastal Bank before the new inventory arrived at Oceanic Outfitters’ premises. This notification identified the collateral as “all new inventory delivered to Oceanic Outfitters” and stated Seaside Supplies Inc.’s expectation of acquiring a PMSI. Therefore, Seaside Supplies Inc.’s PMSI in the new inventory takes priority over Coastal Bank’s earlier perfected security interest. The critical element is the proper notification to the prior secured party before the debtor receives possession of the inventory.
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Question 15 of 30
15. Question
Oceanview Bank perfected a security interest in a yacht owned by Mariner’s Delight LLC by filing a financing statement on March 10, 2019, in Rhode Island. The security agreement also indicated that the yacht was subject to a certificate of title issued by the State of Rhode Island. Mariner’s Delight LLC failed to make payments, and Oceanview Bank initiated repossession proceedings. The yacht was successfully repossessed by Oceanview Bank on April 15, 2024. However, Oceanview Bank neglected to file a continuation statement for its financing statement before its initial perfection period expired. What is the perfection status of Oceanview Bank’s security interest in the yacht at the moment of repossession?
Correct
The core issue here is the perfection of a security interest in collateral that has been repossessed by the secured party. Under Rhode Island’s Uniform Commercial Code (UCC) Article 9, specifically § 9-310, a security interest is generally perfected by filing a financing statement. However, § 9-307 addresses perfection of security interests in goods covered by a certificate of title, which is the case with motor vehicles. Rhode Island General Laws § 34-24-3 requires that a security interest in a motor vehicle be noted on the certificate of title to be perfected. When a secured party, like Oceanview Bank, repossesses collateral, the perfection status of its security interest is generally maintained. The filing of a continuation statement is a mechanism to maintain perfection for a specified period, typically five years from the original filing date, as per § 9-515. If Oceanview Bank’s initial financing statement was filed on January 15, 2019, its perfection would expire on January 15, 2024, if no continuation statement was filed. A continuation statement must be filed within the six-month period before the expiration date. Therefore, to maintain perfection beyond January 15, 2024, Oceanview Bank would need to file a continuation statement between July 15, 2023, and January 15, 2024. Since the repossession occurred on February 1, 2024, after the initial perfection would have lapsed, and no continuation statement was filed within the statutory window, Oceanview Bank’s security interest is unperfected at the time of repossession. This unperfected status would allow a buyer in the ordinary course of business, or a buyer not in the ordinary course of business who takes possession of the collateral without knowledge of the security interest and for value, to take the vehicle free of the security interest, subject to specific exceptions not applicable here. The question focuses on the bank’s internal action (filing a continuation) and its timing relative to the perfection expiration and repossession.
Incorrect
The core issue here is the perfection of a security interest in collateral that has been repossessed by the secured party. Under Rhode Island’s Uniform Commercial Code (UCC) Article 9, specifically § 9-310, a security interest is generally perfected by filing a financing statement. However, § 9-307 addresses perfection of security interests in goods covered by a certificate of title, which is the case with motor vehicles. Rhode Island General Laws § 34-24-3 requires that a security interest in a motor vehicle be noted on the certificate of title to be perfected. When a secured party, like Oceanview Bank, repossesses collateral, the perfection status of its security interest is generally maintained. The filing of a continuation statement is a mechanism to maintain perfection for a specified period, typically five years from the original filing date, as per § 9-515. If Oceanview Bank’s initial financing statement was filed on January 15, 2019, its perfection would expire on January 15, 2024, if no continuation statement was filed. A continuation statement must be filed within the six-month period before the expiration date. Therefore, to maintain perfection beyond January 15, 2024, Oceanview Bank would need to file a continuation statement between July 15, 2023, and January 15, 2024. Since the repossession occurred on February 1, 2024, after the initial perfection would have lapsed, and no continuation statement was filed within the statutory window, Oceanview Bank’s security interest is unperfected at the time of repossession. This unperfected status would allow a buyer in the ordinary course of business, or a buyer not in the ordinary course of business who takes possession of the collateral without knowledge of the security interest and for value, to take the vehicle free of the security interest, subject to specific exceptions not applicable here. The question focuses on the bank’s internal action (filing a continuation) and its timing relative to the perfection expiration and repossession.
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Question 16 of 30
16. Question
Oceanview Properties, a Rhode Island-based real estate developer, secured financing from Coastal Bank for the construction of a new luxury condominium complex in Newport. As part of the financing, Coastal Bank recorded a mortgage on the real property on January 10th. Subsequently, on January 15th, Oceanview Properties entered into a security agreement with “Appliance Innovations Inc.” for the purchase of specialized, high-efficiency kitchen appliances that were to be permanently installed as fixtures in the condominiums. Appliance Innovations Inc. delivered and installed the appliances on January 15th. To perfect its security interest, Appliance Innovations Inc. filed a fixture filing on January 20th in the appropriate county office where real estate mortgages are recorded. Which party holds the superior security interest in the installed kitchen appliances?
Correct
This scenario tests the understanding of perfection of security interests in fixtures under Rhode Island law, specifically focusing on the timing and method of filing. A fixture filing must be made in the office where a mortgage on the real property would be recorded. This is typically the office of the recorder of deeds in the county where the real estate is located. The filing must also identify the real estate. The key to priority in fixture cases is generally the time of filing the fixture filing, which must occur before the goods become fixtures. In this case, the security agreement was entered into and the goods were delivered on January 15th. The fixture filing was made on January 20th. A prior recorded mortgage on the real estate existed. The UCC §9-334(d) in Rhode Island provides that a perfected security interest in fixtures has priority over a conflicting interest of an owner or encumbrancer of the real property if the fixture filing is made before the interest of the owner or encumbrancer is recorded. However, the question states the mortgage was recorded prior to the fixture filing. Therefore, the fixture filing on January 20th, after the goods were installed and the mortgage was already recorded, does not grant priority over the pre-existing mortgage. The correct timing for priority over a prior recorded mortgage is filing the fixture filing *before* the mortgage is recorded, or obtaining the consent of the prior encumbrancer. Since neither occurred, the prior recorded mortgage retains its priority.
Incorrect
This scenario tests the understanding of perfection of security interests in fixtures under Rhode Island law, specifically focusing on the timing and method of filing. A fixture filing must be made in the office where a mortgage on the real property would be recorded. This is typically the office of the recorder of deeds in the county where the real estate is located. The filing must also identify the real estate. The key to priority in fixture cases is generally the time of filing the fixture filing, which must occur before the goods become fixtures. In this case, the security agreement was entered into and the goods were delivered on January 15th. The fixture filing was made on January 20th. A prior recorded mortgage on the real estate existed. The UCC §9-334(d) in Rhode Island provides that a perfected security interest in fixtures has priority over a conflicting interest of an owner or encumbrancer of the real property if the fixture filing is made before the interest of the owner or encumbrancer is recorded. However, the question states the mortgage was recorded prior to the fixture filing. Therefore, the fixture filing on January 20th, after the goods were installed and the mortgage was already recorded, does not grant priority over the pre-existing mortgage. The correct timing for priority over a prior recorded mortgage is filing the fixture filing *before* the mortgage is recorded, or obtaining the consent of the prior encumbrancer. Since neither occurred, the prior recorded mortgage retains its priority.
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Question 17 of 30
17. Question
Coastal Credit Union extended financing to “Rhode Island Retailers Inc.” (RRI), a Rhode Island-based business, by taking a purchase money security interest (PMSI) in a new line of electronic goods that RRI intended to sell. Prior to this, Ocean State Bank had a perfected security interest in all of RRI’s existing and after-acquired inventory. Coastal Credit Union filed its financing statement covering the new electronic goods three days after RRI received possession of the shipment. Ocean State Bank had previously filed a financing statement covering all of RRI’s inventory. Which secured party has priority regarding the new shipment of electronic goods?
Correct
The core issue here is determining the priority of competing security interests in inventory that is subject to a purchase money security interest (PMSI) and a later-filed, after-acquired property clause. Rhode Island General Laws § 6A-9-324(a) governs the priority of PMSI in goods other than inventory. For inventory, Rhode Island General Laws § 6A-9-324(b) specifically addresses PMSI priority. This section requires that for a PMSI in inventory to have priority over a conflicting security interest in the same inventory, the PMSI holder must have perfected its security interest when the debtor received possession of the inventory. Additionally, the PMSI holder must have given an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the goods in question. This notification must be sent within twenty-five years before the debtor receives possession of the inventory. Crucially, the conflicting holder must have knowledge of the PMSI. In this scenario, Ocean State Bank had a prior perfected security interest covering all of the debtor’s inventory, including after-acquired inventory. Coastal Credit Union then obtained a PMSI in a new shipment of goods. For Coastal Credit Union’s PMSI to have priority over Ocean State Bank’s prior perfected security interest in that new shipment, Coastal Credit Union needed to perfect its interest and notify Ocean State Bank before the debtor received possession of the new inventory. Since Coastal Credit Union perfected its PMSI after the debtor received possession of the inventory and did not provide the required notification to Ocean State Bank prior to or at the time of perfection, its PMSI is subordinate to Ocean State Bank’s prior perfected security interest. The notification requirement is key to establishing PMSI priority in inventory against a prior perfected secured party. The twenty-five-year window for notification under Rhode Island law is exceptionally long and generally not a practical consideration in most commercial transactions, but it is the statutory period. The critical failure for Coastal Credit Union is the lack of timely perfection and notification.
Incorrect
The core issue here is determining the priority of competing security interests in inventory that is subject to a purchase money security interest (PMSI) and a later-filed, after-acquired property clause. Rhode Island General Laws § 6A-9-324(a) governs the priority of PMSI in goods other than inventory. For inventory, Rhode Island General Laws § 6A-9-324(b) specifically addresses PMSI priority. This section requires that for a PMSI in inventory to have priority over a conflicting security interest in the same inventory, the PMSI holder must have perfected its security interest when the debtor received possession of the inventory. Additionally, the PMSI holder must have given an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the goods in question. This notification must be sent within twenty-five years before the debtor receives possession of the inventory. Crucially, the conflicting holder must have knowledge of the PMSI. In this scenario, Ocean State Bank had a prior perfected security interest covering all of the debtor’s inventory, including after-acquired inventory. Coastal Credit Union then obtained a PMSI in a new shipment of goods. For Coastal Credit Union’s PMSI to have priority over Ocean State Bank’s prior perfected security interest in that new shipment, Coastal Credit Union needed to perfect its interest and notify Ocean State Bank before the debtor received possession of the new inventory. Since Coastal Credit Union perfected its PMSI after the debtor received possession of the inventory and did not provide the required notification to Ocean State Bank prior to or at the time of perfection, its PMSI is subordinate to Ocean State Bank’s prior perfected security interest. The notification requirement is key to establishing PMSI priority in inventory against a prior perfected secured party. The twenty-five-year window for notification under Rhode Island law is exceptionally long and generally not a practical consideration in most commercial transactions, but it is the statutory period. The critical failure for Coastal Credit Union is the lack of timely perfection and notification.
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Question 18 of 30
18. Question
Providence Pianos, a Rhode Island-based musical instrument retailer, granted a security interest in its entire inventory of grand pianos to OceanFirst Bank to secure a loan. OceanFirst Bank properly filed a financing statement on May 1, 2023, perfecting its security interest in all of Providence Pianos’ inventory. On May 15, 2023, a customer, Mr. Arthur Pendelton, purchased a Steinway grand piano from Providence Pianos’ showroom. Mr. Pendelton is a resident of Massachusetts, operates a small jazz club in Boston, and purchased the piano for use in his club. He paid fair market value for the piano and received physical possession of it on the same day. He was aware that Providence Pianos was selling pianos, but he had no specific knowledge of OceanFirst Bank’s security interest or any facts that would suggest the sale was a bulk transaction or in satisfaction of a money debt. Under Rhode Island’s Article 9 of the Uniform Commercial Code, does Mr. Pendelton take the piano free of OceanFirst Bank’s security interest?
Correct
Under Rhode Island General Laws § 6A-9-317(a)(1), a security interest is subordinate to the rights of a person entitled to take free of the security interest or agricultural lien. Such a person includes a buyer of goods, a lessee of goods, or a licensee of general intangibles, in ordinary course of business, to the extent that they give value and receive delivery of the collateral without knowledge of the security interest and before it has been perfected. Perfection is generally achieved by filing a financing statement or taking possession of the collateral. If the security interest is unperfected at the time of sale, a buyer in the ordinary course of business will take the goods free of that security interest, even if the buyer has knowledge of the security interest itself, as long as they do not have knowledge of facts that would render the sale a bulk sale or in satisfaction of a money debt. The key here is the timing of perfection relative to the buyer’s acquisition of the goods and their status as a buyer in the ordinary course of business. If the security interest was perfected prior to the sale, the buyer would not take free of it unless another exception applied. In this scenario, the security interest was perfected on May 1st, and the sale occurred on May 15th. Therefore, the buyer, even if acting in the ordinary course of business, acquired the goods subject to the already perfected security interest.
Incorrect
Under Rhode Island General Laws § 6A-9-317(a)(1), a security interest is subordinate to the rights of a person entitled to take free of the security interest or agricultural lien. Such a person includes a buyer of goods, a lessee of goods, or a licensee of general intangibles, in ordinary course of business, to the extent that they give value and receive delivery of the collateral without knowledge of the security interest and before it has been perfected. Perfection is generally achieved by filing a financing statement or taking possession of the collateral. If the security interest is unperfected at the time of sale, a buyer in the ordinary course of business will take the goods free of that security interest, even if the buyer has knowledge of the security interest itself, as long as they do not have knowledge of facts that would render the sale a bulk sale or in satisfaction of a money debt. The key here is the timing of perfection relative to the buyer’s acquisition of the goods and their status as a buyer in the ordinary course of business. If the security interest was perfected prior to the sale, the buyer would not take free of it unless another exception applied. In this scenario, the security interest was perfected on May 1st, and the sale occurred on May 15th. Therefore, the buyer, even if acting in the ordinary course of business, acquired the goods subject to the already perfected security interest.
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Question 19 of 30
19. Question
Oceanic Artisans, a Rhode Island-based craft supplier, grants a security interest in its primary operating deposit account, held at Harbor Bank, to Coastal Capital LLC, a financing company. Coastal Capital LLC diligently files a UCC-1 financing statement with the Rhode Island Secretary of State and also obtains a written agreement from Oceanic Artisans explicitly assigning the deposit account to Coastal Capital LLC. However, Coastal Capital LLC does not communicate with Harbor Bank regarding this assignment, nor does it obtain Harbor Bank’s agreement to comply with its instructions concerning the account. Subsequently, Oceanic Artisans files for bankruptcy in the United States Bankruptcy Court for the District of Rhode Island. What is the status of Coastal Capital LLC’s security interest in the deposit account as against the bankruptcy trustee?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account, which is a type of investment property under Article 9 of the Uniform Commercial Code. Rhode Island law, like most states, follows the UCC. Perfection in deposit accounts is typically achieved by control, as defined in UCC § 9-104. Control is established when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank with which the deposit account is maintained, or when the secured party becomes the assignee of the deposit account. In this scenario, the debtor, “Oceanic Artisans,” grants a security interest to “Coastal Capital LLC” in its general deposit account held at “Harbor Bank.” Coastal Capital LLC takes the necessary steps to perfect its security interest. If Coastal Capital LLC were to obtain control by becoming the bank itself (which is not stated), or by assignment (which is also not stated), or by obtaining the agreement of Harbor Bank that Harbor Bank will comply with Coastal Capital LLC’s instructions regarding the deposit account, then its security interest would be perfected. Simply filing a financing statement is insufficient for perfection of a security interest in a deposit account, as UCC § 9-312(b)(1) explicitly states that filing is not an effective method of perfection for deposit accounts. Therefore, the crucial element for perfection is control. Without control, Coastal Capital LLC’s security interest remains unperfected against third parties, including a hypothetical bankruptcy trustee or a buyer of the account. The question asks about perfection, and the only way to achieve perfection for a deposit account under Article 9, other than by being the bank or assignee, is through the bank’s agreement to follow the secured party’s instructions.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account, which is a type of investment property under Article 9 of the Uniform Commercial Code. Rhode Island law, like most states, follows the UCC. Perfection in deposit accounts is typically achieved by control, as defined in UCC § 9-104. Control is established when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank with which the deposit account is maintained, or when the secured party becomes the assignee of the deposit account. In this scenario, the debtor, “Oceanic Artisans,” grants a security interest to “Coastal Capital LLC” in its general deposit account held at “Harbor Bank.” Coastal Capital LLC takes the necessary steps to perfect its security interest. If Coastal Capital LLC were to obtain control by becoming the bank itself (which is not stated), or by assignment (which is also not stated), or by obtaining the agreement of Harbor Bank that Harbor Bank will comply with Coastal Capital LLC’s instructions regarding the deposit account, then its security interest would be perfected. Simply filing a financing statement is insufficient for perfection of a security interest in a deposit account, as UCC § 9-312(b)(1) explicitly states that filing is not an effective method of perfection for deposit accounts. Therefore, the crucial element for perfection is control. Without control, Coastal Capital LLC’s security interest remains unperfected against third parties, including a hypothetical bankruptcy trustee or a buyer of the account. The question asks about perfection, and the only way to achieve perfection for a deposit account under Article 9, other than by being the bank or assignee, is through the bank’s agreement to follow the secured party’s instructions.
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Question 20 of 30
20. Question
Oceanic Acquisitions, a Rhode Island-based investment firm, purchased all accounts receivable from Coastal Enterprises, a manufacturing company also located in Rhode Island, as part of a larger business acquisition. Coastal Enterprises subsequently filed for bankruptcy protection in the U.S. Bankruptcy Court for the District of Rhode Island. Oceanic Acquisitions had not filed a UCC-1 financing statement in Rhode Island to perfect its interest in the purchased accounts. What is the status of Oceanic Acquisitions’ security interest in the accounts receivable as against the bankruptcy trustee?
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 Rhode Island General Laws § 6A-9-109(a)(3), Article 9 applies to a sale of accounts, chattel paper, payment intangibles, or promissory notes. When accounts are sold, the buyer of those accounts has a security interest in them. Perfection of this security interest in accounts is typically achieved by filing a financing statement under Rhode Island General Laws § 6A-9-310(a). However, Rhode Island General Laws § 6A-9-309(2) provides an exception: a security interest in a security, commodity contract, or account that is created by an account debtor’s agreement to pay the secured party directly is automatically perfected. This exception is for “control” in the context of deposit accounts or investment property, not for general accounts. The sale of accounts is a financing transaction for Article 9 purposes. Therefore, to perfect a security interest in accounts arising from the sale of a business, a financing statement must be filed with the Rhode Island Secretary of State, as per Rhode Island General Laws § 6A-9-501. The buyer of the accounts, “Oceanic Acquisitions,” must file a UCC-1 financing statement to ensure its security interest is perfected against third-party claims, including subsequent creditors or a trustee in bankruptcy. Without filing, Oceanic Acquisitions’ unperfected security interest is subordinate to a perfected security interest and, importantly, to a buyer of the collateral that receives value and possession of the collateral, and to a lien creditor or a buyer of the collateral that obtains a security interest. In this scenario, the bankruptcy trustee for “Coastal Enterprises” would be a hypothetical lien creditor from the moment of bankruptcy filing, taking priority over Oceanic Acquisitions’ unperfected security interest.
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 Rhode Island General Laws § 6A-9-109(a)(3), Article 9 applies to a sale of accounts, chattel paper, payment intangibles, or promissory notes. When accounts are sold, the buyer of those accounts has a security interest in them. Perfection of this security interest in accounts is typically achieved by filing a financing statement under Rhode Island General Laws § 6A-9-310(a). However, Rhode Island General Laws § 6A-9-309(2) provides an exception: a security interest in a security, commodity contract, or account that is created by an account debtor’s agreement to pay the secured party directly is automatically perfected. This exception is for “control” in the context of deposit accounts or investment property, not for general accounts. The sale of accounts is a financing transaction for Article 9 purposes. Therefore, to perfect a security interest in accounts arising from the sale of a business, a financing statement must be filed with the Rhode Island Secretary of State, as per Rhode Island General Laws § 6A-9-501. The buyer of the accounts, “Oceanic Acquisitions,” must file a UCC-1 financing statement to ensure its security interest is perfected against third-party claims, including subsequent creditors or a trustee in bankruptcy. Without filing, Oceanic Acquisitions’ unperfected security interest is subordinate to a perfected security interest and, importantly, to a buyer of the collateral that receives value and possession of the collateral, and to a lien creditor or a buyer of the collateral that obtains a security interest. In this scenario, the bankruptcy trustee for “Coastal Enterprises” would be a hypothetical lien creditor from the moment of bankruptcy filing, taking priority over Oceanic Acquisitions’ unperfected security interest.
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Question 21 of 30
21. Question
Ocean State Bank extended a significant loan to Ocean State Manufacturing LLC, a Rhode Island-based company, taking a security interest in all of the LLC’s heavy manufacturing equipment. The security agreement was properly executed. Ocean State Manufacturing LLC subsequently transported some of this equipment to Massachusetts for a three-week industry trade show. Which action by Ocean State Bank is necessary to achieve perfection of its security interest in the equipment under Rhode Island’s Article 9 of the Uniform Commercial Code, ensuring priority against subsequent purchasers and creditors?
Correct
Under Rhode Island General Laws § 6A-9-310, a security interest is generally perfected by filing a financing statement in the appropriate jurisdiction. However, for certain types of collateral, perfection can be achieved by possession or control. For goods, perfection is typically achieved by filing a financing statement in the state where the goods are located. In this scenario, the collateral is heavy manufacturing equipment, which falls under the definition of “goods.” The debtor, Ocean State Manufacturing LLC, is located in Rhode Island. Therefore, to perfect its security interest in this equipment, Ocean State Bank must file a financing statement in Rhode Island. The financing statement should be filed with the Rhode Island Secretary of State, as per Rhode Island General Laws § 6A-9-501. Filing in Massachusetts, where the equipment is temporarily located for a trade show, would not perfect the security interest against a buyer in the ordinary course of business or other creditors who have a perfected security interest in Rhode Island. The temporary location for a trade show does not change the location of the goods for perfection purposes under Article 9 of the UCC, which generally follows the location of the debtor for goods of this nature unless otherwise specified. Therefore, filing in Rhode Island is the correct method for perfection.
Incorrect
Under Rhode Island General Laws § 6A-9-310, a security interest is generally perfected by filing a financing statement in the appropriate jurisdiction. However, for certain types of collateral, perfection can be achieved by possession or control. For goods, perfection is typically achieved by filing a financing statement in the state where the goods are located. In this scenario, the collateral is heavy manufacturing equipment, which falls under the definition of “goods.” The debtor, Ocean State Manufacturing LLC, is located in Rhode Island. Therefore, to perfect its security interest in this equipment, Ocean State Bank must file a financing statement in Rhode Island. The financing statement should be filed with the Rhode Island Secretary of State, as per Rhode Island General Laws § 6A-9-501. Filing in Massachusetts, where the equipment is temporarily located for a trade show, would not perfect the security interest against a buyer in the ordinary course of business or other creditors who have a perfected security interest in Rhode Island. The temporary location for a trade show does not change the location of the goods for perfection purposes under Article 9 of the UCC, which generally follows the location of the debtor for goods of this nature unless otherwise specified. Therefore, filing in Rhode Island is the correct method for perfection.
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Question 22 of 30
22. Question
Narragansett Industries, a Rhode Island-based manufacturing firm, obtained a loan from Coastal Bank. As collateral for this loan, Narragansett Industries granted Coastal Bank a security interest in its primary operating deposit account, which is maintained at Coastal Bank. Coastal Bank filed a UCC-1 financing statement with the Rhode Island Secretary of State covering all of Narragansett Industries’ assets, including its deposit accounts. Subsequently, Oceanview Credit Union extended a loan to Narragansett Industries, taking a security interest in the same deposit account and filing a UCC-1 financing statement. Oceanview Credit Union then sent a written notification to Coastal Bank stating that Oceanview Credit Union had a security interest in the deposit account and demanded that Coastal Bank remit any funds in the account to Oceanview Credit Union. Coastal Bank did not respond to Oceanview Credit Union’s notification. Which secured party has a perfected security interest in the deposit account?
Correct
The core issue here is the perfection of a security interest in a deposit account. Under Rhode Island General Laws Section 6A-9-304(a), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Rhode Island General Laws Section 6A-9-104. For a bank, control is achieved when the bank becomes the “bank” in which the deposit account is maintained, meaning the bank has agreed that it will comply with instructions from the secured party concerning the account. In this scenario, Coastal Bank has a security interest in the deposit account held by Narragansett Industries at Coastal Bank itself. Coastal Bank is the bank where the deposit account is located. Therefore, Coastal Bank has control over the deposit account by virtue of its status as the depositary bank and its implied or explicit agreement to follow instructions regarding the account, as per R.I. Gen. Laws § 6A-9-104(a)(1). Filing a financing statement is not sufficient for perfection in deposit accounts. Possession is not applicable to deposit accounts. A notification to the bank without the bank’s agreement to act on the secured party’s instructions does not establish control. Thus, Coastal Bank has perfected its security interest through control.
Incorrect
The core issue here is the perfection of a security interest in a deposit account. Under Rhode Island General Laws Section 6A-9-304(a), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Rhode Island General Laws Section 6A-9-104. For a bank, control is achieved when the bank becomes the “bank” in which the deposit account is maintained, meaning the bank has agreed that it will comply with instructions from the secured party concerning the account. In this scenario, Coastal Bank has a security interest in the deposit account held by Narragansett Industries at Coastal Bank itself. Coastal Bank is the bank where the deposit account is located. Therefore, Coastal Bank has control over the deposit account by virtue of its status as the depositary bank and its implied or explicit agreement to follow instructions regarding the account, as per R.I. Gen. Laws § 6A-9-104(a)(1). Filing a financing statement is not sufficient for perfection in deposit accounts. Possession is not applicable to deposit accounts. A notification to the bank without the bank’s agreement to act on the secured party’s instructions does not establish control. Thus, Coastal Bank has perfected its security interest through control.
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Question 23 of 30
23. Question
A medical practice located in Providence, Rhode Island, specializing in physical therapy, enters into a financing agreement with a commercial lender. The agreement grants the lender a security interest in all of the practice’s accounts, including those arising from payments due from health insurance providers for services rendered to patients. The lender does not file a UCC-1 financing statement in Rhode Island. What is the status of the lender’s security interest in these accounts at the moment it attaches?
Correct
The core issue here revolves around the perfection of a security interest in accounts, specifically in the context of Rhode Island law which largely follows UCC Article 9. When a security agreement grants a security interest in accounts, perfection is typically achieved by filing a financing statement. However, UCC § 9-309(2) provides an exception for “a security interest created by an assignment of a health-care-insurance receivable to the provider of that health care.” This exception allows for perfection without filing, typically by the assignee’s possession of the receivable or, more commonly in modern practice, through automatic perfection upon attachment. Rhode Island’s adoption of UCC Article 9, specifically § 9-309(2), mirrors this exception. Therefore, a security interest in accounts arising from healthcare services rendered by a provider in Rhode Island, when assigned to a lender, is automatically perfected at the time of attachment, without the need for a UCC-1 filing. This automatic perfection is a key feature designed to streamline financing for healthcare providers. The explanation focuses on the specific statutory exception that bypasses the general filing requirement for accounts.
Incorrect
The core issue here revolves around the perfection of a security interest in accounts, specifically in the context of Rhode Island law which largely follows UCC Article 9. When a security agreement grants a security interest in accounts, perfection is typically achieved by filing a financing statement. However, UCC § 9-309(2) provides an exception for “a security interest created by an assignment of a health-care-insurance receivable to the provider of that health care.” This exception allows for perfection without filing, typically by the assignee’s possession of the receivable or, more commonly in modern practice, through automatic perfection upon attachment. Rhode Island’s adoption of UCC Article 9, specifically § 9-309(2), mirrors this exception. Therefore, a security interest in accounts arising from healthcare services rendered by a provider in Rhode Island, when assigned to a lender, is automatically perfected at the time of attachment, without the need for a UCC-1 filing. This automatic perfection is a key feature designed to streamline financing for healthcare providers. The explanation focuses on the specific statutory exception that bypasses the general filing requirement for accounts.
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Question 24 of 30
24. Question
Following a default by a Rhode Island-based business, “Ocean State Outfitters,” on a secured loan for specialized fishing equipment, the secured lender, “Coastal Capital,” attempts to repossess the collateral. The equipment is stored in a locked shed located on the business premises, which are leased by Ocean State Outfitters. The shed is detached from the main office building but is on the leased property. Coastal Capital’s representative, without prior permission from Ocean State Outfitters and without judicial process, forces the lock on the shed to retrieve the fishing gear. Under Rhode Island’s Article 9 of the Uniform Commercial Code, what is the most likely legal consequence for Coastal Capital’s actions?
Correct
In Rhode Island, a secured party’s rights upon default are governed by Article 9 of the Uniform Commercial Code. When a debtor defaults on a secured loan, the secured party has the right to repossess the collateral. However, this repossession must be conducted without a “breach of the peace.” A breach of the peace is a broad concept that can include physical violence, threats of violence, breaking into a dwelling, or even actions that would likely incite a breach of the peace by the debtor or others present. For instance, if the secured party’s agent forcibly enters the debtor’s garage, which is attached to their home, to repossess a vehicle, this would likely constitute a breach of the peace. Conversely, if the vehicle is parked in a public street or in an unlocked driveway, repossession without entry into a dwelling or causing a disturbance would generally not be a breach of the peace. The UCC, as adopted in Rhode Island, emphasizes that the secured party must proceed in a commercially reasonable manner. Failure to do so can result in liability for damages caused to the debtor. The question hinges on the interpretation of “breach of the peace” in the context of repossession, particularly concerning entry into private spaces. Repossessing from a common area of a multi-unit dwelling, like an apartment complex’s parking lot, is typically permissible if it doesn’t involve entering the debtor’s private dwelling unit or causing a significant disturbance.
Incorrect
In Rhode Island, a secured party’s rights upon default are governed by Article 9 of the Uniform Commercial Code. When a debtor defaults on a secured loan, the secured party has the right to repossess the collateral. However, this repossession must be conducted without a “breach of the peace.” A breach of the peace is a broad concept that can include physical violence, threats of violence, breaking into a dwelling, or even actions that would likely incite a breach of the peace by the debtor or others present. For instance, if the secured party’s agent forcibly enters the debtor’s garage, which is attached to their home, to repossess a vehicle, this would likely constitute a breach of the peace. Conversely, if the vehicle is parked in a public street or in an unlocked driveway, repossession without entry into a dwelling or causing a disturbance would generally not be a breach of the peace. The UCC, as adopted in Rhode Island, emphasizes that the secured party must proceed in a commercially reasonable manner. Failure to do so can result in liability for damages caused to the debtor. The question hinges on the interpretation of “breach of the peace” in the context of repossession, particularly concerning entry into private spaces. Repossessing from a common area of a multi-unit dwelling, like an apartment complex’s parking lot, is typically permissible if it doesn’t involve entering the debtor’s private dwelling unit or causing a significant disturbance.
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Question 25 of 30
25. Question
Coastal Capital LLC, a Rhode Island-based lender, extended a significant loan to “Seaside Ventures,” a business operating primarily in Rhode Island. As collateral for the loan, Seaside Ventures granted Coastal Capital LLC a security interest in all of its assets, including a substantial deposit account held at the Bank of Newport, also located in Rhode Island. Coastal Capital LLC took possession of the account statements and executed a security agreement with Seaside Ventures. Subsequently, Oceanic Financial Corp., another lender, also extended credit to Seaside Ventures and properly filed a UCC-1 financing statement covering all of Seaside Ventures’ assets, including deposit accounts, with the Rhode Island Secretary of State. Oceanic Financial Corp. was aware of Coastal Capital LLC’s prior loan but was not informed of the specifics of their collateral arrangement concerning the deposit account. If a dispute arises between Coastal Capital LLC and Oceanic Financial Corp. over priority in Seaside Ventures’ deposit account, which party has the superior claim under Rhode Island’s Article 9 of the Uniform Commercial Code?
Correct
The core issue here revolves around the perfection of a security interest in deposit accounts, specifically when a bank has possession of the account. Under Rhode Island General Laws § 6A-9-312(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Rhode Island General Laws § 6A-9-104(a) defines control of a deposit account as when the bank in which the deposit account is maintained has agreed to comply with the secured party’s instructions concerning the account without further consent by the depositor. In this scenario, the Bank of Newport is the bank where the deposit account is held. While “Coastal Capital LLC” has a security agreement and has taken possession of the account, the critical element for perfection against third-party claims, particularly another secured party like “Oceanic Financial Corp.” which has also filed a UCC-1 financing statement, is control. Since the Bank of Newport has not entered into a control agreement with Coastal Capital LLC that grants them exclusive control or acknowledges their security interest in a manner that subordinates its own rights or the rights of other depositors, Coastal Capital LLC’s security interest in the deposit account is unperfected. Oceanic Financial Corp.’s properly filed UCC-1 financing statement gives it priority over unperfected security interests in collateral other than deposit accounts where control is the sole method of perfection. Therefore, Oceanic Financial Corp. has priority regarding the deposit account, as Coastal Capital LLC failed to obtain control.
Incorrect
The core issue here revolves around the perfection of a security interest in deposit accounts, specifically when a bank has possession of the account. Under Rhode Island General Laws § 6A-9-312(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Rhode Island General Laws § 6A-9-104(a) defines control of a deposit account as when the bank in which the deposit account is maintained has agreed to comply with the secured party’s instructions concerning the account without further consent by the depositor. In this scenario, the Bank of Newport is the bank where the deposit account is held. While “Coastal Capital LLC” has a security agreement and has taken possession of the account, the critical element for perfection against third-party claims, particularly another secured party like “Oceanic Financial Corp.” which has also filed a UCC-1 financing statement, is control. Since the Bank of Newport has not entered into a control agreement with Coastal Capital LLC that grants them exclusive control or acknowledges their security interest in a manner that subordinates its own rights or the rights of other depositors, Coastal Capital LLC’s security interest in the deposit account is unperfected. Oceanic Financial Corp.’s properly filed UCC-1 financing statement gives it priority over unperfected security interests in collateral other than deposit accounts where control is the sole method of perfection. Therefore, Oceanic Financial Corp. has priority regarding the deposit account, as Coastal Capital LLC failed to obtain control.
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Question 26 of 30
26. Question
A Rhode Island-based dealership, “Ocean State Motors,” sells a used automobile to a consumer. The consumer finances the purchase through “Coastal Credit Union,” which properly files a UCC-1 financing statement with the Rhode Island Secretary of State within ten days of the sale. The consumer defaults on the loan. Subsequently, the consumer sells the automobile to “Block Island Auto Sales,” another dealership, which purchases the vehicle for value and without notice of Coastal Credit Union’s security interest. Coastal Credit Union seeks to repossess the vehicle from Block Island Auto Sales. What is the legal status of Coastal Credit Union’s security interest concerning Block Island Auto Sales under Rhode Island law?
Correct
The core issue here revolves around the perfection of a security interest in a vehicle that is titled in Rhode Island. Under Rhode Island General Laws Chapter 10A (Uniform Commercial Code, Article 9), the perfection of a security interest in a vehicle subject to a certificate of title statute is governed by that statute. Rhode Island’s Certificate of Motor Vehicle Title Act, found in Title 31 of the Rhode Island General Laws, specifically addresses the creation and perfection of security interests in motor vehicles. Section 31-3-1 states that a security interest in a vehicle is perfected when the security interest is noted on the certificate of title. Filing a UCC-1 financing statement with the Rhode Island Secretary of State is generally the method for perfecting security interests in personal property, but for titled vehicles, the certificate of title system preempts the UCC filing requirements for perfection. Therefore, even though the lender filed a UCC-1 financing statement, it is the notation of the security interest on the Rhode Island certificate of title that establishes the lender’s perfected security interest against third parties. Without this notation, the security interest remains unperfected as against a buyer who takes possession of the vehicle for value and without knowledge of the security interest, or against a lien creditor.
Incorrect
The core issue here revolves around the perfection of a security interest in a vehicle that is titled in Rhode Island. Under Rhode Island General Laws Chapter 10A (Uniform Commercial Code, Article 9), the perfection of a security interest in a vehicle subject to a certificate of title statute is governed by that statute. Rhode Island’s Certificate of Motor Vehicle Title Act, found in Title 31 of the Rhode Island General Laws, specifically addresses the creation and perfection of security interests in motor vehicles. Section 31-3-1 states that a security interest in a vehicle is perfected when the security interest is noted on the certificate of title. Filing a UCC-1 financing statement with the Rhode Island Secretary of State is generally the method for perfecting security interests in personal property, but for titled vehicles, the certificate of title system preempts the UCC filing requirements for perfection. Therefore, even though the lender filed a UCC-1 financing statement, it is the notation of the security interest on the Rhode Island certificate of title that establishes the lender’s perfected security interest against third parties. Without this notation, the security interest remains unperfected as against a buyer who takes possession of the vehicle for value and without knowledge of the security interest, or against a lien creditor.
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Question 27 of 30
27. Question
Maritime Holdings, a Rhode Island-based entity, acquired Coastal Enterprises, a local fishing company, in a comprehensive asset purchase agreement. This agreement included the transfer of all of Coastal Enterprises’ outstanding accounts receivable from its wholesale fish sales to various restaurants across New England. Maritime Holdings did not file a UCC-1 financing statement in Rhode Island or any other state concerning these acquired accounts. Subsequently, a different creditor of Coastal Enterprises, Oceanview Bank, which had a prior perfected security interest in all of Coastal Enterprises’ general intangibles, attempted to claim the acquired accounts receivable based on its earlier filing. What is the legal status of Maritime Holdings’ claim to the accounts receivable in Rhode Island?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Rhode Island’s Uniform Commercial Code (UCC) Article 9, a security interest is generally perfected by filing a financing statement. However, UCC § 9-109(d)(3) provides an exception: Article 9 does not apply to the sale of accounts or chattel paper as part of a sale of a business out of which they arose. This exception is crucial because it means that the UCC’s filing requirements do not apply to such transactions. Instead, the transfer of accounts in this context is treated as a true sale, not a secured transaction, and therefore, no UCC-1 financing statement is required for perfection. The transfer of ownership is effective upon the agreement of the parties. Consequently, when Maritime Holdings purchased the accounts from Coastal Enterprises as part of the sale of Coastal’s entire fishing operation, the transfer was not subject to Article 9’s perfection rules. Therefore, Maritime Holdings’ ownership of the accounts is established by the sale agreement itself, not by a UCC filing.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Rhode Island’s Uniform Commercial Code (UCC) Article 9, a security interest is generally perfected by filing a financing statement. However, UCC § 9-109(d)(3) provides an exception: Article 9 does not apply to the sale of accounts or chattel paper as part of a sale of a business out of which they arose. This exception is crucial because it means that the UCC’s filing requirements do not apply to such transactions. Instead, the transfer of accounts in this context is treated as a true sale, not a secured transaction, and therefore, no UCC-1 financing statement is required for perfection. The transfer of ownership is effective upon the agreement of the parties. Consequently, when Maritime Holdings purchased the accounts from Coastal Enterprises as part of the sale of Coastal’s entire fishing operation, the transfer was not subject to Article 9’s perfection rules. Therefore, Maritime Holdings’ ownership of the accounts is established by the sale agreement itself, not by a UCC filing.
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Question 28 of 30
28. Question
Oceanview Bank extended a loan to Coastal Holdings, a Rhode Island-based corporation, and took a security interest in substantially all of Coastal Holdings’ assets, including a significant deposit account held at Harbor National Bank. Oceanview Bank filed a UCC-1 financing statement covering “all assets” of Coastal Holdings and took possession of certain stock certificates pledged as additional collateral. Subsequently, Providence Bank also extended a loan to Coastal Holdings, taking a security interest in the same deposit account. Providence Bank entered into a valid control agreement with Harbor National Bank, which explicitly acknowledged Providence Bank’s exclusive right to direct the disposition of funds in the account. Which bank has the perfected security interest in the deposit account, and why?
Correct
The core issue here is the perfection of a security interest in a deposit account. Under Rhode Island’s Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in R.I. Gen. Laws § 6A-9-104 as the secured party obtaining the right to charge the deposit account. This can be achieved in several ways, including becoming the depositary bank’s customer with respect to the deposit account, or by entering into a control agreement with the depositary bank and the debtor, where the bank agrees to follow the secured party’s instructions without further consent from the debtor. In this scenario, Oceanview Bank only took possession of the stock certificates, which are collateral related to a different transaction, and filed a UCC-1 financing statement covering “all assets” of Coastal Holdings. A general “all assets” filing does not automatically grant control over a deposit account. The depositary bank, Harbor National, has not entered into a control agreement with Oceanview Bank, nor has Oceanview Bank become the customer of record for the deposit account. Therefore, Oceanview Bank has failed to perfect its security interest in the deposit account. The security interest of Providence Bank, which has a control agreement with Harbor National, is perfected and has priority.
Incorrect
The core issue here is the perfection of a security interest in a deposit account. Under Rhode Island’s Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in R.I. Gen. Laws § 6A-9-104 as the secured party obtaining the right to charge the deposit account. This can be achieved in several ways, including becoming the depositary bank’s customer with respect to the deposit account, or by entering into a control agreement with the depositary bank and the debtor, where the bank agrees to follow the secured party’s instructions without further consent from the debtor. In this scenario, Oceanview Bank only took possession of the stock certificates, which are collateral related to a different transaction, and filed a UCC-1 financing statement covering “all assets” of Coastal Holdings. A general “all assets” filing does not automatically grant control over a deposit account. The depositary bank, Harbor National, has not entered into a control agreement with Oceanview Bank, nor has Oceanview Bank become the customer of record for the deposit account. Therefore, Oceanview Bank has failed to perfect its security interest in the deposit account. The security interest of Providence Bank, which has a control agreement with Harbor National, is perfected and has priority.
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Question 29 of 30
29. Question
Coastal Capital, a Rhode Island lender, extended a loan to Oceanfront Holdings, a business operating primarily in Providence, Rhode Island. As collateral, Oceanfront Holdings granted Coastal Capital a security interest in all of its deposit accounts, including a substantial account held at Seaside Bank, a federally chartered institution. Coastal Capital diligently filed a UCC-1 financing statement with the Rhode Island Secretary of State, listing Oceanfront Holdings as the debtor and the deposit account as collateral. Subsequently, Oceanfront Holdings obtained a second loan from Harbor Investments, another Rhode Island entity. Harbor Investments, in addition to filing a financing statement, entered into a written control agreement with Seaside Bank, whereby Seaside Bank agreed to follow Harbor Investments’ instructions with respect to the deposit account. Which entity has priority in the deposit account held by Oceanfront Holdings at Seaside Bank?
Correct
The question concerns the perfection of a security interest in a deposit account under Rhode Island’s Article 9. Under UCC § 9-312(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in UCC § 9-104 to include obtaining possession of the deposit account or entering into a control agreement with the bank in which the deposit account is maintained. Filing a financing statement is generally insufficient for perfection in deposit accounts. In this scenario, “Coastal Capital” filed a financing statement but did not obtain control of the deposit account held by “Oceanfront Holdings” at “Seaside Bank.” Therefore, Coastal Capital’s security interest is unperfected. “Harbor Investments” perfected its security interest by obtaining control through a control agreement with Seaside Bank. In a dispute between two secured parties, the perfected secured party generally has priority over an unperfected secured party. Thus, Harbor Investments has priority.
Incorrect
The question concerns the perfection of a security interest in a deposit account under Rhode Island’s Article 9. Under UCC § 9-312(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in UCC § 9-104 to include obtaining possession of the deposit account or entering into a control agreement with the bank in which the deposit account is maintained. Filing a financing statement is generally insufficient for perfection in deposit accounts. In this scenario, “Coastal Capital” filed a financing statement but did not obtain control of the deposit account held by “Oceanfront Holdings” at “Seaside Bank.” Therefore, Coastal Capital’s security interest is unperfected. “Harbor Investments” perfected its security interest by obtaining control through a control agreement with Seaside Bank. In a dispute between two secured parties, the perfected secured party generally has priority over an unperfected secured party. Thus, Harbor Investments has priority.
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Question 30 of 30
30. Question
Atlantic Bank provided financing to Coastal Manufacturing, a Rhode Island-based firm, for the purchase of specialized manufacturing equipment. This financing was structured as a purchase money security interest (PMSI). Concurrently, Providence Capital held a previously perfected security interest in all of Coastal Manufacturing’s existing and after-acquired inventory. Coastal Manufacturing received possession of the new equipment on March 1st. Atlantic Bank filed its UCC-1 financing statement, correctly identifying the collateral as “equipment and inventory,” on February 28th. Which of the following statements accurately describes the priority of Atlantic Bank’s security interest in the inventory produced by the new equipment?
Correct
In Rhode Island, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in inventory generally requires both attachment and perfection. Attachment occurs when value is given, the debtor has rights in the collateral, and a security agreement is in place. Perfection, for inventory, is typically achieved by filing a financing statement. However, UCC § 9-312(c) provides a special rule for PMSIs in inventory. If a creditor has a PMSI in inventory and files a financing statement before the debtor receives possession of the inventory, and the financing statement indicates that it covers inventory, that creditor’s security interest generally has priority over conflicting security interests in that inventory. This priority extends to identifiable proceeds of the inventory. Therefore, if Atlantic Bank filed its financing statement covering the specialized manufacturing equipment and its resulting inventory before or on the date Coastal Manufacturing received the equipment, and the statement clearly indicated inventory as collateral, Atlantic Bank’s PMSI would have priority over any previously perfected security interest held by Providence Capital in that same inventory. The key is the timing of the filing relative to the debtor’s receipt of the collateral and the proper indication of inventory in the financing statement.
Incorrect
In Rhode Island, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in inventory generally requires both attachment and perfection. Attachment occurs when value is given, the debtor has rights in the collateral, and a security agreement is in place. Perfection, for inventory, is typically achieved by filing a financing statement. However, UCC § 9-312(c) provides a special rule for PMSIs in inventory. If a creditor has a PMSI in inventory and files a financing statement before the debtor receives possession of the inventory, and the financing statement indicates that it covers inventory, that creditor’s security interest generally has priority over conflicting security interests in that inventory. This priority extends to identifiable proceeds of the inventory. Therefore, if Atlantic Bank filed its financing statement covering the specialized manufacturing equipment and its resulting inventory before or on the date Coastal Manufacturing received the equipment, and the statement clearly indicated inventory as collateral, Atlantic Bank’s PMSI would have priority over any previously perfected security interest held by Providence Capital in that same inventory. The key is the timing of the filing relative to the debtor’s receipt of the collateral and the proper indication of inventory in the financing statement.