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Question 1 of 30
1. Question
Delta Corp, an Oklahoma-based retailer, obtained a loan from Bank A, which secured its interest in all of Delta Corp’s existing and after-acquired inventory by filing a UCC-1 financing statement on January 15th. On March 1st, Vendor B agreed to supply Delta Corp with new specialized electronic components, thereby acquiring a purchase money security interest (PMSI) in those components. Vendor B filed its financing statement on March 5th and, on March 8th, sent a notification to Bank A stating its expectation to acquire a PMSI in inventory of that specific type. Delta Corp received possession of the new electronic components on March 10th. Which party has priority concerning the electronic components received by Delta Corp on March 10th?
Correct
The scenario describes a purchase money security interest (PMSI) in inventory. In Oklahoma, under UCC § 9-324, a secured party with a PMSI in inventory generally has priority over other secured parties whose security interests have already attached or been perfected. However, this priority is contingent upon several conditions being met. The PMSI holder must have perfected its security interest in the inventory by filing a financing statement and, crucially, must have given notification in accordance with UCC § 9-324(b) to any prior secured party who had filed a financing statement covering the same inventory. This notification must be sent before the debtor receives possession of the inventory. Furthermore, the notification must state that the secured party expects to acquire a PMSI in inventory of a described type. If these requirements are met, the PMSI holder’s security interest in the inventory will have priority over the earlier perfected security interest. In this case, Bank A perfected its security interest in all of Delta Corp’s existing and after-acquired inventory. Subsequently, Vendor B provided financing for new inventory, thereby acquiring a PMSI. Vendor B filed its financing statement and sent the required notification to Bank A before Delta Corp received the new inventory. Therefore, Vendor B’s PMSI has priority over Bank A’s earlier perfected security interest in the new inventory.
Incorrect
The scenario describes a purchase money security interest (PMSI) in inventory. In Oklahoma, under UCC § 9-324, a secured party with a PMSI in inventory generally has priority over other secured parties whose security interests have already attached or been perfected. However, this priority is contingent upon several conditions being met. The PMSI holder must have perfected its security interest in the inventory by filing a financing statement and, crucially, must have given notification in accordance with UCC § 9-324(b) to any prior secured party who had filed a financing statement covering the same inventory. This notification must be sent before the debtor receives possession of the inventory. Furthermore, the notification must state that the secured party expects to acquire a PMSI in inventory of a described type. If these requirements are met, the PMSI holder’s security interest in the inventory will have priority over the earlier perfected security interest. In this case, Bank A perfected its security interest in all of Delta Corp’s existing and after-acquired inventory. Subsequently, Vendor B provided financing for new inventory, thereby acquiring a PMSI. Vendor B filed its financing statement and sent the required notification to Bank A before Delta Corp received the new inventory. Therefore, Vendor B’s PMSI has priority over Bank A’s earlier perfected security interest in the new inventory.
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Question 2 of 30
2. Question
A farm equipment dealership in Tulsa, Oklahoma, purchases several tractors from a debtor who had previously granted a perfected security interest in all of its farm equipment, including these tractors, to the First National Bank of Oklahoma. The debtor defaults on its loan obligations to the bank. Subsequently, a farmer in rural Oklahoma purchases one of these tractors from the dealership. What is the legal status of the First National Bank of Oklahoma’s security interest in the tractor now possessed by the farmer?
Correct
In Oklahoma, under Article 9 of the Uniform Commercial Code, when a secured party has a security interest in collateral that is perfected by filing a financing statement, and that collateral is subsequently transferred to a buyer who is not a buyer in the ordinary course of business, the secured party’s security interest generally continues in the collateral. However, if the transfer is a “consumer-to-consumer” sale and the buyer buys the goods for value and receives delivery of the collateral without knowledge of the security interest, the buyer takes free of the security interest. This is specifically addressed in Oklahoma Statutes § 12A-9-320. The scenario involves a tractor, which is typically considered equipment. The buyer, a farmer in Oklahoma, purchases the tractor from a dealership that is not the original secured party. The dealership, in turn, acquired the tractor from the original debtor, who had granted a security interest in it to an agricultural lender. The key factor is whether the buyer received the collateral without knowledge of the security interest. Since the buyer is purchasing from a dealership, and not directly from another consumer in a typical consumer-to-consumer transaction, the protection afforded by § 12A-9-320(b) for consumer buyers does not automatically apply. The dealership, as a seller of goods of that kind, is presumed to have knowledge of outstanding security interests, or at least a duty to inquire. Therefore, the security interest of the agricultural lender continues to be effective against the dealership. When the farmer purchases from the dealership, and the dealership is a merchant dealing in goods of that kind, the farmer is generally subject to the perfected security interest unless they qualify as a buyer in the ordinary course of business from the dealership, which is not explicitly stated to be the case here, or if the security interest was somehow terminated or released. However, the question implies the security interest remains perfected. Without specific facts indicating the farmer is a buyer in the ordinary course of business from the dealership or that the security interest was released, the lender’s security interest remains attached to the tractor. The question tests the understanding of how security interests follow collateral through various transfers, particularly when the transferee is not a consumer buyer in a consumer-to-consumer sale. The farmer, purchasing from a dealership, is not automatically shielded from a prior perfected security interest in the same way a consumer buyer in a consumer-to-consumer sale might be under Oklahoma law.
Incorrect
In Oklahoma, under Article 9 of the Uniform Commercial Code, when a secured party has a security interest in collateral that is perfected by filing a financing statement, and that collateral is subsequently transferred to a buyer who is not a buyer in the ordinary course of business, the secured party’s security interest generally continues in the collateral. However, if the transfer is a “consumer-to-consumer” sale and the buyer buys the goods for value and receives delivery of the collateral without knowledge of the security interest, the buyer takes free of the security interest. This is specifically addressed in Oklahoma Statutes § 12A-9-320. The scenario involves a tractor, which is typically considered equipment. The buyer, a farmer in Oklahoma, purchases the tractor from a dealership that is not the original secured party. The dealership, in turn, acquired the tractor from the original debtor, who had granted a security interest in it to an agricultural lender. The key factor is whether the buyer received the collateral without knowledge of the security interest. Since the buyer is purchasing from a dealership, and not directly from another consumer in a typical consumer-to-consumer transaction, the protection afforded by § 12A-9-320(b) for consumer buyers does not automatically apply. The dealership, as a seller of goods of that kind, is presumed to have knowledge of outstanding security interests, or at least a duty to inquire. Therefore, the security interest of the agricultural lender continues to be effective against the dealership. When the farmer purchases from the dealership, and the dealership is a merchant dealing in goods of that kind, the farmer is generally subject to the perfected security interest unless they qualify as a buyer in the ordinary course of business from the dealership, which is not explicitly stated to be the case here, or if the security interest was somehow terminated or released. However, the question implies the security interest remains perfected. Without specific facts indicating the farmer is a buyer in the ordinary course of business from the dealership or that the security interest was released, the lender’s security interest remains attached to the tractor. The question tests the understanding of how security interests follow collateral through various transfers, particularly when the transferee is not a consumer buyer in a consumer-to-consumer sale. The farmer, purchasing from a dealership, is not automatically shielded from a prior perfected security interest in the same way a consumer buyer in a consumer-to-consumer sale might be under Oklahoma law.
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Question 3 of 30
3. Question
A Tulsa-based venture capital firm, “Prairie Capital,” extends a substantial loan to a technology startup, “Okie Innovations,” which is also headquartered in Oklahoma. As collateral for the loan, Okie Innovations pledges its entire stock of specialized manufacturing equipment, which is located in Oklahoma City, and also grants Prairie Capital a security interest in a certificated security representing ownership in a joint venture with a Texas-based company. Prairie Capital diligently files a UCC-1 financing statement with the Oklahoma Secretary of State covering all of Okie Innovations’ assets, including the certificated security. Subsequently, Okie Innovations defaults on the loan. A competing creditor, “Sooner Bank,” which has a perfected security interest in Okie Innovations’ general intangibles, later obtains possession of the certificated security. In a dispute over priority concerning the certificated security, what is the most effective method of perfection for Prairie Capital’s security interest in the certificated security under Oklahoma’s UCC Article 9?
Correct
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security. Under Oklahoma’s Uniform Commercial Code, Article 9, specifically in the context of investment property, perfection of a security interest is generally achieved through control. However, for certificated securities, perfection can also be accomplished by taking possession of the certificate. Oklahoma UCC § 9-313(a) states that perfection by possession occurs when the secured party obtains actual physical possession of the collateral. For certificated securities, this means obtaining possession of the physical stock certificate. Filing a financing statement is the method of perfection for many types of collateral, including general intangibles and goods, but it is not the exclusive or primary method for certificated securities. Oklahoma UCC § 9-312(a) generally requires filing for perfection, but § 9-313(a) provides an alternative method for perfection by possession for certain types of collateral, including certificated securities. While a financing statement might be filed in some instances, the most effective and direct method of perfection for a certificated security when the secured party can obtain possession is through that possession itself. The filing of a financing statement in the Secretary of State’s office in Oklahoma, while a common method for other types of collateral, does not perfect a security interest in a certificated security if the secured party has possession. Therefore, the secured party’s possession of the certificated security is the operative act of perfection.
Incorrect
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security. Under Oklahoma’s Uniform Commercial Code, Article 9, specifically in the context of investment property, perfection of a security interest is generally achieved through control. However, for certificated securities, perfection can also be accomplished by taking possession of the certificate. Oklahoma UCC § 9-313(a) states that perfection by possession occurs when the secured party obtains actual physical possession of the collateral. For certificated securities, this means obtaining possession of the physical stock certificate. Filing a financing statement is the method of perfection for many types of collateral, including general intangibles and goods, but it is not the exclusive or primary method for certificated securities. Oklahoma UCC § 9-312(a) generally requires filing for perfection, but § 9-313(a) provides an alternative method for perfection by possession for certain types of collateral, including certificated securities. While a financing statement might be filed in some instances, the most effective and direct method of perfection for a certificated security when the secured party can obtain possession is through that possession itself. The filing of a financing statement in the Secretary of State’s office in Oklahoma, while a common method for other types of collateral, does not perfect a security interest in a certificated security if the secured party has possession. Therefore, the secured party’s possession of the certificated security is the operative act of perfection.
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Question 4 of 30
4. Question
Venture LLC, a technology startup based in Tulsa, Oklahoma, secured a loan from Apex Bank. As collateral, Venture LLC granted Apex Bank a security interest in its primary operating account, held at First National Bank of Oklahoma. Apex Bank received a signed security agreement and took physical possession of the certificate of deposit (CD) representing the funds in that operating account, which Venture LLC had deposited. Apex Bank did not enter into a separate control agreement with First National Bank of Oklahoma, nor did it become the customer of record for the account. Shortly thereafter, Venture LLC filed for Chapter 7 bankruptcy. What is the status of Apex Bank’s security interest in the operating account against the bankruptcy trustee?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Oklahoma’s Article 9 of the UCC, a security interest in a deposit account can only be perfected by control. Control is established when the secured party becomes the bank’s customer with respect to the deposit account, or when the secured party, the debtor, and the bank agree that the bank will comply with instructions from the secured party directing disposition of the funds in the account. In this scenario, Apex Bank took possession of the certificate of deposit, which represents a deposit account. However, merely possessing the physical instrument does not equate to establishing control for perfection purposes under Article 9, especially when the debtor retains rights to the account. The security agreement granted Apex Bank a security interest, and they took possession of the CD, but they did not establish control as defined by UCC § 9-104. The debtor, Venture LLC, remains the customer of the bank with respect to the account. Without control, Apex Bank’s security interest is unperfected. When Venture LLC subsequently files for bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who holds the status of a hypothetical lien creditor. Therefore, Apex Bank’s unperfected security interest in the deposit account is ineffective against the bankruptcy trustee. The perfection requirement for deposit accounts is a strict one, emphasizing the need for the secured party to have dominion over the account, typically through a control agreement or by becoming the bank’s customer.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Oklahoma’s Article 9 of the UCC, a security interest in a deposit account can only be perfected by control. Control is established when the secured party becomes the bank’s customer with respect to the deposit account, or when the secured party, the debtor, and the bank agree that the bank will comply with instructions from the secured party directing disposition of the funds in the account. In this scenario, Apex Bank took possession of the certificate of deposit, which represents a deposit account. However, merely possessing the physical instrument does not equate to establishing control for perfection purposes under Article 9, especially when the debtor retains rights to the account. The security agreement granted Apex Bank a security interest, and they took possession of the CD, but they did not establish control as defined by UCC § 9-104. The debtor, Venture LLC, remains the customer of the bank with respect to the account. Without control, Apex Bank’s security interest is unperfected. When Venture LLC subsequently files for bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who holds the status of a hypothetical lien creditor. Therefore, Apex Bank’s unperfected security interest in the deposit account is ineffective against the bankruptcy trustee. The perfection requirement for deposit accounts is a strict one, emphasizing the need for the secured party to have dominion over the account, typically through a control agreement or by becoming the bank’s customer.
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Question 5 of 30
5. Question
Prairie Farms, an agricultural cooperative in Oklahoma, secured a loan from Farm Credit of Oklahoma, granting Farm Credit a perfected security interest in all of Prairie Farms’ existing and after-acquired inventory. Subsequently, Prairie Farms entered into a retail installment contract with AgriBank for the purchase of new harvesting equipment. AgriBank properly filed a financing statement covering this equipment on March 1st. Prairie Farms took possession of the harvesting equipment on March 5th. AgriBank, intending to perfect its purchase money security interest (PMSI) in the inventory, sent a notification letter to Farm Credit of Oklahoma on March 3rd, informing them of the PMSI. Considering Oklahoma’s adoption of Article 9 of the Uniform Commercial Code, what is the priority status of AgriBank’s security interest in the new harvesting equipment relative to Farm Credit of Oklahoma’s security interest?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a PMSI holder in inventory must satisfy specific requirements to maintain priority over other secured parties. These requirements include filing a financing statement and providing notification to any previously known secured parties with a conflicting security interest in the same inventory. The notification must be sent before the debtor receives possession of the inventory. In this case, AgriBank filed its financing statement on March 1st and delivered the new harvesting equipment to Prairie Farms on March 5th. AgriBank’s notification to Farm Credit of Oklahoma, which had a prior perfected security interest in Prairie Farms’ existing and after-acquired inventory, was sent on March 3rd. This notification was sent after Prairie Farms received possession of the new equipment, violating the timing requirement of Oklahoma UCC § 9-324(b). Therefore, AgriBank’s PMSI in the new harvesting equipment is subordinate to Farm Credit of Oklahoma’s prior perfected security interest. The correct timing for notification is crucial for PMSI priority in inventory.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a PMSI holder in inventory must satisfy specific requirements to maintain priority over other secured parties. These requirements include filing a financing statement and providing notification to any previously known secured parties with a conflicting security interest in the same inventory. The notification must be sent before the debtor receives possession of the inventory. In this case, AgriBank filed its financing statement on March 1st and delivered the new harvesting equipment to Prairie Farms on March 5th. AgriBank’s notification to Farm Credit of Oklahoma, which had a prior perfected security interest in Prairie Farms’ existing and after-acquired inventory, was sent on March 3rd. This notification was sent after Prairie Farms received possession of the new equipment, violating the timing requirement of Oklahoma UCC § 9-324(b). Therefore, AgriBank’s PMSI in the new harvesting equipment is subordinate to Farm Credit of Oklahoma’s prior perfected security interest. The correct timing for notification is crucial for PMSI priority in inventory.
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Question 6 of 30
6. Question
Artisan Goods Co., a furniture manufacturer based in Oklahoma City, grants a security interest in its entire inventory of handcrafted tables to First National Bank of Tulsa to secure a loan. The security agreement explicitly prohibits the sale of inventory outside of the normal course of business. Ms. Gable, a resident of Norman and a frequent customer, purchases a unique dining table from Artisan Goods Co. for her personal use. She pays the full price and takes possession of the table. Ms. Gable was aware that Artisan Goods Co. had a loan with First National Bank of Tulsa, but she had no specific knowledge that this particular sale was in violation of the bank’s security agreement. If First National Bank of Tulsa attempts to repossess the table from Ms. Gable, what is the most likely legal outcome in Oklahoma?
Correct
The scenario involves a security interest in inventory and a subsequent sale of that inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a buyer in the ordinary course of business takes free of a security interest created by the seller, even if the security interest is perfected and the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. This is codified in Oklahoma Statutes Title 12A, Section 9-320. The key is whether the buyer acquired the goods in the ordinary course of business from a person in the business of selling goods of that kind. In this case, “Artisan Goods Co.” is in the business of selling handcrafted furniture, and Ms. Gable is a regular customer purchasing items for her home, not for resale. Therefore, Ms. Gable is a buyer in the ordinary course of business. The security interest held by “First National Bank of Tulsa” was created by Artisan Goods Co. on its inventory. When Artisan Goods Co. sold a table to Ms. Gable, she took the table free of First National Bank of Tulsa’s security interest because she was a buyer in the ordinary course of business. The fact that the security agreement might prohibit such sales does not automatically make the buyer’s knowledge of the prohibition sufficient to defeat her status as a buyer in ordinary course, absent evidence that she knew the sale itself was in violation of the security agreement. The bank’s recourse would be against Artisan Goods Co. for breach of the security agreement, not against Ms. Gable for possession of the collateral.
Incorrect
The scenario involves a security interest in inventory and a subsequent sale of that inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a buyer in the ordinary course of business takes free of a security interest created by the seller, even if the security interest is perfected and the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. This is codified in Oklahoma Statutes Title 12A, Section 9-320. The key is whether the buyer acquired the goods in the ordinary course of business from a person in the business of selling goods of that kind. In this case, “Artisan Goods Co.” is in the business of selling handcrafted furniture, and Ms. Gable is a regular customer purchasing items for her home, not for resale. Therefore, Ms. Gable is a buyer in the ordinary course of business. The security interest held by “First National Bank of Tulsa” was created by Artisan Goods Co. on its inventory. When Artisan Goods Co. sold a table to Ms. Gable, she took the table free of First National Bank of Tulsa’s security interest because she was a buyer in the ordinary course of business. The fact that the security agreement might prohibit such sales does not automatically make the buyer’s knowledge of the prohibition sufficient to defeat her status as a buyer in ordinary course, absent evidence that she knew the sale itself was in violation of the security agreement. The bank’s recourse would be against Artisan Goods Co. for breach of the security agreement, not against Ms. Gable for possession of the collateral.
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Question 7 of 30
7. Question
AgriBank holds a perfected security interest in a fleet of specialized agricultural drones owned by “Prairie Skies Aerial Services,” an Oklahoma-based drone technology company that leases these drones to various farming operations across the state. Prairie Skies Aerial Services, facing financial difficulties, sells the entire fleet of drones to “Green Valley Farms Cooperative,” a large agricultural cooperative that regularly purchases equipment for its member farmers. Green Valley Farms Cooperative is aware that Prairie Skies Aerial Services is in financial distress but believes the purchase is a legitimate business transaction and does not obtain explicit authorization from AgriBank to purchase the drones free of its security interest. What is the status of AgriBank’s perfected security interest in the drones after the sale to Green Valley Farms Cooperative?
Correct
In Oklahoma, when a secured party has a perfected security interest in collateral and that collateral is sold, exchanged, or otherwise disposed of in a transaction that is not authorized by the secured party, the security interest generally continues in the collateral unless the secured party authorized the disposition free of the security interest. This principle is found in Oklahoma’s Uniform Commercial Code (UCC) Section 9-315(a)(1), which states that a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien. Furthermore, Oklahoma UCC Section 9-320 addresses buyers of goods, providing that a buyer in ordinary course of business takes free of a security interest created by the seller even if the security interest is perfected and the buyer even knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. However, this protection for a buyer in ordinary course does not extend to a buyer of farm products from a person engaged in farming operations. In the scenario presented, the collateral is a fleet of specialized agricultural drones, which are considered farm products. Therefore, a buyer of these drones, even if acting in the ordinary course of business and without knowledge of the security interest, would not take free of the perfected security interest held by AgriBank, as the collateral constitutes farm products. AgriBank’s security interest remains attached to the drones regardless of the sale to the Oklahoma farm cooperative.
Incorrect
In Oklahoma, when a secured party has a perfected security interest in collateral and that collateral is sold, exchanged, or otherwise disposed of in a transaction that is not authorized by the secured party, the security interest generally continues in the collateral unless the secured party authorized the disposition free of the security interest. This principle is found in Oklahoma’s Uniform Commercial Code (UCC) Section 9-315(a)(1), which states that a security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien. Furthermore, Oklahoma UCC Section 9-320 addresses buyers of goods, providing that a buyer in ordinary course of business takes free of a security interest created by the seller even if the security interest is perfected and the buyer even knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. However, this protection for a buyer in ordinary course does not extend to a buyer of farm products from a person engaged in farming operations. In the scenario presented, the collateral is a fleet of specialized agricultural drones, which are considered farm products. Therefore, a buyer of these drones, even if acting in the ordinary course of business and without knowledge of the security interest, would not take free of the perfected security interest held by AgriBank, as the collateral constitutes farm products. AgriBank’s security interest remains attached to the drones regardless of the sale to the Oklahoma farm cooperative.
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Question 8 of 30
8. Question
Prairie Wind Energy LLC, a renewable energy financier operating primarily in Oklahoma, provided financing for Heartland Farms Inc. to acquire a state-of-the-art wind turbine for its agricultural operations. Heartland Farms took possession of the turbine on March 1st. Prairie Wind Energy filed its UCC-1 financing statement covering the turbine on March 25th of the same year. Subsequently, First National Bank of Oklahoma, which had a prior perfected security interest in all of Heartland Farms’ present and after-acquired equipment, sought to assert its priority over the wind turbine. Assuming all other requirements for a purchase money security interest are met by Prairie Wind Energy, what is the likely outcome regarding the priority of Prairie Wind Energy’s security interest in the wind turbine relative to First National Bank of Oklahoma’s security interest?
Correct
The scenario involves a secured party, Prairie Wind Energy LLC, and a debtor, Heartland Farms Inc., in Oklahoma. Prairie Wind Energy financed the purchase of specialized agricultural equipment for Heartland Farms. A purchase-money security interest (PMSI) is a special type of security interest that gives the secured party priority over other creditors if certain conditions are met. For non-consumer-goods transactions, a PMSI in equipment is perfected by filing a financing statement within a specific timeframe. Under Oklahoma’s version of UCC Article 9, the general rule for perfecting a PMSI in equipment is that the secured party must file its financing statement within 20 days after the debtor receives possession of the collateral. If the filing occurs after this grace period, the PMSI generally loses its priority over conflicting security interests that arose before the filing. In this case, Heartland Farms received possession of the wind turbine on March 1st. Prairie Wind Energy filed its financing statement on March 25th. This filing is outside the 20-day window provided by Oklahoma law for PMSI perfection in equipment. Therefore, Prairie Wind Energy’s PMSI will not have priority over a conflicting security interest in the same equipment that was perfected before March 25th. The key takeaway is that timely filing is crucial for establishing PMSI priority in equipment.
Incorrect
The scenario involves a secured party, Prairie Wind Energy LLC, and a debtor, Heartland Farms Inc., in Oklahoma. Prairie Wind Energy financed the purchase of specialized agricultural equipment for Heartland Farms. A purchase-money security interest (PMSI) is a special type of security interest that gives the secured party priority over other creditors if certain conditions are met. For non-consumer-goods transactions, a PMSI in equipment is perfected by filing a financing statement within a specific timeframe. Under Oklahoma’s version of UCC Article 9, the general rule for perfecting a PMSI in equipment is that the secured party must file its financing statement within 20 days after the debtor receives possession of the collateral. If the filing occurs after this grace period, the PMSI generally loses its priority over conflicting security interests that arose before the filing. In this case, Heartland Farms received possession of the wind turbine on March 1st. Prairie Wind Energy filed its financing statement on March 25th. This filing is outside the 20-day window provided by Oklahoma law for PMSI perfection in equipment. Therefore, Prairie Wind Energy’s PMSI will not have priority over a conflicting security interest in the same equipment that was perfected before March 25th. The key takeaway is that timely filing is crucial for establishing PMSI priority in equipment.
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Question 9 of 30
9. Question
A farmer in Oklahoma, operating as a sole proprietorship, secured a loan from AgriBank by granting AgriBank a security interest in all of its farm equipment, including a tractor. AgriBank properly filed a financing statement covering this collateral on March 1st. Later, the farmer obtained another loan from FarmCredit, also secured by all farm equipment. FarmCredit filed its financing statement on April 1st. In June, the farmer traded in the original tractor as a down payment for a newer, more advanced tractor. The security agreement with AgriBank provided that the security interest would continue in any identifiable proceeds of the collateral. Which party has priority in the newer tractor acquired through the trade-in?
Correct
The scenario involves a security interest in inventory and the application of the “first to file or perfect” rule under Article 9 of the Uniform Commercial Code, as adopted in Oklahoma. Oklahoma follows the general UCC principle that a perfected security interest has priority over unperfected security interests. Furthermore, when multiple secured parties have perfected security interests in the same collateral, priority is generally determined by the order of filing a financing statement or the order of perfection, whichever occurs first. In this case, AgriBank perfected its security interest in the farm equipment by filing a financing statement on March 1st. Subsequently, FarmCredit filed its financing statement on April 1st. Because AgriBank’s perfection occurred before FarmCredit’s, AgriBank has priority in the farm equipment. The question then shifts to the collateral that was traded in for new equipment. When a debtor trades in collateral subject to a security interest for new collateral, the security interest generally continues in the new collateral to the extent that it secures a claim for the value of the trade-in collateral. This is often referred to as “proceeds” or “new value” under UCC § 9-315(a)(1). However, the priority of that security interest in the new collateral is generally the same as its priority in the original collateral. Therefore, AgriBank’s perfected security interest in the original tractor, which was perfected on March 1st, continues in the new tractor received in the trade-in. FarmCredit’s later filing on April 1st does not grant it priority over AgriBank’s interest in the new tractor, as AgriBank’s interest attached and was perfected prior to FarmCredit’s filing and the acquisition of the new collateral. The key is that AgriBank’s priority established on the original collateral carries over to the new collateral received in exchange for the original collateral, as it represents a continuation of its security interest.
Incorrect
The scenario involves a security interest in inventory and the application of the “first to file or perfect” rule under Article 9 of the Uniform Commercial Code, as adopted in Oklahoma. Oklahoma follows the general UCC principle that a perfected security interest has priority over unperfected security interests. Furthermore, when multiple secured parties have perfected security interests in the same collateral, priority is generally determined by the order of filing a financing statement or the order of perfection, whichever occurs first. In this case, AgriBank perfected its security interest in the farm equipment by filing a financing statement on March 1st. Subsequently, FarmCredit filed its financing statement on April 1st. Because AgriBank’s perfection occurred before FarmCredit’s, AgriBank has priority in the farm equipment. The question then shifts to the collateral that was traded in for new equipment. When a debtor trades in collateral subject to a security interest for new collateral, the security interest generally continues in the new collateral to the extent that it secures a claim for the value of the trade-in collateral. This is often referred to as “proceeds” or “new value” under UCC § 9-315(a)(1). However, the priority of that security interest in the new collateral is generally the same as its priority in the original collateral. Therefore, AgriBank’s perfected security interest in the original tractor, which was perfected on March 1st, continues in the new tractor received in the trade-in. FarmCredit’s later filing on April 1st does not grant it priority over AgriBank’s interest in the new tractor, as AgriBank’s interest attached and was perfected prior to FarmCredit’s filing and the acquisition of the new collateral. The key is that AgriBank’s priority established on the original collateral carries over to the new collateral received in exchange for the original collateral, as it represents a continuation of its security interest.
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Question 10 of 30
10. Question
A Delaware-registered technology firm, “Innovate Solutions Inc.,” owes a substantial debt to “Prairie Capital LLC,” a secured lender based in Oklahoma. To secure the loan, Innovate Solutions Inc. pledged a significant block of its stock, represented by physical stock certificates, which are currently held by a securities intermediary located in Oklahoma City, Oklahoma, for safekeeping. Prairie Capital LLC has taken steps to ensure its security interest is perfected. What is the correct method for Prairie Capital LLC to perfect its security interest in these certificated securities under Oklahoma’s Uniform Commercial Code, Article 9?
Correct
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security held in a securities intermediary’s custody. Under Oklahoma’s Article 9, specifically focusing on certificated securities, perfection is achieved by taking delivery of the certificated security. However, the question presents a scenario where the debtor is a registered organization organized under the laws of Delaware, and the collateral is a certificated security held by a securities intermediary in Oklahoma. Oklahoma’s UCC § 9-305 addresses perfection in certificated securities. It states that a security interest in a certificated security is perfected when the secured party has control over the security. Control is defined in § 9-106, which for certificated securities, generally means the secured party has obtained possession of the certificated security, or if it’s held by a securities intermediary, the intermediary has agreed to follow the secured party’s instructions. Section 9-316, concerning continued perfection, is also relevant, especially concerning the effect of a change in the location of the debtor or the collateral. However, the initial perfection step is paramount. When collateral is held by a securities intermediary, the law of the jurisdiction where the intermediary is located governs perfection. Since the certificated security is held by a securities intermediary in Oklahoma, the financing statement should be filed in Oklahoma. Specifically, for registered organizations, the filing office is typically where the debtor is located, which is Delaware in this case. However, UCC § 9-305 explicitly states that for certificated securities, perfection is achieved by possession. Furthermore, UCC § 9-310(b)(10) provides that filing a financing statement is not required for perfection of a security interest in a certificated security in registered form, other than a certificated security in global form, if the security interest is perfected by delivery of possession to the secured party. If the secured party has taken possession of the certificated security, this constitutes perfection. If the certificated security is held by a securities intermediary, the secured party must have control over the security. Control is achieved when the intermediary acknowledges that it holds the security for the secured party’s benefit. The question asks about the *filing* of a financing statement. UCC § 9-310(b)(10) exempts certificated securities in registered form from the general filing requirement if perfection is achieved by possession. Therefore, no financing statement is required to be filed for perfection in this specific instance if the secured party has possession or control. The most accurate answer reflects this exemption from filing.
Incorrect
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security held in a securities intermediary’s custody. Under Oklahoma’s Article 9, specifically focusing on certificated securities, perfection is achieved by taking delivery of the certificated security. However, the question presents a scenario where the debtor is a registered organization organized under the laws of Delaware, and the collateral is a certificated security held by a securities intermediary in Oklahoma. Oklahoma’s UCC § 9-305 addresses perfection in certificated securities. It states that a security interest in a certificated security is perfected when the secured party has control over the security. Control is defined in § 9-106, which for certificated securities, generally means the secured party has obtained possession of the certificated security, or if it’s held by a securities intermediary, the intermediary has agreed to follow the secured party’s instructions. Section 9-316, concerning continued perfection, is also relevant, especially concerning the effect of a change in the location of the debtor or the collateral. However, the initial perfection step is paramount. When collateral is held by a securities intermediary, the law of the jurisdiction where the intermediary is located governs perfection. Since the certificated security is held by a securities intermediary in Oklahoma, the financing statement should be filed in Oklahoma. Specifically, for registered organizations, the filing office is typically where the debtor is located, which is Delaware in this case. However, UCC § 9-305 explicitly states that for certificated securities, perfection is achieved by possession. Furthermore, UCC § 9-310(b)(10) provides that filing a financing statement is not required for perfection of a security interest in a certificated security in registered form, other than a certificated security in global form, if the security interest is perfected by delivery of possession to the secured party. If the secured party has taken possession of the certificated security, this constitutes perfection. If the certificated security is held by a securities intermediary, the secured party must have control over the security. Control is achieved when the intermediary acknowledges that it holds the security for the secured party’s benefit. The question asks about the *filing* of a financing statement. UCC § 9-310(b)(10) exempts certificated securities in registered form from the general filing requirement if perfection is achieved by possession. Therefore, no financing statement is required to be filed for perfection in this specific instance if the secured party has possession or control. The most accurate answer reflects this exemption from filing.
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Question 11 of 30
11. Question
Agri-Finance Group, Inc. entered into a financing agreement with Sterling Corp., a retail electronics distributor in Oklahoma City, providing financing for new inventory. Agri-Finance Group, Inc. properly perfected its security interest in all inventory Sterling Corp. acquires, including after-acquired inventory, by filing a financing statement on January 15th. On February 1st, Prairie Bank, which had a prior perfected security interest in all of Sterling Corp.’s existing and after-acquired inventory, filed its financing statement. On March 10th, Sterling Corp. received a shipment of new televisions. Agri-Finance Group, Inc. had provided written notice to Prairie Bank on March 1st, stating that it expected to acquire a purchase money security interest in inventory of Sterling Corp., specifically identifying the televisions by type, and that it would be perfecting such interest. Sterling Corp. took possession of the televisions on March 15th. Which party has priority in the televisions Sterling Corp. received on March 15th?
Correct
The question concerns the priority of security interests in after-acquired property under Oklahoma’s Article 9 of the Uniform Commercial Code. Specifically, it tests the understanding of how a purchase money security interest (PMSI) in inventory interacts with a prior perfected security interest covering after-acquired inventory. In this scenario, Prairie Bank has a perfected security interest in all of Sterling Corp’s existing and after-acquired inventory. This means Prairie Bank’s security interest attached and was perfected on the date of filing. Subsequently, Agri-Finance Group, Inc. acquires a PMSI in specific inventory that Sterling Corp. will receive. For Agri-Finance Group’s PMSI to have priority over Prairie Bank’s prior perfected security interest in after-acquired inventory, specific statutory requirements must be met. Under UCC § 9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder gives notice to the holder of the conflicting security interest before the inventory debtor receives possession of the inventory. This notice must inform the prior secured party that the PMSI holder expects to acquire a PMSI in inventory of the debtor, describing the inventory by item or type. In this case, Agri-Finance Group, Inc. perfected its PMSI and provided the required notification to Prairie Bank prior to Sterling Corp. taking possession of the new inventory. Therefore, Agri-Finance Group, Inc.’s PMSI in the new inventory takes priority over Prairie Bank’s earlier perfected security interest. The explanation does not involve calculations.
Incorrect
The question concerns the priority of security interests in after-acquired property under Oklahoma’s Article 9 of the Uniform Commercial Code. Specifically, it tests the understanding of how a purchase money security interest (PMSI) in inventory interacts with a prior perfected security interest covering after-acquired inventory. In this scenario, Prairie Bank has a perfected security interest in all of Sterling Corp’s existing and after-acquired inventory. This means Prairie Bank’s security interest attached and was perfected on the date of filing. Subsequently, Agri-Finance Group, Inc. acquires a PMSI in specific inventory that Sterling Corp. will receive. For Agri-Finance Group’s PMSI to have priority over Prairie Bank’s prior perfected security interest in after-acquired inventory, specific statutory requirements must be met. Under UCC § 9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder gives notice to the holder of the conflicting security interest before the inventory debtor receives possession of the inventory. This notice must inform the prior secured party that the PMSI holder expects to acquire a PMSI in inventory of the debtor, describing the inventory by item or type. In this case, Agri-Finance Group, Inc. perfected its PMSI and provided the required notification to Prairie Bank prior to Sterling Corp. taking possession of the new inventory. Therefore, Agri-Finance Group, Inc.’s PMSI in the new inventory takes priority over Prairie Bank’s earlier perfected security interest. The explanation does not involve calculations.
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Question 12 of 30
12. Question
Aurora Bank perfected a security interest in all of Vance Manufacturing’s existing and after-acquired equipment on March 1st, filing a UCC-1 financing statement in Oklahoma. On March 15th, Vance Manufacturing acquired a new, specialized CNC machine, with Stellar Financial providing the loan for its purchase, thereby holding a purchase money security interest in the machine. Stellar Financial filed its UCC-1 financing statement concerning the CNC machine on April 5th. Assuming Vance Manufacturing received possession of the CNC machine on March 15th, which party holds the superior security interest in the CNC machine?
Correct
The scenario involves a purchase money security interest (PMSI) in equipment. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a PMSI creditor must file a financing statement within a specific timeframe to maintain priority over other secured parties who have already perfected a security interest in the same collateral. For equipment, the general rule is that filing a financing statement within 20 days after the debtor receives possession of the collateral perfects the security interest with priority from the time of filing. However, if the PMSI creditor fails to file within this grace period, their security interest will be subordinate to any conflicting security interest perfected by a creditor who filed before the PMSI creditor’s filing. In this case, Aurora Bank perfected its security interest in all of Vance Manufacturing’s equipment on March 1st. On March 15th, Vance Manufacturing acquired new CNC machinery, and Stellar Financial, as a PMSI lender, provided the funds for its purchase. Stellar Financial filed its financing statement on April 5th. Since Stellar Financial’s filing on April 5th occurred more than 20 days after Vance Manufacturing received possession of the machinery (which is presumed to be around March 15th), Stellar Financial’s PMSI is not perfected within the statutory grace period. Therefore, Aurora Bank’s prior perfected security interest, filed on March 1st, takes priority over Stellar Financial’s subsequently perfected PMSI. The perfection of a PMSI in equipment is generally effective against a conflicting perfected security interest if the PMSI is perfected by filing no later than 20 days after the debtor receives possession of the collateral. Oklahoma UCC § 9-324(a). Stellar Financial’s failure to file within this 20-day window means their interest is junior to Aurora Bank’s earlier perfected security interest.
Incorrect
The scenario involves a purchase money security interest (PMSI) in equipment. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a PMSI creditor must file a financing statement within a specific timeframe to maintain priority over other secured parties who have already perfected a security interest in the same collateral. For equipment, the general rule is that filing a financing statement within 20 days after the debtor receives possession of the collateral perfects the security interest with priority from the time of filing. However, if the PMSI creditor fails to file within this grace period, their security interest will be subordinate to any conflicting security interest perfected by a creditor who filed before the PMSI creditor’s filing. In this case, Aurora Bank perfected its security interest in all of Vance Manufacturing’s equipment on March 1st. On March 15th, Vance Manufacturing acquired new CNC machinery, and Stellar Financial, as a PMSI lender, provided the funds for its purchase. Stellar Financial filed its financing statement on April 5th. Since Stellar Financial’s filing on April 5th occurred more than 20 days after Vance Manufacturing received possession of the machinery (which is presumed to be around March 15th), Stellar Financial’s PMSI is not perfected within the statutory grace period. Therefore, Aurora Bank’s prior perfected security interest, filed on March 1st, takes priority over Stellar Financial’s subsequently perfected PMSI. The perfection of a PMSI in equipment is generally effective against a conflicting perfected security interest if the PMSI is perfected by filing no later than 20 days after the debtor receives possession of the collateral. Oklahoma UCC § 9-324(a). Stellar Financial’s failure to file within this 20-day window means their interest is junior to Aurora Bank’s earlier perfected security interest.
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Question 13 of 30
13. Question
Apex Energy Solutions, an Oklahoma-based company, secured a loan from Prairie State Bank, with the collateral including all of its drilling equipment and all accounts receivable generated from the sale or lease of that equipment. Prairie State Bank properly perfected its security interest in the drilling equipment by filing a financing statement in Oklahoma. Apex Energy Solutions then sold several pieces of this specialized drilling equipment to various oil exploration companies located in Texas, and these sales resulted in the creation of numerous accounts receivable. Prairie State Bank did not file any additional financing statements in Texas or take any other action to perfect its security interest in these Texas-based accounts receivable. If Apex Energy Solutions defaults on its loan, what is the status of Prairie State Bank’s security interest in the Texas accounts receivable against a subsequent lien creditor of Apex Energy Solutions in Texas?
Correct
The core issue here is the perfection of a security interest in a mixed collateral situation involving both tangible goods and intangible rights governed by different perfection rules. In Oklahoma, as under Article 9 of the UCC, a security interest in accounts is generally perfected by filing a financing statement. However, when a security interest covers both goods and accounts that are proceeds of those goods, the method of perfection for the goods may dictate the perfection for the associated accounts, especially if the accounts arise from the disposition of the goods. Specifically, if the secured party has a continuously perfected security interest in inventory and the inventory is sold, the security interest in the resulting accounts is automatically perfected for a period of 20 days without further action. After that period, to maintain perfection in the accounts, a separate filing or control, depending on the type of account, would typically be required. In this scenario, the security interest in the drilling equipment (goods) was perfected by filing in Oklahoma. The sale of the equipment to customers in Texas and the creation of related accounts receivable represent a disposition of collateral. The UCC generally provides that a security interest in proceeds is automatically perfected if the security interest in the original collateral was perfected. However, this automatic perfection in proceeds, particularly accounts, has limitations. Specifically, UCC § 9-315(d) provides that perfection in proceeds is lost 20 days after the security interest attaches to the proceeds unless the secured party perfects in the proceeds by filing a financing statement or otherwise. Given that the accounts were generated from the sale of the drilling equipment, the security interest in these accounts is considered proceeds. The secured party perfected in the original collateral (equipment). The perfection in the accounts would remain perfected for 20 days. To maintain perfection beyond that, a separate filing in Texas, where the accounts arose and the account debtors are located, would be necessary to perfect the security interest in the accounts receivable. Therefore, without a subsequent filing in Texas, the security interest in the accounts is unperfected after the 20-day grace period.
Incorrect
The core issue here is the perfection of a security interest in a mixed collateral situation involving both tangible goods and intangible rights governed by different perfection rules. In Oklahoma, as under Article 9 of the UCC, a security interest in accounts is generally perfected by filing a financing statement. However, when a security interest covers both goods and accounts that are proceeds of those goods, the method of perfection for the goods may dictate the perfection for the associated accounts, especially if the accounts arise from the disposition of the goods. Specifically, if the secured party has a continuously perfected security interest in inventory and the inventory is sold, the security interest in the resulting accounts is automatically perfected for a period of 20 days without further action. After that period, to maintain perfection in the accounts, a separate filing or control, depending on the type of account, would typically be required. In this scenario, the security interest in the drilling equipment (goods) was perfected by filing in Oklahoma. The sale of the equipment to customers in Texas and the creation of related accounts receivable represent a disposition of collateral. The UCC generally provides that a security interest in proceeds is automatically perfected if the security interest in the original collateral was perfected. However, this automatic perfection in proceeds, particularly accounts, has limitations. Specifically, UCC § 9-315(d) provides that perfection in proceeds is lost 20 days after the security interest attaches to the proceeds unless the secured party perfects in the proceeds by filing a financing statement or otherwise. Given that the accounts were generated from the sale of the drilling equipment, the security interest in these accounts is considered proceeds. The secured party perfected in the original collateral (equipment). The perfection in the accounts would remain perfected for 20 days. To maintain perfection beyond that, a separate filing in Texas, where the accounts arose and the account debtors are located, would be necessary to perfect the security interest in the accounts receivable. Therefore, without a subsequent filing in Texas, the security interest in the accounts is unperfected after the 20-day grace period.
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Question 14 of 30
14. Question
Prairie Enterprises, an Oklahoma-based manufacturing company, entered into a comprehensive security agreement with Capital Corp, granting Capital Corp a security interest in all of Prairie Enterprises’ assets, including its accounts, inventory, and equipment, to secure a substantial loan. Capital Corp diligently filed a UCC-1 financing statement in Oklahoma covering these collateral categories. Subsequently, Prairie Enterprises opened a new operating deposit account at First State Bank, depositing its daily revenues into this account. Prairie Enterprises did not execute any specific control agreement with Capital Corp concerning this deposit account, nor did Capital Corp become the bank’s customer for that account. A few months later, Prairie Enterprises filed for Chapter 7 bankruptcy in the U.S. Bankruptcy Court for the Western District of Oklahoma. The bankruptcy trustee now seeks to administer the funds in the deposit account at First State Bank. What is the status of Capital Corp’s security interest in the deposit account as against the bankruptcy trustee?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Oklahoma’s Uniform Commercial Code (UCC) Article 9, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed that the bank will comply with instructions from the secured party directing 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 case, while “Capital Corp” has a security agreement and a filed financing statement covering “all assets” of “Prairie Enterprises,” it has not obtained control over the specific deposit account held at “First State Bank” where Prairie Enterprises’ operating funds are deposited. The filing of a financing statement is generally ineffective to perfect a security interest in a deposit account. Therefore, Capital Corp’s security interest in the deposit account is unperfected. When Prairie Enterprises files for bankruptcy, the trustee, acting as a hypothetical lien creditor, will have priority over any unperfected security interest. The trustee’s priority is established as of the date of bankruptcy filing. Thus, Capital Corp’s unperfected security interest in the deposit account is subordinate to the bankruptcy trustee’s interest.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Oklahoma’s Uniform Commercial Code (UCC) Article 9, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed that the bank will comply with instructions from the secured party directing 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 case, while “Capital Corp” has a security agreement and a filed financing statement covering “all assets” of “Prairie Enterprises,” it has not obtained control over the specific deposit account held at “First State Bank” where Prairie Enterprises’ operating funds are deposited. The filing of a financing statement is generally ineffective to perfect a security interest in a deposit account. Therefore, Capital Corp’s security interest in the deposit account is unperfected. When Prairie Enterprises files for bankruptcy, the trustee, acting as a hypothetical lien creditor, will have priority over any unperfected security interest. The trustee’s priority is established as of the date of bankruptcy filing. Thus, Capital Corp’s unperfected security interest in the deposit account is subordinate to the bankruptcy trustee’s interest.
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Question 15 of 30
15. Question
Prairie Land Bank secured a loan for Dusty Fields, taking a security interest in Dusty’s farming equipment, including a combine. Prairie Land Bank properly filed a UCC-1 financing statement with the Oklahoma Secretary of State on March 15, 2022, perfecting its security interest. On April 1, 2022, Dusty Fields purchased a new combine from Wheatbelt Equipment Company, which agreed to finance the purchase. Wheatbelt Equipment Company filed its own UCC-1 financing statement on April 10, 2022, claiming an interest in the newly purchased combine. Dusty Fields subsequently defaulted on both loans. Which entity has priority to the combine?
Correct
The core issue in this scenario revolves around the priority of security interests when a debtor defaults and a third party seeks to acquire the collateral. Under Oklahoma’s Uniform Commercial Code (UCC) Article 9, a secured party’s rights are generally established by perfecting their security interest. Perfection typically occurs through filing a financing statement or taking possession of the collateral. In this case, Prairie Land Bank properly perfected its security interest in the combine by filing a UCC-1 financing statement on March 15, 2022. This filing provides notice to subsequent creditors and establishes Prairie Land Bank’s priority. When Wheatbelt Equipment Company sold the combine to Dusty Fields, it retained a purchase-money security interest (PMSI) in the collateral. For a PMSI to have priority over a previously perfected security interest in the same collateral, specific rules apply. Under UCC § 9-324, a PMSI in equipment generally has priority over a conflicting security interest in the same collateral if the PMSI is perfected when the debtor receives possession of the collateral or within a specified grace period. However, this priority is subject to the rule of “first to file or perfect.” Prairie Land Bank’s security interest was perfected on March 15, 2022. Wheatbelt Equipment Company’s sale to Dusty Fields occurred later, with the intention of retaining a security interest. While Wheatbelt’s interest is a PMSI, its perfection occurred after Prairie Land Bank’s prior perfection. Specifically, Wheatbelt’s financing statement was filed on April 10, 2022, which is after Prairie Land Bank’s March 15, 2022 filing. Therefore, under the first-to-file-or-perfect rule, Prairie Land Bank’s perfected security interest has priority over Wheatbelt Equipment Company’s subsequently perfected PMSI. This means that upon Dusty Fields’ default, Prairie Land Bank has the right to repossess and sell the combine, and its claim will be satisfied before Wheatbelt Equipment Company’s claim.
Incorrect
The core issue in this scenario revolves around the priority of security interests when a debtor defaults and a third party seeks to acquire the collateral. Under Oklahoma’s Uniform Commercial Code (UCC) Article 9, a secured party’s rights are generally established by perfecting their security interest. Perfection typically occurs through filing a financing statement or taking possession of the collateral. In this case, Prairie Land Bank properly perfected its security interest in the combine by filing a UCC-1 financing statement on March 15, 2022. This filing provides notice to subsequent creditors and establishes Prairie Land Bank’s priority. When Wheatbelt Equipment Company sold the combine to Dusty Fields, it retained a purchase-money security interest (PMSI) in the collateral. For a PMSI to have priority over a previously perfected security interest in the same collateral, specific rules apply. Under UCC § 9-324, a PMSI in equipment generally has priority over a conflicting security interest in the same collateral if the PMSI is perfected when the debtor receives possession of the collateral or within a specified grace period. However, this priority is subject to the rule of “first to file or perfect.” Prairie Land Bank’s security interest was perfected on March 15, 2022. Wheatbelt Equipment Company’s sale to Dusty Fields occurred later, with the intention of retaining a security interest. While Wheatbelt’s interest is a PMSI, its perfection occurred after Prairie Land Bank’s prior perfection. Specifically, Wheatbelt’s financing statement was filed on April 10, 2022, which is after Prairie Land Bank’s March 15, 2022 filing. Therefore, under the first-to-file-or-perfect rule, Prairie Land Bank’s perfected security interest has priority over Wheatbelt Equipment Company’s subsequently perfected PMSI. This means that upon Dusty Fields’ default, Prairie Land Bank has the right to repossess and sell the combine, and its claim will be satisfied before Wheatbelt Equipment Company’s claim.
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Question 16 of 30
16. Question
Consider a scenario where “Prairie Farms Dairy,” a business operating in Oklahoma, grants a security interest in all its current and after-acquired inventory to “First National Bank of Tulsa” to secure a loan. First National Bank properly files a UCC-1 financing statement covering “all inventory, wherever located, including after-acquired inventory” on January 15, 2023. On March 10, 2023, Prairie Farms Dairy purchases a new shipment of cheese and milk from a supplier, “Midwest Creamery,” on unsecured credit. On April 1, 2023, Prairie Farms Dairy files for Chapter 7 bankruptcy. Which of the following statements accurately describes First National Bank’s rights regarding the inventory purchased on March 10, 2023?
Correct
The scenario involves a security interest in inventory and after-acquired property. In Oklahoma, under UCC Article 9, a security agreement that covers after-acquired inventory is generally valid and enforceable. When a debtor acquires new inventory after the initial security agreement is in place, the security interest automatically attaches to that new inventory, provided the agreement grants such a right. The critical factor for perfection of this security interest against third parties, including other creditors, is the filing of a financing statement. The financing statement must accurately describe the collateral, which in this case would include inventory, and potentially mention after-acquired property if the agreement is broad. If the secured party properly filed a financing statement covering the inventory before the bankruptcy petition was filed, their security interest is perfected. In bankruptcy, a perfected security interest generally survives the debtor’s bankruptcy proceedings, allowing the secured party to repossess or otherwise realize on the collateral. The trustee, acting on behalf of unsecured creditors, generally cannot avoid a properly perfected security interest. Therefore, the secured party’s claim to the newly acquired inventory is valid and perfected.
Incorrect
The scenario involves a security interest in inventory and after-acquired property. In Oklahoma, under UCC Article 9, a security agreement that covers after-acquired inventory is generally valid and enforceable. When a debtor acquires new inventory after the initial security agreement is in place, the security interest automatically attaches to that new inventory, provided the agreement grants such a right. The critical factor for perfection of this security interest against third parties, including other creditors, is the filing of a financing statement. The financing statement must accurately describe the collateral, which in this case would include inventory, and potentially mention after-acquired property if the agreement is broad. If the secured party properly filed a financing statement covering the inventory before the bankruptcy petition was filed, their security interest is perfected. In bankruptcy, a perfected security interest generally survives the debtor’s bankruptcy proceedings, allowing the secured party to repossess or otherwise realize on the collateral. The trustee, acting on behalf of unsecured creditors, generally cannot avoid a properly perfected security interest. Therefore, the secured party’s claim to the newly acquired inventory is valid and perfected.
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Question 17 of 30
17. Question
Prairie Holdings LLC, a business operating exclusively within Oklahoma, entered into a loan agreement with Sterling Bank, also an Oklahoma-based entity. As collateral for the loan, Prairie Holdings granted Sterling Bank a security interest in its primary operating deposit account, which it exclusively maintains at Sterling Bank. Sterling Bank drafted the security agreement and provided the loan funds. Subsequently, Prairie Holdings defaulted on the loan. Another creditor, Bison Capital, subsequently obtained a judgment against Prairie Holdings and attempted to levy on the funds in the operating account. Bison Capital filed a UCC-1 financing statement covering all of Prairie Holdings’ assets, including deposit accounts, with the Oklahoma Secretary of State. Which of the following accurately describes the perfection status of Sterling Bank’s security interest in the deposit account at the time of Prairie Holdings’ default?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account when the secured party is a bank. Under Oklahoma’s UCC Article 9, specifically Section 9-304(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Section 9-104. For a bank to have control over a deposit account it maintains for its customer, it generally must be the bank with which the deposit account is maintained. In this scenario, Sterling Bank is the secured party and also the bank where the debtor, Prairie Holdings LLC, maintains its operating deposit account. Therefore, Sterling Bank has control over the deposit account by virtue of being the depositary bank. This control automatically perfects Sterling Bank’s security interest in the deposit account from the moment the security agreement is in effect, without the need for filing a financing statement or taking possession. Filing a financing statement is generally not the method for perfecting a security interest in deposit accounts. A notification to the bank or the bank becoming the secured party are alternative methods of establishing control, but when the secured party *is* the bank maintaining the account, control is inherent. The question tests the understanding that deposit accounts are a special class of collateral where perfection is achieved through control, and a bank’s own deposit account provides automatic perfection.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account when the secured party is a bank. Under Oklahoma’s UCC Article 9, specifically Section 9-304(b)(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Section 9-104. For a bank to have control over a deposit account it maintains for its customer, it generally must be the bank with which the deposit account is maintained. In this scenario, Sterling Bank is the secured party and also the bank where the debtor, Prairie Holdings LLC, maintains its operating deposit account. Therefore, Sterling Bank has control over the deposit account by virtue of being the depositary bank. This control automatically perfects Sterling Bank’s security interest in the deposit account from the moment the security agreement is in effect, without the need for filing a financing statement or taking possession. Filing a financing statement is generally not the method for perfecting a security interest in deposit accounts. A notification to the bank or the bank becoming the secured party are alternative methods of establishing control, but when the secured party *is* the bank maintaining the account, control is inherent. The question tests the understanding that deposit accounts are a special class of collateral where perfection is achieved through control, and a bank’s own deposit account provides automatic perfection.
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Question 18 of 30
18. Question
When a business in Tulsa, Oklahoma, grants a security interest in its primary operating deposit account to a lender, and the security agreement clearly lists the account as collateral, but the lender takes no further action to establish control over the account with the bank where it is held, what is the status of the lender’s security interest against a subsequent lien creditor who levies on the account?
Correct
The question pertains to the perfection of a security interest in a deposit account under Oklahoma’s Article 9 of the Uniform Commercial Code. Oklahoma, like most states, follows the UCC’s approach to deposit accounts. Perfection in a deposit account is generally achieved exclusively by control. Control is defined under UCC § 9-104 as either the secured party being the bank where the deposit account is maintained, or the debtor authenticating a security agreement granting control to the secured party, and the bank agreeing to follow the secured party’s instructions. The scenario describes a security agreement granting the secured party a security interest in the debtor’s deposit account. However, no action was taken to establish control by the secured party. Specifically, the bank was not notified or did not agree to act on the secured party’s instructions, nor was the secured party the bank itself. Therefore, the security interest remains unperfected. Without perfection, the secured party would be an unsecured creditor in bankruptcy or against other creditors who might later obtain a perfected security interest or a lien on the deposit account. The critical element for perfection in deposit accounts is control, and the facts presented do not indicate that control was established.
Incorrect
The question pertains to the perfection of a security interest in a deposit account under Oklahoma’s Article 9 of the Uniform Commercial Code. Oklahoma, like most states, follows the UCC’s approach to deposit accounts. Perfection in a deposit account is generally achieved exclusively by control. Control is defined under UCC § 9-104 as either the secured party being the bank where the deposit account is maintained, or the debtor authenticating a security agreement granting control to the secured party, and the bank agreeing to follow the secured party’s instructions. The scenario describes a security agreement granting the secured party a security interest in the debtor’s deposit account. However, no action was taken to establish control by the secured party. Specifically, the bank was not notified or did not agree to act on the secured party’s instructions, nor was the secured party the bank itself. Therefore, the security interest remains unperfected. Without perfection, the secured party would be an unsecured creditor in bankruptcy or against other creditors who might later obtain a perfected security interest or a lien on the deposit account. The critical element for perfection in deposit accounts is control, and the facts presented do not indicate that control was established.
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Question 19 of 30
19. Question
Agri-Corp, an agricultural supplier based in Oklahoma, sells a consignment of specialized widgets to Farm Fresh Produce, Inc., a retailer also located in Oklahoma. The agreement clearly states that Farm Fresh Produce, Inc. will pay Agri-Corp from the proceeds of selling these widgets to its customers. Agri-Corp takes a security interest in the accounts that arise from Farm Fresh Produce, Inc.’s sale of these widgets. Subsequently, another creditor, Capital Bank, also based in Oklahoma, extends a loan to Farm Fresh Produce, Inc. and properly files a financing statement covering all of Farm Fresh Produce, Inc.’s accounts. What is the status of Agri-Corp’s security interest in the accounts generated from the widget sales relative to Capital Bank’s perfected security interest?
Correct
This scenario involves the perfection of a security interest in accounts. Under Oklahoma’s Uniform Commercial Code Article 9, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for “enforceability” of a security interest in accounts arising from the sale of goods, which is automatically perfected without filing or possession under UCC § 9-309(3) (as adopted in Oklahoma). This exception applies when the secured party’s rights are in accounts arising from the sale of goods and the secured party is not a buyer of accounts or a consignor. In this case, the sale of widgets by Agri-Corp to Farm Fresh Produce, Inc. generates accounts. Agri-Corp’s security interest in these accounts is automatically perfected because the accounts arise from the sale of goods and Agri-Corp is not a buyer of accounts or a consignor. Therefore, no financing statement filing is required for perfection against third parties. The primary test for perfection of accounts is typically filing, but the specific nature of the transaction here triggers the automatic perfection exception.
Incorrect
This scenario involves the perfection of a security interest in accounts. Under Oklahoma’s Uniform Commercial Code Article 9, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for “enforceability” of a security interest in accounts arising from the sale of goods, which is automatically perfected without filing or possession under UCC § 9-309(3) (as adopted in Oklahoma). This exception applies when the secured party’s rights are in accounts arising from the sale of goods and the secured party is not a buyer of accounts or a consignor. In this case, the sale of widgets by Agri-Corp to Farm Fresh Produce, Inc. generates accounts. Agri-Corp’s security interest in these accounts is automatically perfected because the accounts arise from the sale of goods and Agri-Corp is not a buyer of accounts or a consignor. Therefore, no financing statement filing is required for perfection against third parties. The primary test for perfection of accounts is typically filing, but the specific nature of the transaction here triggers the automatic perfection exception.
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Question 20 of 30
20. Question
AgriCorp extended a loan to Prairie Grain LLC, an Oklahoma-based agricultural cooperative, securing the loan with all of Prairie Grain’s assets, including its accounts receivable, inventory, equipment, and a significant operating deposit account held at First State Bank of Oklahoma. AgriCorp diligently filed a UCC-1 financing statement in Oklahoma covering all of Prairie Grain’s collateral and took physical possession of Prairie Grain’s stock certificates, which represented ownership in a separate grain processing venture. Shortly after, Prairie Grain filed for Chapter 7 bankruptcy. The bankruptcy trustee, reviewing Prairie Grain’s assets, discovered the deposit account at First State Bank of Oklahoma. AgriCorp asserted its security interest in the funds within this deposit account. Which of the following best describes the status of AgriCorp’s security interest in the deposit account as against the bankruptcy trustee?
Correct
The core issue here is the perfection of a security interest in a deposit account held by a debtor in Oklahoma. Under Oklahoma’s Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in UCC § 9-104 as either the secured party becoming the depositary bank’s customer with respect to the deposit account, or by agreeing with the depositary bank that the bank will comply with instructions from the secured party directing the disposition of the funds in the account without the debtor’s further consent. Filing a financing statement is generally insufficient for perfection of security interests in deposit accounts. Therefore, even though AgriCorp filed a financing statement and took possession of the stock certificates, neither of these actions establishes control over the deposit account. Without control, AgriCorp’s security interest in the deposit account is unperfected. When the debtor files for bankruptcy, the bankruptcy trustee, as a hypothetical lien creditor under 11 U.S.C. § 544, can avoid unperfected security interests. Thus, the trustee can take the deposit account free of AgriCorp’s claim.
Incorrect
The core issue here is the perfection of a security interest in a deposit account held by a debtor in Oklahoma. Under Oklahoma’s Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in UCC § 9-104 as either the secured party becoming the depositary bank’s customer with respect to the deposit account, or by agreeing with the depositary bank that the bank will comply with instructions from the secured party directing the disposition of the funds in the account without the debtor’s further consent. Filing a financing statement is generally insufficient for perfection of security interests in deposit accounts. Therefore, even though AgriCorp filed a financing statement and took possession of the stock certificates, neither of these actions establishes control over the deposit account. Without control, AgriCorp’s security interest in the deposit account is unperfected. When the debtor files for bankruptcy, the bankruptcy trustee, as a hypothetical lien creditor under 11 U.S.C. § 544, can avoid unperfected security interests. Thus, the trustee can take the deposit account free of AgriCorp’s claim.
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Question 21 of 30
21. Question
Prairie State Bank has a perfected security interest in all of Tulsa Tools’s existing and after-acquired inventory. Midwest Equipment Finance subsequently provides financing for Tulsa Tools’s purchase of new inventory, thereby acquiring a purchase money security interest in that specific inventory. However, Midwest Equipment Finance neglects to send the required written notification to Prairie State Bank regarding its intent to acquire an interest in inventory, a prerequisite for PMSI priority in inventory under Oklahoma UCC § 9-324. What is the status of Midwest Equipment Finance’s security interest in the newly acquired inventory relative to Prairie State Bank’s security interest?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically Section 9-324, a PMSI holder in inventory must satisfy certain notification requirements to maintain priority over a prior secured party. The prior secured party, “Prairie State Bank,” has a perfected security interest in all of “Tulsa Tools’s” inventory. “Midwest Equipment Finance” then finances Tulsa Tools’s acquisition of new inventory, thereby acquiring a PMSI in that inventory. To gain priority over Prairie State Bank, Midwest Equipment Finance must perfect its security interest and provide written notification to Prairie State Bank that it intends to acquire an interest in inventory, and this notification must be received by Prairie State Bank within five years before Tulsa Tools receives possession of the inventory. The question asks about the consequence of Midwest Equipment Finance failing to provide this notification. If Midwest Equipment Finance fails to send the required notification to Prairie State Bank, its PMSI in the inventory will be subordinate to Prairie State Bank’s prior perfected security interest. Therefore, Prairie State Bank retains priority over the inventory financed by Midwest Equipment Finance.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically Section 9-324, a PMSI holder in inventory must satisfy certain notification requirements to maintain priority over a prior secured party. The prior secured party, “Prairie State Bank,” has a perfected security interest in all of “Tulsa Tools’s” inventory. “Midwest Equipment Finance” then finances Tulsa Tools’s acquisition of new inventory, thereby acquiring a PMSI in that inventory. To gain priority over Prairie State Bank, Midwest Equipment Finance must perfect its security interest and provide written notification to Prairie State Bank that it intends to acquire an interest in inventory, and this notification must be received by Prairie State Bank within five years before Tulsa Tools receives possession of the inventory. The question asks about the consequence of Midwest Equipment Finance failing to provide this notification. If Midwest Equipment Finance fails to send the required notification to Prairie State Bank, its PMSI in the inventory will be subordinate to Prairie State Bank’s prior perfected security interest. Therefore, Prairie State Bank retains priority over the inventory financed by Midwest Equipment Finance.
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Question 22 of 30
22. Question
Agri-Machinery Sales, an agricultural equipment dealer in Oklahoma, secured a loan from Blue Sky Loans. Blue Sky Loans properly perfected its security interest in Agri-Machinery Sales’ entire inventory of tractors by filing a financing statement with the Oklahoma Secretary of State. Subsequently, Agri-Machinery Sales sold a tractor, which was part of its inventory, to Prairie Plow Farms, a farming operation, in a transaction that was conducted in the ordinary course of Agri-Machinery Sales’ business. Prairie Plow Farms paid fair market value for the tractor and had no knowledge that the sale was in violation of Blue Sky Loans’ security interest. After Agri-Machinery Sales defaulted on its loan, Blue Sky Loans attempted to repossess the tractor from Prairie Plow Farms. Which of the following statements best describes the legal status of Prairie Plow Farms’ ownership of the tractor under Oklahoma law?
Correct
The core issue here revolves around the priority of security interests when a debtor transfers collateral. In Oklahoma, as under Article 9 of the UCC, a buyer of goods takes free of a security interest if the buyer is a buyer in the ordinary course of business (BIOC), unless the buyer knows the sale is in violation of the security agreement. This protection is codified in Oklahoma Statutes §2-403(2) and §9-320. A BIOC is defined as a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and that is a merchant who ordinarily buys goods of that kind. The security interest in the inventory was properly perfected by “Blue Sky Loans” through filing. However, the sale of the tractor to “Prairie Plow Farms” occurred in the ordinary course of business of “Agri-Machinery Sales,” which was a dealer in such equipment. Prairie Plow Farms purchased the tractor for value, in good faith, and without knowledge that the sale to them was in violation of Blue Sky Loans’ security interest. Therefore, Prairie Plow Farms, as a BIOC, takes the tractor free of Blue Sky Loans’ security interest, even though it was perfected. Blue Sky Loans’ recourse would be against Agri-Machinery Sales for breach of the security agreement, not against the BIOC. The UCC prioritizes the free flow of commerce in inventory.
Incorrect
The core issue here revolves around the priority of security interests when a debtor transfers collateral. In Oklahoma, as under Article 9 of the UCC, a buyer of goods takes free of a security interest if the buyer is a buyer in the ordinary course of business (BIOC), unless the buyer knows the sale is in violation of the security agreement. This protection is codified in Oklahoma Statutes §2-403(2) and §9-320. A BIOC is defined as a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and that is a merchant who ordinarily buys goods of that kind. The security interest in the inventory was properly perfected by “Blue Sky Loans” through filing. However, the sale of the tractor to “Prairie Plow Farms” occurred in the ordinary course of business of “Agri-Machinery Sales,” which was a dealer in such equipment. Prairie Plow Farms purchased the tractor for value, in good faith, and without knowledge that the sale to them was in violation of Blue Sky Loans’ security interest. Therefore, Prairie Plow Farms, as a BIOC, takes the tractor free of Blue Sky Loans’ security interest, even though it was perfected. Blue Sky Loans’ recourse would be against Agri-Machinery Sales for breach of the security agreement, not against the BIOC. The UCC prioritizes the free flow of commerce in inventory.
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Question 23 of 30
23. Question
TerraCorp, a company specializing in industrial equipment financing, provided a purchase-money security interest in a state-of-the-art HVAC system to a manufacturing plant in Tulsa, Oklahoma. TerraCorp diligently perfected its security interest by filing a fixture filing in the appropriate county clerk’s office on January 15th, 2023. The manufacturing plant had a pre-existing mortgage on the entire property, including any future fixtures, which was properly recorded on June 1st, 2022, with First National Bank of Oklahoma. The debtor, the manufacturing plant, defaulted on its obligations to both TerraCorp and First National Bank of Oklahoma on March 10th, 2023. The HVAC system was installed and became a fixture on February 1st, 2023. Which party holds the superior security interest in the HVAC system under Oklahoma’s Article 9 of the Uniform Commercial Code?
Correct
The core issue revolves around the priority of security interests when a debtor defaults and the collateral is a fixture. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically focusing on fixtures, a secured party who finances the purchase of a fixture and perfects its interest by a fixture filing has priority over a prior encumbrancer of the real property. This is outlined in Oklahoma Statutes Title 12A, Section 9-334. The statute generally grants priority to a secured party with a perfected security interest in a fixture over a conflicting interest of a person who has an interest in the related real property. However, there are exceptions. One crucial exception is when a prior encumbrancer of the real property makes a subsequent advance for the purpose of preserving the value of the collateral, or under a security interest in the real property that is perfected when a fixture filing is made. In this scenario, the prior encumbrancer’s interest in the real property, which was perfected before the fixture filing, generally takes precedence over the fixture financier’s interest for those subsequent advances, provided the advance was made within a certain timeframe or under specific conditions as outlined in the UCC. However, the question specifies that the prior encumbrancer’s interest is a mortgage on the real property, and the fixture financier perfected its security interest by filing a fixture filing *before* the debtor defaulted. The key is that the fixture financier’s perfection occurred *before* the debtor’s default. The statute prioritizes a purchase-money security interest in a fixture that is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter. Such a perfected purchase-money security interest has priority over conflicting interests of a person who has an interest in the real property. The scenario does not indicate any subsequent advances by the prior mortgagee that would trigger the exception for preserving the value of the collateral. Therefore, the fixture financier’s perfected purchase-money security interest in the new HVAC system, filed as a fixture filing, will generally have priority over the pre-existing mortgage on the real property.
Incorrect
The core issue revolves around the priority of security interests when a debtor defaults and the collateral is a fixture. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically focusing on fixtures, a secured party who finances the purchase of a fixture and perfects its interest by a fixture filing has priority over a prior encumbrancer of the real property. This is outlined in Oklahoma Statutes Title 12A, Section 9-334. The statute generally grants priority to a secured party with a perfected security interest in a fixture over a conflicting interest of a person who has an interest in the related real property. However, there are exceptions. One crucial exception is when a prior encumbrancer of the real property makes a subsequent advance for the purpose of preserving the value of the collateral, or under a security interest in the real property that is perfected when a fixture filing is made. In this scenario, the prior encumbrancer’s interest in the real property, which was perfected before the fixture filing, generally takes precedence over the fixture financier’s interest for those subsequent advances, provided the advance was made within a certain timeframe or under specific conditions as outlined in the UCC. However, the question specifies that the prior encumbrancer’s interest is a mortgage on the real property, and the fixture financier perfected its security interest by filing a fixture filing *before* the debtor defaulted. The key is that the fixture financier’s perfection occurred *before* the debtor’s default. The statute prioritizes a purchase-money security interest in a fixture that is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter. Such a perfected purchase-money security interest has priority over conflicting interests of a person who has an interest in the real property. The scenario does not indicate any subsequent advances by the prior mortgagee that would trigger the exception for preserving the value of the collateral. Therefore, the fixture financier’s perfected purchase-money security interest in the new HVAC system, filed as a fixture filing, will generally have priority over the pre-existing mortgage on the real property.
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Question 24 of 30
24. Question
Prairie Cattle Co. extended credit to “Dusty Trails Ranch” and obtained a purchase money security interest (PMSI) in all of Dusty Trails Ranch’s current and future livestock. Prairie Cattle Co. filed a UCC-1 financing statement with the Oklahoma Secretary of State on March 1st. On March 5th, Dusty Trails Ranch obtained a loan from Great Plains Bank, granting the bank a security interest in the same livestock. Great Plains Bank also filed a UCC-1 financing statement on March 5th. On March 10th, Dusty Trails Ranch sold a herd of cattle to Rancher’s Delight Meats, a reputable butcher shop that regularly buys cattle from local ranches. Rancher’s Delight Meats purchased the cattle in good faith and in the ordinary course of its business, without actual knowledge of either security interest, but the filing of Prairie Cattle Co.’s financing statement was publicly available. Which secured party has priority over the collateral sold to Rancher’s Delight Meats?
Correct
The scenario involves a dispute over priority between two secured parties. First, we must determine the perfection status of each security interest. “Prairie Cattle Co.” has a purchase money security interest (PMSI) in livestock. To perfect a PMSI in livestock, a financing statement must be filed, and the secured party must have possession or control. However, Oklahoma law, specifically under UCC § 9-317(e), states that a buyer of farm products takes free of a security interest even if perfected, unless the buyer receives notice of the security interest. In this case, “Rancher’s Delight Meats” is a buyer in the ordinary course of business of farm products. The critical factor is whether Rancher’s Delight Meats had notice of Prairie Cattle Co.’s security interest. The problem states that Prairie Cattle Co. filed a financing statement, which provides constructive notice to subsequent purchasers. However, UCC § 9-320(a) (as adopted in Oklahoma) generally protects buyers in the ordinary course of business from unperfected security interests. But, the exception in UCC § 9-317(e) specifically addresses buyers of farm products. Since Prairie Cattle Co. filed a financing statement, this filing serves as notice. Therefore, Rancher’s Delight Meats, despite being a buyer in the ordinary course of business, takes the livestock subject to Prairie Cattle Co.’s perfected security interest because they had notice through the filing. The security interest held by “Great Plains Bank” is perfected by filing a financing statement on the same day as Prairie Cattle Co. but after Prairie Cattle Co.’s filing. Under UCC § 9-322(a)(1), when multiple security interests are perfected by filing, priority is determined by the order of filing. Since Prairie Cattle Co. filed first, their security interest has priority over Great Plains Bank’s security interest. Consequently, Prairie Cattle Co. has priority over both Rancher’s Delight Meats (due to notice of the PMSI) and Great Plains Bank (due to the first-to-file rule).
Incorrect
The scenario involves a dispute over priority between two secured parties. First, we must determine the perfection status of each security interest. “Prairie Cattle Co.” has a purchase money security interest (PMSI) in livestock. To perfect a PMSI in livestock, a financing statement must be filed, and the secured party must have possession or control. However, Oklahoma law, specifically under UCC § 9-317(e), states that a buyer of farm products takes free of a security interest even if perfected, unless the buyer receives notice of the security interest. In this case, “Rancher’s Delight Meats” is a buyer in the ordinary course of business of farm products. The critical factor is whether Rancher’s Delight Meats had notice of Prairie Cattle Co.’s security interest. The problem states that Prairie Cattle Co. filed a financing statement, which provides constructive notice to subsequent purchasers. However, UCC § 9-320(a) (as adopted in Oklahoma) generally protects buyers in the ordinary course of business from unperfected security interests. But, the exception in UCC § 9-317(e) specifically addresses buyers of farm products. Since Prairie Cattle Co. filed a financing statement, this filing serves as notice. Therefore, Rancher’s Delight Meats, despite being a buyer in the ordinary course of business, takes the livestock subject to Prairie Cattle Co.’s perfected security interest because they had notice through the filing. The security interest held by “Great Plains Bank” is perfected by filing a financing statement on the same day as Prairie Cattle Co. but after Prairie Cattle Co.’s filing. Under UCC § 9-322(a)(1), when multiple security interests are perfected by filing, priority is determined by the order of filing. Since Prairie Cattle Co. filed first, their security interest has priority over Great Plains Bank’s security interest. Consequently, Prairie Cattle Co. has priority over both Rancher’s Delight Meats (due to notice of the PMSI) and Great Plains Bank (due to the first-to-file rule).
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Question 25 of 30
25. Question
Prairie Harvest Farms, an Oklahoma-based agricultural producer, granted AgriBank a perfected security interest in all its farm equipment to secure a loan. This security interest was properly filed under Oklahoma’s UCC Article 9. Later, Prairie Harvest Farms sold a specific combine harvester, which was part of the collateral, to a local equipment dealer, “Country Crops Inc.,” which regularly buys and sells farm equipment. Country Crops Inc. purchased the combine without knowledge that the sale was in violation of AgriBank’s security agreement, and the sale was conducted in the ordinary course of Prairie Harvest Farms’ farming operations. What is the legal status of Country Crops Inc.’s ownership of the combine harvester concerning AgriBank’s security interest?
Correct
The scenario involves a buyer of goods who is also a debtor under a security agreement. The secured party, AgriBank, perfected its security interest in all of the debtor’s farm equipment, including a tractor, by filing a financing statement. Subsequently, the debtor sold the tractor to a buyer in the ordinary course of business (BIOC). Under Oklahoma’s Uniform Commercial Code, specifically Section 9-320, a buyer in the ordinary course of business takes free of a security interest created by the seller even though the security interest is perfected and even though the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. The key here is that the tractor is farm equipment, and the sale of such equipment by a farmer to a BIOC is generally permitted to occur free of the security interest. AgriBank’s security interest in the tractor, while perfected, is cut off by the sale to the BIOC, assuming the buyer purchased the tractor in the ordinary course of the seller’s farming business and did not have knowledge that the sale itself was in violation of the security agreement. The question tests the understanding of the BIOC exception to perfection, particularly as it applies to farm equipment sales by a farmer in Oklahoma.
Incorrect
The scenario involves a buyer of goods who is also a debtor under a security agreement. The secured party, AgriBank, perfected its security interest in all of the debtor’s farm equipment, including a tractor, by filing a financing statement. Subsequently, the debtor sold the tractor to a buyer in the ordinary course of business (BIOC). Under Oklahoma’s Uniform Commercial Code, specifically Section 9-320, a buyer in the ordinary course of business takes free of a security interest created by the seller even though the security interest is perfected and even though the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. The key here is that the tractor is farm equipment, and the sale of such equipment by a farmer to a BIOC is generally permitted to occur free of the security interest. AgriBank’s security interest in the tractor, while perfected, is cut off by the sale to the BIOC, assuming the buyer purchased the tractor in the ordinary course of the seller’s farming business and did not have knowledge that the sale itself was in violation of the security agreement. The question tests the understanding of the BIOC exception to perfection, particularly as it applies to farm equipment sales by a farmer in Oklahoma.
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Question 26 of 30
26. Question
A Tulsa-based lender, “Prairie Capital,” provided financing to a local trucking company, “Dusty Roads Logistics,” for the purchase of a fleet of new heavy-duty trucks. Prairie Capital diligently filed UCC-1 financing statements with the Oklahoma Secretary of State, covering all the trucks as collateral. However, the lender neglected to ensure that its security interest was properly noted on the certificates of title for these vehicles, which are registered and titled in Oklahoma. Subsequently, Dusty Roads Logistics defaulted on the loan. Before Prairie Capital could take possession of the trucks, another creditor, “Crossroads Bank,” which had also extended credit to Dusty Roads Logistics for unrelated equipment, obtained a judgment against the company and levied on the trucks. Crossroads Bank was unaware of Prairie Capital’s prior security interest. In this situation, what is the status of Prairie Capital’s security interest in the trucks as against Crossroads Bank’s judicial lien?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a vehicle that is titled in Oklahoma. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically focusing on the perfection of security interests in motor vehicles, the general rule is that perfection is achieved by complying with the state’s certificate of title laws. Oklahoma Statutes Title 47, Section 1105, outlines the requirements for obtaining a certificate of title for a vehicle, and this process includes the notation of security interests. Therefore, for a security interest in a vehicle to be effective against third parties, the secured party must ensure that its security interest is noted on the certificate of title issued by the Oklahoma Department of Motor Vehicles. Filing a UCC-1 financing statement with the Oklahoma Secretary of State is generally not the proper method for perfecting a security interest in a vehicle that requires a certificate of title. The UCC explicitly states that when a certificate of title statute covers a vehicle, compliance with that statute is the exclusive method of perfection. Therefore, the failure to have the security interest noted on the Oklahoma certificate of title means the security interest is unperfected.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a vehicle that is titled in Oklahoma. Under Oklahoma’s Article 9 of the Uniform Commercial Code, specifically focusing on the perfection of security interests in motor vehicles, the general rule is that perfection is achieved by complying with the state’s certificate of title laws. Oklahoma Statutes Title 47, Section 1105, outlines the requirements for obtaining a certificate of title for a vehicle, and this process includes the notation of security interests. Therefore, for a security interest in a vehicle to be effective against third parties, the secured party must ensure that its security interest is noted on the certificate of title issued by the Oklahoma Department of Motor Vehicles. Filing a UCC-1 financing statement with the Oklahoma Secretary of State is generally not the proper method for perfecting a security interest in a vehicle that requires a certificate of title. The UCC explicitly states that when a certificate of title statute covers a vehicle, compliance with that statute is the exclusive method of perfection. Therefore, the failure to have the security interest noted on the Oklahoma certificate of title means the security interest is unperfected.
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Question 27 of 30
27. Question
A manufacturing company in Tulsa, Oklahoma, obtains a loan from Bancorp of Oklahoma, granting Bancorp a security interest in all of its present and after-acquired inventory. Bancorp diligently files a UCC-1 financing statement in Oklahoma. Six months later, the company takes out another loan from PetroChem Solutions, which also takes a security interest in all of the company’s present and after-acquired inventory and files a UCC-1 financing statement. Subsequently, the company acquires a new shipment of raw materials that becomes part of its inventory. Which entity holds the superior security interest in this newly acquired inventory?
Correct
The question revolves around the priority of a security interest in after-acquired property when a subsequent creditor files a financing statement. In Oklahoma, as under general UCC Article 9 principles, a security interest generally attaches to after-acquired collateral. However, the perfection of a security interest in after-acquired inventory or accounts receivable is crucial for establishing priority. If a secured party has a properly perfected security interest in “all inventory” of a debtor, this perfection extends to inventory acquired after the initial filing. A subsequent lender, even if they file a financing statement covering “all assets” or “all inventory,” will generally be subordinate to the first perfected security interest in that after-acquired inventory, unless specific exceptions apply, such as purchase-money security interests (PMSI) in inventory that meet strict notification requirements. In this scenario, the initial secured party, Bancorp of Oklahoma, perfected its security interest in all of the debtor’s inventory, which by its nature includes after-acquired inventory. When PetroChem Solutions filed its financing statement, it was on notice of Bancorp’s prior perfected security interest. Therefore, Bancorp’s perfected security interest in the after-acquired inventory has priority over PetroChem’s subsequently filed security interest.
Incorrect
The question revolves around the priority of a security interest in after-acquired property when a subsequent creditor files a financing statement. In Oklahoma, as under general UCC Article 9 principles, a security interest generally attaches to after-acquired collateral. However, the perfection of a security interest in after-acquired inventory or accounts receivable is crucial for establishing priority. If a secured party has a properly perfected security interest in “all inventory” of a debtor, this perfection extends to inventory acquired after the initial filing. A subsequent lender, even if they file a financing statement covering “all assets” or “all inventory,” will generally be subordinate to the first perfected security interest in that after-acquired inventory, unless specific exceptions apply, such as purchase-money security interests (PMSI) in inventory that meet strict notification requirements. In this scenario, the initial secured party, Bancorp of Oklahoma, perfected its security interest in all of the debtor’s inventory, which by its nature includes after-acquired inventory. When PetroChem Solutions filed its financing statement, it was on notice of Bancorp’s prior perfected security interest. Therefore, Bancorp’s perfected security interest in the after-acquired inventory has priority over PetroChem’s subsequently filed security interest.
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Question 28 of 30
28. Question
Consider a scenario in Oklahoma where Sterling, a manufacturer of specialized industrial machinery, sells a large, custom-built conveyor system to Bison Industries. Bison Industries installs this system within its manufacturing plant, thereby rendering it a fixture. Sterling obtains a security interest in the conveyor system to secure the purchase price. Prior to Sterling’s security interest being granted, Bison Industries had already granted a mortgage on its manufacturing plant to Frontier Bank. Frontier Bank’s mortgage is properly recorded in the county where the plant is located. Sterling files a standard UCC-1 financing statement in the Oklahoma Secretary of State’s office, correctly identifying Bison Industries and the conveyor system as collateral, but does not make a fixture filing. Which statement accurately describes the perfection and priority of Sterling’s security interest concerning the conveyor system as a fixture against Frontier Bank’s mortgage?
Correct
This question probes the nuanced concept of perfection of a security interest in fixtures under Oklahoma’s Article 9. A security interest in fixtures is perfected by filing a fixture filing. A fixture filing is a UCC-1 financing statement that contains specific additional information beyond a standard UCC-1. Specifically, it must describe the collateral as fixtures or as the real property to which the collateral is affixed. Furthermore, the financing statement must be filed in the office where a mortgage on the real property would be recorded, which in Oklahoma is typically the County Clerk’s office. The financing statement must also identify the record owner or encumbrancer of the real property. The effectiveness of a fixture filing is generally governed by the rules of Article 9, but the priority of a fixture filing against a conflicting interest in the real property is determined by real property law. However, the initial step for a secured party to establish priority and perfect their interest in fixtures is to properly file the financing statement as a fixture filing. A purchase-money security interest in a fixture has priority over conflicting interests in the fixture if the requirements for fixture filing are met before or within twenty days after the debtor receives possession of the fixture, and the secured party files in accordance with the fixture filing rules. The scenario involves a pre-existing mortgage and a subsequent security interest in equipment that becomes a fixture. The critical element is the timing and method of perfection of the security interest in the equipment that has become a fixture. For a security interest in fixtures to be effective against a prior encumbrancer of the real property, the fixture filing must occur before the goods become fixtures or within twenty days after they become fixtures if it is a purchase money security interest. In this case, the security interest was granted after the equipment was installed. Therefore, to gain priority over the pre-existing mortgage, the secured party must have perfected its security interest by filing a fixture filing before the equipment became a fixture, or within the twenty-day grace period for purchase money security interests in fixtures, which is not applicable here as the security interest was granted after installation. The failure to file a fixture filing in the appropriate county office, describing the collateral as fixtures or referencing the real property, means the security interest in the fixtures is unperfected against subsequent purchasers of the real property, including the mortgagee who is considered to have rights in the fixtures as part of the real estate. The secured party’s security interest in the equipment as general chattel remains perfected if a standard UCC-1 was filed, but this does not grant them priority in the fixtures as against the real property interest.
Incorrect
This question probes the nuanced concept of perfection of a security interest in fixtures under Oklahoma’s Article 9. A security interest in fixtures is perfected by filing a fixture filing. A fixture filing is a UCC-1 financing statement that contains specific additional information beyond a standard UCC-1. Specifically, it must describe the collateral as fixtures or as the real property to which the collateral is affixed. Furthermore, the financing statement must be filed in the office where a mortgage on the real property would be recorded, which in Oklahoma is typically the County Clerk’s office. The financing statement must also identify the record owner or encumbrancer of the real property. The effectiveness of a fixture filing is generally governed by the rules of Article 9, but the priority of a fixture filing against a conflicting interest in the real property is determined by real property law. However, the initial step for a secured party to establish priority and perfect their interest in fixtures is to properly file the financing statement as a fixture filing. A purchase-money security interest in a fixture has priority over conflicting interests in the fixture if the requirements for fixture filing are met before or within twenty days after the debtor receives possession of the fixture, and the secured party files in accordance with the fixture filing rules. The scenario involves a pre-existing mortgage and a subsequent security interest in equipment that becomes a fixture. The critical element is the timing and method of perfection of the security interest in the equipment that has become a fixture. For a security interest in fixtures to be effective against a prior encumbrancer of the real property, the fixture filing must occur before the goods become fixtures or within twenty days after they become fixtures if it is a purchase money security interest. In this case, the security interest was granted after the equipment was installed. Therefore, to gain priority over the pre-existing mortgage, the secured party must have perfected its security interest by filing a fixture filing before the equipment became a fixture, or within the twenty-day grace period for purchase money security interests in fixtures, which is not applicable here as the security interest was granted after installation. The failure to file a fixture filing in the appropriate county office, describing the collateral as fixtures or referencing the real property, means the security interest in the fixtures is unperfected against subsequent purchasers of the real property, including the mortgagee who is considered to have rights in the fixtures as part of the real estate. The secured party’s security interest in the equipment as general chattel remains perfected if a standard UCC-1 was filed, but this does not grant them priority in the fixtures as against the real property interest.
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Question 29 of 30
29. Question
TerraCorp, a supplier of specialized agricultural equipment, extended credit to GreenPastures Farm, LLC, located in Tulsa, Oklahoma, for a new line of drone-based crop monitoring systems. TerraCorp properly filed a UCC-1 financing statement covering these systems. Shortly thereafter, First National Bank of Oklahoma City, which had a pre-existing, perfected security interest in all of GreenPastures’ present and after-acquired inventory, also filed a UCC-1 financing statement. GreenPastures received possession of the drone systems on May 1st. TerraCorp, knowing of First National Bank’s prior filing, sent a certified letter to the bank on April 20th, informing them of its purchase money security interest in the specific drone systems being delivered to GreenPastures. The bank received this letter on April 25th. What is the priority status of TerraCorp’s security interest in the drone systems relative to First National Bank’s security interest?
Correct
The scenario involves a security interest in inventory. In Oklahoma, as governed by UCC Article 9, a purchase money security interest (PMSI) in inventory generally requires a creditor to perfect their security interest by filing a financing statement and providing notice to other secured parties who have previously filed financing statements covering the same collateral. Specifically, under Oklahoma UCC § 9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI creditor perfects its security interest before the debtor receives possession of the inventory, and the PMSI creditor gives an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the inventory. This notification must be sent within twenty-five days after the debtor receives possession of the inventory. If the conflicting secured party has filed a financing statement covering the inventory, and the PMSI creditor knows or has notice of this filing, then providing notice is crucial for establishing priority. The question hinges on the effectiveness of the notice provided. Since the notice was sent before the debtor received possession of the goods, it satisfies the timing requirement of providing notice within twenty-five days of possession. The fact that the notice was sent by certified mail and received by the bank before the debtor took possession is sufficient to establish the priority of the PMSI. The filing of the financing statement by the bank is a prior conflicting interest, making the notification requirement operative. The PMSI creditor’s actions correctly establish their priority over the bank’s prior-filed security interest in the same inventory.
Incorrect
The scenario involves a security interest in inventory. In Oklahoma, as governed by UCC Article 9, a purchase money security interest (PMSI) in inventory generally requires a creditor to perfect their security interest by filing a financing statement and providing notice to other secured parties who have previously filed financing statements covering the same collateral. Specifically, under Oklahoma UCC § 9-324(b), a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI creditor perfects its security interest before the debtor receives possession of the inventory, and the PMSI creditor gives an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the inventory. This notification must be sent within twenty-five days after the debtor receives possession of the inventory. If the conflicting secured party has filed a financing statement covering the inventory, and the PMSI creditor knows or has notice of this filing, then providing notice is crucial for establishing priority. The question hinges on the effectiveness of the notice provided. Since the notice was sent before the debtor received possession of the goods, it satisfies the timing requirement of providing notice within twenty-five days of possession. The fact that the notice was sent by certified mail and received by the bank before the debtor took possession is sufficient to establish the priority of the PMSI. The filing of the financing statement by the bank is a prior conflicting interest, making the notification requirement operative. The PMSI creditor’s actions correctly establish their priority over the bank’s prior-filed security interest in the same inventory.
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Question 30 of 30
30. Question
AgriBank extended a loan to Farmer Giles, taking a security interest in all of Farmer Giles’s present and after-acquired accounts. AgriBank filed a financing statement covering these accounts on May 15th in Oklahoma. On May 1st, AgriBank provided new value to Farmer Giles. Farmer Giles subsequently acquired accounts from Cotton Farmers Cooperative, a supplier who was not obligated to pay AgriBank, on May 10th. On May 20th, Regional Bank, unaware of AgriBank’s prior filing, also filed a financing statement in Oklahoma covering all of Farmer Giles’s accounts, having extended a separate loan on May 19th. Which secured party has priority concerning the accounts acquired by Farmer Giles from Cotton Farmers Cooperative on May 10th?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts and the priority of competing claims. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for certain “new value” transactions. Specifically, if a secured party gives new value to a debtor and the security interest attaches to accounts that are “acquired by the debtor in the ordinary course of business” from a person that is not obligated to pay the secured party, the security interest is automatically perfected for a period of twenty days from the date of attachment. This is often referred to as “automatic perfection” or a “twenty-day grace period” for certain after-acquired accounts. In this case, AgriBank’s security interest in “all accounts” attached when the debtor received rights in the collateral. AgriBank’s financing statement was filed on May 15th, perfecting its interest in all accounts owned by the debtor at that time and subsequently acquired. However, the question focuses on the specific transaction with Cotton Farmers Cooperative. AgriBank provided new value to the debtor on May 1st. The debtor then acquired accounts from Cotton Farmers Cooperative on May 10th. The key is that AgriBank’s security interest in these newly acquired accounts from Cotton Farmers Cooperative would have been automatically perfected for twenty days from May 10th, the date of attachment, even without filing a financing statement covering those specific accounts. The critical point is the timing of the subsequent financing statement filed by Regional Bank on May 20th. Regional Bank’s financing statement covered “all accounts.” By May 20th, AgriBank’s automatic perfection for the accounts acquired from Cotton Farmers Cooperative on May 10th would have expired. Therefore, Regional Bank’s filing on May 20th would perfect its security interest in those accounts, and since AgriBank’s automatic perfection had lapsed, Regional Bank would have priority. The explanation does not involve any calculations.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts and the priority of competing claims. Under Oklahoma’s Article 9 of the Uniform Commercial Code, a security interest in accounts is generally perfected by filing a financing statement. However, there is an exception for certain “new value” transactions. Specifically, if a secured party gives new value to a debtor and the security interest attaches to accounts that are “acquired by the debtor in the ordinary course of business” from a person that is not obligated to pay the secured party, the security interest is automatically perfected for a period of twenty days from the date of attachment. This is often referred to as “automatic perfection” or a “twenty-day grace period” for certain after-acquired accounts. In this case, AgriBank’s security interest in “all accounts” attached when the debtor received rights in the collateral. AgriBank’s financing statement was filed on May 15th, perfecting its interest in all accounts owned by the debtor at that time and subsequently acquired. However, the question focuses on the specific transaction with Cotton Farmers Cooperative. AgriBank provided new value to the debtor on May 1st. The debtor then acquired accounts from Cotton Farmers Cooperative on May 10th. The key is that AgriBank’s security interest in these newly acquired accounts from Cotton Farmers Cooperative would have been automatically perfected for twenty days from May 10th, the date of attachment, even without filing a financing statement covering those specific accounts. The critical point is the timing of the subsequent financing statement filed by Regional Bank on May 20th. Regional Bank’s financing statement covered “all accounts.” By May 20th, AgriBank’s automatic perfection for the accounts acquired from Cotton Farmers Cooperative on May 10th would have expired. Therefore, Regional Bank’s filing on May 20th would perfect its security interest in those accounts, and since AgriBank’s automatic perfection had lapsed, Regional Bank would have priority. The explanation does not involve any calculations.