The perfection of a security interest in collateral that is not covered by a certificate of title, such as inventory or equipment, generally requires the secured party to file a financing statement in the appropriate jurisdiction. Under Missouri law, which largely follows Article 9 of the Uniform Commercial Code, the correct location for filing is typically the office of the Secretary of State of the state where the debtor is located. For a registered organization, such as a corporation or limited liability company, its location is defined as the jurisdiction whose law governs its internal affairs, which is usually the state of incorporation or formation. If the debtor is an individual, their location is their principal residence. The financing statement must contain specific information, including the debtor’s name and mailing address, the secured party’s name and mailing address, and an indication of the collateral covered. Filing a financing statement perfects the security interest against most third parties, including subsequent purchasers and lien creditors. In this scenario, since the debtor, “Ozark Manufacturing Inc.,” is a Missouri corporation, its location for filing purposes under Missouri’s Article 9 is the state of its incorporation. Therefore, the financing statement must be filed with the Missouri Secretary of State. Failure to file in the correct jurisdiction can render the security interest unperfected, making the secured party vulnerable to claims from other creditors.

The core issue in this scenario revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Missouri’s Uniform Commercial Code (UCC) Article 9, a security interest in accounts generally requires filing a financing statement to achieve perfection, unless an exception applies. However, the sale of accounts as part of a sale of substantially all of the assets of a business is treated differently. Missouri UCC § 9-309(3) specifies that a security interest created by an assignment of a right to payment which is a single or a group of related rights to payment arising out of the sale of a business or an enterprise is automatically perfected. This exception applies because the assignment of accounts is intrinsically linked to the sale of the entire business, not a standalone financing arrangement for those accounts. Therefore, no separate filing is required for the security interest to be perfected against third parties. The buyer’s security interest in the accounts, arising from the purchase of the business, is perfected upon attachment.

The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Missouri’s Article 9 of the Uniform Commercial Code, a security interest in a deposit account can only be perfected by control. Control is defined in Section 9-104 of the UCC, which Missouri has adopted. Control is typically achieved when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains an agreement from the bank and the debtor that the bank will comply with instructions from the secured party regarding the deposit account without further consent from the debtor. In this case, AgriBank only has possession of the deposit account statements, which does not equate to control. Furthermore, AgriBank has not obtained a control agreement from the bank holding the deposit account. The filing of a financing statement, while generally required for perfection of many types of collateral, is explicitly stated as insufficient for perfection of a security interest in a deposit account under Section 9-312(b)(1). Therefore, AgriBank’s security interest is unperfected. A perfected security interest generally has priority over unperfected ones. In the absence of perfection, AgriBank’s claim would be subordinate to other perfected secured parties or even unsecured creditors who take appropriate action.

The question pertains to the priority of security interests when a buyer in the ordinary course of business purchases collateral from a seller who has granted a security interest in that collateral to a lender. Under Missouri’s Article 9 of the Uniform Commercial Code, specifically Section 402.9-320, a buyer in the ordinary course of business takes free of a security interest created by the seller even though the security interest is perfected and even though the buyer knows of its existence, unless the buyer knows that the sale is in violation of the security agreement. In this scenario, Ms. Anya is a buyer in the ordinary course of business because she purchased farm equipment in good faith, without knowledge that the sale to her was in violation of the security agreement between Farmstead Equipment LLC and Capital Bank, and in the ordinary course of Farmstead Equipment LLC’s business. Therefore, Ms. Anya takes the farm equipment free of Capital Bank’s perfected security interest. The security interest attaches to the proceeds of the sale, which in this case would be the cash or other consideration Ms. Anya paid to Farmstead Equipment LLC.

No calculation is required for this question. The scenario presented involves a secured party, Meadowlark Farms LLC, which has a perfected security interest in certain farm equipment owned by a debtor, Prairie Harvest Inc. Prairie Harvest defaults on its loan obligations. Under Missouri’s Uniform Commercial Code (UCC) Article 9, after default, a secured party has certain rights regarding the collateral. One of these rights is the ability to take possession of the collateral. This process, often referred to as repossession, must be conducted without breaching the peace. If repossession without judicial process is not practicable or would likely lead to a breach of the peace, the secured party may proceed by judicial action. The question probes the secured party’s options after default when the debtor is not cooperating. A secured party can recover the collateral through a judicial action, such as replevin, or by self-help repossession if it can be done without a breach of the peace. The UCC specifically allows for judicial process to recover collateral when self-help is not feasible. Therefore, initiating a replevin action is a legally permissible and often necessary step for Meadowlark Farms LLC to regain possession of the farm equipment when Prairie Harvest Inc. is actively resisting repossession efforts. The other options are either incorrect interpretations of a secured party’s rights or are not the primary legal recourse when direct repossession is obstructed. For instance, filing a criminal complaint is not the mechanism for enforcing a security interest, and demanding the debtor sell the collateral to satisfy the debt is not a direct enforcement right in this context; rather, disposition of collateral typically follows possession.

In Missouri, when a secured party has a perfected security interest in collateral, and that collateral is sold or disposed of in a transaction that is not authorized by the secured party, the secured party’s rights generally follow the collateral. This principle is known as “perfection continues in proceeds” under Article 9 of the Uniform Commercial Code, as adopted in Missouri. Specifically, if the security interest is perfected when the collateral is sold, it remains perfected in any identifiable proceeds of that collateral, even if the debtor no longer possesses the original collateral. This continuation of perfection is automatic for a period of 20 days. However, to maintain perfection beyond that 20-day period, the secured party must take specific action, such as filing a continuation statement or ensuring that the proceeds are themselves perfected by filing a financing statement in the appropriate jurisdiction covering the proceeds, or if the proceeds are of a type that are perfected by filing and the filing covering the original collateral also covers the proceeds. In the scenario presented, the secured party, AgriBank, had a perfected security interest in the combine. When Farmer Giles sold the combine to a buyer in ordinary course of business, the security interest would generally continue in the proceeds, which in this case would be the cash received from the sale. The critical element for maintaining perfection beyond the initial 20-day period is whether AgriBank took the necessary steps to ensure its security interest remained perfected in the cash proceeds. If AgriBank did not file a new financing statement covering the cash proceeds, or if the original financing statement did not adequately cover cash proceeds in a way that maintains perfection beyond the automatic 20-day period, its security interest in the cash would lapse. However, the question implies a situation where the buyer is aware of the security interest, which could alter the buyer’s status. But focusing on the perfection of the security interest in the cash proceeds themselves, the secured party must ensure its perfection is maintained. Given that AgriBank’s original filing was for the combine, and the proceeds are cash, AgriBank must have taken steps to continue its perfection in the cash. If AgriBank filed a financing statement in Missouri covering the cash proceeds of the combine sale, or if the original financing statement’s description of collateral was broad enough to encompass cash proceeds and the perfection method for cash proceeds (which is typically possession or control, but can also be filing if the original collateral was inventory or accounts) remained effective, then AgriBank would maintain its perfected status. Without evidence of such action, the security interest in the cash proceeds would likely become unperfected after the 20-day grace period. The question implies a failure to maintain perfection in the cash proceeds by not filing a new financing statement or taking other required steps, thus leaving AgriBank unperfected in the cash itself. Therefore, the subsequent lienholder, First National Bank, which properly perfected its security interest in Farmer Giles’s accounts receivable (which would include the cash from the sale if it wasn’t otherwise claimed), would have priority in the cash proceeds. The priority is determined by the order of perfection. Since AgriBank’s perfection in the cash proceeds lapsed, First National Bank’s perfected security interest would attach to the cash.

The core issue here is the priority of security interests when collateral is transferred. Under Missouri’s Article 9 of the UCC, a buyer of goods takes the collateral free of a security interest if the buyer is a buyer in ordinary course of business (BIOC), unless the buyer knows the sale is outside the ordinary course of business. A BIOC is a person that buys goods in good faith, without knowledge that the sale violates the rights of the secured party or other secured party, from a person in the business of selling goods of that kind. In this scenario, “Agri-Solutions Inc.” is a farmer, not a person in the business of selling farm equipment. Therefore, their sale of the tractor to “Farmstead Properties LLC” is not a sale of goods of that kind by a seller in the business of selling goods of that kind. Consequently, Farmstead Properties LLC does not qualify as a buyer in ordinary course of business with respect to the security interest held by “Capital Finance Corp.” Capital Finance Corp. perfected its security interest by filing a financing statement. When a buyer does not qualify as a BIOC, they take the collateral subject to perfected security interests. Thus, Capital Finance Corp.’s perfected security interest remains effective against Farmstead Properties LLC.

The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Missouri’s version of UCC Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, there are exceptions. Specifically, when accounts are sold as part of a sale of a business, the UCC generally treats this as a sale of chattel paper or a general intangible, depending on the specifics, but more importantly, the sale of accounts itself can be a transaction that requires filing. Missouri law, consistent with the UCC, emphasizes that a security interest in accounts is perfected by filing. The question presents a scenario where a lender takes a security interest in the accounts of a Missouri-based business and fails to file a financing statement. This failure to file means the lender’s security interest is unperfected. When the debtor subsequently files for bankruptcy, the trustee in bankruptcy, acting as a hypothetical lien creditor under Section 544 of the Bankruptcy Code, can avoid unperfected security interests. Therefore, the trustee will have priority over the lender’s unperfected security interest in the accounts. The perfection of a security interest in accounts in Missouri requires filing a financing statement in the office of the Secretary of State, unless an exception applies, such as when the account is part of a sale of a business which still generally requires filing to perfect against third parties. The absence of filing leaves the security interest vulnerable to the claims of a hypothetical lien creditor, which the bankruptcy trustee represents.

The question pertains to the priority of security interests when a debtor defaults on multiple secured obligations. In Missouri, as under Article 9 of the Uniform Commercial Code, the general rule for determining priority among secured parties is the “first-to-file-or-perfect” rule. This means that a security interest is senior to another if it is filed or otherwise perfected before the other. However, this rule is subject to exceptions, particularly concerning purchase money security interests (PMSIs). A PMSI in inventory has special perfection requirements, including the need for notice to other secured parties with existing security interests in the same collateral. In this scenario, Sterling Bank has a perfected security interest in all of the debtor’s inventory, including after-acquired inventory. Apex Finance also has a PMSI in the new excavators, which constitutes inventory. To maintain priority over Sterling Bank’s earlier perfected security interest in the same collateral, Apex Finance must satisfy the PMSI perfection requirements for inventory. This includes filing a financing statement and, crucially for inventory, providing notification to Sterling Bank of its PMSI before the debtor receives possession of the excavators. The scenario states that Apex Finance filed its financing statement and provided notice to Sterling Bank. Therefore, Apex Finance’s PMSI in the excavators will have priority over Sterling Bank’s earlier, general security interest in the inventory, including the excavators. The proceeds of the sale of the excavators would also be subject to Apex Finance’s security interest.

No calculation is required for this question. The scenario tests the understanding of perfection by possession under Missouri’s Article 9. Perfection by possession is a method of establishing a secured party’s priority interest in collateral. Under Missouri Revised Statutes Section 400.9-313, a secured party may perfect a security interest in certain types of collateral, such as instruments, tangible negotiable documents, goods, and certificated securities, by taking physical possession of the collateral. For goods, possession is effective from the time the secured party obtains possession and continues only so long as the secured party retains possession. This method is particularly relevant when the collateral is easily transferable or when the secured party wishes to maintain direct control. Unlike filing a financing statement, which provides notice to the public, perfection by possession relies on the physical control of the asset by the secured party to establish priority against other claimants. The effectiveness of possession as a perfection method is contingent upon the secured party’s continuous and exclusive control over the collateral, without any agreement allowing the debtor to retain use or control of the collateral.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Missouri’s Article 9, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the depositary bank itself, or when the debtor has agreed to the bank’s disposition of the funds in the account (a “control agreement”). In this scenario, AgriCorp has a perfected security interest in the grain inventory of Farmstead LLC, which includes the proceeds from the sale of that inventory. The grain was sold to GrainCo, and the proceeds were deposited into GrainCo’s operating account at Commerce Bank. AgriCorp did not take control of this deposit account. Commerce Bank, however, has a prior perfected security interest in all of GrainCo’s assets, including its deposit accounts, which it achieved by virtue of being the depositary bank and thus having automatic control over its customer’s accounts. When GrainCo defaults, Commerce Bank’s security interest in the deposit account, perfected by control, has priority over AgriCorp’s unperfected security interest in the deposit account proceeds. AgriCorp’s security interest attaches to the proceeds, but without perfection, it is subordinate to a perfected security interest or a buyer of the account in the ordinary course of business. Commerce Bank’s automatic perfection in its own deposit accounts constitutes control and therefore a perfected security interest. AgriCorp’s failure to obtain control over the deposit account where the proceeds were deposited means its security interest in that specific asset is unperfected.

The core issue here is determining when a security interest attaches to after-acquired property under Missouri’s Article 9. Attachment occurs when value is given, the debtor has rights in the collateral, and a security agreement is in existence that describes the collateral. For after-acquired property, the security agreement must clearly indicate that it covers such property. In this scenario, “all inventory now owned or hereafter acquired” explicitly grants the secured party a security interest in inventory that the debtor obtains after the initial agreement. Missouri law, consistent with UCC Article 9, recognizes the validity of such after-acquired property clauses, provided they are properly drafted and the debtor has rights in the collateral when it is acquired. The filing of the financing statement perfects the security interest, but attachment is a separate requirement that must be met first. The debtor acquiring the new shipment of specialized medical equipment, which falls under the broad category of “inventory,” means the security interest attaches to this new property at the moment the debtor obtains rights in it, assuming value has been given and the security agreement covers it. The fact that the debtor acquired rights in the new shipment is critical for attachment to occur with respect to that specific after-acquired collateral.

The core issue in this scenario revolves around the perfection of a security interest in deposit accounts under Missouri’s Article 9. Missouri, like most states, follows the general UCC rule that a security interest in a deposit account as original collateral can only be perfected by control. Control is defined under UCC § 9-104 and generally means the secured party is the bank’s customer with respect to the deposit account, or has agreed with the bank that the bank will comply with its instructions concerning the deposit account. In this case, Atlas Bank has a security interest in the deposit account but has not taken steps to obtain control. The deposit account is held at First National Bank. While Atlas Bank has a security agreement and a financing statement, these are insufficient for perfection in a deposit account. Perfection in deposit accounts is an exception to the general rule of filing a financing statement. The debtor, Zenith Enterprises, retains possession of the funds and has not granted control to Atlas Bank. Therefore, Atlas Bank’s security interest is unperfected. When a debtor files for bankruptcy, unperfected security interests are vulnerable to avoidance by the bankruptcy trustee. The trustee, acting as a hypothetical bona fide purchaser for value or a hypothetical lien creditor, can take priority over an unperfected secured party. Thus, the bankruptcy trustee for Zenith Enterprises can avoid Atlas Bank’s unperfected security interest in the deposit account.

The core issue revolves around determining the priority of competing security interests in collateral. In this scenario, both a purchase money security interest (PMSI) and a previously perfected security interest exist. Under Missouri’s Uniform Commercial Code (UCC) Article 9, a PMSI generally has priority over a conflicting security interest in the same collateral, provided certain conditions are met. Specifically, for inventory, the PMSI holder must have perfected its interest by filing a financing statement and provided notification to any previously perfected secured party before the debtor receives possession of the inventory. Here, “AgriHarvest Solutions” (AgriHarvest) has a PMSI in the specialized harvesting equipment. “Midwest Farm Credit” (Midwest) has a prior perfected security interest in all of the debtor’s equipment. For AgriHarvest’s PMSI to have priority over Midwest’s earlier perfected security interest in the same equipment, AgriHarvest must satisfy the PMSI perfection requirements for inventory. This includes filing a financing statement and sending notification to Midwest, the holder of the prior perfected security interest, before the debtor takes possession of the equipment. The facts state that AgriHarvest filed its financing statement and sent notification to Midwest before the debtor, “Prairie Fields Farm,” received the equipment. Therefore, AgriHarvest’s PMSI has priority. The priority of a PMSI in inventory is a critical concept in secured transactions, as it allows a seller of inventory to obtain priority over prior general security interests in the buyer’s assets. This priority is designed to facilitate commerce by enabling inventory financiers to extend credit with confidence. The notification requirement is crucial to inform existing secured parties of the new PMSI.

In Missouri, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in deposit accounts is a critical area. Section 400.9-312(b) of the Missouri Revised Statutes specifically addresses this. Unlike many other types of collateral, perfection in deposit accounts can only be achieved through control. Control is defined in Section 400.9-104 and generally means that the secured party is the bank in which the deposit account is maintained, or the secured party has agreed with the bank in which the deposit account is maintained that the bank will comply with instructions from the secured party directing the disposition of the funds in the deposit account. Filing a financing statement is insufficient to perfect a security interest in a deposit account. Therefore, if a lender fails to obtain control over the deposit account, their security interest remains unperfected. In the event of insolvency proceedings, an unperfected security interest is subordinate to the rights of a buyer of collateral that obtains possession, a lien creditor, and a trustee in bankruptcy. Thus, without control, the lender’s claim to the funds in the deposit account would be unsecured.

The core issue here revolves around the perfection of a security interest in a motor vehicle titled in Missouri. Under Missouri law, which largely follows Article 9 of the Uniform Commercial Code, a security interest in a vehicle that requires a certificate of title is generally perfected by notation on the certificate of title itself, rather than by filing a UCC-1 financing statement. Specifically, Missouri Revised Statutes Section 301.600 outlines the exclusive method for perfecting a security interest in a motor vehicle for which a certificate of title is required. This statute mandates that the secured party must deliver the certificate of title to the Director of Revenue, along with the required application for titling and fee, to have the lien noted thereon. Filing a UCC-1 financing statement with the Secretary of State is generally ineffective for perfecting a security interest in titled motor vehicles, as it does not comply with the statutory requirements for perfection concerning such collateral. Therefore, even though “Auto Finance Corp.” filed a UCC-1, their security interest in the truck would be unperfected as against a buyer in the ordinary course of business who takes possession of the vehicle without knowledge of the security interest, because perfection was not achieved through the titling process. The buyer’s possession of the truck, coupled with the lack of a lien noted on the title, establishes their status as a buyer who takes free of the unperfected security interest.

This question tests the understanding of perfection by possession under Missouri’s Article 9. Perfection by possession is a method of establishing a secured party’s priority interest in collateral. Under Missouri law, which largely follows the Uniform Commercial Code (UCC) Article 9, possession by the secured party is a means to perfect a security interest in certain types of collateral, such as negotiable documents, goods, instruments, and certificated securities. For tangible collateral like goods, the secured party must have actual physical control of the goods. If the collateral is held by a third party, that third party must acknowledge that they are holding the collateral on behalf of the secured party. The key is that the secured party, or a person acting on their behalf, must have dominion and control over the collateral. If the debtor retains possession, or if a third party holds the collateral without acknowledging the secured party’s interest, perfection by possession is not achieved. In this scenario, the collateral, specialized manufacturing equipment, is tangible personal property. The agreement states the equipment is located at a third-party warehouse. For the secured party, Sterling Bank, to perfect its security interest by possession, the warehouse operator must acknowledge holding the equipment for Sterling Bank. Without this acknowledgment, the warehouse operator is simply holding the goods for the debtor, and Sterling Bank’s possession is not established for perfection purposes. Therefore, Sterling Bank’s security interest remains unperfected by possession until such acknowledgment occurs. Filing a financing statement would be an alternative method of perfection, but the question specifically addresses perfection by possession.

In Missouri, when a secured party intends to take possession of collateral after a debtor’s default, the secured party must adhere to specific procedures outlined in Missouri’s version of UCC Article 9. This process is known as repossession or strict foreclosure. However, strict foreclosure, where the secured party retains the collateral in satisfaction of the obligation without a sale, is not automatically permitted. Section 400.9-620 of the Missouri Revised Statutes (Mo. Rev. Stat. § 400.9-620) governs strict foreclosure. For strict foreclosure to be effective, the secured party must send a proposal to retain the collateral to the debtor and, if applicable, to any secondary obligors and other secured parties who have filed financing statements covering the collateral or are known to have an interest in it. These parties then have a specified period to object. If no objection is received, the secured party may retain the collateral. If an objection is received, the secured party must dispose of the collateral through a commercially reasonable sale. In this scenario, the secured party’s failure to send the required notice to the secondary obligor, Ms. Peterson, who is liable for the debt, renders the strict foreclosure ineffective. The UCC’s intent is to provide all interested parties with an opportunity to object to the retention of collateral, thereby protecting their rights. Without this notice, the secondary obligor’s right to object is prejudiced, and the secured party cannot lawfully retain the collateral in full satisfaction of the debt. Therefore, the secured party must proceed with a disposition of the collateral.

The scenario involves a debtor, “Prairie Livestock Co.,” located in Missouri, granting a security interest in its herd of cattle to “AgriBank,” a lender. AgriBank properly files a financing statement with the Missouri Secretary of State. Subsequently, Prairie Livestock Co. sells some of these cattle to “Ozark Feeders,” a buyer also located in Missouri, who has no knowledge of AgriBank’s security interest. The question revolves around whether Ozark Feeders takes the cattle free of AgriBank’s security interest. Under Missouri’s Article 9 of the Uniform Commercial Code, specifically focusing on the rights of buyers of goods, a buyer in the ordinary course of business (BIOC) generally takes free of a security interest created by their seller, even if the security interest is perfected. The definition of BIOC under UCC § 1-201(9) (as adopted and interpreted in Missouri) includes a person who buys goods in good faith, without knowledge that the sale violates the rights of the secured party in the goods, and from a person in the business of selling goods of that kind. Selling cattle is within the ordinary course of business for a livestock company. AgriBank’s security interest, while perfected, does not prevent a BIOC from taking free of it when the collateral is inventory sold in the ordinary course of business. Therefore, Ozark Feeders, as a buyer in the ordinary course of business, would take the cattle free of AgriBank’s security interest. This principle is fundamental to facilitating commerce by ensuring that buyers of inventory can acquire goods without being burdened by prior security interests granted by their sellers, provided they meet the BIOC criteria. The perfection of AgriBank’s security interest is relevant for priority disputes with other secured parties or lien creditors, but not for defeating the rights of a BIOC purchasing inventory in the ordinary course of business.

In Missouri, under Article 9 of the Uniform Commercial Code, when a secured party has a security interest in collateral that is also covered by a purchase-money security interest (PMSI) perfected in another state, and that collateral is brought into Missouri, the perfection rules of Missouri law apply after a certain period. Specifically, Missouri law, mirroring the UCC, generally provides a grace period for the continued perfection of a security interest that was perfected in another jurisdiction. For most types of collateral, this period is twenty days after the collateral arrives in Missouri. If the secured party does not re-perfect their security interest in Missouri within this twenty-day window by filing a UCC-1 financing statement in Missouri, their security interest becomes unperfected as against a buyer of the collateral that gives value and receives delivery of the collateral after the expiration of the twenty-day period. This unperfected status means the secured party loses their priority against such a buyer. The explanation of the timeline and the consequence of failing to re-perfect is key to understanding the priority rules in interstate secured transactions. The core concept here is the conflict of laws principles applied to secured transactions when collateral crosses state lines. Missouri, like other states adopting the UCC, aims to provide a predictable framework for secured creditors, but this framework requires diligence in re-perfecting security interests when collateral is moved into the state. The twenty-day period is a critical window for the secured party to maintain their perfected status and thus their priority.

The core issue here pertains to the perfection of a security interest in accounts that are part of a sale of a business. Under Missouri’s Article 9 of the Uniform Commercial Code, specifically Mo. Rev. Stat. § 400.9-109(a)(3), Article 9 applies to a transaction, regardless of its form, that creates a security interest in personal property or fixtures by sale. This includes sales of accounts. For accounts, a security interest is generally perfected by filing a financing statement, as per Mo. Rev. Stat. § 400.9-310(a). However, Mo. Rev. Stat. § 400.9-309(2) provides an exception: a security interest in a security, or a securities account, or a commodity contract, or a commodity account is perfected when the secured party has control. This exception does not apply to accounts as defined in Article 9, which are generally payment intangibles arising from the right to payment for goods sold or leased or services rendered. The sale of a business, when it includes accounts, is treated as a sale of accounts, and the security interest in those accounts must be perfected by filing. Therefore, the failure to file a financing statement means the security interest in the accounts is unperfected. In bankruptcy, an unperfected security interest is subordinate to the rights of a trustee in bankruptcy, who has the status of a hypothetical lien creditor under 11 U.S.C. § 544. Consequently, the trustee can avoid the unperfected security interest in the accounts.

In Missouri, under Article 9 of the Uniform Commercial Code, the priority of security interests in fixtures is governed by specific rules designed to balance the interests of secured parties with those of real property owners. A security interest in a fixture is generally subordinate to a conflicting interest of a person who has an interest in the real property and who has perfected their interest in the real property before the goods become fixtures. However, there is an exception for purchase-money security interests (PMSIs) in fixtures. If a creditor has a PMSI in goods that become fixtures, and that PMSI is perfected by a fixture filing in the real property records in accordance with Missouri law (which requires the filing to occur before or within twenty days after the goods become fixtures), then that PMSI has priority over prior recorded interests in the real property. This priority extends to readily removable equipment or readily removable replacements of domestic appliances which are consumer goods. Therefore, in this scenario, the bank’s prior perfected security interest in the real property would generally have priority over the equipment financier’s unperfected security interest in the manufacturing machinery, as the machinery became fixtures after the bank’s interest was perfected. However, if the equipment financier had a PMSI and made a timely fixture filing, their interest could gain priority. Since the question states the equipment financier’s interest was unperfected, the bank’s perfected real property interest prevails. The explanation focuses on the general rule of fixture priority and the exception for PMSIs, emphasizing the perfection requirements under Missouri law, which dictates that an unperfected security interest generally loses to a prior perfected real property interest.

Missouri’s adoption of Article 9 of the Uniform Commercial Code governs secured transactions. When a debtor defaults on a secured obligation, the secured party generally has the right to repossess the collateral. However, this right is not absolute and must be exercised without breaching the peace. A breach of the peace occurs when actions taken by the secured party to repossess collateral are likely to cause violence or public disturbance. Factors considered include the use of force, intimidation, entering the debtor’s dwelling without consent, or involving law enforcement in a manner that escalates the situation. In this scenario, the secured party, AgriBank, repossessed the combine harvester from Farmer Giles’s farm. The explanation focuses on whether this repossession, occurring on the farm premises after business hours and without explicit consent to enter the dwelling, constitutes a breach of the peace under Missouri law. AgriBank’s actions are evaluated against the standard of whether they were likely to provoke violence or public disorder. The fact that the repossession occurred on private property, after hours, and without entry into the debtor’s dwelling is crucial. Missouri case law, like many jurisdictions, interprets “breach of the peace” broadly to protect debtors from aggressive or unlawful repossession tactics. While repossession after hours is not inherently a breach, combining it with other factors could lead to such a finding. However, without evidence of force, intimidation, or entry into the dwelling, the actions are generally considered permissible. The question hinges on the absence of these aggravating factors. Therefore, AgriBank’s repossession, as described, would not typically be considered a breach of the peace in Missouri, assuming no other disruptive elements were involved.

In Missouri, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in consumer goods generally does not require a financing statement to be perfected. However, the critical exception to this rule arises when the consumer goods are also fixtures or are titled vehicles. Missouri law, consistent with UCC § 9-303, defines perfection as the secured party having taken the necessary steps to give its security interest priority over the rights of a lien creditor. For consumer goods that are not fixtures or titled vehicles, attachment of the security interest is sufficient for perfection, meaning no filing or possession is required. This is because the UCC presumes that a buyer in the ordinary course of business purchasing such goods would not be expected to search UCC filings for security interests in personal property typically found in a household. The rationale is to facilitate commerce in readily disposable consumer items. Therefore, when Beatrice purchases the washing machine, which is a consumer good and not a fixture or a titled vehicle, and the loan from Sterling Bank is for the purchase of that specific good, Sterling Bank’s security interest is automatically perfected upon attachment. No filing is necessary for this perfection.

The core issue here revolves around the priority of security interests when a debtor defaults and collateral is transferred. In Missouri, as under Article 9 of the UCC, a buyer in the ordinary course of business (BIOC) takes free of a security interest created by their seller, even if the security interest is perfected. This protection is fundamental to facilitating commerce. In this scenario, AgriCorp has a perfected security interest in all of Farmer Giles’s inventory, which includes harvested soybeans. AgriCorp’s perfection is established through a properly filed financing statement. AgriCorp’s security interest attaches to the soybeans when Farmer Giles obtains rights in them. However, the critical factor is the nature of the transaction between Farmer Giles and SeedCo. SeedCo is a buyer of soybeans from Farmer Giles, and it is established that SeedCo is a buyer in the ordinary course of business. This means SeedCo purchased the soybeans in good faith, without knowledge that the sale violated the security agreement between Farmer Giles and AgriCorp, and from a person in the business of selling goods of that kind. Because SeedCo qualifies as a BIOC, its interest in the soybeans is superior to AgriCorp’s security interest, even though AgriCorp’s interest was perfected. AgriCorp’s recourse is against Farmer Giles, not against SeedCo, which took the collateral free of AgriCorp’s security interest. Therefore, SeedCo takes the soybeans free and clear of AgriCorp’s security interest.

The core issue here revolves around the perfection of a security interest in accounts that arise from the sale of goods by a merchant, where the merchant is located in Missouri and the buyer is in Illinois. Under Missouri’s Uniform Commercial Code (UCC) Article 9, specifically concerning the location of the debtor for perfection purposes when dealing with intangible collateral like accounts, the UCC generally looks to the jurisdiction where the debtor has its chief executive office. However, for accounts, the UCC also provides a specific rule for perfection when the collateral is sold or licensed to a buyer or licensee that is located in a jurisdiction other than the one where the seller or licensor is located. In this scenario, the merchant (debtor) is located in Missouri. The accounts arise from the sale of goods. The buyers of these goods are located in Illinois. Missouri UCC Section 9-307(a) states that the law of the jurisdiction where the debtor is located governs perfection and the effect of perfection or non-perfection of a security interest in collateral. For accounts, Missouri UCC Section 9-307(f) provides a special rule: if the assignee of accounts has perfected its security interest in accordance with the law of the jurisdiction where the account debtor is located, then the assignee has perfected its security interest. An “account debtor” is defined as a person obligated on an account, chattel paper, or general intangible. In this case, the Illinois buyers are the account debtors. Therefore, to perfect a security interest in these Missouri-generated accounts, the secured party must comply with the perfection requirements of Illinois law because the account debtors are located there. Illinois UCC Article 9, like Missouri’s, generally requires filing a financing statement to perfect a security interest in accounts. Thus, perfection would be governed by Illinois law.

The core issue here is the perfection of a security interest in accounts that are part of a sale of a business. Under Missouri’s Uniform Commercial Code (UCC) Article 9, a security interest is generally perfected by filing a financing statement. However, there are specific rules regarding the sale of accounts. Missouri UCC § 9-109(a)(3) states that Article 9 applies to a transaction, regardless of form, that creates a security interest in personal property or fixtures, including the sale of accounts. Missouri UCC § 9-309(a) generally provides that a security interest in accounts is perfected when the secured party has possession or control, or when the secured party has filed a financing statement. In this scenario, the sale of accounts is treated as a secured transaction for perfection purposes. The filing of a financing statement is the standard method for perfecting a security interest in accounts. The debtor, “Ozark Outfitters,” is located in Missouri, so Missouri law governs the perfection. The financing statement must be filed in the correct jurisdiction, which for accounts is typically the jurisdiction where the debtor is located. Missouri UCC § 9-307(b) dictates that the location of the debtor determines the jurisdiction for filing. Since Ozark Outfitters is located in Missouri, a UCC-1 financing statement filed with the Missouri Secretary of State is the appropriate method for perfecting the security interest in the accounts sold to “Gateway Financial.” The other options are incorrect because possession is generally not feasible for accounts, and a security agreement alone does not perfect the interest; filing is required. A judgment lien is a separate legal process and does not relate to the perfection of a prior security interest.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Missouri’s Uniform Commercial Code (UCC) 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 in which the deposit account is maintained, or when the debtor has agreed that the bank will comply with instructions from the secured party concerning the balance of the deposit account. In this scenario, “Capital Bank” is the bank where the deposit account is held. “FinTech Solutions Inc.” (the secured party) has entered into a control agreement with Capital Bank. This control agreement explicitly states that Capital Bank will follow FinTech Solutions Inc.’s instructions regarding the deposit account. Therefore, FinTech Solutions Inc. has achieved perfection of its security interest in the deposit account by control. Perfection by filing is not an option for deposit accounts under UCC Article 9. Attachment of the security interest occurred when the debtor, “AgriGrow LLC,” granted the security interest to FinTech Solutions Inc. and received value, but attachment alone does not provide priority against third parties. Perfection is the step that makes the security interest effective against such parties. Because FinTech Solutions Inc. has a control agreement with the depositary bank, its security interest is perfected.

The scenario involves a secured party, “Prairie Ag Services LLC,” which has a perfected security interest in the inventory of “Ozark Grain Co.” Ozark Grain Co. later sells a portion of this inventory to “Riverbend Feed Store” in the ordinary course of business. Under Missouri’s Uniform Commercial Code (UCC) Article 9, specifically concerning the rights of buyers in ordinary course of business, a buyer who purchases goods in the ordinary course of business from a seller engaged in the business of selling goods of that kind takes the goods free of a security interest created by the seller, even if the security interest is perfected and the buyer knows of its existence, unless the buyer also knows that the sale is in violation of the security agreement. This protection is fundamental to facilitating commerce. Therefore, Riverbend Feed Store, having purchased the grain in the ordinary course of Ozark Grain Co.’s business, takes the grain free of Prairie Ag Services LLC’s security interest. The security interest attaches to the proceeds of the sale, not the grain itself in the hands of Riverbend Feed Store.

In Missouri, a secured party’s right to repossess collateral upon default is governed by Article 9 of the Uniform Commercial Code. Section 400.9-609 of the Missouri Revised Statutes outlines the permissible methods for repossession. A secured party may repossess the collateral without judicial process if this can be done without breach of the peace. A breach of the peace is a violation of public order. Courts interpret “breach of the peace” broadly to include not only violent conduct but also actions that would tend to incite violence or disturb public order. For example, entering a debtor’s home without consent, even if the door is unlocked, or using force or threats against the debtor or others present can constitute a breach of the peace. The secured party’s right to repossess is not absolute; it must be exercised reasonably and in a manner that respects the debtor’s property and personal safety. If repossession occurs in a manner that breaches the peace, the secured party may be liable for damages. The statute emphasizes that the secured party may proceed to take possession of the collateral without judicial intervention, but only if the repossession can be accomplished peaceably. This includes the ability to render equipment unusable and to take control of collateral that is part of an electronic chattel paper record. The core principle is to avoid any action that would likely lead to a confrontation or disturbance.