The scenario involves a dispute over collateral priority between a purchase money security interest (PMSI) holder and a prior perfected security interest holder. In Vermont, as under the Uniform Commercial Code (UCC) Article 9, a PMSI generally has priority over a conflicting security interest in the same collateral if the PMSI is perfected when the debtor receives possession of the collateral or within a specified grace period. For inventory, the PMSI must be perfected and the conflicting secured party must have received notification of the PMSI before the debtor receives possession of the inventory. For non-inventory collateral, the PMSI must be perfected within 20 days after the debtor receives possession. In this case, Green Mountain Equipment financed the purchase of specialized harvesting machinery for Maple Ridge Orchards, retaining a PMSI. The machinery is clearly not inventory. Maple Ridge Orchards already had a prior perfected security interest with Capital City Bank covering all of its equipment. Green Mountain Equipment filed its financing statement on October 1st, and Maple Ridge Orchards received possession of the machinery on October 5th. This filing occurred before the debtor received possession. Therefore, Green Mountain Equipment’s PMSI is perfected on time. Under UCC § 9-324(a), a PMSI in goods other than inventory has priority over a conflicting security interest in the same goods if the PMSI is perfected when the debtor receives possession of the collateral or within 20 days thereafter. Since Green Mountain Equipment perfected its security interest by filing on October 1st, and Maple Ridge Orchards took possession on October 5th, the filing was within the 20-day window. Consequently, Green Mountain Equipment’s PMSI has priority over Capital City Bank’s earlier perfected security interest in the same collateral.

The core issue here revolves around the perfection of a security interest in deposit accounts, specifically how a secured party can achieve control. Under Vermont’s Article 9, which largely mirrors the Uniform Commercial Code (UCC) as adopted in most states, a security interest in a deposit account can only be perfected by control. There are three ways to obtain control over a deposit account: (1) by becoming the bank’s customer with respect to the deposit account; (2) by an agreement with the bank in which the bank agrees to comply with the secured party’s instructions concerning the deposit account without further consent by the debtor; or (3) by the bank itself becoming the secured party. In this scenario, the secured party, Green Mountain Bank, has a security agreement with the debtor, Maplewood Farms, covering its accounts, including a specific deposit account held at a different institution, Capital City Bank. Maplewood Farms has instructed Capital City Bank to transfer funds from this account to Green Mountain Bank upon Green Mountain Bank’s demand. However, this instruction, without more, does not grant Green Mountain Bank control under UCC § 9-104 (as adopted in Vermont). The critical missing element is an agreement between Green Mountain Bank and Capital City Bank (the depositary bank) that Capital City Bank will comply with Green Mountain Bank’s instructions regarding the account without further consent from Maplewood Farms. Simply having the debtor instruct the depositary bank to transfer funds is insufficient for perfection by control. The secured party must have the ability to direct the disposition of the funds without the debtor’s intermediary action or consent, which is achieved through a tri-party control agreement or by becoming the customer. Therefore, Green Mountain Bank has not perfected its security interest in the deposit account.

The core issue in this scenario revolves around the perfection of a security interest in intangible collateral, specifically a deposit account, and the priority of competing secured parties. Under Vermont’s Article 9, a security interest in a deposit account as original collateral can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed in writing that the bank will comply with the secured party’s instructions regarding the deposit account, and the bank has acknowledged this in an authenticated record. In this case, Green Mountain Bank (GMB) obtained control over the deposit account by being the bank where the account was held, and by having an agreement with the debtor, “Maplewood Manufacturing,” that allowed GMB to direct the disposition of funds. This perfection by control occurred on May 1st. Later, “Birchwood Capital” filed a financing statement on May 15th, intending to secure its loan with Maplewood’s general intangibles, which would include the deposit account if it were considered such collateral. However, Article 9 explicitly states that a security interest in a deposit account as original collateral is a separate category and is perfected by control, not by filing. Even if Birchwood Capital had filed a financing statement covering the deposit account, its security interest would not be perfected because control is the exclusive method for perfecting a security interest in a deposit account as original collateral. Therefore, GMB’s security interest, perfected by control, has priority over any unperfected security interest or a security interest perfected by filing that is junior in time. Since Birchwood Capital’s filing occurred after GMB obtained control, and filing is not a valid method for perfecting a security interest in a deposit account as original collateral, GMB has priority.

In Vermont, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in inventory generally requires a valid security agreement, attachment of the security interest, and perfection. For inventory, perfection typically occurs through filing a financing statement. However, UCC § 9-324(b) provides a special rule for PMSIs in inventory that allows the secured party to retain its priority over prior perfected security interests in the same inventory if certain conditions are met. These conditions include: (1) the PMSI is perfected when the debtor receives possession of the inventory; (2) the PMSI secured party sends an authenticated notification to any prior secured party entitled to priority under UCC § 9-322(a)(1) (which generally refers to the first to file or first to perfect); and (3) the notification is sent before the delivery of the inventory to the debtor. The notification must describe the inventory by item or type. If these steps are followed, the PMSI in inventory will have priority over a previously perfected security interest in the same collateral.

In Vermont, under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a vehicle typically requires more than just filing a financing statement. While filing is a method of perfection for many types of collateral, vehicles covered by a certificate of title statute are an exception. Vermont, like many states, has a certificate of title statute that governs the perfection of security interests in motor vehicles. Under Vermont law, the security interest is perfected by notation on the certificate of title, not by filing a UCC-1 financing statement with the Secretary of State. Therefore, even if a UCC-1 is filed, it is generally ineffective for perfecting a security interest in a vehicle that requires a certificate of title. The proper method is to have the secured party’s lien noted on the certificate of title issued by the Vermont Department of Motor Vehicles. This ensures that subsequent purchasers and other creditors have notice of the security interest. The question asks about the most effective method of perfection for a security interest in a new automobile purchased in Vermont by a consumer. The UCC specifically carves out an exception for vehicles subject to a certificate of title statute, directing perfection to be accomplished in accordance with that statute. Vermont’s statute requires notation on the title.

Under Vermont’s Uniform Commercial Code Article 9, the perfection of a security interest in certain types of collateral, such as accounts, general intangibles, and chattel paper, is typically achieved by filing a financing statement in the appropriate jurisdiction. However, for certain types of collateral, attachment alone may be sufficient for perfection against specific parties, or perfection may occur automatically upon attachment. Specifically, a purchase-money security interest in consumer goods is automatically perfected upon attachment. Vermont follows the UCC’s general principles regarding this automatic perfection. In this scenario, the antique oak dresser is a tangible good. When a security interest is taken in consumer goods by the seller, and the debtor purchases the goods for personal, family, or household purposes, the security interest is automatically perfected. This means no filing or other action is required for the seller to have a perfected security interest against most other parties, including a subsequent buyer who does not have notice of the security interest. This automatic perfection is a key exception to the general filing rule for perfection. The UCC, as adopted in Vermont, aims to provide clarity and predictability in commercial transactions, and the automatic perfection of PMSI in consumer goods serves to facilitate these transactions for ordinary consumers.

The scenario involves a debtor, “Maplewood Lumber Co.,” located in Vermont, granting a security interest in its inventory and after-acquired equipment to “Green Mountain Bank.” Maplewood Lumber Co. also has a separate agreement with “Ethan Allen Manufacturing” for the purchase of specialized milling machinery, financed by Ethan Allen Manufacturing itself. This latter transaction creates a purchase money security interest (PMSI) in the milling machinery. For Green Mountain Bank’s security interest in the inventory to be perfected, it must file a financing statement. For its security interest in the after-acquired equipment to be perfected, it must also file a financing statement. The critical question is how Ethan Allen Manufacturing’s PMSI in the milling machinery interacts with Green Mountain Bank’s security interest in the same equipment, particularly considering the after-acquired property clause. Under Vermont’s UCC Article 9, a PMSI in equipment generally has priority over a conflicting security interest in the same equipment if the PMSI is perfected by filing within a specified grace period after the debtor receives possession of the collateral. This grace period is typically twenty days. Green Mountain Bank’s security interest in the milling machinery, despite being taken in after-acquired property, is subject to the priority rules for PMSIs. Therefore, if Ethan Allen Manufacturing properly perfects its PMSI by filing a financing statement within twenty days of Maplewood Lumber Co. receiving possession of the milling machinery, Ethan Allen Manufacturing will have priority over Green Mountain Bank’s security interest in that specific piece of equipment. The question asks about the priority of Green Mountain Bank’s security interest in the milling machinery. Since Ethan Allen Manufacturing has a PMSI in the machinery, and assuming it properly perfects, its PMSI will take priority over Green Mountain Bank’s general security interest in after-acquired equipment. Therefore, Green Mountain Bank’s security interest in the milling machinery is subordinate to Ethan Allen Manufacturing’s perfected PMSI.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Vermont’s version of UCC Article 9, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the funds in the deposit account, or when the secured party obtains the bank’s acknowledgment that it will act on the secured party’s instructions. In this scenario, Sterling Bank has a perfected security interest in the deposit account because it is the bank where the account is held, thus satisfying the control requirement. The filing of a financing statement is generally not required for perfection of a security interest in a deposit account, as control is the exclusive method. Therefore, Sterling Bank’s security interest is perfected.

Under Vermont’s Article 9 of the Uniform Commercial Code, the perfection of a security interest in certain types of collateral requires filing a financing statement. For accounts, chattel paper, and general intangibles, filing is the standard method of perfection. However, when a security interest is granted in a deposit account, a different rule applies. Perfection in a deposit account can only be achieved by a secured party taking control of the account. Control is defined in Vermont UCC § 9-104 and generally means becoming the bank’s customer with respect to the deposit account. This is typically accomplished through a deposit account control agreement (DACA) between the debtor, the secured party, and the bank. Alternatively, control can be obtained by the secured party becoming the owner of the deposit account or by the bank maintaining the account and agreeing to follow the secured party’s instructions. Filing a financing statement is insufficient to perfect a security interest in a deposit account. Therefore, even if a financing statement is properly filed, the secured party will not have a perfected security interest in the deposit account if they have not obtained control.

The scenario involves a dispute over collateral priority. Green Mountain Orchards (GMO) granted a security interest in its apple crop to Vermont Agricultural Credit (VAC) on January 15, 2023, which was properly perfected by filing a financing statement on January 20, 2023. Subsequently, on March 10, 2023, GMO obtained a loan from Burlington Bank (BB) secured by the same apple crop. Burlington Bank did not conduct a UCC search before making the loan. Under Vermont’s Uniform Commercial Code Article 9, a perfected security interest generally has priority over an unperfected security interest. Furthermore, between two perfected security interests, the first to file or perfect generally prevails. VAC’s security interest was perfected on January 20, 2023. Burlington Bank’s security interest, while granted on March 10, 2023, was not perfected by filing or possession. Therefore, VAC’s perfected security interest has priority over BB’s unperfected security interest. The absence of a UCC search by Burlington Bank is a critical factor, as a proper search would have revealed VAC’s prior perfected interest, allowing BB to take steps to ensure its own priority, such as obtaining a subordination agreement or refusing the loan. Vermont law, specifically 9A V.S.A. § 9-322, dictates the priority rules. Since BB’s interest is unperfected, it is subordinate to VAC’s perfected interest, regardless of the order in which the security interests were created. The value of the collateral and the amounts owed are not determinative of priority in this instance, but rather the perfection status and timing.

The core issue here is the perfection of a security interest in accounts that are part of a sale of a business. Under Vermont’s version of UCC Article 9, a security interest is automatically perfected in accounts that are part of a sale of a business, which is considered an “account” for purposes of Article 9, provided the sale is not primarily for security. Vermont UCC § 9-309(3) specifically states that a security interest created by an assignment of a…beneficial interest in a trust or a decedent’s estate is perfected when it attaches. However, the question describes a sale of accounts, not a beneficial interest in a trust or decedent’s estate. For a sale of accounts, perfection is generally required. Vermont UCC § 9-310(a) states that perfection of a security interest in collateral is governed by the rules in §§ 9-311, 9-312, 9-313, 9-314, 9-315, and 9-316. Vermont UCC § 9-312(b)(1) addresses perfection in accounts, stating that a security interest in accounts may be perfected by filing. However, Vermont UCC § 9-309(2) provides an exception: a security interest in a general intangible or a commercial tort claim that is created by an assignment of a…right to payment that arises out of the sale of goods or the provision of services, and is not the predominant purpose of the transaction, is automatically perfected. The scenario describes a sale of accounts, which are rights to payment. The assignment of accounts is a sale, not primarily for security. Vermont UCC § 9-109(a)(3) states that Article 9 applies to a sale of accounts. Vermont UCC § 9-309(2) explicitly states that a security interest created by an assignment of a right to payment that arises out of the sale of goods or the provision of services, and is not the predominant purpose of the transaction, is automatically perfected. While this refers to a security interest, the underlying principle of automatic perfection for certain assignments of accounts is key. More directly, Vermont UCC § 9-309(2) states that a security interest created by an assignment of a right to payment that arises out of the sale of goods or the provision of services, and is not the predominant purpose of the transaction, is automatically perfected. This exception is often interpreted to cover certain sales of accounts where the assignment itself is not the primary purpose of the transaction, but rather the sale of the underlying goods or services. However, a direct sale of accounts as a business asset, without an accompanying sale of goods or services being the predominant purpose, typically requires filing. The most pertinent provision for a sale of accounts as a business asset is Vermont UCC § 9-310(a), which generally requires filing for perfection. The exception in § 9-309(2) is narrowly construed and applies when the assignment of the right to payment is ancillary to the sale of goods or provision of services, not when the accounts themselves are the primary asset being sold as part of a business. Therefore, filing is required.

The core issue here is the perfection of a security interest in a deposit account. Under Vermont’s version of UCC Article 9, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the funds in the deposit account, or when the secured party becomes the assignee of the deposit account. In this scenario, the security agreement grants a security interest in the deposit account. However, the secured party, Green Mountain Bank, did not obtain control of the deposit account held at Maple Leaf Bank. The filing of a financing statement is generally effective for perfection of security interests in deposit accounts, but UCC § 9-312(b)(1) specifically states that perfection of a security interest in a deposit account as original collateral can only be obtained by control. Therefore, Green Mountain Bank’s security interest in the deposit account is unperfected. The subsequent bankruptcy of Alpine Outfitters means that the trustee, in their capacity as a hypothetical lien creditor under 11 U.S.C. § 544, can avoid the unperfected security interest.

The core issue here revolves around the perfection of a security interest in a deposit account. Under Vermont’s Uniform Commercial Code (UCC) Article 9, a security interest in a deposit account can only be perfected by control. Control is typically achieved when the secured party is the bank with which the deposit account is maintained, or when the debtor has agreed to the bank’s disposition of the funds in the account. In this scenario, while ABC Corp. has a security agreement with XYZ Holdings and has filed a financing statement, neither of these actions perfects the security interest in the deposit account itself. Filing is generally effective for tangible collateral and certain intangible collateral, but not for deposit accounts. The lack of control means that ABC Corp.’s security interest in the deposit account is unperfected. When XYZ Holdings files for bankruptcy, the trustee, acting as a hypothetical lien creditor, can avoid unperfected security interests. Therefore, the trustee will have priority over ABC Corp.’s claim to the funds in the deposit account.

The core issue here is determining when a security interest in fixtures has priority over a conflicting interest in the real property. Under Vermont’s Uniform Commercial Code (UCC) Article 9, specifically § 9-334, a security interest in fixtures is subordinate to a conflicting interest in the real property unless certain conditions are met. A fixture filing is generally required to perfect a security interest in fixtures. However, § 9-334(d) provides an exception: a perfected security interest in fixtures has priority over a conflicting interest of a successor to the interest of the owner of the real property which is perfected by a fixture filing, but only to the extent that the secured party has priority over a conflicting interest of a lien creditor on the property at the time the debtor acquired an interest in the property. This exception is not applicable here because the bank’s interest in the real property is a mortgage, not a lien creditor interest arising at the time of acquisition. More importantly, § 9-334(e) states that a perfected security interest in fixtures has priority over a conflicting interest of an owner of the real property if (1) the debtor had an interest of record in the real property or was in possession of the real property when the security interest was perfected; and (2) the conflicting interest was created by the debtor. In this scenario, the debtor, “Green Mountain Manufacturing Inc.” (GMMI), acquired the real property and granted a mortgage to “Vermont State Bank” (VSB) on January 15, 2023. GMMI then granted a security interest in its manufacturing equipment, which later became fixtures, to “Capital Equipment Finance” (CEF) on March 1, 2023, and CEF perfected its security interest by filing a fixture filing on March 15, 2023. VSB’s mortgage was recorded on January 20, 2023. Since VSB’s mortgage was recorded prior to CEF’s fixture filing, and VSB’s interest is a mortgage on the real property itself, VSB’s interest generally has priority over CEF’s security interest in the fixtures. The exception in § 9-334(e) does not apply because the conflicting interest (VSB’s mortgage) was not created by the debtor (GMMI) in favor of VSB. Rather, VSB’s mortgage predates GMMI’s acquisition of the property and was then assumed by GMMI. Even if GMMI had created the mortgage, the critical factor is the timing of perfection relative to the recording of the mortgage. VSB’s mortgage was recorded before CEF’s fixture filing. Therefore, VSB’s prior recorded interest in the real property has priority over CEF’s subsequently perfected security interest in the fixtures. The UCC prioritizes real property interests over security interests in fixtures when the real property interest is recorded first.

The core issue here revolves around the perfection of a security interest in deposit accounts under Vermont’s Article 9. Vermont, like many states, has adopted revised Article 9 of the UCC. Under UCC § 9-104, a security interest in a deposit account can only be perfected by control. Control is established under UCC § 9-104(a) 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 scenario, Maplewood Bank has a security interest in the deposit account held at Green Mountain Credit Union. Maplewood Bank has not taken possession of the account, nor has it obtained the necessary agreement from Green Mountain Credit Union to control the account. Therefore, Maplewood Bank’s security interest is unperfected. The filing of a financing statement under UCC § 9-310 is generally not sufficient to perfect a security interest in deposit accounts, as control is the exclusive method. Thus, without control, Maplewood Bank’s security interest is subordinate to any perfected security interests or other claims to the collateral.

Article 9 of the Uniform Commercial Code, as adopted in Vermont, governs secured transactions. When a debtor defaults on a secured obligation, the secured party has rights regarding the collateral. One critical aspect is the disposition of collateral. After default, a secured party may take possession of the collateral and dispose of it in a commercially reasonable manner. This disposition must be conducted through sale, lease, license, or other disposition. Crucially, the secured party must send a reasonable authenticated notification of disposition to the debtor and any secondary obligors, and in some cases, to other secured parties who have filed financing statements covering the same collateral. The notification must generally describe the collateral, state the method of disposition, and provide details about the sale. For consumer goods, there are specific rules regarding notification and the disposition process. A secured party’s failure to comply with these disposition requirements can lead to a deficiency judgment being disallowed or reduced, and may give rise to damages for the debtor. The concept of “commercially reasonable” is a standard that applies to all aspects of the disposition, including the method, manner, time, place, and other terms. This standard is highly fact-specific and is designed to ensure that the collateral is sold for the best reasonably obtainable price. Vermont law, like most jurisdictions, emphasizes good faith and commercial reasonableness in these post-default actions.

In Vermont, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in inventory generally requires both attachment and perfection to have priority over a conflicting security interest. Perfection of a PMSI in inventory is achieved by filing a financing statement before or within a specified period after the debtor receives possession of the inventory, and the secured party must also give notification to any other secured party who has filed a financing statement covering the same goods or who has a perfected security interest in the collateral. For inventory, this notification must be sent to any secured party who has previously filed a financing statement covering the inventory. This notification requirement ensures that other creditors are aware of the PMSI. The filing of a financing statement is a prerequisite for perfection, and for inventory, it must be filed in the correct jurisdiction, which is typically where the debtor is located. The notification to prior secured parties is a crucial step for establishing PMSI priority over those prior secured creditors, and it must be in writing and state that the debtor has acquired or will acquire inventory on a secured basis. Failure to provide this notification or to file the financing statement in a timely manner can subordinate the PMSI to other perfected security interests. The prompt specifies that the financing statement was filed and the notification was sent, satisfying the requirements for PMSI perfection in inventory. Therefore, the PMSI is perfected.

The scenario involves a dispute over the priority of security interests in inventory. In Vermont, as governed by Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in inventory generally has priority over a conflicting general-purpose security interest if certain conditions are met. For a PMSI to have priority, the secured party must have perfected its interest by filing a financing statement before the debtor receives possession of the inventory, and the secured party must have sent authenticated notification to any existing secured parties whose financing statements cover the collateral. The prompt states that Sterling Bank filed its financing statement on January 15th, covering all of Green Mountain Orchards’ inventory. Subsequently, Orchard Finance provided a PMSI in the same inventory and filed its financing statement on February 1st. Orchard Finance also sent an authenticated notification to Sterling Bank on February 5th, which Sterling Bank received on February 7th. The UCC § 9-324(b) specifically addresses PMSI priority in inventory. It requires that the PMSI holder file its financing statement and send notification to prior secured parties before the debtor receives possession of the inventory. In this case, Orchard Finance’s filing on February 1st occurred after Green Mountain Orchards received possession of the inventory, which is implied by the fact that Sterling Bank’s interest was already filed and covered “all of Green Mountain Orchards’ inventory” prior to February 1st. Therefore, Orchard Finance’s PMSI, despite being a purchase money security interest, fails to meet the strict filing requirements for inventory PMSI priority because its filing occurred after the debtor received possession and after Sterling Bank’s prior filing. Sterling Bank’s earlier, properly filed financing statement gives it priority.

In Vermont, as under Article 9 of the Uniform Commercial Code, a security interest attaches when value has been given, the debtor has rights in the collateral or the power to transfer rights in the collateral, and a security agreement is in authenticated record that describes the collateral. For purchase money security interests (PMSIs) in consumer goods, attachment occurs automatically upon these three elements being met, without the need for filing a financing statement to establish perfection against a buyer of consumer goods who buys without knowledge of the security interest. However, the question specifies that the collateral is inventory. For inventory, perfection is generally achieved by filing a financing statement. If a creditor has a PMSI in inventory and fails to perfect by filing before the debtor receives possession of the collateral, a subsequent buyer of that inventory generally takes the goods free of the unperfected PMSI. This is because a buyer in the ordinary course of business takes free of a security interest created by the seller even if the security interest is perfected, unless the buyer knows that the sale is not in the ordinary course of business. Here, the lack of filing means the PMSI is unperfected. Therefore, the buyer in the ordinary course of business, purchasing from the inventory, will take the goods free of the unperfected security interest. The initial attachment of the security interest to the inventory is not the determinative factor for the buyer’s rights in this scenario; rather, it is the perfection status of the security interest at the time of sale.

Article 9 of the Uniform Commercial Code, as adopted in Vermont, governs secured transactions. When a debtor defaults on a secured obligation, the secured party has rights regarding the collateral. One such right is repossession. Vermont law, consistent with the UCC, permits a secured party to repossess collateral without judicial process if it can be done without breach of the peace. The concept of “breach of the peace” is critical and is determined by the specific facts and circumstances of the repossession attempt. Generally, actions that involve violence, threats of violence, or entry into a dwelling or other secured area without consent are considered breaches of the peace. If a secured party breaches the peace during repossession, they forfeit their right to repossess without judicial intervention and may be liable for damages. In this scenario, the secured party’s attempt to enter the debtor’s locked garage without the debtor’s consent, using force to gain entry, would constitute a breach of the peace. Therefore, the secured party cannot lawfully repossess the vehicle under these circumstances without obtaining a court order. The question tests the understanding of the limitations on a secured party’s right to self-help repossession under Vermont’s Article 9, specifically the prohibition against breaching the peace.

The scenario involves a secured party, “Green Mountain Equipment Financing” (GMEF), holding a security interest in inventory owned by “Maplewood Artisans,” a Vermont-based furniture maker. Maplewood Artisans sells a custom-made dining set to a buyer in New Hampshire. The question probes the perfection of GMEF’s security interest in this specific collateral, particularly after it crosses state lines. Under Vermont’s Uniform Commercial Code (UCC) Article 9, perfection of a security interest in goods that are covered by a certificate of title is typically governed by the law of the jurisdiction where the certificate is issued or where the goods are located at the time of attachment. However, for inventory, which is constantly changing and moving, the general rule for perfection is governed by the law of the jurisdiction where the debtor is located. Vermont UCC § 9-307(a) states that the location of the debtor determines the law governing perfection unless otherwise specified. Vermont UCC § 9-301 defines the location of a debtor. For a registered organization, such as a corporation, its location is its chief executive office. Maplewood Artisans is a Vermont corporation, and its chief executive office is in Vermont. Therefore, GMEF’s perfection of its security interest in the inventory is governed by Vermont law. When inventory is sold and moves to another state, the secured party’s perfection generally continues for a period of time as provided by UCC § 9-316. Specifically, if a security interest is perfected in one jurisdiction and then collateral is brought into another jurisdiction, the perfection continues for a period of twenty days after the collateral enters the new jurisdiction. If the secured party files in the new jurisdiction before the twenty days expire, perfection continues without interruption. If the secured party does not file in the new jurisdiction within that period, the security interest becomes unperfected in the new jurisdiction. However, the question asks about the initial perfection and the governing law. Since Maplewood Artisans is located in Vermont, Vermont law governs perfection of its inventory. GMEF, having filed a financing statement in Vermont, has perfected its security interest in the inventory. The subsequent sale to a buyer in New Hampshire does not automatically affect the perfection status established in Vermont for the inventory itself, although it does trigger rules regarding the buyer’s status as a buyer in the ordinary course of business. The critical point is that the governing law for perfection of inventory is the debtor’s location, which is Vermont.

The core issue here revolves around the perfection of a security interest in accounts that are part of a sale of a business. Under Vermont’s Uniform Commercial Code Article 9, a security interest in accounts is generally perfected by filing a financing statement. However, UCC § 9-109(d)(3) provides an exception: a security interest created by an assignment of accounts that, when aggregated with other assignments to the same assignee, does not involve a significant portion of the assignor’s outstanding accounts is generally excluded from Article 9’s scope. This exclusion means that such assignments are typically governed by common law or other state statutes, and perfection under Article 9 through filing is not required. In this scenario, the sale of “Green Mountain Goods,” a Vermont-based artisanal food producer, included an assignment of its accounts receivable to the buyer, “Alpine Provisions Inc.” The crucial detail is that these accounts represented the entirety of Green Mountain Goods’ accounts receivable at the time of the sale. This means the assignment was not of a “significant portion” of the assignor’s outstanding accounts; rather, it was the entirety. When the entirety of a business’s accounts are sold, this transaction is considered a sale of a payment intangible or, more broadly, a general intangible, and not merely an assignment of accounts excluded from Article 9. A security interest in a general intangible is perfected by filing a financing statement. Therefore, Alpine Provisions Inc. must file a financing statement to perfect its security interest in these accounts. If Alpine Provisions Inc. failed to file, its unperfected security interest would be subordinate to a subsequent perfected security interest or a buyer of the collateral in the ordinary course of business. Since the question implies a subsequent action by a third party, the absence of filing leaves the security interest vulnerable.

The scenario involves a buyer of goods, a secured party with a prior perfected security interest in those goods, and a subsequent buyer in the ordinary course of business. Under Vermont’s version of UCC Article 9, specifically § 9-320 (formerly § 9-307), a buyer in the ordinary course of business takes free of a security interest created by their seller, even if the security interest is perfected and the buyer knows of its existence. This protection is a fundamental aspect of commercial law, designed to facilitate the free flow of goods in commerce. The buyer’s knowledge of the security interest is generally irrelevant to their status as a buyer in the ordinary course of business, as long as they purchase in good faith and without knowledge that the sale violates the security agreement. In this case, Aurora Appliances, Inc. is the secured party with a perfected security interest in all inventory of “The Appliance Hub.” When Elias purchases a refrigerator from “The Appliance Hub,” Elias is acting as a buyer in the ordinary course of business. Elias’s purchase is from a merchant who sells goods of that kind, and Elias takes possession of the goods in good faith and without knowledge that the sale to him is in violation of the security agreement between Aurora Appliances, Inc. and “The Appliance Hub.” Therefore, Elias takes the refrigerator free and clear of Aurora Appliances, Inc.’s security interest. The fact that Aurora Appliances, Inc. has a perfected security interest is important for its rights against “The Appliance Hub,” but it does not prevent Elias, as a buyer in the ordinary course, from taking free of that interest. The crucial element is Elias’s status as a buyer in the ordinary course of business, which he clearly meets by purchasing inventory from a retail seller of appliances.

The scenario involves a purchase money security interest (PMSI) in inventory. Under Vermont’s Uniform Commercial Code Article 9, a secured party that finances the acquisition of inventory has priority over a prior perfected security interest in the same collateral if certain conditions are met. Specifically, for inventory, the PMSI holder must have perfected its security interest when the debtor received possession of the inventory. Furthermore, the PMSI holder must have sent an authenticated notification to any prior secured party that had filed a financing statement covering the inventory or goods of the same type. This notification must be sent within a specific timeframe before the debtor receives possession of the inventory. The notification must state that the PMSI holder expects to acquire a PMSI in inventory of the described type, including accounts derived therefrom. In this case, Green Mountain Bank had a prior perfected security interest in all of Lakeside Marine’s inventory. Lakeside Marine then entered into a financing agreement with Burlington Boats, Inc., for new boat inventory. Burlington Boats, Inc. properly perfected its PMSI in the new boat inventory. For Burlington Boats, Inc. to have priority over Green Mountain Bank’s prior security interest in the same inventory, Burlington Boats, Inc. must have provided the required notification to Green Mountain Bank before Lakeside Marine received possession of the new boats. The question states that Burlington Boats, Inc. perfected its PMSI but does not mention any notification being sent to Green Mountain Bank. Without this notification, the PMSI in inventory does not automatically gain priority over a prior perfected security interest. Therefore, Green Mountain Bank retains its priority.

In Vermont, under Article 9 of the Uniform Commercial Code, a purchase money security interest (PMSI) in consumer goods generally achieves automatic perfection upon attachment. However, for a PMSI in inventory, perfection requires filing a financing statement. The question describes a scenario where a Vermont-based furniture retailer, “Maplewood Furnishings,” sells a bedroom set to a consumer, “Elias Vance,” on an installment plan, retaining a security interest. This transaction involves consumer goods, not inventory. Elias Vance uses the bedroom set in his personal residence. Therefore, Maplewood Furnishings’ security interest in the bedroom set is automatically perfected because it is a PMSI in consumer goods. No filing or possession is required for perfection in this specific instance under Vermont law, which follows the UCC. The key distinction lies in the classification of the collateral. Consumer goods are defined as goods that are used or bought for use primarily in personal, family, or household purposes. Since the bedroom set is for Elias Vance’s personal residence, it fits this definition. If the collateral were inventory, such as goods held by Maplewood Furnishings for sale to its customers, then filing would be necessary for perfection. The concept of PMSI provides a superpriority status to lenders or sellers who finance the acquisition of specific collateral, but the method of perfection still depends on the nature of the collateral.

The scenario involves a dispute over the priority of security interests in collateral. Under Vermont’s Uniform Commercial Code (UCC) Article 9, the general rule for priority is first-in-time, first-in-right, which is determined by the time of filing a financing statement or the time of perfection, whichever occurs first. In this case, Green Mountain Bank filed its financing statement on March 1st, thereby perfecting its security interest in the construction equipment. However, the Vermont State Employees’ Credit Union (VTSECU) had a purchase money security interest (PMSI) in the excavator. A PMSI generally has superpriority over other security interests, provided it is properly perfected. For non-inventory collateral, a PMSI holder must perfect its interest by filing a financing statement and, in some cases, possession, within a specified period after the debtor receives possession of the collateral. Here, VTSECU’s security interest attached when the loan was made and the collateral was identified. The critical factor is the timing of perfection relative to the debtor obtaining possession and the other secured party’s perfection. Since VTSECU’s PMSI was perfected by filing on February 15th, which was before Green Mountain Bank’s March 1st filing, and before the debtor, “Maplewood Builders,” took possession of the excavator on February 20th, VTSECU’s PMSI has priority. This is because the PMSI perfection requirements were met within the statutory timeframe, and its filing predates Green Mountain Bank’s filing. Therefore, VTSECU’s security interest has priority over Green Mountain Bank’s security interest in the excavator.

The core issue here is the perfection of a security interest in a deposit account. Under Vermont’s version of UCC Article 9, a security interest in a deposit account can only be perfected by the secured party’s obtaining “control” of the deposit account. Control is defined in UCC § 9-104 and generally means that the secured party is the bank with which the deposit account is maintained, or has agreed with the depositary bank that the bank will comply with instructions from the secured party directing the disposition of the funds in the account. Filing a financing statement is not sufficient to perfect a security interest in a deposit account. While filing is the primary method for perfecting security interests in many types of collateral, it is explicitly excluded for deposit accounts under UCC § 9-312(b)(1). Therefore, even though Green Mountain Bank filed a financing statement, this action alone does not perfect its security interest in the deposit account held at the same institution. The security interest remains unperfected against a subsequent buyer or lien creditor.

The core issue here is the perfection of a security interest in a deposit account. Under Vermont’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 in which the deposit account is maintained, or when the debtor has agreed to disposition of the funds in the account, and the secured party obtains control over the deposit account. In this scenario, “Green Mountain Bank” is the secured party. They have a security agreement with “Maplewood Enterprises” covering its deposit account at “Green Mountain Bank.” By virtue of being the bank where the deposit account is held, Green Mountain Bank automatically has control over the deposit account. Therefore, its security interest is perfected upon attachment, which occurs when the security agreement is made, value is given, and the debtor has rights in the collateral. No filing is required for perfection of a security interest in a deposit account when the secured party has control. The security interest is thus perfected immediately upon the agreement and the deposit account existing at Green Mountain Bank.

The scenario involves a secured party, “Maplewood Lumber Co.,” which has a perfected security interest in inventory owned by “Green Mountain Furniture LLC.” Green Mountain Furniture then sells some of this inventory to “Burlington Buyers Inc.” The core issue is the priority of Maplewood Lumber’s security interest against Burlington Buyers, a buyer in the ordinary course of business. Under Vermont’s Uniform Commercial Code Article 9, specifically § 9-320, a buyer in the ordinary course of business takes free of a security interest created by their seller, even if the security interest is perfected, unless the buyer knows that the sale is in violation of the security agreement. Burlington Buyers, as a retail furniture store purchasing inventory from Green Mountain Furniture, is clearly a buyer in the ordinary course of business. Absent any indication that Burlington Buyers had knowledge that the sale of furniture to them was in violation of Maplewood Lumber’s security agreement, their purchase is generally free and clear of Maplewood Lumber’s security interest. This is a fundamental protection afforded to ordinary course buyers to facilitate commerce. Therefore, Maplewood Lumber’s security interest does not continue in the specific inventory sold to Burlington Buyers.

The core issue here is determining when a security interest in inventory, which is subject to continuous sale and replacement, is perfected and maintains its priority against other claims. Under Vermont’s Article 9 of the UCC, a security interest in inventory is generally perfected by filing a financing statement. However, when the collateral is inventory held by a seller who is also a buyer in the ordinary course of business, the buyer takes free of the security interest unless they have knowledge of it. This scenario involves a supplier, “Green Mountain Goods” (GMG), taking a security interest in inventory owned by a retailer, “Champlain Cycles” (CC). GMG properly filed a financing statement covering all of CC’s inventory. Subsequently, a consumer, Ms. Anya Sharma, purchases a bicycle from CC. The key question is whether GMG’s security interest survives this retail sale. Vermont UCC § 9-320 (formerly § 9-307) provides that a buyer in ordinary course of business takes free of a security interest created by their seller even though the security interest is perfected and even though the buyer knows of the perfection, unless the buyer knows that the sale is in ordinary course of business of the disposition of collateral and not in the ordinary course of the secured party’s business. In this case, Ms. Sharma is a consumer buying a bicycle, which is inventory for Champlain Cycles. She is buying in the ordinary course of Champlain Cycles’ business. Green Mountain Goods, as the secured party, has perfected its interest by filing. However, the protection afforded to a buyer in the ordinary course of business under § 9-320 is broad. Ms. Sharma, as a consumer purchasing a bicycle from a retailer, fits the definition of a buyer in ordinary course of business. She is not expected to have knowledge of GMG’s security interest in Champlain Cycles’ inventory, and her purchase is a standard retail transaction. Therefore, her ownership of the bicycle is generally free from GMG’s security interest. The filing by GMG perfects its interest against other creditors and purchasers of the inventory as a whole, but it does not prevent ordinary course retail sales from transferring title free of that interest. The security interest attaches to the proceeds of the sale, but not to the specific bicycle in Ms. Sharma’s hands.