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Question 1 of 30
1. Question
Prairie Goods, an Iowa-based retailer of agricultural equipment, grants a security interest in its accounts receivable to AgriFinance Inc., whose principal place of business is in Illinois. AgriFinance Inc. files a UCC-1 financing statement in Illinois but not in Iowa. Subsequently, Farm Loans Co., a local bank in Iowa, obtains a judgment against Prairie Goods and properly levies on the accounts receivable, thereby acquiring a judicial lien. What is the priority of AgriFinance Inc.’s security interest relative to Farm Loans Co.’s judicial lien?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Iowa, where the buyer is also located in Iowa, but the secured party has its principal place of business in Illinois. Under Iowa Code Section 554.9307, the location of the debtor generally determines the jurisdiction for filing a financing statement to perfect a security interest in accounts. Since the merchant debtor is located in Iowa, and the accounts arise from transactions where the goods are located in Iowa at the time of sale, Iowa is the relevant jurisdiction for perfection. Filing the financing statement in Illinois, the location of the secured party’s principal place of business, would not be effective to perfect the security interest in these Iowa-based accounts. Iowa Code Section 554.9301 outlines the priority of secured parties and liens arising by operation of law. A perfected security interest generally has priority over unperfected security interests and certain statutory liens. However, the question of perfection is paramount. The UCC generally follows the “chief executive office” rule for perfection in accounts, but for accounts arising from the sale of goods, the location of the debtor is key. In this case, the debtor is located in Iowa. Therefore, perfection requires filing in Iowa. Failure to file in Iowa means the security interest in the accounts remains unperfected. An unperfected security interest is subordinate to the rights of a lien creditor. Under Iowa law, a judgment creditor who obtains a lien on the debtor’s property through judicial proceedings, such as a writ of execution, is a lien creditor. If this judgment creditor perfects their lien before the secured party perfects its security interest, the judgment creditor will have priority. Since the secured party failed to perfect in Iowa, their security interest is unperfected. The judgment creditor in Iowa, by levying on the accounts and obtaining a judicial lien, has a superior claim to the unperfected security interest.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Iowa, where the buyer is also located in Iowa, but the secured party has its principal place of business in Illinois. Under Iowa Code Section 554.9307, the location of the debtor generally determines the jurisdiction for filing a financing statement to perfect a security interest in accounts. Since the merchant debtor is located in Iowa, and the accounts arise from transactions where the goods are located in Iowa at the time of sale, Iowa is the relevant jurisdiction for perfection. Filing the financing statement in Illinois, the location of the secured party’s principal place of business, would not be effective to perfect the security interest in these Iowa-based accounts. Iowa Code Section 554.9301 outlines the priority of secured parties and liens arising by operation of law. A perfected security interest generally has priority over unperfected security interests and certain statutory liens. However, the question of perfection is paramount. The UCC generally follows the “chief executive office” rule for perfection in accounts, but for accounts arising from the sale of goods, the location of the debtor is key. In this case, the debtor is located in Iowa. Therefore, perfection requires filing in Iowa. Failure to file in Iowa means the security interest in the accounts remains unperfected. An unperfected security interest is subordinate to the rights of a lien creditor. Under Iowa law, a judgment creditor who obtains a lien on the debtor’s property through judicial proceedings, such as a writ of execution, is a lien creditor. If this judgment creditor perfects their lien before the secured party perfects its security interest, the judgment creditor will have priority. Since the secured party failed to perfect in Iowa, their security interest is unperfected. The judgment creditor in Iowa, by levying on the accounts and obtaining a judicial lien, has a superior claim to the unperfected security interest.
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Question 2 of 30
2. Question
A farmer in Iowa, operating as a sole proprietorship, grants a security interest in a John Deere 8R tractor to “Agri-Finance Corp.” Agri-Finance Corp. promptly files a UCC-1 financing statement in Iowa, accurately describing the collateral as “one (1) John Deere 8R tractor, serial number 12345XYZ.” A month later, the farmer sells the tractor to a neighboring farmer, Ms. Eleanor Vance, who is aware that Agri-Finance Corp. holds a security interest in the tractor. Ms. Vance then obtains a loan from “Rural Bank” and grants Rural Bank a security interest in the same tractor. Rural Bank conducts a UCC search in Iowa but mistakenly overlooks Agri-Finance Corp.’s filing due to a clerical error in their search parameters. Rural Bank then files its own UCC-1 financing statement. What is the priority of the security interests between Agri-Finance Corp. and Rural Bank concerning the tractor?
Correct
The scenario describes a situation involving a security interest in a tractor. The debtor, a farmer in Iowa, granted a security interest in the tractor to Creditor A. Creditor A properly filed a financing statement. Subsequently, the debtor sold the tractor to Buyer B, who was aware of Creditor A’s security interest. Buyer B then granted a security interest in the same tractor to Creditor B, who conducted a search and found Creditor A’s filing but failed to note the specific collateral description. Creditor B then filed its own financing statement. The question asks about the priority between Creditor A and Creditor B. Under Iowa Code Section 554.9320, a buyer in ordinary course of business takes free of a security interest created by the seller even though the security interest is perfected and even though the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. However, this exception does not apply here because the sale was not stated to be in violation of the security agreement. Therefore, Buyer B takes free of Creditor A’s security interest. Since Buyer B takes free of Creditor A’s security interest, Creditor B’s subsequently perfected security interest in the tractor, which Buyer B now owns, will have priority over Creditor A’s security interest. Creditor B’s perfection through filing is effective against any unperfected security interests and generally against other perfected security interests in the same collateral, subject to specific priority rules. Because Buyer B acquired the tractor free of Creditor A’s security interest, Creditor A’s security interest no longer encumbers the tractor when Buyer B grants a security interest to Creditor B. Therefore, Creditor B’s perfected security interest has priority.
Incorrect
The scenario describes a situation involving a security interest in a tractor. The debtor, a farmer in Iowa, granted a security interest in the tractor to Creditor A. Creditor A properly filed a financing statement. Subsequently, the debtor sold the tractor to Buyer B, who was aware of Creditor A’s security interest. Buyer B then granted a security interest in the same tractor to Creditor B, who conducted a search and found Creditor A’s filing but failed to note the specific collateral description. Creditor B then filed its own financing statement. The question asks about the priority between Creditor A and Creditor B. Under Iowa Code Section 554.9320, a buyer in ordinary course of business takes free of a security interest created by the seller even though the security interest is perfected and even though the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. However, this exception does not apply here because the sale was not stated to be in violation of the security agreement. Therefore, Buyer B takes free of Creditor A’s security interest. Since Buyer B takes free of Creditor A’s security interest, Creditor B’s subsequently perfected security interest in the tractor, which Buyer B now owns, will have priority over Creditor A’s security interest. Creditor B’s perfection through filing is effective against any unperfected security interests and generally against other perfected security interests in the same collateral, subject to specific priority rules. Because Buyer B acquired the tractor free of Creditor A’s security interest, Creditor A’s security interest no longer encumbers the tractor when Buyer B grants a security interest to Creditor B. Therefore, Creditor B’s perfected security interest has priority.
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Question 3 of 30
3. Question
AgriBank held a perfected security interest in all of the current and future inventory of “Prairie Harvest Farms,” an Iowa-based agricultural cooperative. Subsequently, Farm Credit Services extended financing to Prairie Harvest Farms, taking a purchase money security interest in a specific lot of newly acquired corn to be sold as inventory. Farm Credit Services promptly filed a UCC-1 financing statement covering this corn inventory. However, Farm Credit Services failed to send any written notification to AgriBank regarding its purchase money security interest in the corn inventory, despite knowing that AgriBank had a prior perfected security interest in all of Prairie Harvest Farms’ inventory. When Prairie Harvest Farms defaults on both loans, who holds the superior security interest in the specific lot of corn inventory?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Iowa Code Section 554.9324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. Specifically, the PMSI holder must have perfected its security interest by filing a financing statement and must have given the required notification to any prior secured party with a conflicting security interest in that inventory. The notification must be sent before the debtor receives possession of the inventory. In this case, AgriBank’s security interest was perfected prior to the financing statement filed by Farm Credit Services. Farm Credit Services’ PMSI in the corn inventory is therefore subject to AgriBank’s existing security interest unless Farm Credit Services properly notified AgriBank of its PMSI. The facts state that Farm Credit Services filed its financing statement but does not mention any notification being sent to AgriBank. Without this notification, Farm Credit Services’ PMSI in the inventory will not have priority over AgriBank’s prior perfected security interest. Therefore, AgriBank will have priority.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Iowa Code Section 554.9324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. Specifically, the PMSI holder must have perfected its security interest by filing a financing statement and must have given the required notification to any prior secured party with a conflicting security interest in that inventory. The notification must be sent before the debtor receives possession of the inventory. In this case, AgriBank’s security interest was perfected prior to the financing statement filed by Farm Credit Services. Farm Credit Services’ PMSI in the corn inventory is therefore subject to AgriBank’s existing security interest unless Farm Credit Services properly notified AgriBank of its PMSI. The facts state that Farm Credit Services filed its financing statement but does not mention any notification being sent to AgriBank. Without this notification, Farm Credit Services’ PMSI in the inventory will not have priority over AgriBank’s prior perfected security interest. Therefore, AgriBank will have priority.
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Question 4 of 30
4. Question
Consider a scenario where AgriCorp, a financial institution based in Illinois, perfected a security interest in a combine harvester owned by Farmer McGregor. This perfection occurred on January 1st, 2023, in Illinois, according to Illinois’s Article 9 filing requirements. On April 15th, 2023, Farmer McGregor moved the combine to his farm in Iowa. On May 1st, 2023, a local Iowa bank, Farm Loans Inc., perfected a security interest in the same combine by filing a financing statement in Iowa. AgriCorp then filed a financing statement in Iowa on June 1st, 2023. Which entity holds the superior security interest in the combine harvester under Iowa’s Article 9?
Correct
The central issue in this scenario is the priority of security interests when a debtor moves collateral from one state to another. Iowa Code Section 554.9307 governs the location of collateral for perfection purposes. When collateral is already perfected in one jurisdiction and is then brought into Iowa, the perfection generally continues for a period of four months. If a financing statement is filed in Iowa within that four-month period, the perfection remains effective. If no filing is made within that period, the security interest becomes unperfected in Iowa. In this case, the security interest in the combine was perfected in Illinois. The combine was moved to Iowa. Under Iowa’s adoption of Article 9, the perfection in Illinois continues for four months after the move to Iowa. To maintain priority against a subsequent buyer or a conflicting security interest perfected in Iowa, the secured party must file a new financing statement in Iowa within that four-month window. Since the secured party in the Iowa scenario filed their financing statement on May 1st, which is within the four-month period following the combine’s arrival in Iowa (assuming it arrived on or after January 1st, 2023), their security interest remains perfected and has priority over any unperfected interest or interest perfected after the initial perfection in Illinois. Therefore, the secured party who filed in Iowa on May 1st has the superior claim.
Incorrect
The central issue in this scenario is the priority of security interests when a debtor moves collateral from one state to another. Iowa Code Section 554.9307 governs the location of collateral for perfection purposes. When collateral is already perfected in one jurisdiction and is then brought into Iowa, the perfection generally continues for a period of four months. If a financing statement is filed in Iowa within that four-month period, the perfection remains effective. If no filing is made within that period, the security interest becomes unperfected in Iowa. In this case, the security interest in the combine was perfected in Illinois. The combine was moved to Iowa. Under Iowa’s adoption of Article 9, the perfection in Illinois continues for four months after the move to Iowa. To maintain priority against a subsequent buyer or a conflicting security interest perfected in Iowa, the secured party must file a new financing statement in Iowa within that four-month window. Since the secured party in the Iowa scenario filed their financing statement on May 1st, which is within the four-month period following the combine’s arrival in Iowa (assuming it arrived on or after January 1st, 2023), their security interest remains perfected and has priority over any unperfected interest or interest perfected after the initial perfection in Illinois. Therefore, the secured party who filed in Iowa on May 1st has the superior claim.
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Question 5 of 30
5. Question
Prairie Produce Packers (PPP), an Iowa-based agricultural cooperative, sells a significant portion of its accounts receivable to Midwest Agribusiness Funding (MAF) to improve its liquidity. Subsequently, PPP grants a security interest in its remaining assets, including general intangibles, to Farm Credit Services of Iowa (FCSI) to secure a new operating loan. FCSI promptly files a financing statement covering these assets. When PPP defaults on its obligations to both MAF and FCSI, a dispute arises over the priority of their respective claims to the accounts that were sold by PPP to MAF. What is the priority status of MAF’s claim to the accounts purchased from PPP?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts that are sold. Under Iowa’s Article 9, the sale of accounts is explicitly considered the creation of a security interest. When a seller of accounts, such as “Prairie Produce Packers” (PPP) in this case, sells its accounts to a buyer, the buyer’s security interest in those accounts must be perfected to gain priority over subsequent creditors and purchasers. Perfection of a security interest in accounts is typically achieved by filing a financing statement. However, there is a crucial exception under Iowa Code Section 554.9309(2) which states that a security interest in accounts is automatically perfected upon attachment. This automatic perfection applies to a buyer of accounts. Therefore, when “Midwest Agribusiness Funding” (MAF) purchased the accounts from PPP, its security interest in those accounts was automatically perfected at the moment of attachment, without the need for filing a financing statement. The subsequent filing by “Farm Credit Services of Iowa” (FCSI) for a security interest in PPP’s general intangibles, which might arguably include accounts if they were not sold outright, would be junior to MAF’s automatically perfected security interest in the purchased accounts. The sale of accounts itself triggers this automatic perfection for the buyer of the accounts.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts that are sold. Under Iowa’s Article 9, the sale of accounts is explicitly considered the creation of a security interest. When a seller of accounts, such as “Prairie Produce Packers” (PPP) in this case, sells its accounts to a buyer, the buyer’s security interest in those accounts must be perfected to gain priority over subsequent creditors and purchasers. Perfection of a security interest in accounts is typically achieved by filing a financing statement. However, there is a crucial exception under Iowa Code Section 554.9309(2) which states that a security interest in accounts is automatically perfected upon attachment. This automatic perfection applies to a buyer of accounts. Therefore, when “Midwest Agribusiness Funding” (MAF) purchased the accounts from PPP, its security interest in those accounts was automatically perfected at the moment of attachment, without the need for filing a financing statement. The subsequent filing by “Farm Credit Services of Iowa” (FCSI) for a security interest in PPP’s general intangibles, which might arguably include accounts if they were not sold outright, would be junior to MAF’s automatically perfected security interest in the purchased accounts. The sale of accounts itself triggers this automatic perfection for the buyer of the accounts.
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Question 6 of 30
6. Question
Heartland Credit Union extended a loan to Prairie Farms Dairy, a corporation operating primarily in Iowa. As collateral for the loan, Prairie Farms Dairy granted Heartland Credit Union a security interest in all of its assets, including a substantial deposit account maintained at Bank of Iowa. Heartland Credit Union diligently filed a UCC-1 financing statement with the Iowa Secretary of State, listing Prairie Farms Dairy as the debtor and Heartland Credit Union as the secured party. Prairie Farms Dairy subsequently defaulted on the loan. In a dispute over priority concerning the funds in the deposit account, what is the status of Heartland Credit Union’s security interest in that deposit account?
Correct
The question concerns the perfection of a security interest in deposit accounts held by a debtor. Under Iowa’s version of UCC Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in Iowa Code Section 554.9104. A bank in which the deposit account is maintained automatically has control over the deposit account. A secured party can obtain control by becoming the bank’s customer with respect to the deposit account, or by agreeing with the bank that the bank will comply with instructions from the secured party directing the disposition of the funds in the account. If the debtor maintains the deposit account at Bank of Iowa, and the secured party, Heartland Credit Union, perfects its security interest by filing a financing statement, this filing alone is insufficient for perfection of the security interest in the deposit account itself. Perfection requires control. Therefore, Heartland Credit Union’s security interest in the deposit account is unperfected.
Incorrect
The question concerns the perfection of a security interest in deposit accounts held by a debtor. Under Iowa’s version of UCC Article 9, a security interest in a deposit account can only be perfected by control. Control is defined in Iowa Code Section 554.9104. A bank in which the deposit account is maintained automatically has control over the deposit account. A secured party can obtain control by becoming the bank’s customer with respect to the deposit account, or by agreeing with the bank that the bank will comply with instructions from the secured party directing the disposition of the funds in the account. If the debtor maintains the deposit account at Bank of Iowa, and the secured party, Heartland Credit Union, perfects its security interest by filing a financing statement, this filing alone is insufficient for perfection of the security interest in the deposit account itself. Perfection requires control. Therefore, Heartland Credit Union’s security interest in the deposit account is unperfected.
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Question 7 of 30
7. Question
AgriBank entered into a security agreement with Farmer McGregor, a crop producer in Iowa, granting AgriBank a security interest in all of Farmer McGregor’s farm equipment, accounts receivable, and the balance in his checking account held at First National Bank of Des Moines. AgriBank diligently filed a UCC-1 financing statement with the Iowa Secretary of State covering all the collateral. Subsequently, Farmer McGregor filed for Chapter 7 bankruptcy. The Chapter 7 trustee, in possession of Farmer McGregor’s assets, now seeks to determine the priority of claims against the funds in the checking account. What is the perfection status of AgriBank’s security interest in Farmer McGregor’s checking account at First National Bank of Des Moines, and what is its priority relative to the bankruptcy trustee?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is typically achieved when the secured party is the depositary bank itself, or when the depositary bank agrees to comply with the secured party’s instructions regarding the account, or when the secured party becomes the customer of the depositary bank with respect to the deposit account. In this scenario, the lender, AgriBank, has a security agreement with Farmer McGregor covering his accounts receivable and his deposit account at First National Bank of Des Moines. AgriBank has filed a UCC-1 financing statement. Filing is generally sufficient for perfection in most types of collateral, but it is not the method for perfecting a security interest in a deposit account. AgriBank has not obtained control over the deposit account. Control requires more than just a security agreement and a filing; it requires an affirmative step to gain dominion over the account. Since AgriBank did not become the customer of the account, nor did it get First National Bank to agree to follow its instructions, nor is it the depositary bank itself, its security interest in the deposit account is unperfected. When Farmer McGregor files for bankruptcy, the trustee, acting as a hypothetical lien creditor, will have priority over any unperfected security interest. Therefore, AgriBank’s security interest in the deposit account is subordinate to the bankruptcy trustee’s interest.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is typically achieved when the secured party is the depositary bank itself, or when the depositary bank agrees to comply with the secured party’s instructions regarding the account, or when the secured party becomes the customer of the depositary bank with respect to the deposit account. In this scenario, the lender, AgriBank, has a security agreement with Farmer McGregor covering his accounts receivable and his deposit account at First National Bank of Des Moines. AgriBank has filed a UCC-1 financing statement. Filing is generally sufficient for perfection in most types of collateral, but it is not the method for perfecting a security interest in a deposit account. AgriBank has not obtained control over the deposit account. Control requires more than just a security agreement and a filing; it requires an affirmative step to gain dominion over the account. Since AgriBank did not become the customer of the account, nor did it get First National Bank to agree to follow its instructions, nor is it the depositary bank itself, its security interest in the deposit account is unperfected. When Farmer McGregor files for bankruptcy, the trustee, acting as a hypothetical lien creditor, will have priority over any unperfected security interest. Therefore, AgriBank’s security interest in the deposit account is subordinate to the bankruptcy trustee’s interest.
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Question 8 of 30
8. Question
FarmFresh Produce, an Iowa-based agricultural cooperative, granted a security interest in its operating deposit account, held at Heartland Bank in Des Moines, Iowa, to AgroBank to secure a substantial loan. AgroBank diligently obtained a signed security agreement from FarmFresh Produce clearly describing the deposit account. However, AgroBank failed to take any further steps to establish control over the account, such as becoming the bank’s customer for that account or obtaining an agreement from Heartland Bank to comply with AgroBank’s instructions without FarmFresh Produce’s consent. Subsequently, FarmFresh Produce filed for Chapter 7 bankruptcy. The bankruptcy trustee, upon appointment, immediately sought to avoid AgroBank’s security interest in the deposit account. What is the likely outcome regarding AgroBank’s security interest?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is established by the secured party becoming the customer of the bank with respect to the deposit account, or by the bank agreeing to comply with the secured party’s instructions regarding the account without the debtor’s further consent. In this scenario, AgroBank only has a written security agreement with FarmFresh Produce, but it has not taken any action to gain control over the deposit account held at Heartland Bank. AgroBank has not become the customer of Heartland Bank for that account, nor has Heartland Bank agreed to follow AgroBank’s instructions. Therefore, AgroBank’s security interest is unperfected. An unperfected security interest is subordinate to the rights of a lien creditor, such as the trustee in bankruptcy who has the status of a lien creditor upon the filing of the bankruptcy petition. The trustee can therefore avoid AgroBank’s unperfected security interest.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is established by the secured party becoming the customer of the bank with respect to the deposit account, or by the bank agreeing to comply with the secured party’s instructions regarding the account without the debtor’s further consent. In this scenario, AgroBank only has a written security agreement with FarmFresh Produce, but it has not taken any action to gain control over the deposit account held at Heartland Bank. AgroBank has not become the customer of Heartland Bank for that account, nor has Heartland Bank agreed to follow AgroBank’s instructions. Therefore, AgroBank’s security interest is unperfected. An unperfected security interest is subordinate to the rights of a lien creditor, such as the trustee in bankruptcy who has the status of a lien creditor upon the filing of the bankruptcy petition. The trustee can therefore avoid AgroBank’s unperfected security interest.
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Question 9 of 30
9. Question
A farm equipment dealership in Cedar Rapids, Iowa, has a perfected security interest in a combine harvester sold to a farmer, Farmer McGregor. Without the secured party’s consent, Farmer McGregor sells the combine to another farmer, Farmer Giles, who operates a farm in Story County, Iowa, and is aware of the outstanding security interest. Farmer Giles is not a buyer in the ordinary course of business in relation to the secured party. What is the status of the secured party’s perfected security interest in the combine harvester after this unauthorized sale?
Correct
In Iowa, when a secured party has a perfected security interest in collateral and that collateral is sold in a transaction that is not authorized by the secured party, the secured party generally retains their perfected security interest in the collateral even after the sale. This is a fundamental principle of Article 9 of the Uniform Commercial Code, which Iowa has adopted. The buyer in the ordinary course of business exception, which would cut off a security interest, typically applies only to sales authorized by the secured party. Iowa Code Section 554.9320 addresses this, stating that a buyer in ordinary course of business takes free of a security interest granted by the seller, even if the security interest is perfected and the buyer is aware of its existence, but this protection is limited to specific circumstances, primarily when the secured party has permitted the sale. In this scenario, the sale was not authorized, therefore, the security interest continues in the collateral. The secured party’s recourse would be to repossess the collateral from the unauthorized buyer.
Incorrect
In Iowa, when a secured party has a perfected security interest in collateral and that collateral is sold in a transaction that is not authorized by the secured party, the secured party generally retains their perfected security interest in the collateral even after the sale. This is a fundamental principle of Article 9 of the Uniform Commercial Code, which Iowa has adopted. The buyer in the ordinary course of business exception, which would cut off a security interest, typically applies only to sales authorized by the secured party. Iowa Code Section 554.9320 addresses this, stating that a buyer in ordinary course of business takes free of a security interest granted by the seller, even if the security interest is perfected and the buyer is aware of its existence, but this protection is limited to specific circumstances, primarily when the secured party has permitted the sale. In this scenario, the sale was not authorized, therefore, the security interest continues in the collateral. The secured party’s recourse would be to repossess the collateral from the unauthorized buyer.
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Question 10 of 30
10. Question
Agnes, a sole proprietor operating a small consulting firm in Des Moines, Iowa, decides to sell her entire business, including all of its accounts receivable, to Barnaby, an investor from Omaha, Nebraska. Barnaby pays Agnes the agreed-upon purchase price and receives an assignment of all the accounts. Barnaby does not file a UCC-1 financing statement. Subsequently, a third-party creditor, Carl, who has a perfected security interest in all of Agnes’s present and after-acquired assets, attempts to assert a claim to the accounts Agnes sold to Barnaby. Which statement accurately reflects the perfection status of Barnaby’s interest in the accounts under Iowa’s UCC Article 9?
Correct
The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Iowa’s version of UCC Article 9, specifically Iowa Code § 554.9109(4)(e), a security interest is automatically perfected if it arises from the sale of accounts, chattel paper, payment intangibles, or promissory notes. This provision creates an exception to the general rule that perfection typically requires filing a financing statement or taking possession/control. The sale of accounts is treated as a financing transaction by its nature, and immediate perfection upon attachment avoids the potential for chaos and priority disputes that would arise if a filing were required. Therefore, when Agnes sells her accounts receivable to Barnaby, and Barnaby takes an assignment of these accounts as part of the sale, his security interest in those accounts is automatically perfected without the need for any further action, such as filing a UCC-1 financing statement. The sale of the business itself, which includes the accounts, is the trigger for this automatic perfection.
Incorrect
The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Iowa’s version of UCC Article 9, specifically Iowa Code § 554.9109(4)(e), a security interest is automatically perfected if it arises from the sale of accounts, chattel paper, payment intangibles, or promissory notes. This provision creates an exception to the general rule that perfection typically requires filing a financing statement or taking possession/control. The sale of accounts is treated as a financing transaction by its nature, and immediate perfection upon attachment avoids the potential for chaos and priority disputes that would arise if a filing were required. Therefore, when Agnes sells her accounts receivable to Barnaby, and Barnaby takes an assignment of these accounts as part of the sale, his security interest in those accounts is automatically perfected without the need for any further action, such as filing a UCC-1 financing statement. The sale of the business itself, which includes the accounts, is the trigger for this automatic perfection.
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Question 11 of 30
11. Question
Agri-Producers, an Iowa-based agricultural cooperative, grants Sterling Bank a security interest in all of its assets, including its deposit accounts, to secure a substantial loan. Sterling Bank diligently files a UCC-1 financing statement with the Iowa Secretary of State covering all of Agri-Producers’ collateral. Subsequently, Agri-Producers enters into a separate agreement with Heartland Bank, establishing a primary operating deposit account for its daily transactions. Agri-Producers, facing a cash flow crunch, instructs Heartland Bank to transfer a portion of the funds from this operating account directly to Sterling Bank to satisfy a past-due loan installment. Which of the following accurately describes the perfection status of Sterling Bank’s security interest in Agri-Producers’ deposit account at Heartland Bank?
Correct
The central issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account. In this case, while Sterling Bank has a security agreement with Agri-Producers and has filed a financing statement, it has not obtained control over Agri-Producers’ deposit account at Heartland Bank. Agri-Producers’ direct instruction to Heartland Bank to transfer funds to Sterling Bank does not equate to Sterling Bank obtaining control as defined by Iowa Code Section 554.9104. The filing of a financing statement is generally not sufficient for perfection of security interests in deposit accounts. Therefore, Sterling Bank’s security interest in the deposit account is unperfected. A perfected security interest has priority over an unperfected one. Since Sterling Bank’s interest is unperfected, it would not have priority over a subsequent perfected secured party or a buyer of the deposit account.
Incorrect
The central issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa’s Article 9, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account. In this case, while Sterling Bank has a security agreement with Agri-Producers and has filed a financing statement, it has not obtained control over Agri-Producers’ deposit account at Heartland Bank. Agri-Producers’ direct instruction to Heartland Bank to transfer funds to Sterling Bank does not equate to Sterling Bank obtaining control as defined by Iowa Code Section 554.9104. The filing of a financing statement is generally not sufficient for perfection of security interests in deposit accounts. Therefore, Sterling Bank’s security interest in the deposit account is unperfected. A perfected security interest has priority over an unperfected one. Since Sterling Bank’s interest is unperfected, it would not have priority over a subsequent perfected secured party or a buyer of the deposit account.
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Question 12 of 30
12. Question
Consider a scenario where “AgriCorp Solutions,” an Iowa-based agricultural lender, provides financing to “Prairie Harvest Farms,” a farming operation located in Nebraska. AgriCorp takes a security interest in Prairie Harvest Farms’ entire inventory, including a specific lot of corn stored in a certificated form (grain warehouse receipts). AgriCorp obtains physical possession of these certificated warehouse receipts. AgriCorp, acting on its understanding of general UCC filing rules, also files a UCC-1 financing statement with the Iowa Secretary of State. What is the correct method of perfection for AgriCorp’s security interest in the certificated corn warehouse receipts under Article 9 of the Uniform Commercial Code, as adopted in Iowa?
Correct
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security. Under Iowa Code Section 554.9312(1), perfection of a security interest in certificated securities requires possession of the certificated security by the secured party. Iowa Code Section 554.9313(1)(a) states that if collateral is a certificated security, the secured party takes possession when the certificated security is delivered to the secured party. Perfection by possession does not require filing a financing statement. Therefore, the filing of a financing statement in Iowa, or any other state, is not the method of perfection for a certificated security where the secured party has possession. The explanation should focus on the perfection method for certificated securities under Article 9, specifically highlighting possession as the exclusive method and the inapplicability of filing.
Incorrect
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificated security. Under Iowa Code Section 554.9312(1), perfection of a security interest in certificated securities requires possession of the certificated security by the secured party. Iowa Code Section 554.9313(1)(a) states that if collateral is a certificated security, the secured party takes possession when the certificated security is delivered to the secured party. Perfection by possession does not require filing a financing statement. Therefore, the filing of a financing statement in Iowa, or any other state, is not the method of perfection for a certificated security where the secured party has possession. The explanation should focus on the perfection method for certificated securities under Article 9, specifically highlighting possession as the exclusive method and the inapplicability of filing.
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Question 13 of 30
13. Question
AgriCorp, an Iowa-based agricultural supplier, enters into a security agreement with FarmBank, granting FarmBank a security interest in all of AgriCorp’s accounts, present and future, arising from the sale of seed and fertilizer to farmers. AgriCorp’s primary place of business and all its operations are within Iowa. The farmers who purchase from AgriCorp are also located in Iowa. FarmBank files a UCC-1 financing statement to perfect its security interest. Which of the following locations is the correct place for FarmBank to file the financing statement to ensure perfection of its security interest in AgriCorp’s accounts under Iowa’s Article 9?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Iowa, where the buyer is also located in Iowa. Article 9 of the Uniform Commercial Code, as adopted in Iowa, governs secured transactions. For accounts, perfection is typically achieved by filing a financing statement in the jurisdiction where the debtor is located. Iowa Code Section 554.9307(1) states that the location of the debtor determines the proper place for filing for perfection in accounts. Since both the debtor (AgriCorp) and the collateral (accounts arising from the sale of grain) are located in Iowa, the financing statement must be filed in Iowa. Specifically, under Iowa Code Section 554.9501(1), for a debtor located in Iowa, the proper place to file a financing statement is with the Secretary of State. Therefore, AgriCorp’s filing of the financing statement with the Iowa Secretary of State is the correct method for perfecting its security interest in the accounts generated from its sales to farmers in Iowa. The fact that the collateral is intangible and arises from sales to Iowa residents does not alter the fundamental rule of filing in the debtor’s location.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant located in Iowa, where the buyer is also located in Iowa. Article 9 of the Uniform Commercial Code, as adopted in Iowa, governs secured transactions. For accounts, perfection is typically achieved by filing a financing statement in the jurisdiction where the debtor is located. Iowa Code Section 554.9307(1) states that the location of the debtor determines the proper place for filing for perfection in accounts. Since both the debtor (AgriCorp) and the collateral (accounts arising from the sale of grain) are located in Iowa, the financing statement must be filed in Iowa. Specifically, under Iowa Code Section 554.9501(1), for a debtor located in Iowa, the proper place to file a financing statement is with the Secretary of State. Therefore, AgriCorp’s filing of the financing statement with the Iowa Secretary of State is the correct method for perfecting its security interest in the accounts generated from its sales to farmers in Iowa. The fact that the collateral is intangible and arises from sales to Iowa residents does not alter the fundamental rule of filing in the debtor’s location.
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Question 14 of 30
14. Question
Aurora Bank entered into a security agreement with a customer, securing a loan with the customer’s checking account held at Aurora Bank. Aurora Bank took no further action to perfect its security interest. Subsequently, Prairie State Bank, having a perfected security interest in all of the customer’s assets, filed a financing statement covering the customer’s deposit accounts. Which bank has the superior perfected security interest in the customer’s checking account?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa Code Section 554.9312(1), a security interest in deposit accounts as original collateral can only be perfected by control. Control is defined in Iowa Code Section 554.9104, which states that a secured party has control over a deposit account if the secured party is the bank with which the deposit account is maintained, or if the secured party obtains the agreement of the bank with which the deposit account is maintained, and the deposit account is maintained with that bank. In this scenario, Aurora Bank has a perfected security interest in the deposit account because it is the bank where the account is held. This constitutes automatic perfection by control under Iowa law, as no further action like filing or possession is required for deposit accounts when the secured party is the depositary bank. The filing of a financing statement by Prairie State Bank is irrelevant to the perfection of Aurora Bank’s security interest in the deposit account itself, as filing is generally not the method for perfecting security interests in deposit accounts. While Prairie State Bank may have a security interest in other collateral, its claim to the deposit account is subordinate to Aurora Bank’s automatically perfected security interest.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa Code Section 554.9312(1), a security interest in deposit accounts as original collateral can only be perfected by control. Control is defined in Iowa Code Section 554.9104, which states that a secured party has control over a deposit account if the secured party is the bank with which the deposit account is maintained, or if the secured party obtains the agreement of the bank with which the deposit account is maintained, and the deposit account is maintained with that bank. In this scenario, Aurora Bank has a perfected security interest in the deposit account because it is the bank where the account is held. This constitutes automatic perfection by control under Iowa law, as no further action like filing or possession is required for deposit accounts when the secured party is the depositary bank. The filing of a financing statement by Prairie State Bank is irrelevant to the perfection of Aurora Bank’s security interest in the deposit account itself, as filing is generally not the method for perfecting security interests in deposit accounts. While Prairie State Bank may have a security interest in other collateral, its claim to the deposit account is subordinate to Aurora Bank’s automatically perfected security interest.
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Question 15 of 30
15. Question
A farm operator in rural Iowa, indebted to two different lenders, defaults on both loans. “Agri-Finance Solutions” had previously secured its loan with a security interest in all of the farm operator’s equipment, perfecting its interest by filing a UCC-1 financing statement in Iowa on March 15th. Subsequently, “Prairie Capital Group,” unaware of the specific details of the Agri-Finance Solutions loan but aware of the farm operator’s general financial situation, extended a new loan to the farm operator, also secured by the same farm equipment. Prairie Capital Group perfected its security interest by filing its own UCC-1 financing statement in Iowa on April 10th. Assuming both security interests attached and were properly perfected, what is the priority of their claims to the farm equipment upon the debtor’s default?
Correct
The core issue in this scenario revolves around the priority of security interests when a debtor defaults and collateral is involved. Iowa Code Chapter 554, Article 9, governs secured transactions. Specifically, the question tests the understanding of perfection and priority rules when multiple secured parties claim an interest in the same collateral. In this case, “Agri-Finance Solutions” (AFS) perfected its security interest in the farm equipment by filing a financing statement in Iowa on March 15th. “Prairie Capital Group” (PCG) later obtained a security interest in the same equipment and also filed a financing statement in Iowa on April 10th. According to Iowa Code Section 554.9322(1)(a), when two or more security interests or agricultural liens are perfected by filing, the first to file a financing statement (or otherwise perfect) generally has priority. Since AFS filed its financing statement on March 15th, which predates PCG’s filing on April 10th, AFS has priority over PCG regarding the farm equipment, assuming all other requirements for perfection and attachment were met. The fact that PCG had knowledge of AFS’s prior filing is generally irrelevant to the priority determination under Article 9’s filing system, which is based on the “first to file” rule for perfected security interests in the same collateral. The purchase money security interest (PMSI) rules are not applicable here as neither party is described as holding a PMSI in the equipment, and even if one did, the timing of perfection would still be a crucial factor. The location of the collateral within Iowa is consistent for both parties, so no conflict of laws issues arise based on location.
Incorrect
The core issue in this scenario revolves around the priority of security interests when a debtor defaults and collateral is involved. Iowa Code Chapter 554, Article 9, governs secured transactions. Specifically, the question tests the understanding of perfection and priority rules when multiple secured parties claim an interest in the same collateral. In this case, “Agri-Finance Solutions” (AFS) perfected its security interest in the farm equipment by filing a financing statement in Iowa on March 15th. “Prairie Capital Group” (PCG) later obtained a security interest in the same equipment and also filed a financing statement in Iowa on April 10th. According to Iowa Code Section 554.9322(1)(a), when two or more security interests or agricultural liens are perfected by filing, the first to file a financing statement (or otherwise perfect) generally has priority. Since AFS filed its financing statement on March 15th, which predates PCG’s filing on April 10th, AFS has priority over PCG regarding the farm equipment, assuming all other requirements for perfection and attachment were met. The fact that PCG had knowledge of AFS’s prior filing is generally irrelevant to the priority determination under Article 9’s filing system, which is based on the “first to file” rule for perfected security interests in the same collateral. The purchase money security interest (PMSI) rules are not applicable here as neither party is described as holding a PMSI in the equipment, and even if one did, the timing of perfection would still be a crucial factor. The location of the collateral within Iowa is consistent for both parties, so no conflict of laws issues arise based on location.
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Question 16 of 30
16. Question
Prairie Bank, located in Des Moines, Iowa, extended a significant loan to Cornucopia Farms, Inc., a business operating in rural Iowa. As collateral for the loan, Cornucopia Farms granted Prairie Bank a security interest in all of its assets, including a substantial operating deposit account held at Midwest Bank, also in Iowa. Prairie Bank diligently filed a UCC-1 financing statement with the Iowa Secretary of State, listing the deposit account as part of the collateral. Subsequently, Cornucopia Farms obtained another loan from Midwest Bank, granting Midwest Bank a security interest in the same operating deposit account. Midwest Bank, being the depositary bank, took steps to establish control over the account as per their loan agreement with Cornucopia Farms, allowing Cornucopia Farms to continue its normal business operations. When Cornucopia Farms defaults on both loans, which secured party has priority over the deposit account?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa Code § 554.9104(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is achieved when the secured party is the bank 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 the secured party’s instructions concerning the deposit account. In this case, Prairie Bank has a security interest in the deposit account but has not obtained control. They have filed a financing statement, but filing is not the method of perfection for deposit accounts. Midwest Bank, by having the deposit account maintained with it and by agreeing to the debtor’s instructions (which implicitly includes the debtor’s ability to withdraw funds without Prairie Bank’s consent), has control. Therefore, Midwest Bank’s security interest, perfected by control, has priority over Prairie Bank’s unperfected security interest. The filing of a financing statement by Prairie Bank is ineffective for perfecting a security interest in the deposit account itself.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa Code § 554.9104(1), a security interest in a deposit account as original collateral can only be perfected by control. Control is achieved when the secured party is the bank 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 the secured party’s instructions concerning the deposit account. In this case, Prairie Bank has a security interest in the deposit account but has not obtained control. They have filed a financing statement, but filing is not the method of perfection for deposit accounts. Midwest Bank, by having the deposit account maintained with it and by agreeing to the debtor’s instructions (which implicitly includes the debtor’s ability to withdraw funds without Prairie Bank’s consent), has control. Therefore, Midwest Bank’s security interest, perfected by control, has priority over Prairie Bank’s unperfected security interest. The filing of a financing statement by Prairie Bank is ineffective for perfecting a security interest in the deposit account itself.
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Question 17 of 30
17. Question
Prairie Provisions, an agricultural distributor based in Des Moines, Iowa, entered into a security agreement with First National Bank of Cedar Rapids. The agreement granted the bank a security interest in “all of Prairie Provisions’ present and future inventory, accounts, and equipment.” The bank filed a UCC-1 financing statement covering these collateral types. Six months later, Prairie Provisions acquired a new shipment of specialized farming equipment from a manufacturer in Illinois, which it intended to resell. At the time of this acquisition, Prairie Provisions had an outstanding loan from First National Bank, secured by the aforementioned agreement. When Prairie Provisions subsequently defaulted on its loan, what is the status of First National Bank’s security interest in the newly acquired farming equipment?
Correct
The core issue here is determining when a security interest attaches to after-acquired property in Iowa under Article 9 of the Uniform Commercial Code. A security agreement that grants a security interest in “all present and future inventory” of a business generally creates a valid security interest in after-acquired inventory. This is explicitly permitted by Iowa Code Section 554.9204(1), which states that a security agreement may provide that any obligations covered by the agreement are to be secured by after-acquired collateral. For the security interest to attach, value must be given, the debtor must have rights in the collateral, and a security agreement must be in existence that sufficiently describes the collateral. In this scenario, the security agreement clearly covers future inventory. The bank provided value by extending credit. The debtor, “Prairie Provisions,” has rights in the inventory as it acquires it. Therefore, the bank’s security interest attaches to the new inventory as soon as Prairie Provisions acquires rights in it. The perfection of this security interest would typically occur upon filing a financing statement, but attachment is the first step. The question focuses on attachment, not perfection priority. The key is the language in the security agreement and the statutory allowance for after-acquired property. The security agreement’s broad language, encompassing “all present and future inventory,” is sufficient to cover the newly acquired goods.
Incorrect
The core issue here is determining when a security interest attaches to after-acquired property in Iowa under Article 9 of the Uniform Commercial Code. A security agreement that grants a security interest in “all present and future inventory” of a business generally creates a valid security interest in after-acquired inventory. This is explicitly permitted by Iowa Code Section 554.9204(1), which states that a security agreement may provide that any obligations covered by the agreement are to be secured by after-acquired collateral. For the security interest to attach, value must be given, the debtor must have rights in the collateral, and a security agreement must be in existence that sufficiently describes the collateral. In this scenario, the security agreement clearly covers future inventory. The bank provided value by extending credit. The debtor, “Prairie Provisions,” has rights in the inventory as it acquires it. Therefore, the bank’s security interest attaches to the new inventory as soon as Prairie Provisions acquires rights in it. The perfection of this security interest would typically occur upon filing a financing statement, but attachment is the first step. The question focuses on attachment, not perfection priority. The key is the language in the security agreement and the statutory allowance for after-acquired property. The security agreement’s broad language, encompassing “all present and future inventory,” is sufficient to cover the newly acquired goods.
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Question 18 of 30
18. Question
Prairie State Auto Finance, a lender based in Illinois, extended a loan to an Iowa resident, Ms. Eleanor Vance, for the purchase of a new automobile. The security agreement granted Prairie State Auto Finance a security interest in the automobile. Ms. Vance resides in Des Moines, Iowa, and the automobile will be primarily used and garaged in Iowa. Prairie State Auto Finance filed a UCC-1 financing statement with the Iowa Secretary of State. What is the proper method for Prairie State Auto Finance to perfect its security interest in the automobile under Iowa’s Article 9 of the Uniform Commercial Code?
Correct
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificate of title vehicle in Iowa. Under Iowa Code Section 554.9311(2), perfection of a security interest in goods covered by a certificate of title must be by notation on the certificate of title, rather than by filing a financing statement. This rule applies to vehicles that are subject to a certificate of title statute of a jurisdiction whose law is the law of the jurisdiction that issued the certificate of title. Iowa has such a certificate of title statute for vehicles. Therefore, the secured party must have its security interest noted on the certificate of title issued by Iowa to perfect its security interest in the automobile. Filing a financing statement with the Secretary of State of Iowa, even if it were in the correct jurisdiction, would be ineffective for perfection in this specific instance due to the exclusive perfection method for titled vehicles. The perfection of a security interest in general intangibles or accounts receivable would be accomplished by filing a financing statement with the Secretary of State, but these categories do not apply to a tangible asset like an automobile. The location of the debtor is relevant for perfection of security interests in collateral other than titled vehicles or certain types of real property, but it is superseded by the specific perfection rule for titled vehicles.
Incorrect
The core issue here is determining the proper place to file a financing statement to perfect a security interest in a certificate of title vehicle in Iowa. Under Iowa Code Section 554.9311(2), perfection of a security interest in goods covered by a certificate of title must be by notation on the certificate of title, rather than by filing a financing statement. This rule applies to vehicles that are subject to a certificate of title statute of a jurisdiction whose law is the law of the jurisdiction that issued the certificate of title. Iowa has such a certificate of title statute for vehicles. Therefore, the secured party must have its security interest noted on the certificate of title issued by Iowa to perfect its security interest in the automobile. Filing a financing statement with the Secretary of State of Iowa, even if it were in the correct jurisdiction, would be ineffective for perfection in this specific instance due to the exclusive perfection method for titled vehicles. The perfection of a security interest in general intangibles or accounts receivable would be accomplished by filing a financing statement with the Secretary of State, but these categories do not apply to a tangible asset like an automobile. The location of the debtor is relevant for perfection of security interests in collateral other than titled vehicles or certain types of real property, but it is superseded by the specific perfection rule for titled vehicles.
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Question 19 of 30
19. Question
AgriBank held a perfected security interest in all of Farmer McGregor’s existing and after-acquired farm equipment and inventory. Subsequently, SeedCo provided McGregor with a shipment of specialized seed, taking a purchase money security interest in that specific seed inventory. SeedCo filed its financing statement covering the seed inventory and sent an authenticated notification to AgriBank regarding its PMSI on the same day that McGregor received possession of the seed. Considering Iowa Code § 554.9324, what is the priority of the security interests in the seed inventory?
Correct
The core issue here revolves around the priority of a purchase money security interest (PMSI) in inventory against a prior perfected security interest in after-acquired inventory. Under Iowa Code § 554.9324(3), 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 must be perfected when the debtor receives possession of the inventory; 2) the PMSI secured party must give an authenticated notification to any other secured party whose security interest is known to the PMSI secured party or who has filed a financing statement covering the collateral; and 3) the notification must be sent within a specific timeframe before the debtor receives possession of the inventory. In this scenario, AgriBank perfected its security interest in all of Farmer McGregor’s existing and after-acquired inventory. SeedCo then acquired a PMSI in the seed inventory. For SeedCo to have priority over AgriBank’s prior perfected security interest in the same inventory, SeedCo must have perfected its PMSI and provided proper notification to AgriBank before McGregor received possession of the seed inventory. The facts state SeedCo filed its financing statement and sent notice to AgriBank on the same day McGregor received the inventory. This timing is crucial. Iowa Code § 554.9324(3)(b) requires notification to be sent *before* the debtor receives possession of the inventory. Since SeedCo’s notice was sent concurrently with McGregor’s receipt, it does not satisfy the “before” requirement for establishing PMSI priority over a prior perfected interest in inventory. Therefore, AgriBank’s prior perfected security interest in after-acquired inventory takes precedence.
Incorrect
The core issue here revolves around the priority of a purchase money security interest (PMSI) in inventory against a prior perfected security interest in after-acquired inventory. Under Iowa Code § 554.9324(3), 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 must be perfected when the debtor receives possession of the inventory; 2) the PMSI secured party must give an authenticated notification to any other secured party whose security interest is known to the PMSI secured party or who has filed a financing statement covering the collateral; and 3) the notification must be sent within a specific timeframe before the debtor receives possession of the inventory. In this scenario, AgriBank perfected its security interest in all of Farmer McGregor’s existing and after-acquired inventory. SeedCo then acquired a PMSI in the seed inventory. For SeedCo to have priority over AgriBank’s prior perfected security interest in the same inventory, SeedCo must have perfected its PMSI and provided proper notification to AgriBank before McGregor received possession of the seed inventory. The facts state SeedCo filed its financing statement and sent notice to AgriBank on the same day McGregor received the inventory. This timing is crucial. Iowa Code § 554.9324(3)(b) requires notification to be sent *before* the debtor receives possession of the inventory. Since SeedCo’s notice was sent concurrently with McGregor’s receipt, it does not satisfy the “before” requirement for establishing PMSI priority over a prior perfected interest in inventory. Therefore, AgriBank’s prior perfected security interest in after-acquired inventory takes precedence.
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Question 20 of 30
20. Question
AgriBank, a lender based in Des Moines, Iowa, extended a loan to a family farm operation, securing its interest with a comprehensive security agreement covering all farm equipment. Subsequently, the farm operation deposited its operating revenue into a separate, unpledged checking account at First National Bank of Iowa. Without obtaining a control agreement or having the account transferred into its name, AgriBank attempted to assert a security interest in the funds within this checking account by merely noting it on a loan modification document that was not signed by First National Bank of Iowa. Following a Chapter 7 bankruptcy filing by the farm operation, what is the status of AgriBank’s claim to the funds in the checking account?
Correct
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s version of UCC Article 9, 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 secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account, or when the secured party becomes the assignee of the deposit account. In this scenario, AgriBank has a perfected security interest in the farm equipment. However, its security interest in the separate checking account, which is not collateralized by a specific agreement granting control to AgriBank, remains unperfected. When the debtor files for bankruptcy, the trustee, acting as a hypothetical lien creditor, can avoid unperfected security interests. Therefore, the trustee will have priority over AgriBank’s unperfected security interest in the checking account. AgriBank’s perfected security interest in the farm equipment is not affected by the bankruptcy regarding the equipment itself, but its claim to the checking account funds is subordinate to the trustee’s avoidance powers due to the lack of perfection.
Incorrect
The core issue here revolves around the perfection of a security interest in a deposit account. Under Iowa’s version of UCC Article 9, 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 secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account, or when the secured party becomes the assignee of the deposit account. In this scenario, AgriBank has a perfected security interest in the farm equipment. However, its security interest in the separate checking account, which is not collateralized by a specific agreement granting control to AgriBank, remains unperfected. When the debtor files for bankruptcy, the trustee, acting as a hypothetical lien creditor, can avoid unperfected security interests. Therefore, the trustee will have priority over AgriBank’s unperfected security interest in the checking account. AgriBank’s perfected security interest in the farm equipment is not affected by the bankruptcy regarding the equipment itself, but its claim to the checking account funds is subordinate to the trustee’s avoidance powers due to the lack of perfection.
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Question 21 of 30
21. Question
Prairie Harvest Farms, an agricultural producer located in Des Moines, Iowa, granted a security interest in all of its assets, including its operating deposit account at Heartland Bank, to AgriCorp, a financing company. AgriCorp diligently filed a UCC-1 financing statement with the Iowa Secretary of State. Subsequently, the debtor, Prairie Harvest Farms, also granted a security interest in the same deposit account to Farm Credit Services, which obtained control of the account by having Heartland Bank agree in an authenticated record to comply with Farm Credit Services’ instructions regarding the account without further consent from Prairie Harvest Farms. When Prairie Harvest Farms defaults on both obligations, what is the status of AgriCorp’s security interest in the deposit account at Heartland Bank relative to Farm Credit Services?
Correct
The core issue in this scenario revolves around the perfection of a security interest in deposit accounts under Iowa’s Article 9. Iowa Code Section 554.9312(1) establishes that a security interest is perfected when it has attached and when all of the applicable steps for perfection have been taken. For deposit accounts, perfection is generally achieved exclusively by control, as per Iowa Code Section 554.9312(1)(b). Control over a deposit account is defined in Iowa Code Section 554.9104. This section outlines three ways to obtain control: (1) by becoming the bank’s customer with respect to the deposit account; (2) by having the bank agree in an authenticated record that the bank will comply with instructions from the secured party directing disposition of the funds in the deposit account without the bank’s further consent; or (3) by owning an account at the bank. In this case, AgriCorp obtained a security interest in the debtor’s accounts, including the one at Heartland Bank. AgriCorp filed a financing statement, which is a method of perfection for most collateral but not for deposit accounts, as specified by Iowa Code Section 554.9312(1)(b). AgriCorp did not obtain control of the deposit account by becoming the bank’s customer, nor did it secure an agreement from Heartland Bank to follow its instructions without further consent from the debtor. The mere filing of a financing statement is insufficient for perfection of a security interest in a deposit account. Therefore, AgriCorp’s security interest in the deposit account remains unperfected.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in deposit accounts under Iowa’s Article 9. Iowa Code Section 554.9312(1) establishes that a security interest is perfected when it has attached and when all of the applicable steps for perfection have been taken. For deposit accounts, perfection is generally achieved exclusively by control, as per Iowa Code Section 554.9312(1)(b). Control over a deposit account is defined in Iowa Code Section 554.9104. This section outlines three ways to obtain control: (1) by becoming the bank’s customer with respect to the deposit account; (2) by having the bank agree in an authenticated record that the bank will comply with instructions from the secured party directing disposition of the funds in the deposit account without the bank’s further consent; or (3) by owning an account at the bank. In this case, AgriCorp obtained a security interest in the debtor’s accounts, including the one at Heartland Bank. AgriCorp filed a financing statement, which is a method of perfection for most collateral but not for deposit accounts, as specified by Iowa Code Section 554.9312(1)(b). AgriCorp did not obtain control of the deposit account by becoming the bank’s customer, nor did it secure an agreement from Heartland Bank to follow its instructions without further consent from the debtor. The mere filing of a financing statement is insufficient for perfection of a security interest in a deposit account. Therefore, AgriCorp’s security interest in the deposit account remains unperfected.
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Question 22 of 30
22. Question
AgroBank entered into a security agreement with FarmCo, a crop producer in Iowa, granting AgroBank a security interest in all of FarmCo’s farm products and its general intangible accounts. AgroBank also filed a UCC-1 financing statement with the Iowa Secretary of State covering these assets. Subsequently, FarmCo deposited its proceeds from the sale of its crops into a dedicated deposit account held at Heartland Bank. AgroBank did not take any further action to establish control over this specific deposit account. Several months later, FarmCo filed for Chapter 7 bankruptcy. The bankruptcy trustee seeks to avoid AgroBank’s security interest in the funds held within FarmCo’s deposit account at Heartland Bank. What is the legal status of AgroBank’s security interest in the deposit account?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa Code Section 554.9312(1), a security interest in deposit accounts can only be perfected by control. Control is defined in Iowa Code Section 554.9104. For a deposit account, control is achieved when the secured party becomes the customer of the bank with respect to the deposit account, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account without the debtor’s further consent. In this case, AgroBank only has a written security agreement with FarmCo, but it has not obtained control over the deposit account held at Heartland Bank. The filing of a financing statement, as AgroBank did, is generally effective for perfection of security interests in most types of collateral, but Iowa Code Section 554.9312(1) explicitly states that this method is not effective for perfection of security interests in deposit accounts. Therefore, AgroBank’s security interest in the deposit account is unperfected. When a debtor files for bankruptcy, an unperfected security interest is generally subordinate to the rights of the bankruptcy trustee, who acts as a hypothetical lien creditor under 11 U.S.C. § 544. The trustee can therefore avoid AgroBank’s unperfected security interest.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Iowa Code Section 554.9312(1), a security interest in deposit accounts can only be perfected by control. Control is defined in Iowa Code Section 554.9104. For a deposit account, control is achieved when the secured party becomes the customer of the bank with respect to the deposit account, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the account without the debtor’s further consent. In this case, AgroBank only has a written security agreement with FarmCo, but it has not obtained control over the deposit account held at Heartland Bank. The filing of a financing statement, as AgroBank did, is generally effective for perfection of security interests in most types of collateral, but Iowa Code Section 554.9312(1) explicitly states that this method is not effective for perfection of security interests in deposit accounts. Therefore, AgroBank’s security interest in the deposit account is unperfected. When a debtor files for bankruptcy, an unperfected security interest is generally subordinate to the rights of the bankruptcy trustee, who acts as a hypothetical lien creditor under 11 U.S.C. § 544. The trustee can therefore avoid AgroBank’s unperfected security interest.
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Question 23 of 30
23. Question
Consider a situation where Agnes, a farmer in Iowa, purchases a new combine harvester on April 10th, granting a security interest in all her present and after-acquired farm equipment to First State Bank, which promptly perfects its security interest on April 15th. Subsequently, on April 20th, Agnes purchases a second, identical combine harvester from a dealer, who assigns its purchase money security interest (PMSI) to Beatrice Finance. Beatrice Finance perfects its PMSI on May 1st. If Agnes defaults on both loans, which secured party has priority concerning the second combine harvester?
Correct
The scenario involves a purchase money security interest (PMSI) in equipment. Under Iowa Code Section 554.9317(a)(2), a security interest is subordinate to the rights of a buyer of goods, a lessee in ordinary course of business, or a license in ordinary course of business, unless the secured party has perfected its security interest before the purchase or lease occurs. However, a PMSI has special priority rules. Iowa Code Section 554.9324(a) grants a PMSI holder priority over a conflicting security interest in the same goods if the PMSI is perfected when the debtor receives possession of the collateral or within a specified period thereafter. Crucially, for equipment, this perfection must occur within 20 days after the debtor receives possession of the collateral. In this case, Beatrice Finance perfected its security interest on May 1st, which was within the 20-day window after Agnes received possession of the combine on April 15th. Agnes’s security interest, though perfected on April 10th, was not a PMSI in the combine itself, but rather a blanket lien on all of Agnes’s present and after-acquired equipment. Therefore, Beatrice Finance’s PMSI, perfected within the statutory grace period, takes priority over Agnes’s earlier perfected blanket lien on the same collateral. The key is that the PMSI holder must perfect within the specified timeframe to cut off prior perfected security interests in the same collateral.
Incorrect
The scenario involves a purchase money security interest (PMSI) in equipment. Under Iowa Code Section 554.9317(a)(2), a security interest is subordinate to the rights of a buyer of goods, a lessee in ordinary course of business, or a license in ordinary course of business, unless the secured party has perfected its security interest before the purchase or lease occurs. However, a PMSI has special priority rules. Iowa Code Section 554.9324(a) grants a PMSI holder priority over a conflicting security interest in the same goods if the PMSI is perfected when the debtor receives possession of the collateral or within a specified period thereafter. Crucially, for equipment, this perfection must occur within 20 days after the debtor receives possession of the collateral. In this case, Beatrice Finance perfected its security interest on May 1st, which was within the 20-day window after Agnes received possession of the combine on April 15th. Agnes’s security interest, though perfected on April 10th, was not a PMSI in the combine itself, but rather a blanket lien on all of Agnes’s present and after-acquired equipment. Therefore, Beatrice Finance’s PMSI, perfected within the statutory grace period, takes priority over Agnes’s earlier perfected blanket lien on the same collateral. The key is that the PMSI holder must perfect within the specified timeframe to cut off prior perfected security interests in the same collateral.
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Question 24 of 30
24. Question
Consider a scenario in Iowa where AgriBank, a secured party, has a perfected security interest in the entire inventory of tractors owned by a farm equipment dealership, “Prairie Plows Inc.” AgriBank properly filed a UCC-1 financing statement with the Iowa Secretary of State on January 15, 2023. Subsequently, on February 20, 2023, Farm Credit Services, another secured party, loaned money to Prairie Plows Inc. and took a security interest in the same tractors, which were intended to be sold as inventory. Farm Credit Services attempted to perfect its security interest by having it noted on the certificate of title for each tractor. Prairie Plows Inc. defaults on both loans. What is the priority of the security interests in the inventory of tractors?
Correct
The core issue here is the priority of security interests when a debtor defaults and the collateral is a motor vehicle. Under Iowa’s Article 9 of the Uniform Commercial Code, particularly concerning perfection of security interests in vehicles, perfection typically occurs through notation on the certificate of title. The UCC generally defers to state certificate of title statutes for perfection of security interests in vehicles. Iowa Code Chapter 321 governs motor vehicle registration and titling. Iowa Code Section 321.50 specifically addresses the perfection of security interests in vehicles by notation on the certificate of title. A security interest is perfected when it has attached and when a financing statement has been filed or when the secured party has possession of the collateral or, in the case of vehicles, when the secured party has complied with the certificate of title statute. In Iowa, for a vehicle, this means having the security interest noted on the certificate of title. The question states that AgriBank filed a financing statement with the Iowa Secretary of State, which is a valid method for perfecting many types of collateral, but for vehicles, it is generally superseded by the certificate of title perfection method. However, Iowa Code Section 321.50(5) states that a security interest in a vehicle that is inventory held by a dealer and that is subject to a certificate of title statute of this state is subject to Article 9 but is not governed by the provisions of Section 321.50 regarding perfection by notation on the certificate of title. Instead, perfection is achieved by filing a financing statement under Article 9. Therefore, AgriBank’s filing with the Iowa Secretary of State is the proper method for perfecting its security interest in the inventory of tractors. Farm Credit Services’ subsequent attempt to perfect by notation on the certificate of title for inventory is ineffective because inventory is perfected by filing. The priority rule in Article 9 generally states that the first to file a financing statement or perfect wins. AgriBank filed first.
Incorrect
The core issue here is the priority of security interests when a debtor defaults and the collateral is a motor vehicle. Under Iowa’s Article 9 of the Uniform Commercial Code, particularly concerning perfection of security interests in vehicles, perfection typically occurs through notation on the certificate of title. The UCC generally defers to state certificate of title statutes for perfection of security interests in vehicles. Iowa Code Chapter 321 governs motor vehicle registration and titling. Iowa Code Section 321.50 specifically addresses the perfection of security interests in vehicles by notation on the certificate of title. A security interest is perfected when it has attached and when a financing statement has been filed or when the secured party has possession of the collateral or, in the case of vehicles, when the secured party has complied with the certificate of title statute. In Iowa, for a vehicle, this means having the security interest noted on the certificate of title. The question states that AgriBank filed a financing statement with the Iowa Secretary of State, which is a valid method for perfecting many types of collateral, but for vehicles, it is generally superseded by the certificate of title perfection method. However, Iowa Code Section 321.50(5) states that a security interest in a vehicle that is inventory held by a dealer and that is subject to a certificate of title statute of this state is subject to Article 9 but is not governed by the provisions of Section 321.50 regarding perfection by notation on the certificate of title. Instead, perfection is achieved by filing a financing statement under Article 9. Therefore, AgriBank’s filing with the Iowa Secretary of State is the proper method for perfecting its security interest in the inventory of tractors. Farm Credit Services’ subsequent attempt to perfect by notation on the certificate of title for inventory is ineffective because inventory is perfected by filing. The priority rule in Article 9 generally states that the first to file a financing statement or perfect wins. AgriBank filed first.
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Question 25 of 30
25. Question
FarmFi Financing entered into a lease agreement with Agri-Tech Solutions Inc. for specialized manufacturing equipment used in crop processing. The lease term spans the entire economic lifespan of the equipment, and Agri-Tech Solutions Inc. is contractually obligated to make payments for the full duration without any right of early termination. The lease payments are structured to amortize the full cost of the equipment, plus a financing charge. FarmFi Financing failed to file a UCC-1 financing statement in Iowa. Subsequently, another creditor, “GrainGuard Loans,” who had a perfected security interest in all of Agri-Tech Solutions Inc.’s equipment, attempted to repossess the specialized manufacturing equipment. What is the likely outcome regarding the priority of the security interests in the specialized manufacturing equipment under Iowa’s Article 9 of the Uniform Commercial Code?
Correct
The core issue here is determining the proper classification of the collateral and the implications for perfection under Iowa’s Article 9. When goods are leased to a person who uses them in the ordinary course of business and the lease is for the duration of the economic life of the goods, with the lessee bound to pay the full residual value, it is considered a sale disguised as a lease. Specifically, under Iowa Code § 554.1203, a transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay is an obligation for the duration of the contract and not subject to termination by the lessee. Furthermore, Iowa Code § 554.1201(37) defines a “security interest” to include a lease intended as security. In this scenario, the lease is for the entire economic life of the specialized manufacturing equipment, and the lessee, “Agri-Tech Solutions Inc.,” is obligated to pay for the entire term without the right to terminate. The lease payments are structured to cover the full purchase price plus financing charges. This arrangement effectively transfers all risks and rewards of ownership to Agri-Tech Solutions Inc., making it a secured transaction. Therefore, for the security interest to be perfected against third-party claims, the secured party, “FarmFi Financing,” must file a financing statement in accordance with Iowa Code § 554.9310. Filing is the standard method of perfection for most types of collateral, including equipment, unless an exception applies, such as possession or control. Since FarmFi Financing did not take possession of the equipment, nor is it a type of collateral where control is the exclusive method of perfection (like deposit accounts), filing is the appropriate and necessary step for perfection.
Incorrect
The core issue here is determining the proper classification of the collateral and the implications for perfection under Iowa’s Article 9. When goods are leased to a person who uses them in the ordinary course of business and the lease is for the duration of the economic life of the goods, with the lessee bound to pay the full residual value, it is considered a sale disguised as a lease. Specifically, under Iowa Code § 554.1203, a transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay is an obligation for the duration of the contract and not subject to termination by the lessee. Furthermore, Iowa Code § 554.1201(37) defines a “security interest” to include a lease intended as security. In this scenario, the lease is for the entire economic life of the specialized manufacturing equipment, and the lessee, “Agri-Tech Solutions Inc.,” is obligated to pay for the entire term without the right to terminate. The lease payments are structured to cover the full purchase price plus financing charges. This arrangement effectively transfers all risks and rewards of ownership to Agri-Tech Solutions Inc., making it a secured transaction. Therefore, for the security interest to be perfected against third-party claims, the secured party, “FarmFi Financing,” must file a financing statement in accordance with Iowa Code § 554.9310. Filing is the standard method of perfection for most types of collateral, including equipment, unless an exception applies, such as possession or control. Since FarmFi Financing did not take possession of the equipment, nor is it a type of collateral where control is the exclusive method of perfection (like deposit accounts), filing is the appropriate and necessary step for perfection.
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Question 26 of 30
26. Question
Prairie Harvest Farms, an Iowa-based agricultural producer, granted a security interest in all its current and future corn crops to AgriBank, which properly perfected its security interest by filing a financing statement with the Iowa Secretary of State. Subsequently, Willow Creek Grain, a local grain elevator operating in the ordinary course of its business, purchased a substantial quantity of corn from Prairie Harvest Farms. Willow Creek Grain was aware of AgriBank’s security interest in Prairie Harvest Farms’ crops. What is the legal status of Willow Creek Grain’s purchase of the corn concerning AgriBank’s security interest under Iowa’s Article 9 of the Uniform Commercial Code?
Correct
The scenario describes a situation where a buyer of farm products in the ordinary course of business purchases collateral from a seller who has granted a security interest in those products to a secured party. Article 9 of the Uniform Commercial Code, as adopted in Iowa, governs secured transactions. Specifically, Iowa Code Section 554.9320 addresses the rights of a buyer in ordinary course of business. This section provides that a buyer in ordinary course of business, other than a buyer of farm products, takes free of a security interest 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 not in the ordinary course of the seller’s business. However, the question specifies that the buyer is purchasing farm products. Iowa Code Section 554.9320(a) has a specific exception for farm products. A buyer of farm products takes subject to a security interest created by the seller even if the buyer is in the ordinary course of business, unless the buyer also satisfies the requirements of Iowa Code Section 554.9320(h), which deals with certain federal preemption rules and specific notice requirements for buyers of farm products. In this case, the buyer is purchasing farm products from a farmer who has granted a security interest to a lender. The buyer is acting in the ordinary course of business. The critical factor is whether the buyer takes free of the perfected security interest. Under Iowa law, a buyer of farm products in the ordinary course of business takes subject to a perfected security interest unless specific exceptions apply, such as those related to federal programs or specific notice requirements that are not mentioned as being met here. Therefore, the buyer generally takes subject to the lender’s perfected security interest. The lender can enforce its security interest against the farm products in the hands of the buyer.
Incorrect
The scenario describes a situation where a buyer of farm products in the ordinary course of business purchases collateral from a seller who has granted a security interest in those products to a secured party. Article 9 of the Uniform Commercial Code, as adopted in Iowa, governs secured transactions. Specifically, Iowa Code Section 554.9320 addresses the rights of a buyer in ordinary course of business. This section provides that a buyer in ordinary course of business, other than a buyer of farm products, takes free of a security interest 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 not in the ordinary course of the seller’s business. However, the question specifies that the buyer is purchasing farm products. Iowa Code Section 554.9320(a) has a specific exception for farm products. A buyer of farm products takes subject to a security interest created by the seller even if the buyer is in the ordinary course of business, unless the buyer also satisfies the requirements of Iowa Code Section 554.9320(h), which deals with certain federal preemption rules and specific notice requirements for buyers of farm products. In this case, the buyer is purchasing farm products from a farmer who has granted a security interest to a lender. The buyer is acting in the ordinary course of business. The critical factor is whether the buyer takes free of the perfected security interest. Under Iowa law, a buyer of farm products in the ordinary course of business takes subject to a perfected security interest unless specific exceptions apply, such as those related to federal programs or specific notice requirements that are not mentioned as being met here. Therefore, the buyer generally takes subject to the lender’s perfected security interest. The lender can enforce its security interest against the farm products in the hands of the buyer.
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Question 27 of 30
27. Question
Agri-Corp, a Nebraska-based agricultural supplier, enters into a security agreement with First National Bank of Des Moines, Iowa, granting the bank a security interest in all of Agri-Corp’s accounts. These accounts arise from the sale of specialized farming equipment to various buyers located throughout Iowa. The equipment is physically present in Iowa at the time of each sale and delivery to the Iowa-based buyers. Agri-Corp’s principal place of business is in Nebraska. First National Bank wants to ensure its security interest in these Iowa-generated accounts is perfected. Under Iowa’s Article 9 of the Uniform Commercial Code, where should First National Bank file its financing statement to achieve perfection of its security interest in these specific accounts?
Correct
The core issue here is the perfection of a security interest in accounts that arise from the sale of goods by a seller who is not located in Iowa, but whose buyer is located in Iowa, and the goods are physically present in Iowa. Under Iowa Code Section 554.9301(1), the location of the debtor determines the proper jurisdiction for filing a financing statement to perfect a security interest in accounts. Iowa Code Section 554.9307(1) further clarifies that if the debtor’s location is in a jurisdiction other than the United States, and the collateral is located in the United States, the debtor’s location is deemed to be the location of the collateral. However, in this scenario, the debtor, “Agri-Corp,” is located in Nebraska. The accounts arise from sales to buyers located in Iowa, and the goods themselves are physically present in Iowa at the time of sale. Iowa Code Section 554.9307(1) states that for accounts, the law of the jurisdiction where the account debtor is located governs perfection, unless the account arises from a sale of goods by a seller that is located in a jurisdiction other than the account debtor’s jurisdiction, and the goods are located in the seller’s jurisdiction. In this case, the goods are not located in the seller’s jurisdiction (Nebraska); they are located in Iowa at the time of sale. Therefore, the perfection of the security interest in the accounts is governed by the law of Iowa, as that is where the account debtors are located and where the sale giving rise to the accounts occurred. Consequently, a financing statement must be filed in Iowa to perfect the security interest in these accounts.
Incorrect
The core issue here is the perfection of a security interest in accounts that arise from the sale of goods by a seller who is not located in Iowa, but whose buyer is located in Iowa, and the goods are physically present in Iowa. Under Iowa Code Section 554.9301(1), the location of the debtor determines the proper jurisdiction for filing a financing statement to perfect a security interest in accounts. Iowa Code Section 554.9307(1) further clarifies that if the debtor’s location is in a jurisdiction other than the United States, and the collateral is located in the United States, the debtor’s location is deemed to be the location of the collateral. However, in this scenario, the debtor, “Agri-Corp,” is located in Nebraska. The accounts arise from sales to buyers located in Iowa, and the goods themselves are physically present in Iowa at the time of sale. Iowa Code Section 554.9307(1) states that for accounts, the law of the jurisdiction where the account debtor is located governs perfection, unless the account arises from a sale of goods by a seller that is located in a jurisdiction other than the account debtor’s jurisdiction, and the goods are located in the seller’s jurisdiction. In this case, the goods are not located in the seller’s jurisdiction (Nebraska); they are located in Iowa at the time of sale. Therefore, the perfection of the security interest in the accounts is governed by the law of Iowa, as that is where the account debtors are located and where the sale giving rise to the accounts occurred. Consequently, a financing statement must be filed in Iowa to perfect the security interest in these accounts.
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Question 28 of 30
28. Question
Prairie Goods LLC, an Iowa-based retailer of handcrafted furniture, granted a security interest in its entire inventory to First National Bank of Des Moines. First National Bank properly filed a financing statement on January 15th. The lease agreement for Prairie Goods LLC’s retail space in Cedar Rapids, Iowa, contained a clause granting the landlord, Mr. Abernathy, a lien on all personal property of the tenant located on the premises to secure payment of rent. Mr. Abernathy did not file a financing statement nor did he send any written notification to First National Bank regarding his lien. On March 1st, Prairie Goods LLC defaulted on both its loan to First National Bank and its rent payments to Mr. Abernathy. If both parties attempt to assert their rights against the inventory, which of the following accurately describes the priority of their claims under Iowa’s Article 9 of the Uniform Commercial Code?
Correct
This question tests the understanding of attachment and perfection of a security interest in inventory, specifically concerning the notification requirements for a landlord’s lien to gain priority over a secured party. In Iowa, under Article 9 of the UCC, a landlord’s lien is generally subordinate to a prior perfected security interest in the collateral. However, Iowa Code § 570.1 grants landlords a lien on crops grown on leased premises and on the property of the tenant. For non-crop property, the landlord’s lien is typically created by contract or lease agreement. To gain priority over a secured party whose interest has attached and been perfected, a landlord must generally provide notice to the secured party. This notice is crucial for the landlord’s lien to have priority over the secured party’s interest in the tenant’s goods located on the leased premises. Without such notice, the prior perfected security interest will prevail. Therefore, the secured party’s perfected security interest in the inventory of “Prairie Goods LLC” will have priority over any unperfected or unperfected-priority landlord’s lien, as the landlord failed to provide the requisite notice. The key concept here is the priority rules established in Article 9, which generally prioritize perfected security interests over unperfected claims, and the specific notice requirement for landlords to achieve priority over certain goods on their premises. The absence of notice means the landlord’s lien does not meet the criteria for superpriority in this context under Iowa law.
Incorrect
This question tests the understanding of attachment and perfection of a security interest in inventory, specifically concerning the notification requirements for a landlord’s lien to gain priority over a secured party. In Iowa, under Article 9 of the UCC, a landlord’s lien is generally subordinate to a prior perfected security interest in the collateral. However, Iowa Code § 570.1 grants landlords a lien on crops grown on leased premises and on the property of the tenant. For non-crop property, the landlord’s lien is typically created by contract or lease agreement. To gain priority over a secured party whose interest has attached and been perfected, a landlord must generally provide notice to the secured party. This notice is crucial for the landlord’s lien to have priority over the secured party’s interest in the tenant’s goods located on the leased premises. Without such notice, the prior perfected security interest will prevail. Therefore, the secured party’s perfected security interest in the inventory of “Prairie Goods LLC” will have priority over any unperfected or unperfected-priority landlord’s lien, as the landlord failed to provide the requisite notice. The key concept here is the priority rules established in Article 9, which generally prioritize perfected security interests over unperfected claims, and the specific notice requirement for landlords to achieve priority over certain goods on their premises. The absence of notice means the landlord’s lien does not meet the criteria for superpriority in this context under Iowa law.
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Question 29 of 30
29. Question
Consider a scenario in Iowa where “AgriCorp,” a farming enterprise, grants a security interest in its harvesting equipment to “First Farm Bank” to secure a loan. First Farm Bank diligently files a UCC-1 financing statement on March 1st. Subsequently, AgriCorp, facing a cash flow shortage, obtains another loan from “Rural Community Credit Union,” granting them a security interest in the same harvesting equipment. Rural Community Credit Union files its UCC-1 financing statement on April 1st. Both loans are for the purchase of the equipment. If AgriCorp defaults on both loans, which financial institution holds the superior security interest in the harvesting equipment according to Iowa’s Article 9 of the Uniform Commercial Code?
Correct
The core issue here revolves around the priority of security interests when a debtor defaults on multiple obligations secured by the same collateral. In Iowa, as under general Article 9 of the Uniform Commercial Code, perfection is key to establishing priority. A security interest is perfected when it has attached and when a financing statement has been filed, or possession of the collateral is taken, or control is obtained, depending on the type of collateral. Here, both Bank A and Bank B have perfected security interests in the same equipment. Bank A perfected its security interest on March 1st by filing a financing statement. Bank B perfected its security interest on April 1st by filing a financing statement. When multiple secured parties have perfected security interests in the same collateral, the general rule under UCC § 9-322(a)(1) is that priority is determined by the order of filing or perfection, whichever occurs first. Since Bank A filed its financing statement and thus perfected its security interest on March 1st, and Bank B perfected its security interest on April 1st, Bank A’s security interest has priority over Bank B’s security interest. This priority is maintained even though Bank B’s loan was made earlier in time, as perfection, not the making of the loan, generally dictates priority among perfected secured parties. The fact that Bank B had knowledge of Bank A’s prior filing does not alter this priority rule in this scenario.
Incorrect
The core issue here revolves around the priority of security interests when a debtor defaults on multiple obligations secured by the same collateral. In Iowa, as under general Article 9 of the Uniform Commercial Code, perfection is key to establishing priority. A security interest is perfected when it has attached and when a financing statement has been filed, or possession of the collateral is taken, or control is obtained, depending on the type of collateral. Here, both Bank A and Bank B have perfected security interests in the same equipment. Bank A perfected its security interest on March 1st by filing a financing statement. Bank B perfected its security interest on April 1st by filing a financing statement. When multiple secured parties have perfected security interests in the same collateral, the general rule under UCC § 9-322(a)(1) is that priority is determined by the order of filing or perfection, whichever occurs first. Since Bank A filed its financing statement and thus perfected its security interest on March 1st, and Bank B perfected its security interest on April 1st, Bank A’s security interest has priority over Bank B’s security interest. This priority is maintained even though Bank B’s loan was made earlier in time, as perfection, not the making of the loan, generally dictates priority among perfected secured parties. The fact that Bank B had knowledge of Bank A’s prior filing does not alter this priority rule in this scenario.
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Question 30 of 30
30. Question
FarmTech Corporation, a supplier of specialized agricultural equipment, extended credit to Prairie Growers LLC for the purchase of new seed inventory. FarmTech properly filed a financing statement on January 20th to perfect its security interest in the seed inventory. Prairie Growers LLC had previously granted a security interest in all its inventory to AgroFarm Bank, which had properly filed its financing statement on January 15th. On January 18th, FarmTech sent an authenticated notification to AgroFarm Bank stating that FarmTech expected to acquire a PMSI in Prairie Growers LLC’s seed inventory. Prairie Growers LLC received possession of the seed inventory on January 25th. Which party has priority in the seed inventory under Iowa’s Article 9 of the Uniform Commercial Code?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Iowa Code § 554.9324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder meets certain requirements. These requirements include: (1) the PMSI is perfected when the debtor receives possession of the inventory; (2) the PMSI holder gives an authenticated notification to any secured party whose security interest has already been perfected if the conflicting interest is perfected by filing; and (3) the notification is received by the conflicting secured party before the debtor receives possession of the inventory. In this case, AgroFarm’s security interest was perfected by filing on January 15th. FarmTech’s PMSI was perfected by filing on January 20th. Crucially, FarmTech sent its notification to AgroFarm on January 18th, which was before the debtor received possession of the inventory on January 25th. Therefore, FarmTech’s PMSI has priority over AgroFarm’s security interest in the inventory. The calculation is not a mathematical one but a determination of priority based on the timing of perfection and notification relative to the debtor’s possession of the collateral. The core concept is the special priority rules for PMSIs in inventory, which require timely notification to prior perfected secured parties. This notification rule is designed to alert existing lenders that a new lender is providing financing for inventory, allowing them to make informed decisions about their own collateral position. The perfection of FarmTech’s PMSI on January 20th and the notification sent on January 18th, both occurring before the debtor’s receipt of inventory on January 25th, satisfy the statutory requirements for PMSI priority in inventory under Iowa law.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Iowa Code § 554.9324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder meets certain requirements. These requirements include: (1) the PMSI is perfected when the debtor receives possession of the inventory; (2) the PMSI holder gives an authenticated notification to any secured party whose security interest has already been perfected if the conflicting interest is perfected by filing; and (3) the notification is received by the conflicting secured party before the debtor receives possession of the inventory. In this case, AgroFarm’s security interest was perfected by filing on January 15th. FarmTech’s PMSI was perfected by filing on January 20th. Crucially, FarmTech sent its notification to AgroFarm on January 18th, which was before the debtor received possession of the inventory on January 25th. Therefore, FarmTech’s PMSI has priority over AgroFarm’s security interest in the inventory. The calculation is not a mathematical one but a determination of priority based on the timing of perfection and notification relative to the debtor’s possession of the collateral. The core concept is the special priority rules for PMSIs in inventory, which require timely notification to prior perfected secured parties. This notification rule is designed to alert existing lenders that a new lender is providing financing for inventory, allowing them to make informed decisions about their own collateral position. The perfection of FarmTech’s PMSI on January 20th and the notification sent on January 18th, both occurring before the debtor’s receipt of inventory on January 25th, satisfy the statutory requirements for PMSI priority in inventory under Iowa law.