Massachusetts General Laws Chapter 106, Section 9-317(a)(2) states that a security interest is subordinate to the rights of a person that secures an interest in or takes possession of the collateral without knowledge of the security interest and gives value, provided that the security interest is unperfected at the time of the subsequent interest. For the security interest to be perfected, a financing statement must be filed or possession of the collateral must be taken, as per MGL c. 106, § 9-301 and § 9-313. In this scenario, the security interest granted to Commonwealth Bank was perfected on May 1st by filing a financing statement. On May 15th, before any further action by Berkshire Credit Union, Commonwealth Bank’s security interest was perfected. Therefore, Berkshire Credit Union’s subsequent unperfected security interest, taken on May 20th, is subordinate to Commonwealth Bank’s perfected security interest. The critical factor is the perfection of the first security interest prior to the attachment and perfection (or lack thereof) of the second.

The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Massachusetts General Laws Chapter 106, Section 9-301, a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Section 9-104, which states that a secured party has control of a deposit account if it has not entered into a deposit account control agreement with the bank in which the deposit account is maintained, or if the secured party is the bank itself. In this case, “Bank of New England” is the secured party and also the bank where the deposit account is maintained. Therefore, Bank of New England has automatic control over the deposit account by virtue of being the depositary bank, as per Section 9-104(a)(1) and (a)(2). No further action, such as filing a financing statement or obtaining a separate control agreement, is required for perfection in this specific circumstance. Filing a financing statement is generally for perfection in collateral other than deposit accounts, investment property, or certain other specified types of collateral. Therefore, the Bank of New England’s security interest is perfected upon attachment, as it has control.

The question concerns the priority of security interests when a debtor defaults on multiple secured obligations. In Massachusetts, as governed by Article 9 of the Uniform Commercial Code, the general rule for determining priority among secured parties with perfected security interests in the same collateral is that the first to file a financing statement or the first to perfect its security interest prevails. However, this rule is subject to various exceptions and specific rules depending on the type of collateral and the nature of the security interests. In this scenario, both Redwood Bank and Maplewood Credit Union have perfected security interests in the same equipment. Redwood Bank perfected its security interest on January 15th, and Maplewood Credit Union perfected its security interest on February 10th. The general “first-to-file-or-perfect” rule dictates that the earlier perfection generally establishes priority. Therefore, Redwood Bank, having perfected its interest earlier, would typically have priority over Maplewood Credit Union. The scenario does not present any facts that would trigger a superpriority claim for Maplewood Credit Union, such as a purchase money security interest (PMSI) that was perfected within the statutory grace period and met all other requirements for PMSI superpriority, or any other specific statutory exception to the general priority rule. The fact that Maplewood Credit Union’s loan was for the acquisition of the equipment does not automatically grant it superpriority unless it also properly perfected its PMSI in accordance with UCC § 9-324 and Massachusetts law, which includes filing a financing statement and, for certain types of collateral, providing notice to prior secured parties. Without evidence of such proper PMSI perfection and notice, the general rule applies. Therefore, when the debtor defaults and the collateral is sold, Redwood Bank, as the first party to perfect its security interest, has priority to the proceeds from the sale of the equipment up to the amount of its secured obligation.

The core issue here is determining the priority of security interests when a debtor has granted multiple security interests in the same collateral, and one of those interests is a purchase-money security interest (PMSI). In Massachusetts, as under the Uniform Commercial Code (UCC) Article 9, a PMSI in consumer goods generally has superpriority. However, this superpriority is typically established by perfection. A PMSI in consumer goods is automatically perfected upon attachment, meaning no filing is required to gain this superpriority against other unperfected security interests or even perfected non-PMSI interests in many cases, subject to specific exceptions. In this scenario, Anya has a PMSI in the antique armoire, which is consumer goods because she is using it for personal, family, or household purposes. Her security interest attaches when the debtor has rights in the collateral, value has been given, and a security agreement is in effect. Since she is the seller, the security agreement is implicit in the sale. The armoire is clearly consumer goods as it’s for personal use. Anya’s PMSI is automatically perfected under UCC § 9-309(1) because it is a PMSI in consumer goods. Beacon Bank has a perfected security interest in all of the debtor’s personal property, including after-acquired property, by filing a UCC-1 financing statement. This filing perfects their interest in the armoire. The question then becomes which interest has priority. Under UCC § 9-324(a), a PMSI in goods, other than inventory or equipment that qualifies for automatic perfection, generally takes priority over a conflicting security interest in the same goods if the PMSI is perfected within a certain timeframe. For consumer goods, UCC § 9-309(1) grants automatic perfection to PMSIs. This automatic perfection is generally effective against subsequent creditors and purchasers. Beacon Bank’s security interest was perfected by filing. Anya’s PMSI in consumer goods is automatically perfected. The critical factor is the nature of the collateral and the timing of perfection. Anya’s PMSI, being automatically perfected, takes priority over Beacon Bank’s later-perfected security interest in the same collateral. This is because the UCC prioritizes automatically perfected PMSIs in consumer goods over subsequently perfected security interests, even those perfected by filing. The rationale is to encourage sellers of consumer goods to extend credit by providing them with a strong priority position without the burden of filing. Therefore, Anya’s PMSI has priority.

The core issue in this scenario revolves around the perfection of a security interest in accounts receivable. Under Massachusetts General Laws Chapter 106, Section 9-309(2), a security interest in a supporting obligation is automatically perfected if the security interest in the related account is perfected. However, this provision applies when the supporting obligation is itself an account, chattel paper, a document, or an instrument. In this case, the collateral is a general intangible – the right to receive insurance proceeds. While the security interest in the accounts receivable is perfected by filing, the security interest in the insurance policy proceeds, which are a general intangible, requires separate perfection. A financing statement covering accounts would not typically cover general intangibles unless specifically described. Therefore, to perfect the security interest in the insurance policy proceeds, a financing statement must be filed that sufficiently describes the collateral as a general intangible, specifically referencing the insurance policy rights. The filing of a financing statement is the method for perfecting a security interest in general intangibles under Massachusetts law, as per M.G.L. c. 106, § 9-310(a). Without a separate filing covering the general intangible, the security interest in the insurance proceeds remains unperfected against a subsequent good-faith purchaser or a trustee in bankruptcy.

The core issue here revolves around the perfection of a security interest in accounts and the priority of competing secured parties. Under Massachusetts General Laws Chapter 106, Section 9-308(e), a security interest in accounts is generally perfected by filing a financing statement. However, Section 9-312(a) establishes that a perfected security interest has priority over an unperfected security interest. Furthermore, Section 9-322(a)(1) dictates that if two or more security interests are perfected by filing, priority is determined by the order of filing. In this scenario, Bay State Bank perfected its security interest in all of North Star Corp.’s accounts by filing a financing statement on March 1st. Harbor Capital, despite having a security agreement, failed to file a financing statement before North Star Corp. defaulted and before Bay State Bank enforced its security interest. Consequently, Harbor Capital’s security interest remained unperfected. Bay State Bank’s perfected security interest, filed first, takes priority over Harbor Capital’s unperfected security interest. Therefore, Bay State Bank has the right to the proceeds from the sale of North Star Corp.’s accounts.

This scenario involves the perfection of a security interest in a deposit account under Massachusetts General Laws Chapter 106, Section 9-312 and 9-314. A deposit account is a supporting obligation for a promissory note. When a secured party has a security interest in a promissory note, it automatically has a security interest in any supporting obligations, such as a deposit account pledged as collateral for that note. This is governed by M.G.L. c. 106, § 9-308(d), which states that if collateral other than accounts, chattel paper, payment intangibles, or promissory notes is itself a supporting obligation for other collateral, a security interest in the other collateral automatically secures the supporting obligation. Furthermore, perfection of a security interest in a deposit account can be achieved by control, as defined in M.G.L. c. 106, § 9-104. However, M.G.L. c. 106, § 9-312(b) specifies that a security interest in a deposit account as-original collateral can only be perfected by control. When the deposit account is a supporting obligation for a promissory note, and the secured party has control over the promissory note (which is achieved by possession or other means that give the secured party the right to payment), the security interest in the deposit account as a supporting obligation is automatically perfected under M.G.L. c. 106, § 9-308(d). No separate filing or control over the deposit account itself is required for perfection of the security interest in the supporting obligation, as long as the security interest in the primary collateral (the promissory note) is perfected. Therefore, the secured party’s security interest in the deposit account, as a supporting obligation for the promissory note, is perfected by virtue of its perfected security interest in the promissory note itself.

The question revolves around the perfection of a security interest in a deposit account held by a debtor. Under Massachusetts General Laws Chapter 106, Section 9-304, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed in writing that the bank will comply with the secured party’s instructions regarding the deposit account. In this scenario, Apex Corp. has a security interest in the deposit account of Beacon LLC. Beacon LLC has granted control to Apex Corp. by entering into a control agreement with the bank where the deposit account is held. This control agreement is the operative act that perfects Apex Corp.’s security interest. Filing a financing statement is generally required for perfection of many types of collateral, but it is explicitly stated in M.G.L. c. 106, § 9-309(3) that filing is not necessary for perfection of a security interest in a deposit account. Therefore, the existence of the control agreement is sufficient for perfection.

The core issue here revolves around the perfection of a security interest in accounts, specifically those arising from a sale of goods by a merchant. Under Massachusetts General Laws Chapter 106, Section 9-309(3), a security interest in a supporting obligation for an account, chattel paper, document, general intangible, instrument, or security certificate is automatically perfected if the security interest in the supporting obligation is perfected. However, this question focuses on the security interest in the account itself. Massachusetts General Laws Chapter 106, Section 9-310(a) generally requires filing a financing statement to perfect a security interest, but there are exceptions. One significant exception is found in Massachusetts General Laws Chapter 106, Section 9-309(2), which states that a security interest in an account, healthcare-insurance receivable, or general intangible for which the debtor is a hospital, as defined in section 125 of chapter 111, or a health care provider, as defined in section 125 of chapter 111, is automatically perfected. The scenario involves a business that is not a hospital or healthcare provider. Therefore, the general rule requiring filing applies. To perfect a security interest in accounts created by a business selling goods, a secured party must file a financing statement in the appropriate jurisdiction. The filing must identify the debtor and the secured party and indicate the collateral covered. For accounts, the filing is typically made in the jurisdiction where the debtor is located. In Massachusetts, this is usually the office of the Secretary of the Commonwealth. The perfection is effective from the time of filing. Without a filed financing statement, the security interest remains unperfected, making it subordinate to the rights of a buyer of the accounts that receives value and a security interest in, has possession of, or has control over the supporting obligation, or a lien creditor. The question asks about the method of perfection for accounts generated by a business selling tangible goods. The automatic perfection provisions for certain healthcare-related receivables or supporting obligations do not apply here. Thus, filing is the necessary step.

The question revolves around the priority of a purchase money security interest (PMSI) in inventory under Massachusetts General Laws Chapter 106, Section 9-324. For a PMSI in inventory to have priority over a conflicting security interest in the same inventory, several conditions must be met. First, the PMSI must be perfected when the debtor receives possession of the inventory. Second, the secured party with the PMSI must give an appropriate notification to any holder of a conflicting security interest in the same inventory. This notification must state that the secured party expects to acquire a PMSI in inventory of the debtor, describing the inventory and the parties. Such notification must be sent before the debtor receives possession of the inventory. The notification is effective for five years from the date it is sent. In this scenario, the notification was sent on March 15, 2023, and the debtor received possession of the inventory on April 10, 2023. The conflicting security interest was perfected on March 20, 2023. Since the notification was sent *before* the debtor received possession of the inventory and *before* the conflicting security interest was perfected, the PMSI holder has satisfied the notification requirement for priority. The notification remains effective for five years from March 15, 2023. Therefore, the PMSI in inventory has priority.

In Massachusetts, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a deposit account is generally achieved by control. Control over a deposit account is established when the secured party is the bank with which the deposit account is maintained. Alternatively, control can be established if the debtor, the secured party, and the bank have entered into a control agreement, where the bank agrees to follow the secured party’s instructions regarding the deposit account without further consulting the debtor. A third method is if the secured party becomes the assignee of the deposit account and is named as the depositary bank. For a security interest in a deposit account to be effective against third-party purchasers, including a buyer of the account, the secured party must have control. If a secured party has control, its interest generally has priority over unperfected security interests and over most other perfected security interests, except for a buyer of the account that buys that account from a debtor that is a consumer, or a depositary bank that has rights to the deposit account. In this scenario, the security interest was perfected by control through a control agreement. This control agreement would grant the secured party priority over subsequent unperfected interests and generally over other perfected interests unless specific exceptions apply. Since the buyer is not purchasing from a consumer debtor and the bank is not claiming a right of recoupment or set-off against the account, the secured party with control via the control agreement prevails. The UCC specifically addresses deposit accounts as collateral and outlines control as the primary means of perfection and priority, superseding the general rule of filing for other types of collateral.

In Massachusetts, when a secured party seeks to repossess collateral after a debtor’s default, the Uniform Commercial Code (UCC) Article 9, as adopted in Massachusetts, provides specific rules. The core principle is that repossession must be accomplished 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 of force, or even entry into a debtor’s dwelling without consent. Consider a scenario where a secured party, “Evergreen Leasing Inc.,” has a security interest in a commercial generator owned by “Apex Construction LLC.” Apex defaults on its lease payments. Evergreen’s agent, seeking to repossess the generator, finds it located on Apex’s private driveway, partially covered by a tarp. The agent, to access the generator, opens the unlocked side door of Apex’s attached garage to move some stored items blocking the generator, then closes the door. This action, involving entry into an attached garage, which is typically considered part of the debtor’s dwelling or business premises, constitutes a breach of the peace under UCC § 9-609. Massachusetts case law, such as *C.I.T. Corporation v. N.Y. Life Ins. Co.*, has historically interpreted “breach of the peace” broadly to protect debtors from unauthorized entry and confrontation. Entry into a garage attached to a dwelling, even if unlocked, is generally considered a breach of the peace because it intrudes upon the debtor’s possessory rights and could lead to a confrontation. Therefore, Evergreen Leasing Inc.’s agent’s actions would likely render the repossession wrongful. The secured party’s remedy would be limited to pursuing legal action to obtain possession or damages, rather than self-help repossession.

Under Massachusetts General Laws Chapter 106, Section 9-310, perfection of a security interest generally requires filing a financing statement. However, there are exceptions. For goods in possession of the secured party, attachment automatically perfects the security interest without filing. For purchase money security interests in consumer goods, attachment also perfects the security interest without filing. A security interest in a deposit account, letter-of-credit right, or a supporting obligation that is part of a deposit account or letter-of-credit right can only be perfected by control. A security interest in investment property or a certificated security can be perfected by control or by filing. In this scenario, the collateral is described as “all inventory and accounts receivable” of a Massachusetts-based restaurant. Inventory and accounts receivable are intangible assets or goods that are not typically held in the secured party’s possession and do not fall under the consumer goods exception. Therefore, to establish a continuously perfected security interest against third-party claims, a UCC-1 financing statement must be filed in the appropriate jurisdiction, which for a registered organization like a business is the state of its chief executive office or formation. The question specifies the restaurant is based in Massachusetts. Thus, filing a financing statement in Massachusetts is the required method for perfection.

The core issue here revolves around the perfection of a security interest in fixtures under Massachusetts law, specifically concerning the priority of a purchase-money security interest (PMSI) in a fixture against a prior recorded interest in the real property. Under Massachusetts General Laws Chapter 106, Section 9-334, a perfected security interest in a fixture has priority over a conflicting interest of an owner or encumbrancer of the real property if certain conditions are met. Specifically, for a PMSI in a fixture to have priority over a prior perfected real property interest, the PMSI must be perfected by a fixture filing before the goods become fixtures or within twenty days thereafter. Additionally, the fixture claimant must have priority over subsequent advances made by a prior encumbrancer of the real property under Massachusetts General Laws Chapter 106, Section 9-334(d). This section states that a perfected security interest in fixtures has priority over a conflicting interest of an owner or encumbrancer of the real property if the fixture filing is made before the interest of the owner or encumbrancer is recorded. However, it also provides that a secured party may, in the record of the fixture filing, consent to the security interest having priority over the rights of certain persons. In this scenario, the bank’s mortgage was recorded on January 15, 2023, establishing its prior interest in the real property. The PMSI in the specialized industrial machinery was perfected by a fixture filing on February 1, 2023. This filing occurred after the bank’s mortgage was recorded. Therefore, the PMSI in the machinery, despite being a fixture, does not automatically gain priority over the bank’s prior recorded mortgage. The PMSI holder would need to demonstrate that the bank consented to the PMSI having priority, which is not indicated in the facts. Without such consent, the bank’s prior recorded mortgage on the real property will have priority over the PMSI in the fixtures.

The core issue revolves around the priority of security interests when a debtor transfers collateral subject to a pre-existing security interest. Under Massachusetts General Laws Chapter 106, Section 9-316, a security interest that remains perfected after a disposition of collateral continues to be perfected and has the same priority status. However, this rule is subject to limitations. Specifically, if a buyer of goods, in the ordinary course of business, buys from a seller who is a merchant dealing in goods of that kind, that buyer takes free of a security interest created by the seller even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. This is known as the “buyer in ordinary course of business” (BIOC) exception. In this scenario, the original security interest granted by “The Artisan’s Forge” to “Capital Bank” was perfected. When “The Artisan’s Forge” sold its antique anvil to “Bespoke Metalworks,” a business that regularly buys antique anvils from merchants dealing in such goods, “Bespoke Metalworks” qualifies as a buyer in the ordinary course of business. Since “Bespoke Metalworks” purchased the anvil in good faith and without knowledge that the sale was in violation of Capital Bank’s security agreement, its interest in the anvil is superior to Capital Bank’s unreleased security interest. Therefore, Capital Bank cannot repossess the anvil from Bespoke Metalworks. The key is that the security interest remains perfected on the collateral, but the transfer of that collateral to a BIOC cuts off the secured party’s rights. The initial perfection by Capital Bank is relevant to its rights against the debtor, but not against a subsequent BIOC who takes free of the security interest.

The question concerns the priority of security interests when a debtor has granted multiple security interests in the same collateral. Under Massachusetts General Laws Chapter 106, Section 9-317, a buyer of goods takes free of a security interest if the buyer gives value and receives delivery of the collateral without knowledge of the security interest. However, this protection does not extend to buyers of consumer goods who purchase the goods after a financing statement has been filed. In this scenario, the security interest held by BayState Bank was perfected by filing a financing statement on March 1st. When Ms. Anya Sharma purchased the antique automaton from “Curiosities & Collectibles” on March 15th, she was buying consumer goods. Although she gave value and received delivery, the existence of a filed financing statement for these goods means she does not take free of BayState Bank’s security interest. Therefore, BayState Bank’s perfected security interest generally has priority over Ms. Sharma’s purchase unless an exception applies, such as if the goods were sold in the ordinary course of business by a merchant dealing in goods of that kind, which is not indicated here. The critical factor is the filing of the financing statement prior to the purchase of consumer goods.

The scenario involves a secured party, “Evergreen Capital,” holding a security interest in inventory and accounts receivable of a debtor, “Baystate Manufacturing,” located in Massachusetts. Evergreen Capital filed a UCC-1 financing statement in Massachusetts on January 15, 2023, correctly identifying the collateral as “all inventory and accounts receivable” and the debtor as “Baystate Manufacturing Inc.” On March 10, 2023, Baystate Manufacturing moved its primary place of business and a significant portion of its inventory to Rhode Island. On April 5, 2023, “Coastal Credit Union” also extended financing to Baystate Manufacturing, taking a security interest in the same collateral and filing a UCC-1 financing statement in Rhode Island on April 10, 2023. The question revolves around which secured party has priority over the collateral located in Rhode Island after the debtor’s move. Under Article 9 of the Uniform Commercial Code, as adopted in Massachusetts and Rhode Island, the primary rule for determining the location of collateral and the perfection of security interests is the “location of the debtor” for intangible collateral and collateral as to which Article 9 requires perfection by filing (like inventory and accounts). For tangible, but mobile, collateral, the rule is generally the location of the collateral itself. However, for inventory and accounts receivable, the UCC generally follows the law of the jurisdiction where the debtor is located. Massachusetts General Laws Chapter 106, Section 9-301 and Rhode Island General Laws Chapter 6A-9-301 dictate that the law of the jurisdiction where the debtor is located governs perfection and priority. Baystate Manufacturing’s location of its chief executive office and the place where it conducts its business operations is the critical factor. The UCC generally treats accounts and inventory as being located where the debtor is located. When Baystate Manufacturing moved its primary place of business and a significant portion of its inventory to Rhode Island, its location for the purposes of Article 9 perfection and priority changed. Evergreen Capital’s initial filing in Massachusetts on January 15, 2023, perfected its security interest in all collateral, including inventory and accounts, while Baystate Manufacturing was located in Massachusetts. However, when Baystate Manufacturing moved its chief executive office and primary operations to Rhode Island on March 10, 2023, its location changed for UCC purposes. Under UCC § 9-316, if the location of the debtor changes to a jurisdiction other than the one in which the secured party’s filing was effective, the security interest remains perfected for a period of four months after the change of location. If the secured party does not re-perfect in the new jurisdiction within that four-month period, the security interest will become unperfected in the new jurisdiction. Coastal Credit Union filed its financing statement in Rhode Island on April 10, 2023. This filing occurred after Baystate Manufacturing moved its primary location to Rhode Island on March 10, 2023. Since Evergreen Capital had a four-month grace period from March 10, 2023, to re-perfect in Rhode Island, their security interest would remain perfected until July 10, 2023. Coastal Credit Union filed on April 10, 2023. The critical date is the point at which the debtor’s location changed and the subsequent filings. Evergreen Capital’s initial filing in Massachusetts perfected its interest. When the debtor moved to Rhode Island, Evergreen Capital had four months to re-file in Rhode Island to maintain perfection. Coastal Credit Union filed in Rhode Island on April 10, 2023. This filing occurred within the four-month grace period for Evergreen Capital. However, to determine priority, we look at the first to file or perfect rule. Evergreen Capital perfected its interest first by filing in Massachusetts on January 15, 2023. This perfection carried over to Rhode Island for four months. Coastal Credit Union filed in Rhode Island on April 10, 2023. Since Evergreen Capital’s initial perfection predates Coastal Credit Union’s filing and Evergreen Capital’s perfection remained effective in Rhode Island for four months after the move, Evergreen Capital’s security interest has priority over the collateral located in Rhode Island as of April 10, 2023. The question asks about priority over the collateral located in Rhode Island. Evergreen Capital perfected its security interest on January 15, 2023, in Massachusetts. This perfection is effective in Rhode Island for four months after the move of the debtor’s chief executive office to Rhode Island on March 10, 2023, meaning it remains perfected until July 10, 2023. Coastal Credit Union filed in Rhode Island on April 10, 2023. Since Evergreen Capital’s perfection was effective on April 10, 2023, and it was the first to perfect, Evergreen Capital has priority. The calculation is conceptual: 1. Evergreen Capital files in MA on January 15, 2023 (Perfection achieved). 2. Debtor moves chief executive office to RI on March 10, 2023. 3. Evergreen Capital’s perfection in MA remains effective in RI for 4 months from March 10, 2023, i.e., until July 10, 2023 (UCC § 9-316). 4. Coastal Credit Union files in RI on April 10, 2023. 5. On April 10, 2023, Evergreen Capital’s security interest is still perfected in RI. 6. Evergreen Capital perfected on January 15, 2023. Coastal Credit Union perfected on April 10, 2023. 7. Therefore, Evergreen Capital has priority. Final Answer: Evergreen Capital has priority. The explanation focuses on the interplay of perfection, the debtor’s location, and the grace period for re-perfection under Article 9 of the UCC, specifically referencing the rules applicable in Massachusetts and Rhode Island. It highlights that the initial perfection in the original jurisdiction remains effective for a limited time after the debtor relocates to a new jurisdiction, and the priority is determined by the first party to perfect. The concept of “chief executive office” is crucial for determining the debtor’s location for perfection purposes under Article 9.

The core issue here is the priority of security interests when a debtor defaults and a competing claim arises. In Massachusetts, under Article 9 of the Uniform Commercial Code, a perfected security interest generally has priority over unperfected security interests. Furthermore, when multiple perfected security interests exist, the first to file a financing statement or the first to perfect (whichever occurs first) typically prevails. In this scenario, “Artisan’s Auto Body” has a purchase money security interest (PMSI) in the vehicle sold to “Bayside Boats LLC.” For their PMSI to be perfected against subsequent creditors, Artisan’s Auto Body needed to file a financing statement or take possession of the collateral. Since Bayside Boats LLC retained possession and Artisan’s Auto Body did not file a financing statement prior to Bayside Boats LLC granting a security interest to “Coastal Credit Union,” Coastal Credit Union’s perfected security interest, achieved by filing its financing statement, will likely have priority. The UCC’s anti-assignment provisions or specific exceptions for certain types of assignments are not directly relevant to the priority of security interests in the collateral itself. The fact that the collateral is a boat does not remove it from the scope of Article 9; boats are generally considered goods. The perfection of the security interest by Coastal Credit Union through filing a financing statement is a key event that establishes its priority over an unperfected PMSI.

The scenario involves a debtor, “The Artisan’s Loft,” a secured party, “Beacon Bank,” and a third party, “Cobalt Credit Union.” The Artisan’s Loft granted Beacon Bank a security interest in its inventory and accounts receivable. Beacon Bank properly filed a financing statement in Massachusetts. Subsequently, The Artisan’s Loft obtained a new loan from Cobalt Credit Union, granting Cobalt a security interest in the same collateral. Cobalt Credit Union did not file a financing statement but instead took possession of a significant portion of the inventory. Under Massachusetts General Laws Chapter 106, Section 9-322, which governs the priority of security interests in the same collateral, a perfected security interest generally has priority over an unperfected security interest. Perfection can be achieved through filing a financing statement or, in the case of certain collateral like inventory, by taking possession. Beacon Bank’s security interest was perfected by filing a financing statement. Cobalt Credit Union’s security interest, by taking possession of the inventory, also achieved perfection. When both security interests are perfected by different methods, priority is generally determined by the order of perfection. However, the UCC also addresses situations where a secured party obtains possession. In this case, Beacon Bank perfected by filing, establishing its priority. Cobalt Credit Union perfected by possession of a portion of the collateral. For the inventory that Cobalt Credit Union took possession of, its perfection by possession would generally relate back to the time the security interest attached, assuming it was perfected without interruption. However, the question specifically asks about the priority concerning the *entire* inventory and accounts receivable. Beacon Bank’s earlier filing perfects its interest in all the collateral described. Cobalt’s later possession perfects its interest only in the specific inventory it took possession of. Therefore, Beacon Bank retains priority over the entire inventory and accounts receivable, including the portion of inventory that Cobalt Credit Union took possession of, because Beacon’s perfection by filing occurred first and covered all the collateral. The UCC prioritizes based on the first to file or first to perfect rule. While possession perfects, it does not automatically divest a prior perfected interest unless specific UCC provisions apply (e.g., buyer in ordinary course of business). Here, Cobalt is another secured party.

The core issue here revolves around the perfection of a security interest in collateral that is subject to a certificate of title. Massachusetts General Laws Chapter 106, Section 9-303, specifically addresses the location of collateral and the perfection of security interests. For goods covered by a certificate of title, the UCC generally dictates that perfection is achieved by compliance with the certificate of title statutes of the jurisdiction where the goods are located. In Massachusetts, M.G.L. c. 106, § 9-303(a) states that the law of the jurisdiction where the collateral is located governs perfection, unless the collateral is goods covered by a certificate of title. For such goods, M.G.L. c. 106, § 9-303(b) specifies that the law of the jurisdiction issuing the certificate of title governs perfection. Since the boat was purchased and titled in Massachusetts, and the security interest was filed in Massachusetts, the filing is generally effective. However, the question implies a potential conflict or a need for perfection under a different jurisdiction’s rules if the collateral were moved. The critical point is that for goods covered by a certificate of title, the certificate of title statute controls perfection. Massachusetts has such a statute. Therefore, a filing made in Massachusetts for collateral titled in Massachusetts is the correct method of perfection under Massachusetts law. The explanation does not involve any calculations.

The core issue here revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant. Under Massachusetts General Laws Chapter 106, Section 9-308(e), if a security interest in a supported obligation (like a promissory note or a letter of credit) is perfected by control, the security interest in the supporting obligation is also perfected. However, this question presents a scenario where the collateral is accounts, not a supported obligation. Massachusetts General Laws Chapter 106, Section 9-309(2) states that a security interest in a security entitlement, securities account, or commodity contract is not governed by Article 9, but this is also not the collateral in question. Article 9 generally requires filing a financing statement to perfect a security interest in accounts. The critical point is that a security interest in accounts is perfected by filing a financing statement covering the accounts. The fact that the accounts arose from the sale of goods by a merchant does not create an exception to this general rule for perfection. Therefore, the security interest in the accounts is perfected by filing a financing statement in the appropriate jurisdiction. The location of the debtor, the type of goods sold, or the existence of a separate agreement for the sale of goods do not alter the fundamental requirement of filing for perfection of accounts. The financing statement must be filed in the jurisdiction where the debtor is located, which is Massachusetts in this case. The filing must cover the collateral, which are accounts.

The core issue here is determining the proper place to file a financing statement to perfect a security interest in a limited liability company’s (LLC) membership interests when those interests are treated as certificated securities under Article 8 of the Uniform Commercial Code, as adopted in Massachusetts. Massachusetts General Laws Chapter 106, Section 9-305, which mirrors UCC § 9-305, states that to perfect a security interest in certificated securities, possession by the secured party is generally required. However, the question specifies that the membership interests are *represented by* certificated securities. This implies that the LLC’s operating agreement or state law may have provisions for certificating these interests. When a security interest is in a certificated security, perfection occurs by possession. If the membership interests are indeed certificated securities, and the secured party has taken possession of the certificates, then the security interest is perfected. The filing requirements of Article 9, which typically involve filing a financing statement in the jurisdiction of the debtor’s location (Massachusetts General Laws Chapter 106, Section 9-307), apply to uncertificated securities or other types of collateral, but not to certificated securities perfected by possession. Therefore, since the scenario indicates possession by the secured party, no filing is necessary for perfection of the security interest in these certificated membership interests.

In Massachusetts, when a secured party has a perfected security interest in collateral and that collateral is sold in the ordinary course of business to a buyer who is not a buyer in ordinary course of business under § 9-320, the buyer takes the collateral subject to the perfected security interest. This is because the exception for buyers in ordinary course of business specifically requires the buyer to be purchasing from a person engaged in the business of selling goods of that kind. Here, the scenario involves a purchase from a business that is not primarily engaged in selling the type of collateral in question, but rather is using it as part of its operational assets. Massachusetts General Laws Chapter 106, Section 9-320(a) states that a buyer in ordinary course of business takes free of a security interest given by the seller even if the security interest is perfected and even if the buyer knows of the perfection. However, the definition of “buyer in ordinary course of business” in § 1-201(9) requires purchasing in good faith and without knowledge that the purchase is in violation of a security agreement, and from a person in the business of selling goods of that kind. A construction company selling surplus excavation equipment is generally not considered to be in the business of selling excavation equipment in the ordinary course of business. Therefore, a buyer of such equipment from the construction company, even if acting in good faith, would not qualify for the protection afforded to a buyer in ordinary course of business and would take the equipment subject to any perfected security interest.

In Massachusetts, the perfection of a security interest in deposit accounts is governed by Article 9 of the Uniform Commercial Code. Specifically, UCC § 9-312(b) outlines the exclusive methods for perfection. For deposit accounts, perfection can only be achieved by control, as defined in UCC § 9-104. Control over a deposit account is typically established when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains the agreement of the bank with which the deposit account is maintained to comply with instructions from the secured party directing the disposition of the funds in the deposit account without further consent by the depositary. Filing a financing statement is generally insufficient to perfect a security interest in a deposit account, as it is not an enumerated method for perfection under UCC § 9-312(b). Therefore, a secured party who only files a financing statement with respect to a deposit account will not have a perfected security interest, and their claim will be subordinate to a secured party who has obtained control. The scenario describes a lender who only filed a UCC-1 financing statement. This filing does not grant perfection for a deposit account. The subsequent lender who obtained control through a control agreement with the bank has a perfected security interest. In a dispute over the collateral (the deposit account), the perfected security interest held by the second lender will have priority over the unperfected security interest of the first lender.

The question concerns the priority of security interests in inventory when a buyer in ordinary course of business purchases goods from a seller who is a merchant dealing in goods of that kind. Under Massachusetts General Laws Chapter 106, Section 9-320, a buyer in ordinary course of business takes free of a security interest created by that buyer’s seller, even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. This rule is designed to facilitate commerce by ensuring that buyers can purchase goods from merchants without having to investigate the merchant’s financing arrangements. The key is that the buyer is purchasing inventory from a merchant who regularly sells such goods, and the sale is in the ordinary course of the merchant’s business. The fact that the security interest was perfected by filing in Massachusetts is relevant to the secured party’s rights against other creditors and transferees, but it does not prevent a buyer in ordinary course from taking free of that security interest under these specific circumstances. Therefore, the buyer in ordinary course takes the inventory free of the security interest held by Sterling Bank.

The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Massachusetts General Laws Chapter 106, Section 9-312(b), a security interest in a deposit account can only be perfected by control. Control is established when the secured party has taken the necessary steps to be able to apply the funds in the deposit account to the obligation. This typically involves becoming the bank’s customer with respect to the deposit account, or entering into a control agreement with the bank that specifically grants the secured party the right to direct the disposition of the funds. Simply taking a security interest in the account and notifying the bank does not constitute control. The filing of a financing statement, while generally required for perfection of security interests in personal property, is explicitly not sufficient for perfection in deposit accounts. Therefore, without a control agreement or the secured party becoming the bank’s customer for that account, the security interest remains unperfected against a subsequent bona fide purchaser or a trustee in bankruptcy. In this case, even though the financing statement was filed and the bank was notified, neither action establishes control as required by Article 9.

The scenario describes a situation where a secured party, “Bayview Capital,” has a perfected security interest in inventory owned by “Coastal Crafts LLC.” Coastal Crafts subsequently sells some of this inventory to a buyer, “Harbor Goods,” who then resells it to “Nantucket Furnishings.” The core issue is the status of Nantucket Furnishings’ title to the goods and whether Bayview Capital’s security interest survives the multiple transfers. Under Massachusetts General Laws Chapter 106, Section 9-320, 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 even if the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. Harbor Goods, as a buyer of inventory from Coastal Crafts (a merchant dealing in goods of that kind), is a buyer in the ordinary course of business. Therefore, Harbor Goods takes the inventory free of Bayview Capital’s security interest. When Harbor Goods then sells the inventory to Nantucket Furnishings, Nantucket Furnishings, as a buyer from Harbor Goods, also takes the goods free of any security interest that attached to the goods in the hands of Harbor Goods. Since Harbor Goods took the goods free of Bayview Capital’s security interest, that security interest does not reattach to the goods when they are sold to Nantucket Furnishings. The perfection of Bayview Capital’s security interest is irrelevant to Nantucket Furnishings’ status as a buyer of goods that were previously owned by a buyer in the ordinary course of business.

The core issue here revolves around the perfection of a security interest in deposit accounts. Under Article 9 of the Uniform Commercial Code, as adopted in Massachusetts (M.G.L. c. 106, § 9-312(b)), a security interest in a deposit account can only be perfected by control. Control is defined in M.G.L. c. 106, § 9-104 and generally means that the secured party is the bank in which the deposit account is maintained, or the secured party has agreed with the bank in which the deposit account is maintained that the bank will comply with instructions from the secured party directing disposition of the funds in the deposit account without the consent of the debtor. A mere filing of a financing statement, while generally required for perfection of security interests in personal property, is insufficient for perfection in deposit accounts. Similarly, possession of the account statements does not constitute control. Therefore, since the Bank of Concord only filed a financing statement and did not obtain control over the deposit account held at First National Bank of Boston, its security interest remains unperfected against a subsequent lien creditor. A subsequent lien creditor, such as the Commonwealth Tax Authority in this scenario, obtains rights in the collateral superior to an unperfected security interest. The Tax Authority’s levy creates a lien on the deposit account, and because the Bank of Concord’s security interest was unperfected at the time of the levy, the Tax Authority’s lien takes priority.

The core issue here is the priority of security interests when a buyer of goods in Massachusetts purchases those goods from a seller who has granted a prior security interest in their inventory to a lender. Under Massachusetts General Laws Chapter 106, Section 9-320, 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 even if the buyer knows of its existence. This protection applies to goods that are inventory. The scenario describes a retail establishment, “The Gilded Lily,” selling artisanal furniture. The furniture is inventory. A lender, “Capital Funding LLC,” has a perfected security interest in all of “The Gilded Lily’s” inventory. When Ms. Anya Sharma purchases a dining table from “The Gilded Lily,” she is acting as a buyer in the ordinary course of business. She is buying from a person in the business of selling goods of that kind, in good faith and without knowledge that the sale violates the rights of the secured party. Therefore, her purchase of the dining table discharges Capital Funding LLC’s security interest in that specific table. The security interest attaches to the proceeds of the sale, but it no longer encumbers the table itself in Ms. Sharma’s possession. This principle ensures the smooth flow of commerce by protecting ordinary buyers from hidden encumbrances on goods they purchase from a merchant’s stock.

In Massachusetts, when a secured party has a perfected security interest in collateral, and that collateral is sold or disposed of in a transaction not authorized by the secured party, the secured party generally retains its perfected security interest in the collateral. This is a fundamental principle under Article 9 of the Uniform Commercial Code, adopted in Massachusetts. Specifically, Massachusetts General Laws Chapter 106, Section 9-315(a)(1) states that a security interest continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest. The security interest also continues in any identifiable proceeds of the collateral. In this scenario, the sale of the antique printing press by the debtor, Artisan Press LLC, to a new buyer, Print Revival Inc., was not authorized by the secured party, Commonwealth Bank. Therefore, Commonwealth Bank’s perfected security interest in the printing press remains attached to the press even after its transfer to Print Revival Inc. Print Revival Inc. takes the printing press subject to Commonwealth Bank’s perfected security interest. The bank’s perfection, achieved through filing a financing statement in Massachusetts, provides constructive notice to subsequent purchasers. Consequently, Print Revival Inc. would be obligated to satisfy the debt or risk repossession of the printing press by Commonwealth Bank. The concept of “buyer in ordinary course of business” protection, which might otherwise cut off a security interest, does not apply here because the sale to Print Revival Inc. was not in the ordinary course of Artisan Press LLC’s business, and the question implies the bank did not authorize the disposition free of its security interest.