The question concerns the perfection of a security interest in deposit accounts under Florida’s Uniform Commercial Code, specifically Article 9. Florida Statute § 679.3121(1)(a) dictates that a security interest in a deposit account as original collateral can only be perfected by control. Control is defined in Florida Statute § 679.1041. For a bank, control is established when the bank becomes the “customer” with respect to the deposit account, or when the bank agrees with the debtor that it will not exercise its right to withdraw funds from the account except on the debtor’s order. In this scenario, Apex Bank holds a perfected security interest in the debtor’s accounts receivable, which includes a deposit account containing proceeds from those receivables. Apex Bank’s security agreement grants it a security interest in the deposit account. However, perfection requires more than just the security agreement. Filing a financing statement is generally not sufficient for perfection in deposit accounts; control is the exclusive method. Since Apex Bank has not obtained control over the deposit account, its security interest is unperfected. Therefore, the security interest of the trustee in bankruptcy, representing the interests of unsecured creditors, would have priority over Apex Bank’s unperfected security interest. This priority is established by Florida Statute § 679.3171(1)(b), which states that an unperfected security interest is subordinate to the rights of a lien creditor, and a trustee in bankruptcy is generally treated as a lien creditor from the commencement of the bankruptcy case.

The scenario involves a buyer of goods in Florida who has perfected a security interest in inventory that was previously subject to a purchase-money security interest (PMSI) held by a supplier. The core issue is the priority between the buyer’s perfected security interest and the supplier’s PMSI. Under Florida’s Uniform Commercial Code Article 9, a buyer of goods who obtains possession of collateral and perfects a security interest in it generally takes priority over a prior unperfected security interest. However, the question specifies that the buyer’s security interest is perfected. The critical point is the nature of the buyer’s security interest. If the buyer is financing the purchase of inventory and has a security interest in that inventory, their priority against other secured parties depends on their perfection status and whether they qualify for certain exceptions. In this case, the buyer is purchasing inventory from a supplier. The supplier has a PMSI in the inventory. The buyer then obtains a security interest in that same inventory, presumably to secure the financing of the purchase or for some other reason, and perfects this interest. The buyer’s security interest, even if perfected, does not automatically divest the supplier’s perfected PMSI. The priority rules under UCC Article 9, as adopted in Florida, dictate that a perfected PMSI generally has priority over a later-perfected security interest in the same collateral, unless specific exceptions apply. One such exception relates to buyers in the ordinary course of business. However, the question states the buyer *obtains* a security interest and perfects it, implying the buyer is acting as a secured party, not merely a buyer of goods. If the buyer were simply purchasing inventory in the ordinary course of business from the supplier, and the supplier’s security interest was properly noted on the title (if applicable) or otherwise perfected, the buyer would take free of the security interest under UCC § 9-320 (as adopted in Florida). But the question frames the buyer as having their own perfected security interest. The supplier’s PMSI, if properly perfected, would typically have priority over any subsequent security interest taken by the buyer in the same inventory, unless the buyer qualifies as a buyer in the ordinary course of business who takes free of the security interest under § 9-320, or if the buyer’s security interest arose from a different transaction that granted them superior rights. However, given the description of the buyer obtaining a security interest in inventory already subject to a supplier’s PMSI, and then perfecting their own interest, the supplier’s perfected PMSI generally retains its priority. The buyer’s perfection, in this context, means they have established their rights against third parties, but it does not inherently defeat the prior perfected PMSI of the supplier. Therefore, the supplier’s perfected purchase-money security interest in the inventory maintains its priority over the buyer’s subsequently perfected security interest in that same inventory. This is a fundamental aspect of secured transactions priority rules, ensuring that the party providing the financing for the acquisition of the collateral (the supplier with the PMSI) is protected.

The core issue here revolves around the perfection of a security interest in accounts, specifically in the context of Florida law and Article 9 of the Uniform Commercial Code. Under UCC § 9-309(2) (as adopted in Florida), a security interest in a “supporting obligation” is automatically perfected if the security interest in the “related account” is perfected. A supporting obligation is defined in UCC § 9-102(a)(77) as a “surety, letter of credit, or other accommodation that supports payment or performance of an obligation.” In this scenario, the promissory note is the primary obligation, and the security interest granted in the LLC membership units serves as collateral for that note. The LLC membership units, in this context, are not accounts. Accounts are defined in UCC § 9-102(a)(2) as “a right to payment of a monetary obligation, whether or not earned by performance.” The membership units represent an ownership interest in the LLC, not a right to payment for goods or services rendered. Therefore, the security interest in the membership units does not fall under the automatic perfection provisions related to supporting obligations or accounts. To perfect a security interest in LLC membership units, which are generally considered a “general intangible” or a “security” under Article 9, a secured party must file a financing statement or, in some limited circumstances, take possession. Filing a financing statement in the jurisdiction where the debtor is located is the standard method for perfecting such interests. Florida’s UCC requires filing in the jurisdiction where the debtor has its chief executive office for an LLC. The explanation focuses on the perfection requirements for LLC membership units, treating them as general intangibles or securities, and highlights that automatic perfection does not apply to this type of collateral. The perfection of the security interest in the promissory note itself is a separate matter and does not automatically perfect the security interest in the collateral securing it.

In Florida, when a secured party has a perfected security interest in collateral and that collateral is sold, exchanged, or otherwise disposed of in a transaction not authorized by the secured party, the security interest generally continues in the collateral unless the secured party authorized the disposition free of the security interest. This is often referred to as the “insecurity” rule or the continuation of perfection. However, if the disposition is authorized, the security interest typically continues in the proceeds of the collateral. Florida Statute 679.315(1)(a) states that a security interest attaches to any identifiable proceeds of collateral. Furthermore, Florida Statute 679.320(1) provides that a buyer in ordinary course of business takes free of a security interest created by the seller even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. In this scenario, the collateral is a specialized piece of medical equipment. The debtor, a medical clinic, sells this equipment to another medical practice. The sale is not authorized by the secured party, “MedFin Corp.” The question then becomes whether the security interest continues in the equipment itself or if it transfers to the proceeds. Since the sale was not authorized by MedFin Corp., the security interest generally continues in the collateral, which is the specialized medical equipment. The buyer, “HealthPro Clinic,” would not be a buyer in the ordinary course of business in this context because the sale was not in the ordinary course of business for the seller if it was conducted in violation of the security agreement and without authorization. Therefore, MedFin Corp.’s perfected security interest continues in the specialized medical equipment now possessed by HealthPro Clinic.

The core issue in this scenario revolves around the priority of security interests when a debtor moves collateral into a new jurisdiction and the secured party fails to reperfect their interest in the new location within the statutory grace period. Florida’s Article 9, consistent with the Uniform Commercial Code, addresses this through its rules on the location of collateral and perfection. Specifically, Florida Statutes § 679.3161 (UCC § 9-316) governs the effect of change in the location of collateral. It states that a security interest perfected in one jurisdiction remains perfected for a period of four months after the collateral is moved into another jurisdiction, or until the expiration of the perfection period in the original jurisdiction, whichever occurs first. After this four-month period, the security interest becomes unperfected unless the secured party files a new financing statement in the new jurisdiction. In this case, First National Bank of Miami perfected its security interest in the specialized milling equipment in Florida. When the debtor relocated the equipment to Georgia, First National Bank had a four-month window to reperfect its interest in Georgia. Assuming the move occurred on January 1st, the four-month period would end on May 1st. If the debtor filed for bankruptcy on May 15th, and First National Bank had not filed a new financing statement in Georgia by that date, its security interest would be unperfected. Under Florida’s Article 9, an unperfected security interest is subordinate to the rights of a buyer of the collateral that gives value and receives delivery of the collateral without knowledge of the security interest, or of a lien creditor. In bankruptcy, the trustee generally has the status of a lien creditor. Therefore, if First National Bank failed to reperfect in Georgia within the four-month grace period, its security interest would be subordinate to the bankruptcy trustee’s claim to the equipment. The fact that the equipment is specialized and its value is tied to its specific use does not alter the perfection rules. The critical element is the failure to maintain perfection in the new jurisdiction.

In Florida, a secured party’s rights upon a debtor’s default are governed by Article 9 of the Uniform Commercial Code (UCC), as adopted by Florida. When a debtor defaults on a secured obligation, the secured party generally has the right to take possession of the collateral. This right to possession is often referred to as “repossession.” However, the UCC imposes strict limitations on how this possession can be obtained. Specifically, UCC § 9-609, as enacted in Florida, prohibits a secured party from “breaching the peace” during repossession. Breaching the peace is a common law concept that has been interpreted by Florida courts to include actions that disturb public order, incite violence, or involve unlawful entry onto premises where the collateral is located without consent or legal authority. For instance, entering a debtor’s locked garage without permission or using force against the debtor or others present would likely constitute a breach of the peace. If a secured party breaches the peace during repossession, they may be liable for damages, and the disposition of the collateral may be rendered commercially unreasonable, potentially affecting their ability to recover the full amount owed. Therefore, a secured party must exercise caution and adhere to legal and ethical boundaries when seeking to repossess collateral in Florida. The question tests the understanding of the secured party’s right to possession versus the prohibition against breaching the peace. The correct answer reflects the secured party’s ability to take possession without judicial process, provided the peace is not breached, and avoids options that suggest a requirement for judicial intervention or permit actions that would breach the peace.

The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Florida’s Uniform Commercial Code, Article 9, a security interest in a deposit account can only be perfected by control. Control is established when the secured party is the bank 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 deposit account. In this case, Horizon Bank has a perfected security interest in the deposit account of Coastal Properties because Horizon Bank is the bank with which the deposit account is maintained. This provides Horizon Bank with automatic control. The subsequent agreement between Coastal Properties and Gulf Coast Credit Union, even with Gulf Coast Credit Union taking possession of the account statements, does not grant them control because they do not have the bank’s agreement to comply with their instructions. Therefore, Horizon Bank’s security interest remains perfected and has priority over any unperfected security interest held by Gulf Coast Credit Union. The Uniform Commercial Code, specifically Florida Statute § 679.314, dictates that perfection in deposit accounts is solely through control, and possession of statements is insufficient for perfection.

The question pertains to the priority of security interests when a debtor defaults on multiple obligations secured by the same collateral. In Florida, as under Article 9 of the Uniform Commercial Code, the general rule for priority among secured parties is first-to-file or first-to-perfect. However, purchase-money security interests (PMSIs) in inventory have specific rules regarding perfection and priority. A PMSI in inventory must be perfected by a method described in Florida Statute § 679.312(3) to have priority over a conflicting security interest in the same inventory. This requires the PMSI holder to have perfected its security interest before the debtor receives possession of the inventory. Furthermore, the PMSI holder must notify any other secured party who previously filed a financing statement covering the same inventory, and this notification must be sent within five years before the debtor receives possession of the inventory. In this scenario, Coastal Bank perfected its security interest in all of Amelia’s inventory on January 15th. Subsequently, Sunshine Finance obtained a PMSI in Amelia’s new inventory and perfected it on February 1st. The critical factor is that Sunshine Finance failed to provide the required notification to Coastal Bank, which had a prior filed and perfected security interest in the same collateral. Without this notification, Sunshine Finance’s PMSI in inventory does not take priority over Coastal Bank’s earlier perfected security interest. Therefore, Coastal Bank has priority regarding the inventory acquired by Amelia after February 1st.

This question tests the understanding of the perfection and priority rules for security interests in fixtures under Florida’s Article 9 of the Uniform Commercial Code. Specifically, it focuses on the timing of perfection relative to the fixture filing and the impact of a prior perfected security interest in the goods before they become fixtures. Under Florida Statute § 679.334(3), a perfected security interest in goods that are or become fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the real property if the fixture filing is not made before the goods become fixtures. However, there is an exception. Florida Statute § 679.334(4) provides that a perfected security interest in fixtures has priority over a conflicting interest of a holder of an interest in the real property if the fixture filing is made in accordance with § 679.5011 before the interest of the holder in the real property is of record. In this scenario, Apex Bank perfected its security interest in the industrial machinery by filing a financing statement on January 15, 2023. This machinery was then installed in the building owned by Bayfront Properties on February 1, 2023, making it a fixture. Bayfront Properties had a mortgage recorded on January 10, 2023, which is a prior recorded interest in the real property. Apex Bank then filed a fixture filing on March 1, 2023. Since Apex Bank’s fixture filing occurred *after* the goods became fixtures and *after* Bayfront Properties’ mortgage was recorded, Apex Bank’s security interest in the fixtures is subordinate to Bayfront Properties’ mortgage. The perfection by filing a regular UCC financing statement on January 15, 2023, is effective against other creditors and purchasers of the goods as collateral, but it does not grant priority over prior real property interests once the goods become fixtures, unless a proper fixture filing is made in a timely manner. The timely manner, in this context, means before the goods become fixtures or before the real property interest is recorded. Because Apex Bank’s fixture filing was untimely, it cannot establish priority over Bayfront Properties’ prior recorded mortgage.

The core issue here is determining the priority of competing security interests in collateral that has been transferred. Under Florida’s Uniform Commercial Code Article 9, specifically focusing on the rights of transferees of collateral and the perfection of security interests, we analyze the situation. First, ABC Corp perfected its security interest in the heavy machinery by filing a financing statement in Florida, where the debtor, XYZ Manufacturing, is located. When XYZ Manufacturing sells the machinery to Sunshine Construction, Sunshine Construction becomes a buyer in the ordinary course of business (BIOC). A BIOC generally takes free of a security interest created by the seller even if the security interest is perfected and even if the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. In this case, there is no indication that Sunshine Construction knew the sale violated ABC Corp’s security agreement. Therefore, ABC Corp’s perfected security interest generally continues in the collateral, but Sunshine Construction, as a BIOC, takes the machinery subject to ABC Corp’s security interest. However, the question asks about the *priority* of ABC Corp’s interest against any potential new security interest taken by First National Bank from Sunshine Construction. First National Bank, by taking a security interest in the machinery from Sunshine Construction, would need to perfect its interest. If Sunshine Construction grants a security interest in the machinery to First National Bank, and First National Bank properly perfects its security interest, its priority will be determined by the UCC’s rules. Since ABC Corp’s security interest was already perfected in the collateral before it was transferred to Sunshine Construction, and Sunshine Construction took the collateral subject to that interest, ABC Corp’s perfected security interest has priority over any subsequently perfected security interest taken by First National Bank from Sunshine Construction, assuming ABC Corp’s security interest remains perfected. Florida Statute 679.316(1)(a) states that the secured party’s perfection is not impaired by a transfer of collateral. Therefore, ABC Corp’s prior perfected security interest maintains its priority.

In Florida, a secured party’s rights upon a debtor’s default are governed by Article 9 of the Uniform Commercial Code. When a debtor defaults on a secured loan, the secured party generally has the right to take possession of the collateral. This right is often referred to as repossession. However, the method of repossession must not breach the peace. A breach of the peace occurs when actions taken by the secured party are likely to cause violence or public disturbance. This includes entering a debtor’s dwelling without consent or using force. If the secured party breaches the peace during repossession, they may be liable for conversion or other torts. In the scenario presented, the secured party, “Ocean Breeze Marine,” attempts to repossess a boat from the debtor, “Coral Cay Charters.” The debtor has defaulted on their loan. Ocean Breeze Marine’s representative, acting on behalf of the secured party, enters Coral Cay Charters’ private dock, which is attached to the debtor’s waterfront property, and takes the boat. Accessing a private dock attached to a debtor’s dwelling without consent, even if the boat is moored there, can be construed as a breach of the peace under Florida law and UCC § 9-609. The UCC permits repossession without judicial process, but the method must be commercially reasonable and not disturb public order or personal security. The act of entering private property, even a dock, without permission to seize collateral is a critical factor in determining if a breach of the peace has occurred. The question hinges on whether this specific action constitutes a breach of the peace. Given that the dock is part of the debtor’s private premises, unauthorized entry and seizure from that location is generally considered a breach of the peace, as it infringes upon the debtor’s possessory rights to their property in a manner that could lead to confrontation.

The scenario involves a dispute over collateral in Florida. A secured party, ‘Coastal Capital’, has a perfected security interest in all of ‘Seaside Builders’ inventory, including goods that have been processed or manufactured. Seaside Builders sells custom-made cabinetry to various clients. One client, ‘Oceanfront Properties’, purchases a large order of cabinetry. Before Seaside Builders delivers the final shipment and receives full payment, Seaside Builders files for bankruptcy. The question revolves around whether Coastal Capital’s security interest extends to the partially completed cabinetry and raw materials that were specifically allocated to Oceanfront Properties’ order. Under Florida’s Article 9 of the Uniform Commercial Code, a security interest generally attaches to identifiable proceeds of collateral. Furthermore, a security interest in inventory typically covers goods that are manufactured, processed, or otherwise produced from the collateral. In this case, the raw materials and partially completed cabinetry represent identifiable proceeds of the initial inventory and are also considered after-acquired property or accessions to the existing inventory, depending on the exact stage of completion and integration. Florida Statute 679.315, which deals with the disposition of collateral and proceeds, is relevant here. It establishes that a security interest continues in collateral even if it is sold, exchanged, or otherwise disposed of, and it also continues in any identifiable proceeds of the collateral. The key is whether the partially completed goods and raw materials can be identified as belonging to Oceanfront Properties’ order and whether they constitute proceeds or are covered by the after-acquired property clause in Coastal Capital’s security agreement. Given that the security interest is in “all inventory,” which would encompass raw materials and work-in-progress, and the goods are specifically allocated to a particular buyer, Coastal Capital’s perfected security interest would extend to these items as they are identifiable proceeds and part of the overall inventory subject to the security agreement. The bankruptcy trustee’s claim would be subordinate to Coastal Capital’s perfected security interest. Therefore, Coastal Capital retains its perfected security interest in the partially completed cabinetry and raw materials allocated to Oceanfront Properties.

The scenario involves a dispute over priority between a purchase money security interest (PMSI) in inventory and a prior perfected security interest in after-acquired inventory. Under Florida’s Uniform Commercial Code Article 9, a PMSI holder in inventory must satisfy specific requirements to achieve superpriority over an earlier perfected security interest in the same collateral. These requirements, as outlined in Florida Statutes Section 679.324, 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 that has a perfected security interest in the inventory or accounts that may be derived from the inventory, and that notification must be sent before the debtor receives possession of the inventory; and 3) the notification must describe the inventory by item or type. In this case, “Coral Reef Capital” (CRC) perfected its security interest in “Marine Innovations Inc.’s” (MII) after-acquired inventory on January 15, 2023. “Oceanic Finance Group” (OFG) later obtained a PMSI in new inventory purchased by MII, perfecting its interest on March 1, 2023. For OFG’s PMSI to have priority over CRC’s earlier perfected security interest, OFG must have provided the required notification to CRC *before* MII received possession of the new inventory. The facts state that OFG sent the notification on March 1, 2023, the same day it perfected its interest, and after MII had already received possession of the inventory. Therefore, OFG failed to meet the prerequisite of providing notice before the debtor’s receipt of the inventory. Consequently, CRC’s prior perfected security interest in the after-acquired inventory has priority over OFG’s PMSI.

The scenario involves a purchase money security interest (PMSI) in inventory. In Florida, as under the general provisions of UCC Article 9, a PMSI in inventory requires a secured party to provide notification to any existing secured party who has filed a financing statement covering the same inventory prior to the filing of the PMSI financing statement. This notification must be sent within a specified timeframe before or after the debtor receives possession of the inventory. Specifically, Florida Statutes Section 679.324(3) governs PMSIs in inventory. This statute requires that the PMSI holder send an authenticated notification to any secured party whose security interest has attached to the inventory and who has filed a financing statement covering that inventory. The notification must be sent within twenty days after the debtor receives possession of the inventory. The purpose of this notification is to alert prior secured parties of the new PMSI, allowing them to evaluate their position and potentially take action. Failure to provide this notification can result in the PMSI holder losing priority over the inventory subject to the prior security interest. In this case, Apex Bank has a prior perfected security interest in all of Zenith Corp’s inventory. Lumina Finance advances funds to Zenith Corp for the purchase of new inventory, creating a PMSI. Lumina Finance files its financing statement. However, Lumina Finance fails to send the required notification to Apex Bank within the statutory twenty-day period after Zenith Corp received possession of the new inventory. Therefore, Lumina Finance’s PMSI in the new inventory will not have priority over Apex Bank’s pre-existing security interest, as the notification requirement under Florida law was not met.

This question tests the understanding of perfection by possession under Florida’s Article 9 of the Uniform Commercial Code, specifically concerning certificated securities. Under UCC § 9-313(a), perfection by possession occurs when the secured party has physical control over the collateral. For certificated securities, control is achieved through physical possession of the certificate, as defined in UCC § 8-106. The scenario describes a pledge of stock certificates for a loan. The lender’s failure to take physical possession of the original stock certificates means they have not perfected their security interest by possession. While filing a financing statement would perfect a security interest in general intangibles or investment property if certificated securities were uncertificated, the question focuses on the method of perfection via possession. Therefore, the security interest remains unperfected by possession. The correct answer reflects this lack of perfection by possession.

In Florida, a secured party’s rights upon a debtor’s default are governed by Article 9 of the Uniform Commercial Code. When a debtor defaults on a secured obligation, the secured party generally has the right to take possession of the collateral. This right is often referred to as repossession. However, the method of repossession is crucial. Article 9 permits repossession without judicial process if it can be done without a breach of the peace. A breach of the peace occurs when the secured party’s actions disturb public order or tranquility, or when they involve force, threats, or unlawful entry. For instance, entering a debtor’s locked garage without permission or using excessive force would likely constitute a breach of the peace. If a breach of the peace occurs, the secured party may be liable for damages. Alternatively, the secured party can pursue repossession through a judicial action, such as replevin, which involves obtaining a court order to seize the collateral. This judicial route, while slower, avoids the risk of a breach of the peace. The question presents a scenario where the secured party, “Apex Finance,” attempts to repossess a vehicle. The debtor, Ms. Anya Sharma, is present and expressly objects to the repossession. Apex Finance proceeds despite her objection. This objection, coupled with the potential for confrontation, creates a significant risk of a breach of the peace. Florida courts interpret “breach of the peace” broadly in the context of secured transactions, often finding that proceeding with repossession over the debtor’s explicit objection, especially when the debtor is present, constitutes a breach of the peace. Therefore, Apex Finance’s actions would likely be deemed a breach of the peace, rendering the repossession wrongful. The secured party’s recourse would then be to seek repossession through a court order.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Florida’s Article 9 of the Uniform Commercial Code, a secured party that has a PMSI in inventory must satisfy specific requirements to maintain its priority over other creditors, including other inventory financiers. The core principle for PMSI priority in inventory is that the secured party must have perfected its security interest by filing a financing statement *before* the debtor receives possession of the inventory, and importantly, must also notify any existing secured party who has already filed a financing statement covering the same inventory. This notification must be sent by the PMSI holder to the existing secured party and must be received by that party within a specific timeframe, typically before the debtor receives possession of the inventory, or within a short window thereafter if the notification is properly delivered. In this case, the Bank of Coral Gables had a prior perfected security interest in all of the debtor’s inventory. For the new lender, Sunshine Loans, to achieve superpriority for its PMSI in the new inventory, it needed to file its financing statement and notify the Bank of Coral Gables. The notification must be in writing and must specify the goods covered by the PMSI. The critical element for superpriority is that the notification must be received by the prior secured party *before* the debtor receives possession of the inventory, or, if the prior secured party has filed, the notification must be received by the prior secured party within the five years of the prior filing, and the new lender must have filed its financing statement. Given that Sunshine Loans filed its financing statement and provided notification after the debtor received possession of the inventory, and the notification was sent to the Bank of Coral Gables after the Bank had already filed its financing statement and the debtor received possession, Sunshine Loans’ PMSI is not perfected with superpriority. The Bank of Coral Gables’ prior perfected security interest remains superior.

The core issue in this scenario revolves around the perfection of a security interest in a mobile home, which is treated as a fixture in Florida for purposes of Article 9. Under Florida Statute 679.3012(1)(e), a security interest in goods that are or become fixtures may be perfected by recording an appropriate document in the real property records. A mobile home, when permanently affixed to land, generally falls under this fixture rule. The security agreement between Lakeside Bank and The Shady Pines Development Group created a valid security interest in the mobile homes. Lakeside Bank filed a UCC-1 financing statement, which is typically sufficient for perfecting security interests in personal property. However, because the mobile homes are considered fixtures in Florida, perfection requires compliance with the fixture filing rules. Florida Statute 679.5011(1) states that the filing office for fixture filings is the office designated for the recording of deeds. Therefore, Lakeside Bank’s UCC-1 filing, while effective for general personal property, is insufficient for perfection against subsequent purchasers of the real property or encumbrancers who acquire an interest in the real property without knowledge of the security interest. To achieve perfection against such parties, Lakeside Bank would have needed to record its security agreement or a mortgage in the public records of the county where the real property is located, as if it were a real estate mortgage. Without this real property recordation, Lakeside Bank’s security interest is unperfected as against the buyer of the real property, which is the scenario presented by Mr. Henderson’s purchase. Mr. Henderson, as a buyer of the real property who acquired his interest without knowledge of Lakeside Bank’s security interest, takes the mobile homes free of that unperfected security interest.

The core issue revolves around the perfection of a security interest in a motor vehicle titled in Florida. Under Florida law, specifically Florida Statutes Chapter 319, which governs the titling of motor vehicles, a security interest in a vehicle is perfected by notation on the certificate of title. Article 9 of the Uniform Commercial Code (UCC), adopted in Florida, generally governs security interests. However, UCC § 9-311(a)(2) explicitly states that compliance with a certificate of title statute of a state whose certificate of title statute covers the goods is the method of perfection for goods covered by such a certificate. Florida’s titling statute, § 319.28, Florida Statutes, mandates that the secured party must have its lien noted on the certificate of title to perfect its security interest. Filing a UCC-1 financing statement with the Florida Secretary of State is generally the method for perfecting security interests in personal property, but it is not the exclusive method for motor vehicles where a certificate of title system is in place. Therefore, the failure to have the lien noted on the Florida certificate of title means the security interest is unperfected against a buyer who takes possession of the vehicle for value and without knowledge of the security interest.

The scenario involves a dispute over collateral between a purchase-money security interest (PMSI) holder and a prior perfected security interest holder. In Florida, as under general Article 9 of the UCC, a PMSI in inventory generally has priority over a conflicting security interest in the same inventory if the PMSI requirements are met. These requirements include: (1) the security interest must be a PMSI; (2) the secured party must have perfected the security interest; and (3) the PMSI secured party must have given an authenticated notification to any other secured party who previously filed a financing statement covering the inventory or who was known by the PMSI secured party to have an existing security interest in the inventory before the date of the PMSI filing. The notification must describe the inventory and be sent before the debtor receives possession of the inventory. In this case, Coastal Bank had a prior perfected security interest in all of Ocean’s inventory. Aqua Finance then sold new fishing equipment to Ocean on a PMSI basis. For Aqua Finance’s PMSI to have priority over Coastal Bank’s prior perfected security interest in the same inventory, Aqua Finance must have satisfied the notification requirement. The facts state that Aqua Finance filed a financing statement and sent a notification to Coastal Bank, describing the collateral, before Ocean received possession of the new fishing equipment. This timely notification, coupled with perfection, establishes Aqua Finance’s priority as to the new fishing equipment. Therefore, Aqua Finance’s security interest in the new fishing equipment takes priority over Coastal Bank’s prior perfected security interest in all of Ocean’s inventory.

In Florida, when a secured party has a perfected security interest in collateral, and that collateral is sold or disposed of in a transaction not authorized by the secured party, the security interest generally continues in the collateral. This is a fundamental principle of Article 9 of the Uniform Commercial Code, adopted by Florida. The buyer in the ordinary course of business exception, which allows such buyers to take free of a security interest created by their seller, does not apply when the collateral is sold in a transaction not in the ordinary course of the seller’s business. Furthermore, a buyer of consumer goods, other than a buyer in the ordinary course of business, who buys for value and intends to use the goods for personal, family, or household purposes, takes free of a security interest created by their seller if the secured party has perfected by filing. However, if the secured party perfected by possession or by a PMSI in consumer goods, the analysis shifts. In this scenario, the sale of the antique grandfather clock, which is consumer goods, by the individual owner, not a dealer, to another individual for personal use, means the buyer takes free of the security interest if the secured party had not perfected by filing. If the secured party had filed, the security interest would continue. The question specifies the secured party perfected by filing. Therefore, the security interest continues in the clock even though it was sold to a buyer for personal use. The key is that the buyer is not a buyer in the ordinary course of business from a merchant seller, and the secured party’s filing perfects the interest against subsequent purchasers, including those acquiring consumer goods.

The question revolves around determining the correct filing office for a security interest in a manufactured home that is titled under Florida law. Under Florida Statutes Chapter 320, specifically related to motor vehicle and mobile home titles, a manufactured home is treated as a vehicle for titling purposes. When a security interest is granted in a manufactured home that is titled as a motor vehicle in Florida, the perfection of that security interest is accomplished by filing a lien notation on the certificate of title. This is governed by Florida Statutes Section 319.27, which details the procedures for noting liens on certificates of title. Article 9 of the UCC, while generally governing secured transactions, provides that when a certificate of title law, such as Florida’s, covers a good, perfection is governed by the certificate of title law. Therefore, the filing would not be with the Florida Secretary of State as a UCC-1 financing statement for general goods, nor would it be with the county clerk where the debtor resides or where the collateral is located, as those are typically for unperfected security interests or specific types of collateral not covered by a title certificate. The proper place to perfect a security interest in a titled manufactured home in Florida is by notation on the certificate of title itself, which is managed by the Florida Department of Highway Safety and Motor Vehicles.

In Florida, 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 by the secured party or attachment of the security interest to consumer goods automatically perfects the security interest. However, this automatic perfection is subject to certain limitations, particularly concerning other buyers and creditors. If a debtor defaults on a loan secured by consumer goods and sells those goods to another consumer in an ordinary course of business transaction, the buyer takes the goods free of the PMSI, even if it was automatically perfected. This is a crucial exception to automatic perfection. The question asks about the perfection of a PMSI in consumer goods when the secured party retains possession. Possession by the secured party is a method of perfection under UCC Article 9. When a secured party has possession of the collateral, the security interest is perfected. For consumer goods, possession is a valid method of perfection, and in many cases, filing is not required for perfection of a PMSI. The scenario describes a secured party who has a PMSI in a refrigerator, which is a consumer good, and has retained possession of the refrigerator. Therefore, the security interest is perfected by possession. The key concept here is that possession itself perfects the security interest in most collateral, including consumer goods. While filing is the most common method of perfection for many types of collateral, possession offers an alternative that bypasses the need for public notice through filing for certain goods.

The scenario involves a secured party, “Oceanic Yachts Inc.”, holding a security interest in inventory owned by a debtor, “Coral Coast Marine LLC,” located in Florida. Oceanic Yachts Inc. properly perfected its security interest in the inventory by filing a financing statement in Florida. Coral Coast Marine LLC then sells a boat from its inventory to a buyer in the ordinary course of business, “Sunny Day Cruises Inc.” 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. Florida law, consistent with UCC Article 9, generally protects BIOCs from unperfected security interests and, in most cases, perfected security interests created by their seller. Since Sunny Day Cruises Inc. purchased the boat in the ordinary course of business from Coral Coast Marine LLC, which is in the business of selling boats, Sunny Day Cruises Inc. takes the boat free of Oceanic Yachts Inc.’s security interest. This is a fundamental principle designed to facilitate commerce by ensuring that ordinary course purchasers can rely on the seller’s apparent ownership and authority to sell. The perfection of Oceanic Yachts Inc.’s interest is relevant to its rights against other creditors or purchasers outside the ordinary course, but not against a BIOC in this context. Therefore, Oceanic Yachts Inc. cannot repossess the boat from Sunny Day Cruises Inc.

When a secured party has a perfected security interest in collateral, and that collateral is sold, exchanged, or otherwise disposed of in a transaction not authorized by the secured party, the security interest generally continues in the collateral unless the secured party authorized the disposition free of the security interest. This is often referred to as the “same collateral” rule under Article 9 of the Uniform Commercial Code, which Florida has adopted. However, there is a critical exception for buyers in the ordinary course of business. A buyer in the ordinary course of business, who buys goods in good faith, without knowledge that the sale to him or her is in violation of a security agreement, and from a person who is in the business of selling goods of that kind, takes free of a security interest even if the security interest is perfected. The key here is that the buyer must be a “buyer in the ordinary course of business.” If the buyer is not such a buyer, the perfected security interest will continue in the collateral. In this scenario, the purchase by the antique car collector from the dealership, which is in the business of selling cars, makes the collector a buyer in the ordinary course of business. Therefore, the collector takes the vehicle free of any security interest held by Capital Finance, even though Capital Finance’s security interest was perfected, because the sale was authorized by the dealership’s ordinary course of business.

In Florida, when a secured party has a purchase money security interest (PMSI) in inventory, perfection generally requires filing a financing statement before or within 20 days after the debtor receives possession of the inventory. However, if the goods are consumer goods and the debtor buys them for personal, family, or household purposes, a purchase money security interest is automatically perfected upon attachment. This automatic perfection applies unless the secured party is required to file a financing statement under Florida Statute 679.3101(1) or another provision of Chapter 679. For inventory, the general rule for perfection is filing. Consumer goods are an exception where automatic perfection can occur. The key distinction here is whether the collateral is inventory or consumer goods. If it is inventory, even with a PMSI, filing is the primary method of perfection, and automatic perfection is not the default. If the debtor is a business entity in Florida acquiring goods for resale, these goods would be classified as inventory. Therefore, a PMSI in inventory requires filing to achieve perfection, and automatic perfection does not apply to inventory in Florida. The 20-day grace period for filing after possession begins is a common point of confusion, but perfection is generally effective from the time of filing if the filing occurs before or within that window. However, the question asks about the *method* of perfection for inventory, and filing is the established method, not automatic perfection.

This question delves into the concept of “after-acquired property” and its implications for perfection of security interests under Florida’s Article 9 of the Uniform Commercial Code. When a secured party has a properly perfected security interest in existing collateral, such as inventory, that security interest generally extends to inventory acquired by the debtor after the initial filing, provided the security agreement covers after-acquired inventory. Florida Statute 679.204 explicitly addresses the creation of security interests in after-acquired collateral. In this scenario, the initial filing for the equipment was perfected. The subsequent purchase of new equipment by the debtor constitutes after-acquired property. If the original security agreement contained an after-acquired property clause that encompassed “all equipment,” then the perfected security interest attaches to this newly acquired equipment automatically upon the debtor acquiring rights in it. Therefore, the secured party’s existing perfected security interest in “all equipment” would continue to be perfected in the new machinery without requiring a new filing, as long as the original filing statement remains effective and covers the collateral class. This avoids a lapse in perfection and maintains the secured party’s priority against other potential creditors.

The scenario involves a security interest in a mixed collateral situation. In Florida, under Article 9 of the Uniform Commercial Code, when a security agreement covers both goods that are fixtures and accounts receivable, the priority rules for each type of collateral are generally applied separately. However, the perfection and priority of security interests in fixtures are governed by specific rules that differ from those for general intangibles or accounts. Specifically, perfection in fixtures requires filing a fixture filing in the real property records. When determining priority between a secured party with a perfected security interest in fixtures and a prior perfected security interest in accounts, the UCC prioritizes based on the nature of the collateral. Accounts are generally considered intangible personal property, perfected by filing a financing statement in the appropriate jurisdiction. Fixtures are goods that have become so related to particular real property that an interest in them arises under real property law. In this case, Bank A has a perfected security interest in all of “Debtor Corp’s existing and future accounts receivable.” Bank B has a perfected security interest in “all equipment, including all fixtures, owned by Debtor Corp.” Debtor Corp. then purchases a specialized manufacturing machine for its factory in Miami, Florida, and grants Bank B a purchase-money security interest in it. Bank B properly perfects its security interest in the machine as a fixture by filing a fixture filing in the public records of Miami-Dade County, Florida, and also files a UCC-1 financing statement covering equipment. Bank A’s security interest in accounts is perfected by filing a UCC-1 financing statement in Florida. The critical question is the priority of Bank B’s security interest in the machine (now a fixture) against Bank A’s security interest in the accounts that arise from the sale of goods manufactured using that machine. Article 9 distinguishes between the collateral types. Bank B’s security interest in the fixture is perfected by a fixture filing, which provides priority against subsequent purchasers of the real property and encumbrancers. Bank A’s security interest in accounts is perfected by filing. The priority between Bank A and Bank B is determined by the general priority rules of Article 9, which often look to the time of perfection. However, the nature of the collateral is key. Bank B’s perfected security interest in the fixture itself has priority over a prior perfected security interest in accounts that are derived from the sale of goods produced by that fixture, provided the fixture filing is proper and Bank B’s security interest attached and was perfected before the accounts were created or arose. Under Florida UCC § 679.334, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property, but not necessarily over a prior perfected security interest in accounts. However, the UCC prioritizes the security interest in the fixture itself. Bank B’s perfected purchase-money security interest in the machine as a fixture, properly filed, gives it priority over subsequent claims to that specific collateral. Bank A’s claim is to the accounts. The question is about the priority of the security interest in the *fixture* versus the security interest in the *accounts*. Generally, a perfected security interest in the underlying asset (the fixture) that generates the accounts will have priority with respect to that asset. Bank B’s perfection in the fixture is by fixture filing. Bank A’s perfection is in accounts. Florida UCC § 679.334(8) states that a perfected security interest in fixtures has priority over a conflicting interest of a creditor of the debtor who is not a secured party or a lien creditor. More importantly, Florida UCC § 679.334(3) addresses priority of security interests in fixtures. It states that a secured party with a perfected security interest in fixtures has priority over a conflicting interest of a claimant of an interest in the real property if the fixture filing is in recordable form and is made before the interest of the claimant is of record. This doesn’t directly address accounts. However, the UCC also addresses the relationship between security interests in goods and the proceeds thereof. Bank A’s security interest is in accounts. Bank B’s security interest is in the machine, which is a fixture. The question asks about priority in the *fixture*. Bank B has a perfected purchase-money security interest in the fixture. Bank A has a perfected security interest in accounts. The priority of Bank B’s security interest in the fixture itself is established by its proper fixture filing. This perfected security interest in the fixture would typically have priority over a security interest in accounts that arise from the sale of goods produced by that fixture, especially if Bank B’s interest attached and was perfected before the accounts arose. The UCC’s priority rules are complex in mixed collateral situations, but the perfected security interest in the tangible asset (the fixture) generally takes precedence over a security interest in the intangible proceeds (accounts) generated by that asset when the secured party in the fixture has properly perfected. Therefore, Bank B’s perfected purchase-money security interest in the fixture has priority. The question asks about the priority of Bank B’s security interest in the fixture against Bank A’s security interest in the accounts. Bank B’s perfected purchase money security interest in the fixture, evidenced by its fixture filing, gives it priority regarding the fixture itself. Bank A’s perfected security interest in accounts is distinct. The UCC prioritizes the security interest in the tangible collateral that generates the accounts. Thus, Bank B’s perfected security interest in the fixture has priority over Bank A’s security interest in the accounts generated by the fixture’s use. Final Answer is Bank B.

The scenario describes a situation involving a purchase money security interest (PMSI) in inventory. Under Florida’s Article 9 of the Uniform Commercial Code, for a PMSI in inventory to have priority over a prior perfected security interest in the same collateral, the secured party must satisfy specific notification requirements. Section 9-324(b) of the UCC, as adopted in Florida, mandates that a secured party with 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 and describe the inventory. In this case, the Bank of Coral Gables perfected its security interest in all of AgroSolutions’ existing and after-acquired inventory. Agri-Financing then acquired a PMSI in new inventory delivered to AgroSolutions. To maintain its priority over the Bank’s prior perfected security interest, Agri-Financing needed to provide the required notification to the Bank of Coral Gables before AgroSolutions received the new inventory. Since Agri-Financing failed to provide this notification, its PMSI in the new inventory is subordinate to the Bank’s previously perfected security interest. Therefore, the Bank of Coral Gables has priority over the inventory.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Florida’s Uniform Commercial Code Article 9, a secured party who has a PMSI in inventory must satisfy specific requirements to maintain its priority over other secured parties. Section 679.324(1) of the Florida Statutes outlines these requirements. To achieve priority over a prior perfected secured party, the PMSI holder must: (1) have a PMSI in the inventory; (2) perfect its security interest in the inventory before the debtor receives possession of the inventory; and (3) send an authenticated notification to any prior secured party who has filed a financing statement covering the inventory or is known by the PMSI holder to have an interest in the inventory. This notification must be sent within a specified timeframe, typically before the debtor receives possession of the inventory, and must state that the PMSI holder expects to acquire a PMSI in inventory of the debtor, describing the inventory by item or type. In this case, Coastal Bank’s prior perfected security interest in all of “Artisan Goods Inc.’s” inventory has priority unless the PMSI holder, “Artisan Supplies Co.,” properly perfects and notifies. Artisan Supplies Co. filed its financing statement on January 15th and delivered the inventory on January 20th. The notification was sent on January 18th. This sequence satisfies the statutory requirements. The notification was sent before the debtor received possession of the inventory, and it described the collateral. Therefore, Artisan Supplies Co. has priority over Coastal Bank with respect to the inventory delivered on January 20th.