In Oregon, when a debtor defaults on a secured obligation, the secured party has various remedies. One crucial aspect is the right to repossess the collateral. Article 9 of the Uniform Commercial Code (UCC), as adopted in Oregon, permits repossession without judicial process if it can be done without a breach of the peace. ORS 79.0609(2) defines “breach of the peace” in the context of repossession. Generally, entering a debtor’s dwelling without consent or using force or deception constitutes a breach of the peace. If a secured party breaches the peace during repossession, they may be liable for conversion or other torts, and the security interest in the collateral may be lost. In this scenario, the secured party’s agent entered the debtor’s unlocked garage and took the vehicle. An unlocked garage, while providing access, does not automatically equate to consent for repossession. The key issue is whether the entry and removal, even without force or overt confrontation, violated the debtor’s reasonable expectation of privacy or security. UCC § 9-609(b) prohibits repossession that creates an unreasonable risk of harm or that involves unlawful entry into a dwelling. While a garage is not a dwelling, the principle of avoiding breaches of the peace and respecting the debtor’s possessory rights is paramount. The act of entering a private structure, even if unlocked, to take collateral without explicit consent can be construed as a breach of the peace under a strict interpretation of the UCC’s policy. Therefore, the secured party likely breached the peace by entering the garage, rendering the repossession wrongful.

The core issue in this scenario is the perfection of a security interest in accounts that are part of a sale of a business. Under Oregon Revised Statutes (ORS) Chapter 79, which governs secured transactions, a security interest in accounts can be perfected by filing a financing statement. However, when accounts are sold as part of a sale of a business, the UCC generally treats the sale of accounts as a secured transaction, requiring perfection. ORS 79.1090(1) defines a “security interest” broadly to include the interest of a buyer of accounts, chattel paper, or other commercial tort claims that are transferred in a transaction that is subject to Chapter 79. ORS 79.3080(1) specifies that to perfect a security interest in accounts, a secured party must have possession or control, or file a financing statement. Filing is the most common method for accounts. The question states that Pacific Industries filed a financing statement covering “all accounts receivable.” This filing is generally sufficient to perfect a security interest in accounts, even those arising from the sale of a business, as the UCC’s scope is broad. The fact that the accounts were generated from the sale of a specific business unit does not remove them from the definition of “accounts” under ORS 79.1020(1)(b), which includes a right to payment for goods or services sold. Therefore, Pacific Industries’ timely filing of a financing statement is the operative act for perfection. The subsequent filing by Cascade Corp. would be junior to Pacific Industries’ perfected security interest.

The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Oregon’s UCC Article 9, specifically ORS 79.1090(3)(a), a security interest is automatically perfected when it arises in connection with a sale of accounts, general intangibles, chattel paper, or instruments. This automatic perfection applies to the extent that it secures payment or performance of an obligation for which the account, general intangible, chattel paper, or instrument is sold. In this scenario, Pacific Industries sold its accounts receivable to Cascade Financial. This transaction is characterized as a sale of accounts. Therefore, Cascade Financial’s security interest in these accounts is automatically perfected at the moment the security interest attaches, which is when the sale occurs and the accounts are transferred. No filing of a financing statement is necessary for perfection in this specific context. The competing claim of Riverfront Bank, which has a perfected security interest in all of Pacific Industries’ present and future accounts, is subordinate to Cascade Financial’s automatically perfected interest in the accounts sold, because Cascade’s interest arose and was perfected prior to or at the time of the sale, and the sale itself triggers automatic perfection for the buyer of the accounts. The perfection of Riverfront Bank’s security interest in the accounts sold by Pacific Industries would only be effective against Cascade Financial if Riverfront had perfected its interest *before* the sale and Cascade had actual knowledge of Riverfront’s interest, which is not indicated. The UCC prioritizes the automatically perfected security interest arising from a sale of accounts over a later-perfected or unperfected interest in the same collateral.

The core issue here is the priority of competing security interests in after-acquired property. In Oregon, as under general Article 9 principles, a purchase money security interest (PMSI) in inventory generally has priority over conflicting security interests in the same inventory, provided certain conditions are met. For a PMSI in inventory to have priority, the secured party must have perfected its security interest before the debtor receives possession of the inventory. Furthermore, the secured party must send an authenticated notification to any holder of a conflicting security interest in the inventory if that holder has filed a financing statement covering the inventory before the date of filing of the PMSI secured party’s financing statement. This notification must state that the secured party has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this scenario, Cascade Bank has a perfected security interest in all of Aurora Co.’s existing and after-acquired inventory. Evergreen Finance then acquires a PMSI in new inventory delivered to Aurora Co. Evergreen Finance perfects its PMSI by filing a financing statement. However, Evergreen Finance fails to send the required authenticated notification to Cascade Bank, which had already filed its financing statement. Because Evergreen Finance did not satisfy the notification requirement under Oregon Revised Statute (ORS) 79.0324(3), its PMSI in the new inventory does not have priority over Cascade Bank’s earlier perfected security interest in after-acquired inventory. Cascade Bank’s security interest attaches to the new inventory as after-acquired property and maintains its priority. Therefore, Cascade Bank has the senior claim.

The core issue here revolves around the perfection of a security interest in accounts, specifically in the context of a multi-state transaction. Under Oregon’s Article 9, perfection of a security interest in accounts is generally achieved by filing a financing statement. The critical question is where to file. UCC § 9-301 and § 9-307 establish that the law of the jurisdiction where the debtor is located governs perfection of a security interest in accounts. Oregon’s UCC § 9-307(e) defines the location of a debtor that is a registered organization (like a corporation) as the jurisdiction under whose law it is organized. In this scenario, “Pacificorp Manufacturing Inc.” is a Delaware corporation. Therefore, for perfection of the security interest in Pacificorp’s accounts, the filing must be made in Delaware. A filing in Oregon, where Pacificorp has a place of business but is not organized, would be ineffective against a buyer of the accounts that gives value and receives delivery of the account without knowledge of the security interest, or against a lien creditor. Similarly, a filing in California, where Pacificorp also has a place of business, would be incorrect. The security agreement itself is valid between the debtor and the secured party, but perfection is about providing notice to third parties and establishing priority. Filing in the debtor’s state of organization is the proper method for perfecting a security interest in accounts under Oregon’s Article 9.

The core issue here revolves around the priority of security interests when a debtor defaults and multiple parties have claims to the collateral. Under Oregon’s Article 9, 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, Cascade Bank has a perfected security interest in all of Evergreen Enterprises’ equipment, including after-acquired property, due to its properly filed UCC-1 financing statement. This filing establishes Cascade Bank’s priority. The subsequent security interest granted to Portland Credit Union, while valid between Evergreen Enterprises and Portland Credit Union, is unperfected because Portland Credit Union failed to file a UCC-1 financing statement. Therefore, Cascade Bank’s perfected security interest takes priority over Portland Credit Union’s unperfected security interest in the new milling machine acquired by Evergreen Enterprises. This principle is fundamental to secured transactions law, ensuring predictability and reliance on public notice systems like UCC filings. The acquisition of new equipment that falls under the after-acquired property clause of Cascade Bank’s security agreement automatically subjects that new equipment to Cascade Bank’s perfected security interest, without the need for a new filing for that specific after-acquired item.

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 Oregon’s Article 9, a security interest is automatically perfected when it arises in certain transactions, including the sale of accounts. ORS 79.0309(1)(a) states that a security interest in a security, commodity contract, or account, other than a deposit account, is automatically perfected when it attaches. The sale of accounts is explicitly excluded from the definition of a “general intangible” and is instead treated as a type of collateral for which perfection is automatic upon attachment. Therefore, when the Portland-based bakery sells its accounts receivable to a factoring company, the factoring company’s security interest in those accounts is perfected at the moment it attaches, without the need for filing a financing statement. The subsequent filing by the bakery’s equipment lender is irrelevant to the perfection of the factoring company’s interest in the accounts, as the factoring company’s interest is automatically perfected and has priority over any subsequently perfected security interest in the same collateral. The key concept here is the automatic perfection provision for the sale of accounts, which is a distinct rule from the general filing requirements for perfection of security interests in other types of collateral. This automatic perfection is designed to streamline transactions involving the sale of receivables, a common financing method.

The core issue here is determining the proper place to file a financing statement for a security interest in a deposit account. Oregon’s UCC, specifically ORS 79.3010 and ORS 79.3120, addresses this. For deposit accounts, perfection of a security interest is generally accomplished by control, as defined in ORS 79.1040. However, if a secured party has not obtained control, the UCC provides for perfection by filing a financing statement. ORS 79.3010(1)(l) states that a security interest in a deposit account can be perfected by filing a financing statement. ORS 79.3120(1) dictates that the proper place to file a financing statement is in the jurisdiction where the debtor is located. For a registered organization, like a corporation, its location is determined by the law of the state under whose organization it was registered. In this scenario, “AquaFlow Innovations, Inc.” is registered in Oregon. Therefore, the financing statement must be filed in Oregon. The question asks for the *initial* place of filing for perfection by filing. While control is the primary method for deposit accounts, if filing is chosen as the perfection method, the location of the debtor dictates the filing office. Since AquaFlow Innovations, Inc. is an Oregon registered entity, its location is Oregon. Therefore, the initial filing must be in Oregon.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Oregon’s version of UCC Article 9, a security interest in a deposit account as original collateral can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the funds in the account, or when the secured party becomes the bank’s customer with respect to the deposit account. In this scenario, Pacific Bank holds a perfected security interest in the deposit account because it is the bank where the account is maintained, thus possessing control. When Cascade Corp. subsequently attempts to take a security interest in the same deposit account and files a UCC-1 financing statement, this action is ineffective for perfecting a security interest in the deposit account itself. Filing is not a method of perfection for deposit accounts. Therefore, Pacific Bank’s prior perfected security interest, established through control, remains superior. The filing by Cascade Corp. is a nullity with respect to perfection in the deposit account. This distinction between perfection methods for different types of collateral is a fundamental aspect of Article 9. The UCC prioritizes control for deposit accounts to ensure certainty and avoid the complexities that filing might introduce in such liquid assets.

The core issue here concerns the priority of a security interest in a vehicle that has been moved to Oregon from another state, specifically concerning a prior perfected security interest in Washington. Article 9 of the Uniform Commercial Code, as adopted in Oregon (ORS Chapter 79), governs the perfection and priority of security interests. When collateral, such as a vehicle, is moved from one jurisdiction to another, the rules regarding continued perfection are critical. Generally, under UCC § 9-316, if a security interest is perfected in one jurisdiction and then the collateral is moved to another jurisdiction, the perfection continues for a period of four months after the collateral has been brought into the new jurisdiction. If a financing statement covering the collateral is not filed in the new jurisdiction before the expiration of that four-month period, the security interest becomes unperfected as against a purchaser of the collateral who gives value and receives delivery after the expiration of that period. However, if the secured party files a financing statement in the new jurisdiction within the four-month period, the perfection continues without interruption. In this scenario, Cascade Financial perfected its security interest in the vehicle in Washington, which is a certificate of title state for vehicles. When the vehicle was moved to Oregon, Cascade Financial had a four-month grace period to perfect its interest in Oregon. The perfection in Washington would continue to be effective in Oregon for that period. Oregon law requires that for a security interest in a vehicle to be perfected, it must be noted on the certificate of title, as per ORS 803.094. Since Cascade Financial did not file a financing statement or take any action to note its interest on the Oregon title within the four-month period following the vehicle’s relocation, its security interest became unperfected against subsequent purchasers who took delivery of the vehicle after the four-month period expired. The question asks about the priority of Cascade Financial’s security interest against a buyer in the ordinary course of business who purchases the vehicle from a dealer in Oregon. A buyer in the ordinary course of business (BIOC) takes free of a security interest created by the seller, even if the security interest is perfected, unless the BIOC knows that the sale is in violation of the security agreement. However, this protection applies to security interests created by the seller. Here, the security interest was created by the original owner, not the dealer. The critical point is that Cascade Financial’s security interest, although initially perfected in Washington, became unperfected in Oregon after the four-month grace period expired because no action was taken to re-perfect in Oregon. Once unperfected, Cascade Financial’s security interest generally loses its priority against subsequent purchasers for value, including a BIOC who purchases the vehicle after the lapse of perfection. Therefore, the buyer in the ordinary course of business from the Oregon dealership would take the vehicle free of Cascade Financial’s unperfected security interest. The scenario specifies that the purchase occurred after the four-month period had elapsed. The calculation of the four-month period is not a numerical calculation in this context but a temporal one. If the vehicle was moved on January 1st, the four-month period would end on May 1st. Any purchase after May 1st would be subject to the unperfected security interest rules. The question states the purchase was made after this period. Therefore, Cascade Financial’s security interest is subordinate to the rights of the buyer in the ordinary course of business.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Oregon Revised Statutes (ORS) Chapter 627, which aligns with UCC Article 9, a PMSI in inventory is perfected by filing a financing statement. However, for a PMSI in inventory to have priority over a prior perfected security interest in the same inventory, the PMSI holder must also give notification to the prior secured party. This notification must be sent before the debtor receives possession of the inventory. The notification must state that the secured party expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this case, Pacific Bank has a prior perfected security interest in all of Arbor Goods’ inventory. GreenTech Innovations is providing new solar panels to Arbor Goods on credit, taking a PMSI in that specific inventory. For GreenTech to have priority over Pacific Bank’s existing security interest in the solar panels once they become Arbor Goods’ inventory, GreenTech must file its financing statement and also send the required notification to Pacific Bank before Arbor Goods receives the solar panels. The question asks about the condition that *must* be met for GreenTech to have priority. While filing is essential, the notification requirement is the critical step to gain priority over a prior perfected security interest in inventory. Therefore, the timely notification to Pacific Bank is the crucial element for GreenTech’s priority.

The core issue in this scenario revolves around the perfection of a security interest in a manufactured home. Under Oregon’s Article 9, a security interest in a manufactured home that is intended to become a fixture is generally perfected by filing a fixture filing in the real property records. However, if the manufactured home is not intended to become a fixture, or if it is titled, perfection is governed by the state’s certificate of title law. Oregon Revised Statute (ORS) 83.085(1) states that a security interest in a manufactured dwelling is perfected by noting the interest on the certificate of title. In this case, the security interest was granted to Pacific Bank and properly noted on the certificate of title. When the manufactured home was later sold to the buyers, who were unaware of the security interest, they purchased the home subject to Pacific Bank’s perfected security interest. The buyers’ failure to obtain an updated certificate of title does not extinguish the prior perfected security interest. The UCC, as adopted in Oregon, prioritizes perfected security interests. Since Pacific Bank’s security interest was perfected before the sale and before any other claim, it retains priority. The buyers’ argument that they took free of the security interest because it was not recorded in the real property records is flawed because the perfection method for a titled manufactured home is through the certificate of title, not real property fixture filings, unless it is definitively established as a fixture prior to the security interest being granted and perfected. The buyers’ claim of being bona fide purchasers without notice is generally not a defense against a properly perfected security interest in a titled vehicle or manufactured dwelling under Oregon law.

The core issue here is determining the priority of security interests when a debtor defaults and collateral is involved. In Oregon, as governed by Article 9 of the Uniform Commercial Code, perfection is key to establishing priority. A security interest is generally perfected when it has attached and a financing statement has been filed or possession of the collateral is taken. In this scenario, both parties have security interests in the same collateral, a fleet of delivery vans. Acme Leasing perfected its security interest by filing a financing statement on January 15th. This filing provides notice to the world of Acme’s interest. Stellar Financial, on the other hand, failed to file a financing statement and did not take possession of the vans. Their security interest attached on February 1st. According to UCC § 9-317(a)(1) in Oregon, an unperfected security interest is subordinate to the rights of a buyer of goods who gives value and receives delivery of the collateral without knowledge of the security interest. However, Stellar Financial is not a buyer; it is a secured party. UCC § 9-317(a)(2) states that an unperfected security interest is subordinate to the rights of a perfected secured party whose perfection relates back to the time of attachment or perfection. More importantly for this scenario, UCC § 9-317(a)(2) also clarifies that an unperfected security interest is subordinate to the rights of a perfected secured party. Since Acme Leasing perfected its security interest on January 15th, and Stellar Financial’s security interest did not attach until February 1st and remained unperfected, Acme’s perfected security interest has priority over Stellar Financial’s unperfected security interest. The date of attachment for Stellar Financial is irrelevant to the priority determination against a perfected secured party; the lack of perfection is the critical factor. Therefore, Acme Leasing, having perfected its interest first, will have priority in the collateral upon default.

The core issue in this scenario revolves around the perfection of a security interest in a commercial tort claim that arises after the filing of a financing statement. Under Oregon Revised Statutes (ORS) 79.1001 et seq. (Oregon’s Article 9), a security interest in a commercial tort claim can be perfected by filing a financing statement. ORS 79.308(1) states that a security interest is perfected if it has attached and all of the applicable requirements for perfection have been satisfied. For a commercial tort claim, attachment occurs when value has been given, the debtor has rights in the collateral, and a security agreement describes the collateral (ORS 79.203(2)(h)). Perfection for a commercial tort claim is achieved by filing a financing statement that sufficiently describes the commercial tort claim. ORS 79.310(1) establishes that filing a financing statement is generally the method of perfection for security interests in most types of collateral, including general intangibles, which is where a commercial tort claim is typically classified for security interest purposes. In this case, Cascade Funding filed a financing statement covering “all present and future accounts, chattel paper, instruments, general intangibles, and equipment” of Timberline Enterprises. This broad description is sufficient to cover a commercial tort claim that arises later, as it falls under the category of “general intangibles.” The critical point is that a financing statement covering after-acquired collateral, which includes general intangibles, will also cover general intangibles acquired after the filing of the financing statement, such as the commercial tort claim that Timberline Enterprises later acquired. Therefore, Cascade Funding’s security interest in the commercial tort claim is perfected upon its attachment, which occurs when Timberline obtains rights in the claim and Cascade has given value, provided the financing statement adequately covers such after-acquired collateral. The filing of the financing statement predates the tort claim’s existence, and the description encompasses after-acquired general intangibles.

The core issue here is the perfection of a security interest in collateral that has been repossessed and is now in the possession of the secured party. Under Oregon Revised Statutes (ORS) Chapter 79, a secured party in possession of collateral generally perfects its security interest in that collateral by retaining possession. This is a method of perfection described in ORS 79.3130. Specifically, when a secured party lawfully obtains possession of collateral after default, that possession itself serves as perfection for the security interest in that specific collateral, provided no other steps are required for perfection as outlined in ORS 79.3130(1). The debtor’s subsequent filing for bankruptcy does not automatically invalidate a previously perfected security interest. The perfection by possession is effective from the moment the secured party obtains possession. Therefore, if Evergreen Bank had lawful possession of the specialized milling equipment before the bankruptcy filing, its security interest in that equipment was already perfected. The bankruptcy filing triggers the automatic stay, preventing further actions, but it does not undo existing perfection. The bank’s continued possession maintains this perfection. The filing of a continuation statement under ORS 79.5150 is relevant for maintaining perfection of a security interest that was originally perfected by filing, not for perfection by possession. Similarly, notification to account debtors is relevant for perfection in certain types of collateral like accounts, not for tangible goods in the secured party’s possession. The filing of a new financing statement is also a method of perfection that can be superseded by possession.

The core issue here is determining the proper place for filing a financing statement to perfect a security interest in a limited liability company’s (LLC) membership interests, which are classified as general intangibles under Oregon’s Article 9. Under Oregon Revised Statutes (ORS) 79.0501, the proper filing office for a debtor that is a registered organization, such as an LLC, is the office designated for the filing of a financing statement in the jurisdiction of organization. For an Oregon LLC, this is the Oregon Secretary of State. The security interest is in the LLC’s membership interests, which are considered general intangibles. ORS 79.0501(1) specifies that the filing office for general intangibles is generally the jurisdiction where the debtor is located. For a registered organization like an Oregon LLC, its location is determined by its place of organization, which is Oregon. Therefore, the financing statement must be filed with the Oregon Secretary of State. Filing with the county clerk of the county where the LLC’s principal office is located, or with the Oregon Secretary of State for a filing relating to an interest in a certificated security, or with the county recorder in the county where the collateral is located, would not be the correct procedure for perfecting a security interest in an LLC’s membership interests classified as general intangibles.

In Oregon, when a secured party has a perfected security interest in collateral and the debtor defaults, the secured party has several remedies. One primary remedy is repossession of the collateral. However, if repossession would breach the peace, the secured party cannot take that action. ORS 79.0609 defines “breach of the peace” in the context of secured transactions. This concept is crucial because it balances the secured party’s right to retrieve collateral with the debtor’s right to security and privacy. If a secured party’s agent enters a debtor’s premises without permission, or uses force or intimidation, it could constitute a breach of the peace. For example, if a repossessor enters a locked garage without the debtor’s consent, this would likely be considered a breach of the peace. Conversely, if the collateral is left in an unlocked area accessible to the public, or if the debtor voluntarily surrenders the collateral, it would not be a breach of the peace. The question tests the understanding of when a secured party’s actions in retrieving collateral cross the line into a breach of the peace under Oregon law, specifically focusing on the nuances of entry and consent. The scenario presented involves a secured party’s agent entering a debtor’s enclosed business premises after business hours without explicit permission to retrieve collateral, which is a classic indicator of a potential breach of the peace.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Oregon Revised Statutes (ORS) Chapter 79, which governs secured transactions, a security interest in a deposit account can only be perfected by the secured party taking control of the account. Control is defined in ORS 79.1040 as, among other things, becoming the bank’s customer with respect to the deposit account. If the secured party is not the bank where the deposit account is maintained, they must become the customer. Alternatively, if the secured party is the bank where the deposit account is maintained, they already have control. In this scenario, Pacific Bank is the bank where the deposit account is held. When Pacific Bank takes a security interest in the deposit account of Coastal Enterprises, and the deposit account is maintained at Pacific Bank, Pacific Bank automatically has control over that account because it is the bank with which the deposit account is established. Therefore, Pacific Bank’s security interest is perfected upon attachment, as control is established by virtue of the deposit account being with Pacific Bank itself. No further action, such as filing a financing statement or obtaining a separate agreement from Coastal Enterprises explicitly granting control, is required for perfection in this specific instance, as per ORS 79.3140(1). The UCC, as adopted in Oregon, prioritizes control for deposit accounts.

The core issue here is the perfection of a security interest in accounts that are part of a sale of a business. Under Oregon’s Article 9, a security interest is automatically perfected upon attachment in certain limited circumstances, such as a “casual and isolated sale” of accounts. However, the sale of substantially all of a seller’s accounts in connection with an ongoing business operation does not qualify for automatic perfection. In this scenario, “Cascade Crafts,” a business operating in Oregon, sold all of its accounts receivable to “Portland Financial Services.” This sale is not casual or isolated; it represents a significant portion of Cascade Crafts’ business assets and is part of its ongoing operations. Therefore, to achieve perfection, Portland Financial Services must file a financing statement in accordance with ORS 79.0310(1). Without such a filing, its security interest in the accounts is unperfected against a subsequent lien creditor or a buyer of the accounts. The explanation of why filing is necessary hinges on the fact that the sale of accounts is not one of the enumerated transactions that permit automatic perfection under ORS 79.0309. The nature of the transaction as a sale of substantially all accounts from an ongoing business triggers the general rule requiring public notice through filing for perfection.

The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Oregon’s Article 9, a security interest in accounts arising from the sale of goods or services is generally perfected by filing a financing statement. However, when accounts are sold as part of a sale of a business, the UCC treats this as a sale of chattel paper or an outright sale of accounts, rather than a secured transaction in the traditional sense, unless the parties clearly intend to create a security interest. In this scenario, the transaction is described as the “sale of its accounts receivable,” which implies an outright sale. Even if a security interest were intended, the perfection would typically require filing. The fact that the seller retained possession of the original invoices and provided copies to the buyer, without filing a financing statement in Oregon, means that the buyer’s interest in those accounts is unperfected against third parties who might have a prior perfected security interest or be a buyer in the ordinary course of business. A buyer of accounts, even if unperfected, generally takes priority over a subsequent unperfected security interest. However, the question asks about the buyer’s rights against a prior perfected secured party. In Oregon, as in most states, a buyer of accounts takes subject to a prior perfected security interest in those accounts. Since Bank A has a perfected security interest in all of Seller Corp’s accounts, and Buyer Corp’s interest is unperfected, Bank A’s perfected security interest will have priority. Therefore, Bank A can take possession of the accounts receivable.

The core issue here is determining the proper place to file a financing statement to perfect a security interest in a limited liability company’s (LLC) membership interests when those interests are classified as investment property. Under Oregon’s version of UCC Article 9, specifically ORS 79.0501, the general rule for perfection of a security interest in investment property is to file a financing statement in the jurisdiction of the debtor’s location. For an LLC, its location is determined by its chief executive office or, if it has no chief executive office, its jurisdiction of organization. ORS 703.010 defines the jurisdiction of organization for an Oregon LLC as Oregon. Therefore, if the LLC’s chief executive office is also in Oregon, that is the correct location. However, if the chief executive office were outside of Oregon, the jurisdiction of organization (Oregon) would still be the governing location for filing under ORS 703.010 and ORS 79.0501(1)(c)(i). The question specifies that the LLC is organized under Oregon law, establishing Oregon as its jurisdiction of organization. Even if the chief executive office were in another state, the perfection would still occur by filing in Oregon. The classification of the collateral as investment property is crucial, as it dictates the filing location rules under ORS 79.0501(1)(c)(i) which prioritizes the debtor’s location (jurisdiction of organization for an entity) over other potential filing locations for different types of collateral. The fact that the LLC has a chief executive office in California is relevant for determining the debtor’s location for other types of collateral, but for investment property, the jurisdiction of organization is the controlling factor for filing purposes under Article 9.

The scenario involves a purchase money security interest (PMSI) in inventory. A PMSI is a special type of security interest that allows a lender to retain an interest in collateral to secure repayment of a loan used to acquire that collateral. For a PMSI in inventory to have priority over a prior perfected security interest in the same inventory, specific notification requirements under Oregon Revised Statutes (ORS) 79.0324(1) and 79.0329(1) must be met. First, the PMSI lender must perfect its security interest in the inventory by filing a financing statement before or within twenty days after the debtor receives possession of the inventory. Second, the PMSI lender must send an authenticated notification to any secured party that has previously filed a financing statement covering the same type of inventory or has a perfected security interest in that inventory. This notification must be sent before the debtor receives possession of the inventory. In this case, Juniper Forest Products, Inc. (Juniper) granted a security interest to Timberline Capital, LLC (Timberline) in all of its inventory, and Timberline perfected this interest by filing a financing statement. Subsequently, Cascade Woodworks, Inc. (Cascade) provided financing to Juniper for the purchase of new lumber inventory, creating a PMSI. Cascade perfected its PMSI by filing a financing statement before Juniper received the lumber. However, Cascade failed to send an authenticated notification to Timberline before Juniper received the lumber. Because Cascade did not satisfy the notification requirement under ORS 79.0324(1) and 79.0329(1), its PMSI in the lumber inventory does not have priority over Timberline’s prior perfected security interest. Therefore, Timberline’s security interest has priority over Cascade’s security interest in the lumber inventory.

The core issue here revolves around the priority of security interests when a debtor defaults and collateral is subject to multiple claims. In Oregon, as under the Uniform Commercial Code (UCC) Article 9, the general rule for priority among perfected security interests in the same collateral is first-to-file or first-to-perfect. However, a purchase-money security interest (PMSI) enjoys special priority rules. A PMSI in equipment is perfected when the financing statement is filed and the security interest attaches. For the PMSI to have priority over a prior perfected security interest in the same equipment, the PMSI holder must have perfected its interest not only by filing but also by taking possession or by filing a financing statement within a specific grace period after the debtor receives possession of the collateral. In this scenario, Cascade Bank has a prior perfected security interest in all of Sterling Corp’s equipment. When Sterling Corp acquires new manufacturing machinery and grants a PMSI to Industrial Finance Co. (IFC), IFC’s ability to achieve priority over Cascade Bank depends on its timely perfection. IFC filed its financing statement and the security interest attached on October 15th. The collateral was delivered to Sterling Corp on October 10th. Under ORS 79.0324(a), a perfected PMSI in equipment generally has priority over a conflicting security interest in the same equipment if the PMSI is perfected when the debtor receives possession of the collateral or within 20 days thereafter. Since IFC perfected its PMSI on October 15th, which is within 5 days of Sterling Corp receiving possession of the machinery on October 10th, IFC’s PMSI is perfected within the statutory grace period. Therefore, IFC’s PMSI has priority over Cascade Bank’s earlier perfected security interest in the after-acquired equipment.

In Oregon, the priority of a security interest in fixtures is governed by Oregon Revised Statutes (ORS) 79.0334. This statute establishes a “first-to-file-or-record” rule for fixtures, meaning a secured party who files a financing statement covering goods that become fixtures before the fixture filing of another secured party generally has priority. However, an exception exists for purchase-money security interests (PMSIs) in fixtures. Under ORS 79.0334(d), a PMSI in fixtures has priority over a conflicting interest in the fixtures of a person who has rights in the real property or the right to possession of it, provided the PMSI is perfected by a fixture filing within twenty days after the goods become fixtures. The question states that the financing statement for the bakery equipment was filed on January 15th, and the equipment became fixtures on January 20th. The fixture filing for the plumbing was made on February 1st. The bakery equipment was purchased with a PMSI. Since the PMSI in the bakery equipment was perfected by a fixture filing within twenty days of the goods becoming fixtures (January 20th + 20 days = February 9th), and the filing occurred on January 15th, which predates the February 1st filing for the plumbing, the PMSI in the bakery equipment has priority. The critical timeframe for a PMSI in fixtures is the twenty-day window from when the goods become fixtures to when the fixture filing must occur to maintain priority against prior real property interests. The plumbing fixture filing on February 1st is a fixture filing, not a PMSI filing, and it is filed after the PMSI fixture filing for the bakery equipment. Therefore, the PMSI in the bakery equipment has priority.

This question tests the understanding of the perfection requirements for a security interest in a deposit account under Oregon’s Article 9. Perfection in a deposit account is typically achieved through control, as defined in ORS 79.0106. 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 and the debtor that the bank will comply with instructions from the secured party directing disposition of the funds without the bank’s further consent. ORS 79.104 further clarifies that a security interest in a deposit account as collateral can only be perfected by control. Filing a financing statement is not a method of perfection for deposit accounts. Therefore, even though a financing statement was filed by Cascade Bank, it does not perfect their security interest in the deposit account held by First National Bank. The security interest in the deposit account can only be perfected by obtaining control, which Cascade Bank failed to do. Consequently, Cascade Bank’s unperfected security interest is subordinate to any perfected security interest and to any buyer of the account or agent of the bank.

The core issue here revolves around the priority of security interests when a debtor operates in multiple jurisdictions and the perfection of those interests. Oregon’s Article 9, specifically ORS 79.0307, dictates that the law of the jurisdiction where the collateral is located governs perfection and priority. For goods that are covered by a certificate of title, the location of the goods is determined by the jurisdiction that issued the certificate of title. In this scenario, the logging equipment was purchased and titled in Oregon. Even though the equipment is physically located in Washington for a significant period, the perfection of the security interest granted to Timberline Bank is governed by Oregon law because the certificate of title was issued in Oregon. Consequently, Timberline Bank’s properly perfected security interest in the logging equipment, as evidenced by its notation on the Oregon certificate of title, generally takes priority over any unperfected security interest or a subsequently perfected security interest in Washington. The UCC, as adopted in Oregon, prioritizes perfection, and a properly perfected security interest on a certificate of title is a strong form of perfection. The fact that the equipment is temporarily in Washington does not, by itself, change the governing law for perfection and priority established by the Oregon certificate of title. Timberline Bank’s security interest remains perfected in Oregon and generally retains its priority against other claims concerning that specific collateral.

The core issue in this scenario revolves around the perfection of a security interest in after-acquired collateral. Under Oregon’s Article 9, a security interest attaches when it becomes enforceable against the debtor. Perfection, which provides rights against third parties, typically occurs upon attachment and the filing of a financing statement, possession, or control. For after-acquired property, the security agreement must grant a security interest in such property. In this case, Cascade Bank’s security agreement clearly covers “all inventory now owned or hereafter acquired.” The filing of the financing statement by Cascade Bank on January 15, 2023, perfects its security interest in all collateral covered by the agreement, including inventory acquired after that date. When “The Gilded Lily” files its financing statement on February 1, 2023, its security interest in the new inventory attaches and is perfected. However, because Cascade Bank’s security interest was already perfected in the same collateral, the priority rule for perfected security interests in the same collateral applies. ORS 79.0324(1) states that the first to file a financing statement or be in possession or control prevails. Since Cascade Bank filed its financing statement on January 15, 2023, and The Gilded Lily filed on February 1, 2023, Cascade Bank has priority with respect to the inventory acquired after January 15, 2023, even though it was acquired after the initial attachment of Cascade Bank’s security interest. The fact that The Gilded Lily’s security agreement was entered into after Cascade Bank’s does not alter this priority, as perfection is the key. The concept of “attachment” is a prerequisite for perfection, but it is the timing of perfection that dictates priority between competing secured parties.

The core issue here is the perfection of a security interest in accounts that arise from the sale of goods by a seller who is not located in Oregon, but the buyer is located in Oregon. Under Oregon Revised Statutes (ORS) 79.0301, a financing statement must be filed to perfect a security interest in most types of collateral, including accounts. ORS 79.0301(1)(a) states that the proper place to file an initial financing statement in order to perfect a security interest in collateral, including accounts, is the filing office in the jurisdiction where the debtor is located. For a registered organization like “Timberline Lumber Corp.”, its location is determined by the law of the state under which it is organized. If Timberline Lumber Corp. is organized under the laws of Washington and its chief executive office is also in Washington, then for the purpose of perfection of security interests in accounts that arise from sales to buyers in Oregon, the governing law for perfection would be Washington law, and the financing statement should be filed in Washington. This is because ORS 79.0301(1)(b) governs the location of the debtor, and for registered organizations, this is typically the state of incorporation. The fact that the buyer is in Oregon and the goods are delivered to Oregon is relevant for determining the situs of the transaction but not for determining the location of the debtor for perfection purposes under Article 9 of the UCC as adopted in Oregon. Therefore, a financing statement filed solely in Oregon would not be effective to perfect a security interest in accounts arising from sales by a Washington-based debtor. The security interest would remain unperfected against a buyer of those accounts who is not a buyer in ordinary course of business of accounts or a transferee of a general intangible for value, in a signed record, which does not reasonably identify the rights of the secured party, or a buyer of chattel paper or an instrument that buys in ordinary course of business.

In Oregon, the perfection of a security interest in accounts is generally achieved by filing a financing statement in accordance with ORS 79.0310. However, ORS 79.0110(2)(b) provides an exception: a security interest in a lawfully issued certificate of title for a vehicle that is not inventory is automatically perfected without filing or possession. This exception is specifically designed for situations where title is the primary indicia of ownership and is governed by separate title registration laws. Therefore, if a lender takes a security interest in a motor vehicle that is not held as inventory by the debtor, and the lender obtains a certificate of title that lists the lender as a secured party, that security interest is perfected by operation of law under Oregon’s Article 9, without the need for a separate UCC-1 filing. This contrasts with the general rule for accounts, where filing is the standard method of perfection. The scenario describes a business, “Cascade Components,” which is not a vehicle dealer, and a loan secured by a specific piece of heavy equipment, a bulldozer, which is titled. The lender, “Willamette Financial,” obtains possession of the certificate of title showing their lien. Under ORS 79.0110(2)(b), this automatic perfection applies because the collateral is a titled vehicle and not inventory.

The core issue revolves around the perfection of a security interest in collateral that has been repossessed and then subsequently sold by the secured party. In Oregon, as in most jurisdictions following Article 9 of the UCC, a secured party who has possession of the collateral may, under certain circumstances, maintain perfection without filing a financing statement. Specifically, ORS 79.03150(1)(a) states that a security interest is perfected if it has attached and all of the applicable requirements for perfection are satisfied. ORS 79.03100(1) establishes that a security interest in goods may be perfected by possession. When a secured party repossesses collateral, they gain possession. If the secured party then sells the collateral, they are acting as a fiduciary and must conduct the sale in a commercially reasonable manner. The question implies that the sale occurred after repossession. The critical point is whether the security interest remained perfected during the period between repossession and the sale. Under ORS 79.03150(3)(b), a security interest in goods in the secured party’s possession is perfected by possession, and this perfection continues even if the secured party relinquishes possession. However, the scenario states the collateral was *sold* after repossession. The sale itself does not automatically terminate the perfection of the original security interest in the collateral as it existed prior to the sale. The buyer at a foreclosure sale typically takes the collateral free of the foreclosing secured party’s security interest and any subordinate security interests, provided the sale is conducted properly. The perfection of the security interest is relevant to the secured party’s rights against third parties. If the secured party fails to perfect or maintain perfection, their security interest might be subordinate to other claims. However, the question asks about the status of the security interest *after* the sale, and the perfection is tied to the collateral itself, not the proceeds of the sale unless a separate security interest in proceeds is established. The perfection of the original security interest in the repossessed goods is maintained through possession. The subsequent sale, if conducted properly, transfers ownership free of that security interest to the buyer. The secured party’s perfection is not extinguished by the act of selling the collateral they lawfully possessed after default. It remains perfected until the debt is satisfied or the collateral is transferred in a manner that extinguishes the security interest, such as a sale to a buyer in the ordinary course of business or a foreclosure sale where the buyer takes free of the security interest. The secured party’s security interest in the *collateral itself* is perfected by possession. The sale of the collateral by the secured party after repossession does not, in itself, cause the perfection of the security interest in the collateral to lapse. The perfection is tied to the collateral. The buyer at the sale takes free of the security interest, but the secured party’s perfection status regarding the collateral *before* the sale is what’s in question. The fact that the secured party possessed the collateral after default means the security interest was perfected by possession. This perfection continues even if the secured party subsequently sells the collateral.