This question tests the understanding of perfection by possession under Georgia’s Article 9 of the UCC, specifically as it applies to certificated securities. Perfection by possession requires the secured party to have physical control over the collateral. For certificated securities, this means the secured party must obtain physical possession of the certificate. The UCC specifies that possession is established when the secured party has physical control of the certificated security. Filing a financing statement is an alternative method of perfection for many types of collateral, but for certificated securities, possession is the primary and most effective method of perfection. A security agreement alone creates the security interest but does not perfect it. Delivery of the certificated security to the secured party, with the intent to perfect the security interest, constitutes possession. Therefore, the secured party must have physical possession of the stock certificate representing the shares of “Peach State Orchards, Inc.”

In Georgia, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a deposit account requires the secured party to obtain control over the account. Control is defined in O.C.G.A. § 11-9-104 as the secured party being the bank in which the deposit account is maintained, or entering into a signed agreement with the debtor and the bank whereby the bank agrees to comply with instructions directing the disposition of the funds in the deposit account without further consent from the secured party. Merely taking a security agreement that grants a security interest in the deposit account does not establish perfection. Filing a financing statement is generally ineffective for deposit accounts as a method of perfection, as control is the exclusive method. Therefore, for a security interest in a deposit account to be perfected in Georgia, the secured party must achieve control as defined by the UCC.

This scenario involves a purchase money security interest (PMSI) in inventory and the priority rules under Georgia’s Uniform Commercial Code Article 9. For a PMSI in inventory to have priority over a prior perfected security interest in the same collateral, the PMSI holder must satisfy specific notification requirements. Specifically, under Georgia UCC § 9-324(b), the secured party claiming a PMSI in inventory must give notice to any other secured party who has previously filed a financing statement covering the inventory. This notice must be sent before the debtor receives possession of the inventory. The notice must state that the sender has or expects to acquire a PMSI in inventory of the debtor, describing the inventory and the secured party. If the secured party with the prior perfected security interest files a financing statement covering the same inventory, the PMSI holder’s notification must be sent within a specific timeframe. In this case, the prior secured party, Atlanta Bank, perfected its security interest in all of the debtor’s inventory on January 15th. The new lender, Savannah Finance, acquired a PMSI in new inventory on February 1st. For Savannah Finance’s PMSI to have priority over Atlanta Bank’s prior perfected security interest, Savannah Finance must have sent the required notification to Atlanta Bank *before* the debtor received possession of the inventory on February 1st. Since Savannah Finance sent the notification on February 5th, which is after the debtor received possession of the inventory, its notification is too late to establish priority over Atlanta Bank’s pre-existing perfected security interest. Therefore, Atlanta Bank retains its priority.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Georgia law, specifically O.C.G.A. § 11-9-324, a PMSI in inventory is perfected by filing a financing statement and, importantly, by giving notice to any existing secured parties whose security interests are covered by the inventory. The key to maintaining priority for a PMSI in inventory is that the financing statement must be filed *before* the debtor receives possession of the inventory, and the notice must be received by the existing secured party within a specific timeframe. In this case, “Agri-Finance Corp.” has a perfected security interest in all of “Farmstead Produce LLC’s” existing and future inventory. “Seed-to-Sale Loans Inc.” provides financing for specific crops, creating a PMSI in that inventory. For Seed-to-Sale Loans Inc. to have priority over Agri-Finance Corp. concerning the new crop inventory, Seed-to-Sale Loans Inc. must file its financing statement before Farmstead Produce LLC receives possession of the new crop inventory. Furthermore, Seed-to-Sale Loans Inc. must provide notice to Agri-Finance Corp. of its PMSI in inventory. This notice must be in writing and received by Agri-Finance Corp. at a time when it would be effective to prevent Farmstead Produce LLC from receiving possession of the collateral without knowledge of the PMSI, which generally means the notice should be received before or concurrently with the debtor receiving possession. The filing of the financing statement by Seed-to-Sale Loans Inc. occurred on May 1st, and Farmstead Produce LLC received possession of the new crop inventory on May 10th. The notice to Agri-Finance Corp. was sent on April 25th and received on April 28th. Since the filing occurred before the debtor received possession, and the notice was received by Agri-Finance Corp. before the debtor received possession, Seed-to-Sale Loans Inc. has priority in the new crop inventory.

The question pertains to the perfection of a security interest in deposit accounts under Georgia’s Uniform Commercial Code Article 9. Perfection in deposit accounts can only be achieved by control. Control is established when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank with which the deposit account is maintained to comply with instructions from the secured party directing the disposition of the funds in the account without further consent from the debtor. A mere pledge of the account by the debtor to the secured party, without the bank’s agreement to follow the secured party’s instructions, does not grant control. Therefore, the security interest is unperfected if the secured party only has possession of a written pledge from the debtor.

In Georgia, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods is automatically perfected upon attachment. This means that no filing or other action is required for the security interest to be effective against third parties. However, this automatic perfection applies only to purchase money security interests in consumer goods. A consumer good is defined as goods that are used or bought for use primarily for personal, family, or household purposes. If the collateral is not a consumer good, or if the security interest is not a purchase money security interest, then perfection would typically require filing a financing statement or taking possession of the collateral. In this scenario, the collateral is a specialized industrial laser etching machine, which is clearly not a consumer good. Therefore, the PMSI in the industrial laser etching machine would not be automatically perfected. Perfection would require the filing of a financing statement in the appropriate jurisdiction, typically with the Secretary of State, to provide notice to other creditors.

The scenario involves a purchase money security interest (PMSI) in equipment. A PMSI is a security interest taken by a seller or lender to secure payment or performance of an obligation for goods sold or leased that become collateral. For a PMSI in equipment to have priority over a prior perfected security interest in the same collateral, the secured party must satisfy specific requirements under Article 9 of the Uniform Commercial Code, as adopted in Georgia. First, the PMSI must be perfected. Perfection generally occurs upon filing a financing statement. Second, and crucially for priority, the PMSI holder must satisfy the notification requirements for PMSI priority in inventory or other specific situations. However, for equipment, the primary method to achieve superpriority over a prior perfected security interest is by filing a financing statement before or within twenty days after the debtor receives possession of the collateral. Additionally, the secured party must have knowledge of the prior security interest. In this case, Sterling Equipment financed the purchase of specialized manufacturing machinery for Apex Manufacturing. Sterling perfected its PMSI by filing a financing statement on January 15th. However, prior to this filing, First National Bank had already perfected a general security interest in all of Apex’s after-acquired equipment on January 1st. The critical factor for Sterling’s superpriority over First National’s prior perfected security interest in the same equipment is whether Sterling’s filing occurred within the permissible window relative to Apex taking possession, and whether any notification requirements apply and were met. For equipment, the twenty-day grace period for filing after possession is generally sufficient to establish priority over prior unperfected security interests, but not necessarily over prior *perfected* security interests unless the PMSI filing is made *before* the prior interest is perfected or within a specific notification window if applicable. However, the prompt implies a conflict with a prior perfected interest. The general rule for PMSI priority over a prior perfected security interest in equipment is that the PMSI must be perfected *before* the prior secured party’s interest is perfected, or if filed within twenty days of the debtor receiving possession, it will be effective against a buyer or lessee that receives possession of the collateral before the security interest is perfected. But against a prior perfected secured party, the filing must be timely. In this specific scenario, Sterling’s filing on January 15th occurs after First National’s perfection on January 1st. For Sterling to have priority, it would typically need to file its financing statement *before* First National perfected its interest, or satisfy specific notification rules if the collateral was inventory or if there are other statutory exceptions. Since Sterling’s filing is after First National’s perfection, Sterling’s PMSI will generally be subordinate to First National’s prior perfected security interest in the same collateral, unless Sterling’s filing was made within twenty days of Apex receiving possession *and* that filing preempts the prior perfected interest. However, the UCC Article 9, specifically concerning PMSI priority in equipment, states that a PMSI has priority over a conflicting security interest in the same collateral if the PMSI is perfected by filing not later than 20 days after the debtor receives possession of the collateral. This allows the PMSI holder a window to perfect *after* the debtor has possession, and that perfection will relate back to the time the debtor received possession for priority purposes against subsequent interests, but not necessarily against prior perfected interests. Let’s re-evaluate the standard for PMSI priority against a prior perfected secured party. UCC § 9-324(a) states that a PMSI in equipment has priority over a conflicting security interest in the same equipment if the PMSI is perfected by filing not later than 20 days after the debtor receives possession of the collateral. This means that if Sterling filed on January 15th, and Apex received possession on January 10th, Sterling’s filing is within the 20-day window. This filing would grant Sterling priority over any security interest that attached *after* Sterling’s filing, but not necessarily over First National’s prior perfected interest. However, a key element for PMSI priority over a prior perfected secured party is often notification. For PMSIs in inventory, notification is required. For equipment, the priority is generally established by timely filing. If Sterling filed within 20 days of Apex receiving possession, and Apex received possession on January 10th, Sterling’s January 15th filing is timely. The critical question is whether this timely filing grants priority over a *prior perfected* interest. Under UCC § 9-324(a), a perfected PMSI in equipment has priority over a conflicting security interest in the same collateral if the PMSI is perfected by filing not later than 20 days after the debtor receives possession of the collateral. This provision allows the PMSI to gain priority even if filed after the conflicting security interest is perfected, provided the filing is within the 20-day window. Therefore, if Apex received possession on January 10th, Sterling’s January 15th filing is within the 20-day period. This timely filing grants Sterling priority over First National’s prior perfected security interest. The calculation is not numerical but conceptual. The key date for Apex receiving possession is January 10th. Sterling filed on January 15th. The statutory period for PMSI priority in equipment is 20 days after the debtor receives possession. \( \text{January 15th} – \text{January 10th} = 5 \text{ days} \). Since 5 days is less than 20 days, Sterling’s filing is timely. This timely filing gives Sterling’s PMSI priority over First National’s earlier perfected security interest. Therefore, Sterling Equipment’s security interest has priority. Sterling Equipment’s security interest has priority because it filed its purchase money security interest within the statutory twenty-day period after Apex Manufacturing received possession of the collateral. Under Georgia’s Uniform Commercial Code Article 9, specifically § 9-324(a), a purchase money security interest in equipment maintains priority over a conflicting security interest in the same equipment if the purchase money security interest is perfected by filing no later than twenty days after the debtor receives possession of the collateral. In this case, Apex Manufacturing received the machinery on January 10th, and Sterling Equipment filed its financing statement on January 15th. This five-day interval falls within the allowed twenty-day window. This timely perfection of the purchase money security interest grants Sterling Equipment superpriority over First National Bank’s prior perfected security interest, even though First National Bank’s interest was perfected earlier. The rationale behind this rule is to encourage financing for new equipment purchases by allowing the purchase money lender a reasonable period to perfect its interest after the debtor obtains the collateral, ensuring it can secure its position against prior encumbrances.

This scenario involves the perfection of a security interest in a mobile home, which is a unique type of collateral. Under Georgia law, specifically within the framework of Article 9 of the Uniform Commercial Code (UCC) as adopted and interpreted in Georgia, the perfection method for certain goods, including mobile homes, is governed by specific rules. Mobile homes are often considered “goods” for UCC purposes, but their status as fixtures or titled property can alter perfection requirements. When a mobile home is permanently affixed to real property, it may be treated as a fixture. Perfection of a security interest in fixtures is typically accomplished by filing a fixture filing in the real property records. However, if the mobile home retains its character as personal property, or if the security interest is in the mobile home itself as a distinct unit, perfection might be achieved through filing a UCC-1 financing statement in the appropriate jurisdiction. Georgia law, consistent with general UCC principles, prioritizes the method that provides the clearest notice to third-party purchasers and creditors. For mobile homes that are titled, as they often are, perfection of a security interest is generally achieved by noting the security interest on the certificate of title. This method supersedes the UCC filing requirements for perfection of security interests in such collateral. Therefore, to establish a perfected security interest in a mobile home that has a certificate of title, the secured party must ensure the interest is properly noted on that certificate.

In Georgia, when a secured party has a perfected security interest in collateral, and that collateral is sold in a transaction not authorized by the secured party, the secured party generally retains their security interest in the collateral even after the sale. This is known as the “first-to-file-or-perfect” rule, which establishes priority. However, there are specific exceptions. One crucial exception is found in O.C.G.A. § 11-9-320, which deals with buyers in the ordinary course of business. A buyer in the ordinary course of business (BIOC) takes free of a security interest created by the seller, even if the security interest is perfected, unless the buyer knows that the sale is in violation of the security agreement. The key here is that the security interest must have been created by the seller. If the security interest was created by someone else, and the buyer purchased the goods from a person in the business of selling goods of that kind, the buyer generally takes free of that security interest. In the scenario presented, the security interest was granted by “AgriFarm Supplies Inc.” to “Capital Lending LLC” and was perfected. AgriFarm Supplies Inc. then sold the tractor to “Rural Tractors LLC,” a dealer in farm equipment, who then sold it to “Ben Carter.” The sale from AgriFarm Supplies Inc. to Rural Tractors LLC is critical. Rural Tractors LLC, as a dealer in farm equipment, is likely a buyer in the ordinary course of business from AgriFarm Supplies Inc. If AgriFarm Supplies Inc. was the debtor who created the security interest, then Rural Tractors LLC would take free of Capital Lending LLC’s security interest. Subsequently, Ben Carter, purchasing from Rural Tractors LLC, would also take free of Capital Lending LLC’s security interest, assuming Rural Tractors LLC was acting in the ordinary course of its business and Ben Carter had no knowledge of any violation of the security agreement. The explanation focuses on the principles of perfection, priority, and the exceptions for buyers in the ordinary course of business under Georgia’s Article 9. The concept of “created by the debtor” is paramount in determining if a BIOC takes free of a security interest.

In Georgia, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally achieves automatic perfection upon attachment. However, this automatic perfection is limited. When a debtor purchases a consumer good on credit, and the seller retains a security interest in that good to secure the purchase price, that security interest is automatically perfected. This means the secured party does not need to file a financing statement or take possession of the collateral to establish priority against most other parties. This automatic perfection is a significant advantage for sellers of consumer goods. However, it is crucial to understand that this automatic perfection does not provide priority over a buyer who purchases the consumer good in the ordinary course of the seller’s business and who has no knowledge of the security interest. Such a buyer takes the goods free of the security interest. Therefore, while the seller’s PMSI is automatically perfected against most third parties, it is not perfected against all subsequent transferees of the collateral. The scenario presented involves a debtor purchasing a refrigerator on an installment plan, with the seller retaining a security interest. This fits the definition of a PMSI in consumer goods. The seller’s security interest attaches when the debtor receives possession of the refrigerator and has rights in it, and the seller has given value. The perfection is automatic without filing. However, the question asks about priority against a subsequent buyer. A buyer in the ordinary course of business from the seller of consumer goods takes free of a security interest created by the seller, even if the security interest is perfected. This is a specific exception to the general perfection rules. Therefore, if the debtor later sells the refrigerator to another consumer who buys in the ordinary course of the debtor’s (now a consumer seller) business and without knowledge of the original seller’s security interest, that subsequent buyer would take free of the original seller’s security interest. The key is that the original seller’s automatic perfection does not protect against a buyer in the ordinary course of the *debtor’s* business if the debtor is selling the goods. The question implies a transfer from the debtor to another consumer.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Georgia’s Uniform Commercial Code Article 9, a secured party with a PMSI in inventory must satisfy specific requirements to maintain priority over other creditors. These requirements include perfecting the security interest by filing a financing statement and providing notification to any existing secured party who has filed a financing statement covering the same inventory. Specifically, under O.C.G.A. § 11-9-324(b), a secured party with a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder meets two conditions: first, the PMSI is perfected when the debtor receives possession of the inventory; and second, the PMSI holder gives an authenticated notification to any other secured party who has filed a financing statement covering the same inventory. This notification must be sent within a specified timeframe before the debtor receives possession of the inventory. In this case, “FinTech Solutions Inc.” has a PMSI in inventory acquired by “Gadget Emporium LLC.” FinTech Solutions filed its financing statement on March 1st and sent notification to “Capital Corp.” on March 5th. Gadget Emporium received possession of the inventory on March 10th. Since FinTech Solutions perfected its PMSI by filing and provided notification to Capital Corp. before Gadget Emporium received possession of the inventory, FinTech Solutions’ PMSI in the inventory takes priority over Capital Corp.’s earlier, previously perfected security interest in after-acquired inventory. The timing of the notification relative to the debtor’s receipt of possession is crucial for PMSI priority in inventory. The notification must be sent before the debtor receives possession, and the perfection must occur when the debtor receives possession. FinTech Solutions met both these requirements.

In Georgia, when a secured party has a perfected security interest in collateral and the debtor defaults, the secured party has rights regarding the collateral. One primary right is the right to take possession of the collateral. This right is governed by Georgia’s Uniform Commercial Code (UCC) Article 9. Specifically, UCC § 9-609 allows a secured party to take possession of collateral without judicial process if it can be done without breach of the peace. A breach of the peace is a violation of public order. The determination of whether a breach of the peace has occurred is fact-specific, but generally involves actions that would disturb the public tranquility or incite violence. For instance, entering a debtor’s locked garage without permission or using force would likely constitute a breach of the peace. If a breach of the peace is unavoidable or likely to occur during repossession, the secured party must seek judicial assistance. This principle is crucial for maintaining order and preventing disputes that could escalate. The secured party must also consider any commercially reasonable manner of disposition or collection of the collateral after possession is obtained.

In Georgia, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a motor vehicle typically requires notation on the certificate of title. However, there are exceptions. When a security interest is granted by a debtor who is a manufacturer or dealer in inventory, and the collateral is inventory, the general perfection rules for inventory apply. This means that filing a financing statement is the primary method of perfection, not notation on a certificate of title, unless the vehicle is titled in the name of the debtor as a consumer. For a dealer’s inventory, the security interest is perfected by filing a financing statement in accordance with UCC § 9-311(a)(1) and (d). The certificate of title provisions in Georgia, specifically O.C.G.A. § 40-3-50, govern perfection of security interests in vehicles subject to titling laws, but these generally apply to consumer goods or vehicles not held as inventory by a dealer. When the collateral is inventory held by a dealer for sale, the UCC’s rules for inventory financing, which prioritize filing, preempt the certificate of title provisions for perfection against third parties. Therefore, a properly filed financing statement is sufficient to perfect a security interest in a dealer’s inventory of vehicles.

The question revolves around the perfection of a security interest in a deposit account. Under Georgia’s Article 9 of the UCC, a security interest in a deposit account as original collateral can only be perfected by control. Control is established when the secured party becomes the bank’s customer with respect to the deposit account, or when the secured party has the right to direct the disposition of the deposit account. Merely filing a financing statement is insufficient for perfection in deposit accounts. Similarly, possession is not a method for perfecting a security interest in a deposit account. Therefore, the only effective method for perfection in this scenario is for the secured party to obtain control over the deposit account.

In Georgia, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally does not need to be filed to be perfected. This is because possession of the collateral by the secured party or automatic perfection upon attachment for certain types of collateral, like consumer goods, serves as perfection. A PMSI is a security interest taken by a seller of collateral to secure its price, or by a person who gives value to enable the debtor to acquire rights in or the use of collateral if such value is in fact used for that purpose. For consumer goods, which are goods primarily used for personal, family, or household purposes, attachment of the security interest is typically sufficient for perfection against subsequent purchasers of the collateral, provided no filing is made. Filing is generally required for perfection against other creditors and for most other types of collateral. Therefore, when Anya sells a refrigerator to Beatrice for personal use and retains a security interest in it, that security interest is automatically perfected by attachment because the collateral is consumer goods and Anya has a PMSI. No further action, such as filing a financing statement, is required for perfection against subsequent transferees of the refrigerator.

Under Georgia’s Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally has superpriority over other security interests. However, this superpriority is typically lost if the secured party fails to file a financing statement or take possession of the collateral before the debtor’s default. For inventory, a PMSI holder must file a financing statement and, if the inventory is of a type that can be filed and the secured party has knowledge of other secured parties, must notify them. For equipment, a PMSI holder must file a financing statement before or within twenty days after the debtor receives possession of the collateral. In the case of consumer goods, perfection is automatic upon attachment, meaning no filing is required for the PMSI to be effective against most third parties, including subsequent purchasers and lien creditors. However, a fixture filing is required for fixtures. The question centers on the perfection of a PMSI in a consumer good, which, under UCC § 9-309(1), is automatically perfected upon attachment, meaning no further action like filing is required to establish priority against most subsequent interests. Therefore, the creditor’s failure to file a financing statement does not affect the automatic perfection and priority of its PMSI in the consumer goods.

Under Georgia’s Uniform Commercial Code Article 9, the perfection of a security interest in deposit accounts is governed by specific rules. Generally, a security interest in a deposit account can only be perfected by the secured party taking “control” of the account. Control is defined under O.C.G.A. § 11-9-104 as occurring when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank with which the deposit account is maintained to comply with instructions from the secured party directing the disposition of the funds in the deposit account without further consent by the debtor. Filing a financing statement is insufficient to perfect a security interest in a deposit account. Therefore, if a lender has a security interest in a debtor’s deposit account and has only filed a UCC-1 financing statement, their security interest is unperfected. In the event of the debtor’s bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who has the status of a hypothetical lien creditor. The trustee can avoid unperfected security interests. The correct response reflects this unperfected status and its consequences in bankruptcy.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Georgia law, specifically O.C.G.A. § 11-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. The secured party with the PMSI must have perfected its security interest by filing a financing statement before the debtor receives possession of the inventory. Additionally, the secured party must have given an authenticated notification to any other secured party whose previously filed financing statement covers the inventory. This notification must state that the secured party expects to acquire a PMSI in inventory of the debtor, including after-acquired inventory. This notification is effective for five years from the date it is sent. In this case, “Apex Lenders” filed a financing statement covering all of “Garnet Goods'” inventory on January 15, 2023. “Prime Finance Corp.” subsequently acquired a PMSI in new inventory delivered to Garnet Goods. Prime Finance Corp. perfected its PMSI by filing on February 10, 2023, and also sent the required authenticated notification to Apex Lenders on February 1, 2023. Since Prime Finance Corp. perfected its PMSI and provided the requisite notification to Apex Lenders before Apex Lenders’ security interest attached to the newly delivered inventory, Prime Finance Corp.’s PMSI in the new inventory takes priority. The notification requirement is crucial for establishing this superpriority against prior general security interests in inventory.

Under Georgia’s Uniform Commercial Code Article 9, a purchase money security interest (PMSI) in consumer goods generally requires no filing to be perfected. However, a PMSI in inventory or equipment typically requires filing. The scenario describes a security interest in a specialized piece of manufacturing equipment purchased by a Georgia-based company, “Precision Machining Inc.” This equipment is not a consumer good. Therefore, for the security interest granted to “Capital Finance LLC” to be perfected against third parties, Capital Finance LLC must file a financing statement in accordance with UCC § 9-310. Perfection by filing is the standard method for most types of collateral other than consumer goods, deposit accounts, letter-of-credit rights, and chattel paper where possession or control might also suffice. Since Precision Machining Inc. is a Georgia entity and the collateral is located in Georgia, the proper place of filing would be with the Georgia Secretary of State, as per UCC § 9-307 and § 9-501. The absence of filing means the security interest is unperfected, leaving Capital Finance LLC vulnerable to claims from other creditors, particularly a buyer in the ordinary course of business or a subsequent perfected secured party.

The core issue here revolves around the perfection of a security interest in collateral that is subject to a certificate of title. Under Georgia’s Article 9 of the Uniform Commercial Code, specifically O.C.G.A. § 11-9-303 and related provisions concerning perfection by possession or control, a security interest in goods covered by a certificate of title is generally perfected by complying with the certificate of title statute. Georgia’s Certificate of Title Act, O.C.G.A. § 40-3-1 et seq., dictates that the proper method for perfecting a security interest in a motor vehicle is by notation on the certificate of title itself, or by filing a financing statement if the vehicle is not subject to titling requirements, or if the security interest is in inventory. In this scenario, the collateral is a piece of heavy construction equipment, specifically a bulldozer, which is typically a vehicle requiring a certificate of title in Georgia. The secured party, “Builders’ Finance Corp.,” filed a UCC-1 financing statement in the general UCC filing system. This filing is insufficient for perfecting a security interest in a titled vehicle because the exclusive method of perfection for such collateral is by having the lien noted on the certificate of title. The absence of notation on the certificate of title means the security interest is unperfected. Therefore, when “Regional Construction LLC” acquires the bulldozer for value, in the ordinary course of its business, and without knowledge of Builders’ Finance Corp.’s security interest, it takes the bulldozer free of that unperfected security interest. This is because a buyer in the ordinary course of business of goods that are not inventory generally takes free of a security interest created by the seller even if the security interest is perfected. However, the more fundamental point is that the security interest was never properly perfected in the first place for titled goods. Builders’ Finance Corp. failed to follow the statutory requirements for perfection for this specific type of collateral.

In Georgia, a secured party’s rights upon a debtor’s default are governed by Article 9 of the Uniform Commercial Code. Specifically, after a default, the secured party may take possession of the collateral without judicial process if this can be done without breach of the peace. Georgia UCC Section 9-609 outlines this right. The concept of “breach of the peace” is critical and is determined by the totality of the circumstances, focusing on whether the secured party’s actions would tend to cause violence or disturbance. Factors considered include the presence of the debtor or others, the time of day, the location, and the methods used to repossess. If repossession involves entering a dwelling or private garage without consent, it generally constitutes a breach of the peace. However, if the collateral is located in a public place or accessible area, and the repossession can be accomplished without force, intimidation, or creating a disturbance, it is permissible. The secured party must not trespass or use deceptive practices. The question hinges on understanding what constitutes a breach of the peace under Georgia law when attempting to repossess a vehicle from a debtor’s driveway. Entering a closed garage attached to a residence without permission would likely be considered a breach of the peace, as it involves unauthorized entry into a private space.

The scenario describes a purchase money security interest (PMSI) in inventory. Under Georgia law, specifically O.C.G.A. § 11-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. First, the PMSI must be perfected by filing a financing statement before the debtor receives possession of the inventory. Second, the secured party (Apex Financial) must give an authenticated notification to any holder of a conflicting security interest (Bank of Georgia) that the debtor expects to receive inventory from Apex Financial, and that inventory must be received within five years of the notification. In this case, Apex Financial filed its financing statement on January 10, 2023, and Bank of Georgia’s conflicting security interest was already perfected. Apex Financial also sent the required notification to Bank of Georgia on January 15, 2023. The debtor received the inventory on February 1, 2023. Since Apex Financial perfected its PMSI and provided the required notification to Bank of Georgia before the debtor received the inventory, its PMSI in the inventory takes priority over Bank of Georgia’s earlier perfected security interest. Therefore, Apex Financial can repossess the inventory upon default.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Georgia’s Uniform Commercial Code Article 9, a secured party who has a PMSI in inventory must satisfy specific notification requirements to maintain its priority over earlier perfected security interests. Specifically, the secured party with the PMSI in inventory must send an authenticated notification to any secured party who has previously filed a financing statement covering the same inventory. This notification must state that the sender has or expects to acquire a PMSI in inventory of the debtor and must describe the inventory. The notification must be sent within the five-year period before the debtor receives possession of the inventory. In this case, Alpha Bank has a perfected security interest in all of Delta Corp’s inventory. Beta Finance provides Delta Corp with financing for new electronics inventory, creating a PMSI. For Beta Finance to have priority over Alpha Bank’s existing security interest in the same inventory, Beta Finance must send the required notification to Alpha Bank *before* Delta Corp receives possession of the new electronics inventory. The UCC § 9-324(b) explicitly states this requirement for PMSI in inventory. Failure to provide this notification before the debtor receives possession means Beta Finance’s PMSI will not have priority over Alpha Bank’s prior perfected security interest. Therefore, if Beta Finance fails to send the notification to Alpha Bank before Delta Corp takes possession of the electronics, Alpha Bank retains its superior priority.

In Georgia, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a motor vehicle generally requires more than just filing a financing statement. For vehicles covered by a certificate of title, perfection is achieved by notation on the certificate of title itself. This is typically done by presenting the certificate of title, along with the necessary application and fees, to the appropriate state agency responsible for issuing titles, which in Georgia is the Department of Revenue. Filing a financing statement with the Secretary of State, while effective for many types of collateral, is generally insufficient for perfection of a security interest in a titled motor vehicle. The UCC explicitly defers to state certificate of title laws for perfection of security interests in such collateral. Therefore, when a secured party fails to have its lien noted on the certificate of title, its security interest remains unperfected against a buyer who takes possession of the vehicle for value, without knowledge of the security interest, and receives a new certificate of title. This buyer would then have priority.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Georgia law, specifically O.C.G.A. § 11-9-324, a PMSI in inventory has priority over a conflicting security interest in the same inventory. To achieve this priority, the secured party must satisfy several requirements. First, the PMSI must be perfected by filing a financing statement before or within a specified period after the debtor receives possession of the inventory. Second, the secured party must give an authenticated notification to any holder of a conflicting security interest who has filed a financing statement covering the inventory. This notification must be sent before the debtor receives possession of the inventory. In this case, Artisan Bank filed its financing statement and provided notification to Capital Finance prior to or concurrently with the delivery of the equipment to Bellwether Corp. Therefore, Artisan Bank’s PMSI has priority over Capital Finance’s earlier, unperfected security interest. The perfection of Capital Finance’s security interest is irrelevant to Artisan Bank’s priority claim regarding the inventory, as Artisan Bank’s PMSI is properly established and notified. The critical element is the PMSI status and the proper notification and perfection steps taken by Artisan Bank.

This scenario delves into the perfection of a security interest in accounts that are part of a sale of a business. Under Georgia’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts arising from the sale of goods or services is generally perfected by filing a financing statement. However, UCC § 9-109(c)(3) provides an exception for the sale of accounts, chattel paper, payment intangibles, or promissory notes. A security interest created by an assignment of accounts that does not, however, effect a sale of accounts, chattel paper, payment intangibles, or promissory notes is governed by Article 9. The sale of accounts is excluded from Article 9’s scope unless it is a sale of accounts, chattel paper, payment intangibles, or promissory notes. In this case, the transaction is characterized as a sale of accounts, meaning that the UCC Article 9 filing requirements do not apply to perfect the security interest. The buyer of the accounts, assuming the transaction is a true sale, obtains ownership of the accounts and does not need to file a UCC-1 financing statement to perfect their interest against third parties. Therefore, the buyer’s ownership interest in the accounts is established by the purchase agreement itself, and no UCC filing is required for perfection.

The question revolves around the perfection of a security interest in a motor vehicle titled in Georgia. Under Georgia law, specifically O.C.G.A. § 40-3-50, a security interest in a motor vehicle is perfected by notation on the certificate of title. This is the exclusive method for perfection for such collateral. Filing a UCC-1 financing statement with the Secretary of State, as described in O.C.G.A. § 11-9-501, is generally the method for perfecting security interests in personal property, but motor vehicles titled under the Georgia Motor Vehicle Certificate of Title Act are an exception. Therefore, a UCC-1 filing alone is insufficient to perfect a security interest in a car that requires a Georgia title. The creditor must ensure the security interest is noted on the certificate of title issued by the Georgia Department of Revenue. This ensures that subsequent purchasers and other creditors have notice of the security interest. The specific wording in the statute emphasizes that perfection occurs upon compliance with the title law.

In Georgia, when a secured party seeks to enforce its security interest against collateral after a debtor’s default, the Uniform Commercial Code (UCC) Article 9, as adopted in Georgia, outlines specific procedures. One critical aspect is the disposition of collateral. After default, a secured party may sell or otherwise dispose of the collateral in a commercially reasonable manner. The proceeds of such disposition are applied in a specific order: first, to the reasonable expenses of retaking, holding, preparing for disposition, processing, and disposing of the collateral, and, to the extent provided for in the security agreement or by law, reasonable attorney’s fees and legal expenses. Second, the proceeds are applied to satisfy the satisfaction of the obligations secured by the security interest. Third, the proceeds are applied to satisfy the satisfaction of any subordinate security interests or other liens or security interests to which the disposition is expressly made subject. If the secured party has a purchase-money security interest (PMSI) in inventory, the rules for disposition and application of proceeds can be more complex, especially concerning the priority of other secured parties with security interests in the same inventory. Specifically, if the secured party’s interest in inventory is a PMSI, and they have properly perfected their security interest before the debtor received possession of the inventory, and have also given notification to any other secured party entitled to notification under UCC § 9-324(b) (Georgia’s adoption), then their claim to the proceeds from the disposition of that inventory would generally take priority over a previously perfected security interest in after-acquired inventory. This priority is crucial for understanding the distribution of funds.

The scenario involves a secured party, “Grit & Grind Equipment Leasing LLC,” holding a purchase money security interest (PMSI) in a specialized industrial milling machine sold to “Precision Fabricators Inc.” in Georgia. Grit & Grind properly perfected its PMSI by filing a financing statement before or within twenty days after Precision Fabricators took possession of the machine. Subsequently, Precision Fabricators entered into a revolving credit agreement with “First National Bank of Atlanta,” which also obtained a security interest in all of Precision Fabricators’ equipment, including the milling machine. First National Bank of Atlanta perfected its security interest by filing a financing statement. The key issue is the priority between the PMSI holder and the lender with a prior-filed, after-acquired property clause. Under Georgia’s UCC Article 9, a PMSI in goods other than inventory that is perfected within the applicable grace period generally has priority over conflicting security interests in the same goods, even if the conflicting interest was perfected earlier and covers after-acquired property. This is because the PMSI represents a purchase-money lender’s interest, which is favored to encourage commerce. The fact that First National Bank of Atlanta filed first with an after-acquired property clause does not overcome the PMSI priority. The PMSI holder’s perfection is critical. Since Grit & Grind Leasing LLC’s PMSI was properly perfected, it retains priority over First National Bank of Atlanta’s later-perfected, broader security interest in the milling machine. Therefore, Grit & Grind Leasing LLC has priority.

In Georgia, when a secured party has a perfected security interest in collateral, and that collateral is sold in a transaction not authorized by the secured party, the secured party’s rights generally follow the collateral. This means the security interest continues in the collateral even after the sale. However, the Uniform Commercial Code (UCC) as adopted in Georgia, specifically § 9-315(a)(1), states that a security interest attaches to collateral and continues in collateral even if the collateral is sold, exchanged, or otherwise disposed of, unless the secured party authorized the disposition free of the security interest. Furthermore, § 9-315(b) addresses proceeds, stating that a security interest in collateral attaches to any identifiable proceeds of the collateral. In this scenario, the sale of the antique printing press by the debtor, “Press Perfect Inc.,” to “Artisan Press LLC” was not authorized by the secured lender, “Capital Funding Group.” Therefore, Capital Funding Group’s perfected security interest in the printing press continues in the press itself after the sale. Artisan Press LLC, as the buyer, takes the printing press subject to Capital Funding Group’s perfected security interest. Capital Funding Group can enforce its security interest against the printing press in the possession of Artisan Press LLC. The key is that an unauthorized disposition does not extinguish a perfected security interest. The buyer in such a case would need to ensure the collateral is free of liens or obtain a release from the secured party.