Under Mississippi’s Article 9 of the Uniform Commercial Code, the priority of conflicting security interests is generally determined by the order of filing or perfection. A purchase money security interest (PMSI) in consumer goods, however, has special perfection rules. For a PMSI in consumer goods to have priority over a buyer who is not a secured party, the PMSI must be perfected by filing, or it must be automatically perfected. While automatic perfection applies to PMSIs in consumer goods, it does not grant priority over a buyer who purchases the goods for value and intends to use them for personal, family, or household purposes, unless that buyer has actual knowledge of the security interest. This is a critical exception. Therefore, to ensure priority against such a buyer, a secured party with a PMSI in consumer goods must file a financing statement. This filing provides constructive notice to subsequent purchasers. The scenario describes a situation where a lender has a PMSI in a refrigerator sold to an individual for personal use. The individual then sells the refrigerator to a neighbor who is unaware of the original loan. The lender’s failure to file a financing statement means their PMSI is not perfected against a buyer in the ordinary course of business or a buyer of consumer goods who purchases without knowledge. In Mississippi, as in most jurisdictions adopting Article 9, a buyer of consumer goods takes free of a security interest even if it is perfected, if they purchase for value, for their own personal, family, or household use, and without knowledge of the security interest. Filing is the only way to ensure priority in this specific consumer goods scenario against such a buyer.

Under Mississippi’s Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is a critical concept. Unlike many other types of collateral, a security interest in a deposit account can only be perfected by control, as defined in Section 9-104 of the UCC. This means the secured party must obtain possession of the deposit account, or the depositary bank must agree to comply with the secured party’s instructions regarding the account without further consent from the debtor. A mere filing of a financing statement is insufficient for perfection in deposit accounts. Therefore, if a bank, acting as a secured party, has a security interest in a deposit account held at that same bank, and it exercises control over that account by having the account in its own name or by agreement, its security interest is perfected. The scenario describes a bank taking a security interest in a deposit account held at that very bank. By holding the account in its own name, the bank exercises control, thus perfecting its security interest.

In Mississippi, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally does not need to be filed to be perfected. Perfection is automatic upon attachment. However, the definition of “consumer goods” is crucial: goods primarily used or bought for use primarily for personal, family, or household purposes. If the collateral is not exclusively used for personal purposes, it may not qualify as consumer goods for this automatic perfection rule. In the scenario presented, the tractor is purchased by a farmer, Ms. Gable, for use in her farming operation. Farming is a commercial activity, not primarily personal, family, or household use. Therefore, the tractor, even though it might be a relatively small tractor, would likely be classified as equipment, or possibly farm products, depending on its use and Ms. Gable’s status as a farmer. A PMSI in equipment or farm products requires filing a financing statement to achieve perfection against third-party claims, including a buyer in the ordinary course of business who takes possession. Since the financing statement was not filed, the PMSI in the tractor is unperfected. Consequently, when Mr. Henderson, a buyer in the ordinary course of business from Ms. Gable, purchases the tractor, he takes it free of the unperfected security interest. The security interest held by the lender, AgriBank, is therefore subordinate to Mr. Henderson’s ownership interest.

Mississippi’s Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, this right is not absolute and must be exercised without a breach of the peace. A breach of the peace occurs when the secured party’s actions are likely to cause public disturbance or confrontation. For example, entering a debtor’s home without permission, using force or violence, or involving law enforcement without proper legal process can constitute a breach of the peace. If a secured party breaches the peace during repossession, they may be liable for conversion or other torts. The secured party’s right to possession is subject to the debtor’s rights, including the right to cure the default or redeem the collateral under certain circumstances, as outlined in Mississippi Code Section 75-9-623. The focus of the question is on the limitations imposed by the “breach of the peace” doctrine on a secured party’s right to repossess collateral in Mississippi, a critical concept for understanding the practical application of Article 9.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Mississippi’s Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in Mississippi Code Annotated Section 75-9-104 as a bank becoming the customer of the depositary bank with respect to the deposit account, or entering into a control agreement with the debtor and the depositary bank. In this scenario, Amelia Bank took possession of the certificate of deposit, which represents a right to payment from the bank itself, but this does not equate to control over the deposit account in the manner contemplated by Article 9 for perfection against third parties. The certificate of deposit is a tangible representation of a debt owed by the bank, and while possession of such an instrument might be relevant in other contexts, for perfecting a security interest in the deposit account itself, control through a control agreement or by becoming the bank’s customer is paramount. Without such control, Amelia Bank’s security interest is unperfected against a buyer of the deposit account that gives value and receives delivery of the deposit account, or against a perfected secured party. The scenario explicitly states that Beatrice Bank has a perfected security interest in the same deposit account. Beatrice Bank’s perfection, presumably through control, would take priority. Therefore, Amelia Bank’s possession of the CD does not grant it priority over Beatrice Bank’s perfected security interest in the deposit account.

Mississippi’s Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, this right is not absolute and must be exercised without a “breach of the peace.” A breach of the peace is a violation of public order and can occur in various ways, including the use of force, threats, or even unauthorized entry onto the debtor’s property. Mississippi law, like many other states, interprets “breach of the peace” broadly to protect debtors from abusive or unlawful repossession tactics. If a secured party breaches the peace during repossession, they may forfeit their right to the collateral and could be liable for damages to the debtor. The key factor is whether the secured party’s actions would tend to disturb the public peace or incite violence. For instance, entering a locked garage without permission, confronting the debtor aggressively, or involving law enforcement without proper legal authority can all constitute a breach of the peace. The absence of a breach of the peace is a prerequisite for a lawful non-judicial repossession.

The core issue here revolves around the perfection of a security interest in accounts and the priority of competing secured parties. In Mississippi, as under general 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 “transient” or “isolated” transactions. Specifically, if a secured party’s rights in accounts arise solely from a sale of accounts that is part of a bulk sale or a sale of the secured party’s own business, perfection may not require filing. In this scenario, Magnolia Bank has a perfected security interest in all of Cypress Corp.’s accounts by filing a financing statement in Mississippi. This filing establishes Magnolia Bank’s priority over subsequent unperfected security interests and generally over later-filed perfected security interests in the same collateral. Riverfront Financial’s claim arises from a purchase of accounts. The critical question is whether Riverfront Financial’s purchase of accounts constitutes a “sale of accounts” that is excluded from the general filing requirement under Article 9, or if it is a transaction that requires filing for perfection. Article 9, Section 9-109(d)(4) of the Mississippi UCC (and generally across the US) states that Article 9 does not apply to a sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of a business out of which they arose. It also does not apply to a sale of accounts as part of a sale of the assets of an enterprise. However, the UCC also clarifies that a transaction may be characterized as both a security interest and a sale. When a transaction is characterized as a sale of accounts, perfection is typically not required under Article 9, as it’s treated as an outright sale. But if the “sale” is more akin to a financing arrangement where the seller retains an interest or risk, it may be treated as a security interest. In Mississippi, as in many states, a sale of accounts is generally considered a true sale, and perfection is not required for the buyer to have rights against the seller. However, to establish priority against third parties, particularly other creditors of the seller, filing is generally the method for perfection of a security interest in accounts. Given that Riverfront Financial purchased accounts from Cypress Corp., and assuming this is a true sale of accounts, Riverfront Financial’s rights in those accounts are generally established upon the sale itself, without the need for filing to perfect against the seller. Magnolia Bank’s prior filing perfected its security interest in all accounts, including those subsequently sold to Riverfront Financial. Therefore, Magnolia Bank’s perfected security interest has priority over Riverfront Financial’s unperfected interest in the accounts that were sold after Magnolia Bank’s filing. The Mississippi UCC prioritizes a prior perfected security interest over a subsequent unperfected one. There is no calculation needed to arrive at the answer. The determination is based on the priority rules of Article 9 of the Mississippi Uniform Commercial Code. Magnolia Bank’s security interest was perfected by filing on January 15th. Riverfront Financial’s purchase of accounts occurred on February 10th. Under Mississippi UCC § 9-322(a)(1), a perfected security interest has priority over an unperfected security interest. Since Magnolia Bank’s interest was perfected by filing before Riverfront Financial acquired its interest, Magnolia Bank has priority. Riverfront Financial’s failure to file a financing statement means its interest is unperfected.

The core issue here is determining the proper place to file a financing statement for a security interest in a certificate of title vehicle when the debtor is a business entity. Mississippi’s Article 9, specifically in Section 9-307, addresses perfection of security interests in goods covered by a certificate of title. When a certificate of title statute specifies that a security interest is perfected by notation on the certificate of title, that method is generally exclusive. Mississippi Code Annotated Section 63-21-55(2) mandates that a security interest in a vehicle covered by a certificate of title is perfected by filing a financing statement with the Department of Revenue, Tax Commission, or its designated agency, and noting the secured party’s interest on the certificate of title. For business debtors, the location of filing is typically dictated by the debtor’s location. Mississippi Code Annotated Section 9-307(e) states that for a certificate of title good, perfection is by compliance with the certificate of title statute. If the debtor is an organization, the location of the organization is generally its chief executive office. However, for vehicles, the certificate of title statute governs. Since the question specifies a business debtor and a vehicle subject to Mississippi’s certificate of title laws, the perfection method outlined in the certificate of title statute, which involves notation on the title and filing with the state’s designated motor vehicle authority, is controlling. Therefore, filing with the Mississippi Department of Revenue is the correct procedure for perfection.

Mississippi Code Section 75-9-315(a)(1) governs the effect of a security interest on proceeds. When a secured party has a perfected security interest in collateral, that security interest automatically extends to identifiable proceeds of the collateral unless otherwise agreed. Proceeds are defined in Mississippi Code Section 75-9-102(a)(64) as the ‘[i]nterest arising when the collateral is sold, exchanged, leased, licensed, or otherwise disposed of.’ This includes distributions of or collections on the collateral. For the security interest to remain perfected in the proceeds, the secured party must have had a continuously perfected security interest in the original collateral, or the security interest in the proceeds must be perfected within twenty days after the collateral becomes identifiable proceeds. In this scenario, the security interest in the inventory was perfected. When the inventory was sold, the cash received constituted identifiable proceeds. Since the security interest in the inventory was perfected, it automatically extends to the cash proceeds, provided the secured party’s security interest in the inventory remains perfected or is perfected within the prescribed timeframe. The question implies the sale of inventory, making cash a direct proceed.

In Mississippi, as under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally does not require filing a financing statement to be perfected. This is a key exception to the general rule that filing is necessary for perfection. The rationale is that consumer goods are typically held for personal, family, or household purposes, and the low value and rapid turnover of such goods make a filing system impractical and overly burdensome for both creditors and consumers. Therefore, a PMSI in consumer goods is automatically perfected upon attachment. Attachment occurs when the secured party gives value, the debtor has rights in the collateral, and a security agreement is in existence that describes the collateral. The prompt states that “Magnolia Motors” sold a washing machine to “Caleb” on an installment plan, retaining a security interest. A washing machine is clearly a consumer good. Magnolia Motors’ security interest is a purchase money security interest because it was taken by the seller of the collateral to secure the payment of all or part of its price. Since the collateral is consumer goods, the PMSI is automatically perfected without the need for filing.

The scenario describes a transaction where Delta Corp, a Mississippi-based entity, finances its inventory of specialized agricultural equipment through a loan from Meridian Bank. Meridian Bank properly perfects its security interest in Delta Corp’s inventory by filing a UCC-1 financing statement in Mississippi, the jurisdiction where Delta Corp is located. Subsequently, Delta Corp sells a piece of equipment to Farmer Giles, who is located in Louisiana. Farmer Giles uses the equipment for his farming operations in Louisiana. The question concerns the perfection of Meridian Bank’s security interest in the equipment after its sale to Farmer Giles. Under Mississippi’s Article 9 of the Uniform Commercial Code, specifically Miss. Code Ann. § 75-9-307, a buyer in the ordinary course of business (BIOC) takes free of a security interest created by the seller, even if the security interest is perfected, unless the buyer knows that the sale is in violation of the security agreement. Delta Corp’s business is selling agricultural equipment, and Farmer Giles is purchasing this equipment in the ordinary course of Delta Corp’s business. Therefore, Farmer Giles qualifies as a BIOC. The fact that the equipment is now in Louisiana does not alter the perfection status of Meridian Bank’s security interest against Farmer Giles, as the BIOC rule is a substantive right that cuts off even perfected security interests. Meridian Bank’s perfection in Mississippi is effective, but it does not follow the collateral into the hands of a BIOC who takes free of that interest. The proper place of filing for inventory is generally the debtor’s location, which was Mississippi for Delta Corp. The critical point is that a BIOC takes free of the security interest.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Mississippi Code Annotated Section 75-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory, provided certain conditions are met. For a PMSI in inventory to have priority, the secured party must have perfected its security interest by filing a financing statement before the debtor receives possession of the inventory. Additionally, the PMSI holder must give an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the inventory, and this notification must be received within twenty-five (25) days after the filing of the financing statement. In this case, Premier Bank filed its financing statement on March 1st, and Delta National Bank filed its conflicting security interest on March 5th. Premier Bank’s PMSI was perfected on March 1st, which was before Delta National Bank’s filing. Crucially, Premier Bank sent its notification to Delta National Bank on March 15th, which is within the twenty-five (25) day window after Premier Bank’s March 1st filing. Therefore, Premier Bank’s PMSI has priority over Delta National Bank’s security interest. The total value of the inventory is not relevant to determining priority in this specific instance, as the perfection and notification requirements are met.

The Mississippi UCC, specifically Article 9, governs secured transactions. When a debtor defaults on a secured obligation, the secured party has rights to repossess and dispose of the collateral. Mississippi law, like the UCC, emphasizes the commercial reasonableness of any disposition of collateral. This means the sale must be conducted in a manner that is generally accepted in the relevant market. Factors contributing to commercial reasonableness include the method of disposition (public or private sale), the terms of the sale, the advertising, and the price obtained. If a disposition is not commercially reasonable, the secured party may be liable for damages to the debtor or other obligated parties. In this scenario, the sale of the specialized manufacturing equipment, which is a unique type of collateral, requires careful consideration of the market for such items. A private sale to a single buyer, without any prior advertising or soliciting bids, could be challenged as commercially unreasonable, especially if it results in a significantly depressed sale price. The secured party’s failure to explore multiple avenues for sale or to demonstrate efforts to obtain a fair market value would weaken the argument for commercial reasonableness. Therefore, the sale of the equipment for a price substantially below its estimated market value, without evidence of a diligent effort to maximize the return, would likely be deemed commercially unreasonable under Mississippi UCC § 9-610.

The core issue here is the priority of security interests when a debtor defaults and the collateral is inventory. In Mississippi, as under the Uniform Commercial Code (UCC) Article 9, a perfected purchase-money security interest (PMSI) in inventory generally has priority over a prior-in-time, perfected security interest in the same inventory, provided certain conditions are met. For a PMSI in inventory to have priority, the secured party must have perfected its interest before the debtor receives possession of the inventory. Furthermore, the PMSI holder must notify any prior secured party who has filed a financing statement covering the same collateral. This notification must be in writing and specify the goods that are or are to be furnished under the PMSI. This notice requirement is crucial for alerting prior secured parties to the existence of the new PMSI and its priority claim. Without this notification, the PMSI in inventory would not achieve priority over the earlier perfected security interest. Therefore, even though “Capital Creditors” had a prior perfected security interest, “Inventory Financiers Inc.” would lose its priority over the inventory if it failed to provide the required written notice to “Capital Creditors” before the debtor received the inventory. The prompt states that Inventory Financiers Inc. perfected its PMSI on January 15th, and the debtor received possession on January 10th. This timing is problematic for the PMSI’s priority. However, the critical failure for Inventory Financiers Inc. to maintain priority over Capital Creditors’ prior perfected security interest is the lack of written notification to Capital Creditors as required by UCC § 9-324(c) (as adopted in Mississippi). Perfection before delivery is a condition for PMSI priority in inventory, and Inventory Financiers Inc.’s perfection occurred after the debtor received possession. Even if perfection had occurred before receipt, the failure to notify the prior secured party would defeat the PMSI’s priority.

The core issue here revolves around the perfection of a security interest in a deposit account under Mississippi’s Article 9. Mississippi, like many states, has adopted Revised Article 9 of the UCC. For deposit accounts, perfection can generally be achieved in two primary ways: by control or by filing. However, Revised Article 9 explicitly states that a security interest in a deposit account as original collateral can only be perfected by control. Filing is not an option for perfection in deposit accounts when they are the original collateral. Control is typically achieved when the secured party is the bank with which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the funds in the account. In this scenario, while Sterling Bank has a filed financing statement covering “all assets” of Magnolia Lumber, this filing is ineffective for perfecting a security interest in Magnolia’s deposit account as original collateral. The deposit account was not pledged as collateral in the initial loan agreement, but rather became subject to the security interest later when Magnolia transferred funds into it. Even if the initial security agreement broadly covered after-acquired property or proceeds, the method of perfection for the deposit account itself must comply with the specific rules for deposit accounts. Therefore, Sterling Bank’s security interest in the deposit account is unperfected because they did not obtain control over it. The deposit account is not considered proceeds of the lumber inventory in a way that would allow perfection by filing to carry over to the deposit account itself. The funds in the account are a distinct asset.

The Mississippi UCC, specifically Article 9, governs secured transactions. When a debtor defaults on a secured obligation, the secured party has remedies. One crucial remedy is repossession of the collateral. However, the method of repossession is subject to legal constraints. Specifically, Mississippi law, mirroring the UCC, prohibits repossession if it would cause a “breach of the peace.” A breach of the peace is generally understood to involve violence, threats of violence, or entry into a dwelling or secured area without consent. In this scenario, the secured party’s agent, acting on behalf of the lender, entered the debtor’s locked garage without the debtor’s permission to repossess a vehicle. This unauthorized entry into a locked private space constitutes a breach of the peace under Mississippi secured transactions law. Consequently, the secured party’s actions would likely be deemed wrongful, potentially leading to liability for conversion or other damages. The relevant Mississippi statute that informs this understanding is Mississippi Code Annotated § 75-9-609, which outlines the secured party’s right to take possession after default but explicitly prohibits breaches of the peace. The key legal principle here is that the right to repossess is not absolute and must be exercised in a manner that respects the debtor’s property rights and privacy. Unauthorized entry into a locked structure is a clear violation of this principle.

The core issue here is the priority of security interests when a debtor defaults and collateral is insufficient to satisfy all claims. In Mississippi, as under the Uniform Commercial Code (UCC) Article 9, the general rule for priority among secured parties is “first in time, first in right,” meaning the secured party who first files a financing statement or perfects its security interest generally has priority. However, certain types of collateral and specific UCC provisions create exceptions. In this scenario, the debtor, Magnolia Manufacturing LLC, granted a purchase-money security interest (PMSI) in its new milling equipment to Bank A. A PMSI grants the secured party priority over other creditors in the specific collateral financed. For equipment, a PMSI is generally perfected by filing a financing statement before or within 20 days after the debtor receives possession of the collateral. Assuming Bank A properly perfected its PMSI in the milling equipment, its interest generally takes priority over prior unperfected security interests and subsequently perfected security interests in that specific collateral. Bank B has a prior perfected security interest in all of Magnolia Manufacturing’s existing and after-acquired inventory and equipment. This is a blanket lien. However, a PMSI in equipment generally has priority over a prior perfected security interest in after-acquired equipment, provided the PMSI is perfected correctly. Mississippi UCC § 9-324(a) specifically addresses PMSI priority in equipment. It states that a PMSI in equipment has priority over a conflicting security interest in the same equipment if the PMSI is perfected when the debtor receives possession of the collateral or within 20 days thereafter. Therefore, Bank A’s purchase-money security interest in the milling equipment, assuming proper and timely perfection, will have priority over Bank B’s prior blanket lien on after-acquired equipment. This priority applies specifically to the milling equipment financed by Bank A. The remaining proceeds from the sale of the milling equipment, after satisfying Bank A’s claim, would then be subject to Bank B’s security interest, along with any other collateral covered by its lien. If the sale proceeds are insufficient to cover Bank A’s claim, Bank A’s perfected PMSI has priority over Bank B’s general lien on that specific collateral.

The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those arising from the sale of goods by a merchant. Under Mississippi’s version of UCC Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, UCC § 9-309(3) provides an exception for “a security interest created by an assignor as assignor of accounts which does not alone and together with other assignments to that assignee amount to a substantial part of all of the accounts of the assignor.” This is often referred to as the “casual or isolated assignment” exception. For such assignments, attachment alone is sufficient for perfection, meaning no filing is required. In this case, the aggregate value of accounts assigned by Magnolia Furnishings to Capital Creditors is \( \$50,000 \). The total accounts of Magnolia Furnishings are \( \$250,000 \). To determine if the assignment constitutes a “substantial part,” we calculate the percentage: \[ \frac{\text{Assigned Accounts}}{\text{Total Accounts}} \times 100\% = \frac{\$50,000}{\$250,000} \times 100\% = 0.20 \times 100\% = 20\% \] A 20% assignment of accounts is generally considered a substantial part. Mississippi law, consistent with the UCC, does not provide a bright-line percentage for “substantial part,” but courts have historically viewed assignments exceeding 10% or 15% as substantial. Therefore, Capital Creditors’ security interest in the assigned accounts is not perfected by attachment alone. To ensure perfection against third-party claims, Capital Creditors would have needed to file a financing statement in accordance with Mississippi UCC § 9-310(1). Without such a filing, their unperfected security interest is subordinate to a perfected security interest held by a subsequent secured party, or to a buyer of the accounts that takes possession of the tangible evidence of the principal obligation, or to a lien creditor. In this scenario, the competing claim of the trustee in bankruptcy, acting as a hypothetical lien creditor under 11 U.S.C. § 544(a), would likely prevail over Capital Creditors’ unperfected security interest.

In Mississippi, under Article 9 of the Uniform Commercial Code, the priority of security interests is generally determined by the order of filing a financing statement. However, certain purchase money security interests (PMSIs) have special priority rules. A PMSI in consumer goods, where the goods are consumer goods in the hands of the debtor, generally has priority over conflicting security interests in the same goods even if filed after the conflicting interest attaches, provided the PMSI is perfected. Perfection for consumer goods can occur automatically upon attachment for a PMSI, or by filing. In this scenario, Amelia’s purchase of the refrigerator for personal use makes it a consumer good. Bank of Mississippi has a prior perfected security interest in all of Amelia’s household goods. The appliance dealer, Appliance World, has a PMSI in the refrigerator. For Appliance World’s PMSI to have priority over Bank of Mississippi’s prior perfected security interest, Appliance World must perfect its security interest. For consumer goods, perfection can be achieved by filing a financing statement or, in some cases, automatically. However, the UCC explicitly states that filing is required to perfect a security interest in consumer goods, other than a purchase money security interest in consumer goods that perfects automatically upon attachment. Given that Appliance World did not file a financing statement, and the refrigerator is a consumer good, its PMSI priority is not automatic without perfection. Therefore, Bank of Mississippi’s prior perfected security interest will have priority. The calculation is not numerical but conceptual: PMSI in consumer goods requires perfection (filing or automatic perfection for certain PMSIs, but not applicable here for priority against a prior perfected interest without filing) to gain superpriority. Since Appliance World did not file and the goods are consumer goods, the prior perfected interest prevails.

The scenario involves a purchase money security interest (PMSI) in inventory. In Mississippi, as under general Article 9 of the Uniform Commercial Code, a PMSI in inventory requires specific steps to achieve priority over other secured parties. The debtor, “Magnolia Manufacturing,” purchased inventory from “Delta Distributors.” “Magnolia Manufacturing” granted a security interest in its after-acquired inventory to “Gulf Coast Bank” prior to the Delta Distributors transaction. To establish priority over Gulf Coast Bank’s earlier-filed general security interest in after-acquired inventory, Delta Distributors must satisfy two key requirements for its PMSI in inventory: (1) it must have a PMSI in the inventory, which it does by selling it to Magnolia Manufacturing with a security interest retained; and (2) it must perfect its security interest. Perfection for inventory typically requires filing a financing statement. Crucially, for PMSI in inventory to have priority over a conflicting security interest in the same inventory, the PMSI secured party must have filed its financing statement *before* the debtor received possession of the inventory. In this case, Delta Distributors filed its financing statement on June 15th, and Magnolia Manufacturing received possession of the inventory on June 10th. Since Delta Distributors filed *after* Magnolia Manufacturing obtained possession of the inventory, its PMSI in inventory is subordinate to Gulf Coast Bank’s earlier-perfected security interest. Therefore, Gulf Coast Bank has priority.

The core issue here is the priority of security interests when a debtor moves collateral subject to a security interest from one state to another. Mississippi, like other states, has adopted Article 9 of the Uniform Commercial Code. When collateral is covered by a certificate of title, perfection and the effect of perfection or non-perfection are governed by the law of the jurisdiction where the certificate of title is issued. Mississippi UCC § 9-303(b) states that if a security interest is perfected in one jurisdiction and all the other jurisdictions to which the collateral may be moved are specified in the security agreement, then the security interest remains perfected for a period of four months or until perfection ceases under the law of the first jurisdiction, whichever occurs first. However, the critical factor for determining priority when collateral is moved is the perfection status in the new jurisdiction. Mississippi UCC § 9-316 addresses continuation of perfection across borders. If collateral is brought into Mississippi while a security interest therein is perfected in accordance with the law of the jurisdiction from which the collateral was removed, the security interest remains perfected, without further filing, for a period of four months or until the perfection ceases under the law of the first jurisdiction, whichever occurs first. After that period, if the security interest has not been perfected in Mississippi, it is deemed to have been unperfected as against a purchaser of the collateral who gives value and receives delivery of the collateral, and as against a secured party who perfects a security interest in the collateral. In this scenario, the vehicle was titled and the security interest was perfected in Alabama. When it was brought into Mississippi, the perfection in Alabama continued for four months. However, the creditor in Mississippi perfected their security interest by filing a financing statement and taking possession of the certificate of title *after* the four-month grace period had expired, and without the original creditor having re-perfected in Mississippi. Therefore, the Mississippi creditor has priority. The key is that perfection in the original state (Alabama) only provides a grace period in the new state (Mississippi); to maintain priority beyond that period, perfection in the new state is required.

The core issue here is the priority of security interests when a debtor’s collateral is transferred. Under Mississippi Code Annotated Section 75-9-316, a security interest that remains perfected after a disposition of collateral continues to be perfected and has the same priority it had before the disposition. This rule is crucial for understanding how security interests follow collateral. In this scenario, Acme Bank’s security interest in the specialized manufacturing equipment was perfected by filing in Mississippi. When the equipment was sold to Delta Manufacturing, a buyer in ordinary course of business, the sale itself did not automatically terminate Acme Bank’s security interest. Instead, the security interest generally continues in the collateral. However, a buyer in ordinary course of business generally takes free of a security interest created by the seller, even if the security interest is perfected, unless the buyer knows that the sale is in violation of the security agreement and the sale is not authorized by the secured party. In this case, there is no indication that Delta Manufacturing had such knowledge or that the sale was unauthorized. Therefore, Acme Bank’s security interest, while continuing, would generally be subordinate to Delta Manufacturing’s ownership interest, as Delta is a buyer in ordinary course. However, the question asks about the *priority* of Acme’s security interest against a *new* secured party who finances Delta’s purchase. When Delta Manufacturing obtains the equipment, and First National Bank finances this purchase by taking a security interest in the same equipment, the priority between Acme Bank and First National Bank is determined by the rules of Article 9 of the Uniform Commercial Code as adopted in Mississippi. Specifically, Section 75-9-325 governs the priority of security interests in goods covered by a certificate of title, but this equipment is not described as being so titled. For general goods, Section 75-9-324 addresses the priority of purchase-money security interests in inventory and other goods. However, Acme’s interest was perfected *before* Delta’s purchase, and First National’s interest is taken *after* Delta’s purchase. Crucially, Section 75-9-322(a)(1) establishes that the first-to-file or first-to-perfect rule governs priority among perfected security interests in the same collateral. Acme Bank perfected its security interest by filing in Mississippi. First National Bank, by financing Delta’s purchase and taking a security interest in the equipment, would also need to perfect its interest. Assuming First National Bank properly perfects its security interest, its priority will be determined by when it files its financing statement or otherwise perfects. If First National Bank files its financing statement *after* Acme Bank has already filed its financing statement covering the equipment (even though the collateral was then owned by the original debtor), and First National’s security interest attaches to the collateral while it is owned by Delta, the general rule is that the earlier perfected interest prevails. However, there’s a critical exception and rule of priority regarding subsequent purchasers. When collateral is transferred, and the security interest continues in the collateral under Section 75-9-316, the priority of that continuing security interest is generally maintained. Therefore, Acme Bank’s perfected security interest, which was in place before First National Bank’s financing, retains its priority. First National Bank’s security interest, even if perfected, would be junior to Acme Bank’s pre-existing perfected security interest. The scenario does not present facts that would elevate First National Bank’s interest above Acme Bank’s. Therefore, Acme Bank’s security interest has priority over First National Bank’s security interest.

This scenario involves the priority of security interests under Mississippi’s Article 9 of the Uniform Commercial Code. The initial security interest granted to Magnolia Bank by Riverbend Farms is perfected by filing a financing statement on January 15, 2023. This establishes Magnolia Bank’s priority as of that date. Subsequently, Riverbend Farms grants a second security interest to Delta Credit Union, which is also perfected by filing on March 10, 2023. Under UCC § 9-322(a)(1), when two or more security interests are perfected by filing, priority is generally determined by the order of filing. Since Magnolia Bank filed its financing statement before Delta Credit Union, Magnolia Bank has priority concerning the collateral. The fact that Delta Credit Union had knowledge of Magnolia Bank’s prior security interest does not alter this priority rule for perfected security interests. The third party, Cottonwood Capital, attempts to perfect its security interest after both Magnolia Bank and Delta Credit Union. Therefore, Cottonwood Capital’s security interest is subordinate to both prior perfected interests. The question asks which entity has the highest priority. Based on the order of perfection by filing, Magnolia Bank has the earliest perfected security interest.

The question revolves around the perfection of a security interest in accounts receivable. Under Mississippi’s Article 9 of the UCC, perfection of a security interest in accounts is typically achieved by filing a financing statement in the appropriate jurisdiction. However, there is a significant exception: if the secured party is in possession of the collateral, that possession can serve as a method of perfection. In this scenario, the secured party, Coastal Capital, has taken possession of the tangible evidence of the accounts receivable, which are the invoices themselves. This possession, as per Mississippi Code Annotated § 75-9-313, serves as a method of perfection for the security interest in the accounts. Therefore, Coastal Capital’s security interest is perfected from the moment of possession. The filing of a financing statement by Delta Bank, while generally the primary method for perfection in accounts, is not the exclusive method and does not automatically gain priority over a previously perfected security interest by possession. The critical factor is the timing and method of perfection. Coastal Capital perfected its interest through possession prior to Delta Bank’s filing.

In Mississippi, as governed by Article 9 of the Uniform Commercial Code, the perfection of a security interest in a vehicle typically requires filing a financing statement in the manner prescribed by state law for the creation of a security interest in the vehicle. For motor vehicles, Mississippi law, specifically Mississippi Code Annotated § 75-9-311(b), generally mandates that perfection of a security interest is achieved by compliance with Mississippi’s certificate of title laws. This means the secured party must have its interest noted on the certificate of title issued by the Mississippi Department of Revenue. Filing a standard UCC-1 financing statement with the Secretary of State would not be the proper method for perfecting a security interest in a vehicle that is subject to a certificate of title statute. Therefore, if a lender takes a security interest in a truck that is titled in Mississippi and fails to have its lien noted on the certificate of title, its security interest is unperfected against a subsequent buyer who takes possession of the truck for value, even if that buyer has knowledge of the unperfected security interest. The UCC-1 filing, while effective for many types of collateral, is superseded by the specific perfection requirements for titled vehicles.

Mississippi’s adoption of Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, this right is not absolute and must be exercised in a “commercially reasonable manner.” This principle is enshrined in Miss. Code Ann. § 9-602 and further elaborated in various sections concerning the disposition of collateral. Specifically, regarding consumer goods, there are additional protections. If the collateral is consumer goods, and the secured party has possession, the secured party may dispose of it. The commercially reasonable standard applies to all aspects of disposition, including the method, manner, time, place, and other terms. The question revolves around the secured party’s ability to repossess and then retain the collateral without further action in a specific consumer goods scenario. Under Miss. Code Ann. § 9-620, a secured party may accept collateral in full or partial satisfaction of the obligation. However, for consumer goods, this strict foreclosure (retention without sale) is generally permitted only if the debtor has agreed to it *after* default, or if the secured party sends a proposal to retain the collateral and the debtor does not object within a specified period. In this scenario, the debtor has not agreed to retention post-default, nor has the secured party sent a proposal for retention. Therefore, the secured party cannot simply retain the collateral without further steps. The commercially reasonable disposition of the collateral is the primary recourse when strict foreclosure is not properly executed. The options presented test the understanding of these nuances in Mississippi’s Article 9, particularly concerning consumer goods and the limitations on strict foreclosure.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Mississippi Code Section 75-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. These conditions include: (1) the PMSI holder must have a PMSI in the inventory; (2) the PMSI holder must have perfected its security interest by filing a financing statement before the debtor receives possession of the inventory; and (3) the PMSI holder must have sent an authenticated notification to any prior secured party whose financing statement covers the inventory. This notification must state that the sender has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. The notification is effective for five years. In this case, Delta Bank has a perfected security interest in all of Acme’s inventory. Delta Bank’s security interest attached and was perfected first. For Gamma Corp to have priority over Delta Bank’s existing security interest in the same inventory, Gamma Corp must satisfy the PMSI notification requirements. Gamma Corp’s security interest is a PMSI because it financed the acquisition of the inventory. Gamma Corp filed its financing statement on March 1st, which was before Acme received possession of the new inventory on March 5th. However, Gamma Corp sent its notification to Delta Bank on March 3rd, which was *after* Delta Bank’s security interest was already perfected and attached to the inventory. The critical element for a PMSI holder to gain priority over a prior perfected secured party in inventory is that the notification must be sent *before* the debtor receives possession of the inventory. Since Gamma Corp sent the notification after Acme received possession, Gamma Corp’s PMSI will not have priority over Delta Bank’s prior perfected security interest. Therefore, Delta Bank retains its priority.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Mississippi Code Section 75-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder meets certain requirements. First, the PMSI must be perfected when the debtor receives possession of the inventory. Second, the PMSI holder must give an authenticated notification to any prior secured party whose security interest has already been perfected. This notification must state that the PMSI holder expects to acquire a PMSI in inventory of the debtor, and it must be sent within a certain timeframe before the debtor receives possession of the inventory. For inventory, this notification must be sent within five years before the debtor receives possession of the inventory. The notification is effective for five years from the time it is sent. In this case, Magnolia Bank perfected its security interest in all of Bayou Enterprises’ inventory on January 1, 2022. Delta Financial, holding a PMSI, sent its notification to Magnolia Bank on January 15, 2023, and then Bayou Enterprises received the collateral on February 1, 2023. Since Delta Financial sent its notification within five years of Bayou Enterprises receiving possession of the inventory and perfected its PMSI before Bayou received possession, its PMSI has priority over Magnolia Bank’s earlier perfected security interest in the same inventory. The notification was sent on January 15, 2023, and the debtor received possession on February 1, 2023, which is within the five-year window.

This scenario involves the perfection of a security interest in goods that are to become fixtures. Under Mississippi Code Annotated § 9-334, a security interest in fixtures can be perfected by a fixture filing. A fixture filing is a financing statement that covers goods that are or are to become fixtures and must be filed in the office designated for the recording of real property transactions. The filing must identify the real property concerned. The UCC distinguishes between fixtures and accessions. Goods that become fixtures are so related to particular real property that an interest in them arises under law governing real property. Mississippi Code Annotated § 9-102(a)(41) defines fixtures. The key to perfecting a security interest in fixtures is to file the financing statement in the real property records, not the personal property records. The financing statement must also describe the real property. The perfection is effective against subsequent purchasers of the real property, subject to certain exceptions. In this case, the collateral is a custom-built industrial oven integrated into the manufacturing facility’s foundation, making it a fixture. The security agreement was properly executed, and the financing statement was filed. The critical aspect is where it was filed. Filing in the office of the Chancery Clerk of the county where the real property is located, which is the designated office for recording real property records in Mississippi, constitutes a proper fixture filing. Therefore, the security interest is perfected against subsequent purchasers of the real property.

The core issue here is the priority of security interests when a buyer in the ordinary course of business purchases collateral subject to a previously perfected security interest. Mississippi Code Annotated Section 75-9-320 governs this situation. This section provides that 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. In this scenario, Magnolia Motors is a merchant that sells automobiles, making it a seller of inventory. Bayou Bank has a perfected security interest in Magnolia Motors’ inventory, including the 2023 Ford F-150. Riverfront Auto Sales is a buyer in the ordinary course of business because it is a person that buys goods in ordinary course from a person in the business of selling goods of that kind. Riverfront Auto Sales purchased the truck from Magnolia Motors in the ordinary course of its business. There is no indication that Riverfront Auto Sales knew that the sale was in violation of Bayou Bank’s security agreement. Therefore, Riverfront Auto Sales takes the truck free of Bayou Bank’s security interest. The perfection of Bayou Bank’s security interest and the fact that it was perfected prior to the sale are irrelevant to the buyer’s status as a buyer in the ordinary course of business taking free of the security interest. The crucial element is whether Riverfront Auto Sales had knowledge that the sale itself was unauthorized by the secured party, which is not stated.