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Question 1 of 30
1. Question
Countryside Credit extended financing to Dairy Farm, a Wisconsin-based agricultural cooperative, to acquire a new herd of Holstein cows intended for sale as inventory. Countryside Credit properly perfected its purchase money security interest in these specific cows. Prior to this, Badger Bank had a perfected security interest in all of Dairy Farm’s present and future inventory, including livestock. Dairy Farm subsequently defaulted on both loans. Which secured party holds the superior claim to the herd of Holstein cows?
Correct
The question pertains to the priority of security interests when a debtor defaults and collateral is subject to multiple claims. In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, the general rule for priority among competing secured parties is that the first to file a financing statement or the first to perfect its security interest prevails. However, certain purchase money security interests (PMSIs) have special priority rules. A PMSI in inventory is perfected when it is perfected and the secured party gives notification to any other secured party who has filed a financing statement covering the goods in question before the date of the filing of the financing statement for the PMSI. In this scenario, Badger Bank has a perfected security interest in all of Dairy Farm’s present and future inventory. When Countryside Credit obtains a PMSI in the specific herd of dairy cows that constitute inventory for Dairy Farm, it must perfect its interest and also provide notification to any previously filed secured parties, like Badger Bank, before the date of Countryside Credit’s filing. If Countryside Credit fails to provide this notification to Badger Bank, its PMSI in the inventory will not have priority over Badger Bank’s earlier perfected security interest. Therefore, Badger Bank retains its priority.
Incorrect
The question pertains to the priority of security interests when a debtor defaults and collateral is subject to multiple claims. In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, the general rule for priority among competing secured parties is that the first to file a financing statement or the first to perfect its security interest prevails. However, certain purchase money security interests (PMSIs) have special priority rules. A PMSI in inventory is perfected when it is perfected and the secured party gives notification to any other secured party who has filed a financing statement covering the goods in question before the date of the filing of the financing statement for the PMSI. In this scenario, Badger Bank has a perfected security interest in all of Dairy Farm’s present and future inventory. When Countryside Credit obtains a PMSI in the specific herd of dairy cows that constitute inventory for Dairy Farm, it must perfect its interest and also provide notification to any previously filed secured parties, like Badger Bank, before the date of Countryside Credit’s filing. If Countryside Credit fails to provide this notification to Badger Bank, its PMSI in the inventory will not have priority over Badger Bank’s earlier perfected security interest. Therefore, Badger Bank retains its priority.
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Question 2 of 30
2. Question
AgroFin Corp. extended a loan to Badger Farm Supplies, a Wisconsin-based retailer of agricultural equipment, taking a purchase-money security interest (PMSI) in all new farm equipment inventory acquired by Badger Farm Supplies. AgroFin Corp. properly perfected its PMSI by filing a financing statement and, importantly, provided written notification to First State Bank, which held a prior perfected security interest in all of Badger Farm Supplies’ present and after-acquired inventory and all accounts arising from the sale of inventory. Subsequently, Badger Farm Supplies sold some of the farm equipment financed by AgroFin Corp. to farmers, generating accounts receivable. Which party has the superior security interest in these accounts receivable generated from the sale of the PMSI-financed inventory?
Correct
The question concerns the priority of security interests in a mixed collateral situation involving inventory and accounts receivable, specifically under Wisconsin’s Article 9 of the Uniform Commercial Code. The scenario presents a purchase-money security interest (PMSI) in inventory and a prior perfected security interest in all present and after-acquired inventory and accounts. A PMSI generally has priority over a prior 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. However, the priority extends to proceeds of the inventory, which in this case are the accounts generated from the sale of that inventory. Under UCC § 9-324(a), a PMSI in inventory has priority over a conflicting security interest in the inventory and also in identifiable proceeds of the inventory, provided the PMSI creditor satisfies the notification requirements of UCC § 9-324(b) regarding the earlier secured party. Wisconsin follows these general UCC principles. In this scenario, AgroFin Corp. has a PMSI in the farm equipment inventory acquired by Badger Farm Supplies. To maintain this PMSI priority over a prior perfected secured party (First State Bank), AgroFin Corp. must have perfected its security interest and provided notification to First State Bank. Assuming AgroFin Corp. complied with the perfection and notification requirements of UCC § 9-324(b), its PMSI in the inventory would have priority. Crucially, this priority extends to the accounts that are proceeds of that inventory, as per UCC § 9-324(a). Therefore, the accounts generated from the sale of the farm equipment by Badger Farm Supplies would be subject to AgroFin Corp.’s superior security interest. First State Bank’s security interest, while perfected in after-acquired inventory and accounts, is subordinate to AgroFin Corp.’s PMSI in the proceeds of the inventory it financed.
Incorrect
The question concerns the priority of security interests in a mixed collateral situation involving inventory and accounts receivable, specifically under Wisconsin’s Article 9 of the Uniform Commercial Code. The scenario presents a purchase-money security interest (PMSI) in inventory and a prior perfected security interest in all present and after-acquired inventory and accounts. A PMSI generally has priority over a prior 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. However, the priority extends to proceeds of the inventory, which in this case are the accounts generated from the sale of that inventory. Under UCC § 9-324(a), a PMSI in inventory has priority over a conflicting security interest in the inventory and also in identifiable proceeds of the inventory, provided the PMSI creditor satisfies the notification requirements of UCC § 9-324(b) regarding the earlier secured party. Wisconsin follows these general UCC principles. In this scenario, AgroFin Corp. has a PMSI in the farm equipment inventory acquired by Badger Farm Supplies. To maintain this PMSI priority over a prior perfected secured party (First State Bank), AgroFin Corp. must have perfected its security interest and provided notification to First State Bank. Assuming AgroFin Corp. complied with the perfection and notification requirements of UCC § 9-324(b), its PMSI in the inventory would have priority. Crucially, this priority extends to the accounts that are proceeds of that inventory, as per UCC § 9-324(a). Therefore, the accounts generated from the sale of the farm equipment by Badger Farm Supplies would be subject to AgroFin Corp.’s superior security interest. First State Bank’s security interest, while perfected in after-acquired inventory and accounts, is subordinate to AgroFin Corp.’s PMSI in the proceeds of the inventory it financed.
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Question 3 of 30
3. Question
Agri-Corp, a Wisconsin-based agricultural supplier, extends credit to Agri-Tech Solutions Inc., a Delaware-incorporated manufacturer of specialized farming equipment, for the purchase of raw materials. Agri-Corp intends to secure its interest in all present and future accounts arising from Agri-Tech’s sale of its manufactured goods. Agri-Tech’s principal place of business and manufacturing facilities are located in Wisconsin. Agri-Corp has obtained a signed security agreement from Agri-Tech. What is the most effective method for Agri-Corp to perfect its security interest in Agri-Tech’s accounts under Wisconsin’s Uniform Commercial Code Article 9?
Correct
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those that arise from the sale of goods by a manufacturer. Under Wisconsin’s version of UCC Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. Wisconsin Statutes § 409.310(1) mandates that filing is the method of perfection for security interests in accounts, unless an exception applies. An exception exists for “a significant part of the outstanding accounts of the assignor,” which might suggest perfection by possession or control, but this exception is primarily for assignments of a significant part of the *existing* accounts, not future arising accounts from ongoing sales. Furthermore, even if a significant part of the outstanding accounts were involved, filing remains a valid and often preferred method of perfection. The filing must be made in the jurisdiction where the debtor is located. For a registered organization like a corporation, this is typically the state of its organization. Assuming “Agri-Tech Solutions Inc.” is organized in Wisconsin, the filing would be with the Wisconsin Secretary of State. A purchase money security interest (PMSI) in inventory requires notification to other secured parties of record with a security interest in the same inventory, but this notification requirement is for perfection in the inventory itself, not the accounts generated from its sale. Therefore, the most effective method for Agri-Corp to ensure its security interest in Agri-Tech’s future accounts is perfected is by filing a UCC-1 financing statement in Wisconsin.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in accounts, specifically those that arise from the sale of goods by a manufacturer. Under Wisconsin’s version of UCC Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. Wisconsin Statutes § 409.310(1) mandates that filing is the method of perfection for security interests in accounts, unless an exception applies. An exception exists for “a significant part of the outstanding accounts of the assignor,” which might suggest perfection by possession or control, but this exception is primarily for assignments of a significant part of the *existing* accounts, not future arising accounts from ongoing sales. Furthermore, even if a significant part of the outstanding accounts were involved, filing remains a valid and often preferred method of perfection. The filing must be made in the jurisdiction where the debtor is located. For a registered organization like a corporation, this is typically the state of its organization. Assuming “Agri-Tech Solutions Inc.” is organized in Wisconsin, the filing would be with the Wisconsin Secretary of State. A purchase money security interest (PMSI) in inventory requires notification to other secured parties of record with a security interest in the same inventory, but this notification requirement is for perfection in the inventory itself, not the accounts generated from its sale. Therefore, the most effective method for Agri-Corp to ensure its security interest in Agri-Tech’s future accounts is perfected is by filing a UCC-1 financing statement in Wisconsin.
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Question 4 of 30
4. Question
Zenith Bank is providing a significant loan to Acme Corp., a Wisconsin-based manufacturing firm. As collateral for the loan, Zenith Bank is granted a security interest in all of Acme Corp.’s assets, including its operating deposit accounts. Acme Corp.’s primary checking account is held at Badger State Bank. Zenith Bank diligently files a UCC-1 financing statement with the Wisconsin Secretary of State, listing Acme Corp. as the debtor and Zenith Bank as the secured party, covering all of Acme Corp.’s assets. Subsequently, a different lender, Creditor X, also extends credit to Acme Corp. and obtains a perfected security interest in Acme Corp.’s deposit accounts by entering into a valid control agreement with Badger State Bank. If Acme Corp. defaults on its obligations to both Zenith Bank and Creditor X, what is the likely priority status of Zenith Bank’s security interest in Acme Corp.’s deposit account at Badger State Bank?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Wisconsin’s Uniform Commercial Code (UCC) § 9-312(b), a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank in which the deposit account is maintained to comply with the secured party’s instructions concerning the deposit account. In this case, the security agreement grants Acme Corp. a security interest in all of its deposit accounts. Acme Corp. maintains its primary checking account at Badger State Bank. Zenith Bank is providing financing to Acme Corp. and requires a security interest in Acme’s deposit accounts. To perfect its security interest, Zenith Bank must obtain control over Acme’s deposit account at Badger State Bank. This can be accomplished by Zenith Bank becoming the bank of deposit for that account, which is unlikely given Acme’s ongoing relationship with Badger State Bank, or by entering into a control agreement with Badger State Bank. A control agreement is an agreement among the bank, the debtor, and the secured party whereby the bank agrees to comply with instructions from the secured party with respect to the deposit account without further consent from the debtor. Without such a control agreement, Zenith Bank’s security interest in the deposit account remains unperfected. Filing a UCC-1 financing statement is generally sufficient for perfection of security interests in most types of collateral, including accounts, chattel paper, and goods, but it is explicitly insufficient for perfection in deposit accounts. Therefore, Zenith Bank’s failure to secure a control agreement with Badger State Bank means its security interest is unperfected, and it would likely be subordinate to a perfected secured party or a buyer of the account.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account. Under Wisconsin’s Uniform Commercial Code (UCC) § 9-312(b), a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the agreement of the bank in which the deposit account is maintained to comply with the secured party’s instructions concerning the deposit account. In this case, the security agreement grants Acme Corp. a security interest in all of its deposit accounts. Acme Corp. maintains its primary checking account at Badger State Bank. Zenith Bank is providing financing to Acme Corp. and requires a security interest in Acme’s deposit accounts. To perfect its security interest, Zenith Bank must obtain control over Acme’s deposit account at Badger State Bank. This can be accomplished by Zenith Bank becoming the bank of deposit for that account, which is unlikely given Acme’s ongoing relationship with Badger State Bank, or by entering into a control agreement with Badger State Bank. A control agreement is an agreement among the bank, the debtor, and the secured party whereby the bank agrees to comply with instructions from the secured party with respect to the deposit account without further consent from the debtor. Without such a control agreement, Zenith Bank’s security interest in the deposit account remains unperfected. Filing a UCC-1 financing statement is generally sufficient for perfection of security interests in most types of collateral, including accounts, chattel paper, and goods, but it is explicitly insufficient for perfection in deposit accounts. Therefore, Zenith Bank’s failure to secure a control agreement with Badger State Bank means its security interest is unperfected, and it would likely be subordinate to a perfected secured party or a buyer of the account.
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Question 5 of 30
5. Question
Agri-Solutions Inc., a Wisconsin-registered corporation with its principal place of business in Madison, Wisconsin, grants a security interest in all of its present and future accounts to Farm Credit Bank. Farm Credit Bank properly files a UCC-1 financing statement to perfect its security interest. Agri-Solutions Inc. also has significant business dealings and receivables generated from customers located in Illinois and Minnesota. Which filing location would be the correct and most effective place for Farm Credit Bank to file its UCC-1 financing statement to perfect its security interest in Agri-Solutions Inc.’s accounts?
Correct
The core issue here revolves around the perfection of a security interest in accounts, specifically when a debtor is located in Wisconsin and the secured party files a financing statement in Wisconsin. Under Article 9 of the Uniform Commercial Code, as adopted in Wisconsin (Wis. Stat. § 409.301 et seq.), the general rule for perfection of a security interest in accounts is that perfection is achieved by filing a financing statement in the jurisdiction where the debtor is located. For a registered organization like a corporation, its location is its jurisdiction of organization. If the debtor, “Agri-Solutions Inc.,” is a Wisconsin corporation, its location is Wisconsin. Therefore, a financing statement filed in the Wisconsin Secretary of State’s office would be the proper place to perfect a security interest in Agri-Solutions Inc.’s accounts. The fact that the collateral (accounts) is intangible and may arise from transactions with parties in other states, such as Illinois or Minnesota, does not alter the location of the debtor for perfection purposes under the UCC’s default rules. The secured party’s knowledge of potential out-of-state transactions is relevant for enforcement and collection, but not for the initial perfection of the security interest in the accounts themselves, which is tied to the debtor’s location. Filing in Illinois or Minnesota would be incorrect for perfection of a security interest in accounts of a Wisconsin-domiciled debtor.
Incorrect
The core issue here revolves around the perfection of a security interest in accounts, specifically when a debtor is located in Wisconsin and the secured party files a financing statement in Wisconsin. Under Article 9 of the Uniform Commercial Code, as adopted in Wisconsin (Wis. Stat. § 409.301 et seq.), the general rule for perfection of a security interest in accounts is that perfection is achieved by filing a financing statement in the jurisdiction where the debtor is located. For a registered organization like a corporation, its location is its jurisdiction of organization. If the debtor, “Agri-Solutions Inc.,” is a Wisconsin corporation, its location is Wisconsin. Therefore, a financing statement filed in the Wisconsin Secretary of State’s office would be the proper place to perfect a security interest in Agri-Solutions Inc.’s accounts. The fact that the collateral (accounts) is intangible and may arise from transactions with parties in other states, such as Illinois or Minnesota, does not alter the location of the debtor for perfection purposes under the UCC’s default rules. The secured party’s knowledge of potential out-of-state transactions is relevant for enforcement and collection, but not for the initial perfection of the security interest in the accounts themselves, which is tied to the debtor’s location. Filing in Illinois or Minnesota would be incorrect for perfection of a security interest in accounts of a Wisconsin-domiciled debtor.
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Question 6 of 30
6. Question
Bayside Manufacturing, a Wisconsin-based enterprise, secured a line of credit from Lakeside Bank. As collateral for this loan, Bayside Manufacturing granted Lakeside Bank a security interest in its primary operating deposit account held at Lakeside Bank. Lakeside Bank took no further action beyond the internal account agreement. Subsequently, Bayside Manufacturing obtained additional financing from First National Bank of Milwaukee, granting First National Bank a security interest in all of its inventory and accounts receivable. First National Bank promptly filed a UCC-1 financing statement with the Wisconsin Secretary of State. Later, Bayside Manufacturing defaulted on both loans. Which of the following accurately describes the perfection status of Lakeside Bank’s security interest in Bayside Manufacturing’s deposit account?
Correct
The core issue here is the perfection of a security interest in a deposit account. Under Wisconsin’s Article 9, specifically Wis. Stat. § 409.304, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions concerning the deposit account, or when the secured party becomes the assignee of the deposit account. In this scenario, Lakeside Bank has a security interest in the deposit account held by its customer, Lakeside Bank itself, for loans made to Bayside Manufacturing. Lakeside Bank has possession of the deposit account, which constitutes control under Wis. Stat. § 409.104. Therefore, Lakeside Bank has perfected its security interest in the deposit account. The filing of a financing statement is generally not required for perfection of security interests in deposit accounts, as control is the exclusive method. While Bayside Manufacturing is a Wisconsin-based entity, the perfection of the security interest in the deposit account is governed by the location of the bank and the deposit account itself, which is with Lakeside Bank. The fact that Bayside Manufacturing also granted a security interest in its inventory to First National Bank of Milwaukee, which filed a financing statement, is relevant to the priority of security interests in the inventory but does not affect the perfection of Lakeside Bank’s interest in the deposit account.
Incorrect
The core issue here is the perfection of a security interest in a deposit account. Under Wisconsin’s Article 9, specifically Wis. Stat. § 409.304, a security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions concerning the deposit account, or when the secured party becomes the assignee of the deposit account. In this scenario, Lakeside Bank has a security interest in the deposit account held by its customer, Lakeside Bank itself, for loans made to Bayside Manufacturing. Lakeside Bank has possession of the deposit account, which constitutes control under Wis. Stat. § 409.104. Therefore, Lakeside Bank has perfected its security interest in the deposit account. The filing of a financing statement is generally not required for perfection of security interests in deposit accounts, as control is the exclusive method. While Bayside Manufacturing is a Wisconsin-based entity, the perfection of the security interest in the deposit account is governed by the location of the bank and the deposit account itself, which is with Lakeside Bank. The fact that Bayside Manufacturing also granted a security interest in its inventory to First National Bank of Milwaukee, which filed a financing statement, is relevant to the priority of security interests in the inventory but does not affect the perfection of Lakeside Bank’s interest in the deposit account.
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Question 7 of 30
7. Question
Consider a scenario in Wisconsin where Debtor Corp, a manufacturing entity, procures new, specialized machinery. Bank A had previously filed a valid financing statement on January 15th, perfecting a security interest in all of Debtor Corp’s existing and after-acquired inventory, which by its broad definition, would encompass the new machinery once acquired. On February 1st, Equipment Finance Co. (EFC) provided the funds for Debtor Corp to purchase this specific machinery, taking a security interest in the machinery itself. EFC then filed its financing statement on February 10th. If Debtor Corp defaults on its obligations to both Bank A and EFC, and the machinery is the only asset in dispute, what is the likely priority of the security interests concerning the machinery under Wisconsin’s secured transactions law?
Correct
The core issue here is determining the priority of competing security interests when a debtor defaults. In Wisconsin, as under Article 9 of the Uniform Commercial Code, a perfected security interest generally has priority over an unperfected one. Perfection is typically achieved by filing a financing statement. However, a purchase money security interest (PMSI) in consumer goods has automatic perfection. For non-consumer goods, a PMSI must be perfected by filing, and this perfection must occur within a specific timeframe to retain its PMSI status against prior perfected security interests. In this scenario, Bank A has a perfected security interest in all of Debtor Corp’s existing and after-acquired inventory, filed on January 15th. This gives Bank A a prior perfected security interest. On February 1st, Equipment Finance Co. (EFC) finances the purchase of new manufacturing equipment for Debtor Corp, taking a security interest in that specific equipment. EFC files its financing statement on February 10th. This filing perfects EFC’s security interest. The crucial point is whether EFC’s security interest qualifies as a PMSI in the equipment and, if so, whether it was perfected in a timely manner to gain priority over Bank A’s earlier, broader security interest. A PMSI in equipment is perfected when it is both in existence and the secured party has filed a financing statement. For EFC to have priority over Bank A’s pre-existing, perfected security interest in after-acquired property that includes this equipment, EFC’s PMSI must be perfected within 20 days after the debtor receives possession of the collateral. Since EFC financed the purchase on February 1st and filed on February 10th, this filing occurred within the 20-day window. Therefore, EFC’s PMSI in the manufacturing equipment has priority over Bank A’s earlier, general security interest in after-acquired inventory, as EFC’s perfection relates back to the date Debtor Corp received possession of the equipment, provided EFC’s security interest is indeed a PMSI in that specific equipment.
Incorrect
The core issue here is determining the priority of competing security interests when a debtor defaults. In Wisconsin, as under Article 9 of the Uniform Commercial Code, a perfected security interest generally has priority over an unperfected one. Perfection is typically achieved by filing a financing statement. However, a purchase money security interest (PMSI) in consumer goods has automatic perfection. For non-consumer goods, a PMSI must be perfected by filing, and this perfection must occur within a specific timeframe to retain its PMSI status against prior perfected security interests. In this scenario, Bank A has a perfected security interest in all of Debtor Corp’s existing and after-acquired inventory, filed on January 15th. This gives Bank A a prior perfected security interest. On February 1st, Equipment Finance Co. (EFC) finances the purchase of new manufacturing equipment for Debtor Corp, taking a security interest in that specific equipment. EFC files its financing statement on February 10th. This filing perfects EFC’s security interest. The crucial point is whether EFC’s security interest qualifies as a PMSI in the equipment and, if so, whether it was perfected in a timely manner to gain priority over Bank A’s earlier, broader security interest. A PMSI in equipment is perfected when it is both in existence and the secured party has filed a financing statement. For EFC to have priority over Bank A’s pre-existing, perfected security interest in after-acquired property that includes this equipment, EFC’s PMSI must be perfected within 20 days after the debtor receives possession of the collateral. Since EFC financed the purchase on February 1st and filed on February 10th, this filing occurred within the 20-day window. Therefore, EFC’s PMSI in the manufacturing equipment has priority over Bank A’s earlier, general security interest in after-acquired inventory, as EFC’s perfection relates back to the date Debtor Corp received possession of the equipment, provided EFC’s security interest is indeed a PMSI in that specific equipment.
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Question 8 of 30
8. Question
A Wisconsin-based lender, Badger State Loans, provides financing to a resident of Milwaukee for the purchase of a new automobile. Badger State Loans takes all necessary steps to perfect its security interest in the vehicle, including filing a UCC-1 financing statement with the Wisconsin Secretary of State. However, due to an administrative oversight, the lien is never noted on the vehicle’s Wisconsin certificate of title. Subsequently, the debtor sells the vehicle to a bona fide purchaser for value who takes possession of the vehicle without knowledge of Badger State Loans’ security interest. What is the status of Badger State Loans’ security interest against the bona fide purchaser?
Correct
The question pertains to the perfection of a security interest in a motor vehicle titled in Wisconsin. Under Wisconsin’s Article 9 of the Uniform Commercial Code, specifically Wis. Stat. § 409.311(1)(b) and Wis. Stat. § 409.311(2), a security interest in a motor vehicle that is subject to a certificate of title statute of a state (like Wisconsin’s motor vehicle titling laws) is generally perfected by compliance with the certificate of title statute. This typically involves having the security interest noted on the certificate of title. Filing a UCC-1 financing statement with the Wisconsin Secretary of State is the general rule for perfection of security interests in personal property, but for goods covered by a certificate of title statute, the certificate of title method preempts the UCC filing method. Therefore, to establish a continuously perfected security interest in the described vehicle, the lender must ensure the security interest is properly noted on the Wisconsin certificate of title. If the lender only filed a UCC-1 financing statement and did not have the lien noted on the title, their security interest would not be perfected against a buyer who takes possession of the vehicle free of the unperfected security interest, assuming the buyer qualified for such protection. The continuous perfection requires the lien to be on the title.
Incorrect
The question pertains to the perfection of a security interest in a motor vehicle titled in Wisconsin. Under Wisconsin’s Article 9 of the Uniform Commercial Code, specifically Wis. Stat. § 409.311(1)(b) and Wis. Stat. § 409.311(2), a security interest in a motor vehicle that is subject to a certificate of title statute of a state (like Wisconsin’s motor vehicle titling laws) is generally perfected by compliance with the certificate of title statute. This typically involves having the security interest noted on the certificate of title. Filing a UCC-1 financing statement with the Wisconsin Secretary of State is the general rule for perfection of security interests in personal property, but for goods covered by a certificate of title statute, the certificate of title method preempts the UCC filing method. Therefore, to establish a continuously perfected security interest in the described vehicle, the lender must ensure the security interest is properly noted on the Wisconsin certificate of title. If the lender only filed a UCC-1 financing statement and did not have the lien noted on the title, their security interest would not be perfected against a buyer who takes possession of the vehicle free of the unperfected security interest, assuming the buyer qualified for such protection. The continuous perfection requires the lien to be on the title.
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Question 9 of 30
9. Question
Green Valley Manufacturing, operating in Wisconsin, secured a loan from Badger State Bank to purchase specialized, heavy-duty machinery intended to be permanently installed as fixtures in its new production facility. Badger State Bank, confident in its collateral position, filed a UCC-1 financing statement with the Wisconsin Secretary of State, listing the machinery as collateral and providing Green Valley Manufacturing’s corporate details. However, the filing did not include any description of the real property where the factory was located, nor was it filed with the local register of deeds. A subsequent creditor, Riverbend Capital, later provided financing to Green Valley Manufacturing, taking a mortgage on the factory property and properly recording it. Riverbend Capital’s mortgage explicitly included all fixtures on the property. Upon Green Valley Manufacturing’s default, a dispute arises between Badger State Bank and Riverbend Capital over priority concerning the specialized machinery. Which of the following accurately describes the perfection and priority status of Badger State Bank’s security interest in the machinery?
Correct
The question revolves around the concept of perfection of a security interest in goods that are to become fixtures. Under Wisconsin’s Uniform Commercial Code, Article 9, a security interest in fixtures is perfected by a fixture filing. A fixture filing is a financing statement that covers goods that are or are to become fixtures and meets certain additional requirements. Specifically, pursuant to Wis. Stat. § 409.502(1) and (3), a financing statement must provide the name of the debtor, be authorized by the debtor, and provide information that reasonably identifies the collateral. For fixtures, Wis. Stat. § 409.502(1)(c) requires that the financing statement indicate that it covers fixtures and must contain a description of the real property to which the fixtures are or are to become affixed. This description must be sufficient to identify the real property. The financing statement is filed in the office designated by Wis. Stat. § 409.501(1) for the filing of real property records, which is typically the office of the register of deeds in the county where the real property is located. The priority of a security interest in fixtures is generally determined by the time of filing the fixture filing, with a fixture filing generally having priority over conflicting interests in the same fixtures unless an exception applies. The scenario describes a situation where a lender has a security interest in manufacturing equipment that will be installed as fixtures in a factory. The lender files a standard UCC-1 financing statement with the Wisconsin Secretary of State, which is the correct place for perfection of security interests in personal property, but not for fixtures. Since the collateral is to become fixtures, a fixture filing is required for perfection. A fixture filing must be filed in the local real estate records office, not the central UCC filing office, and must include a description of the real property. Therefore, the filing with the Secretary of State is insufficient to perfect the security interest in the fixtures. The correct method of perfection for fixtures is a fixture filing in the appropriate local real estate records.
Incorrect
The question revolves around the concept of perfection of a security interest in goods that are to become fixtures. Under Wisconsin’s Uniform Commercial Code, Article 9, a security interest in fixtures is perfected by a fixture filing. A fixture filing is a financing statement that covers goods that are or are to become fixtures and meets certain additional requirements. Specifically, pursuant to Wis. Stat. § 409.502(1) and (3), a financing statement must provide the name of the debtor, be authorized by the debtor, and provide information that reasonably identifies the collateral. For fixtures, Wis. Stat. § 409.502(1)(c) requires that the financing statement indicate that it covers fixtures and must contain a description of the real property to which the fixtures are or are to become affixed. This description must be sufficient to identify the real property. The financing statement is filed in the office designated by Wis. Stat. § 409.501(1) for the filing of real property records, which is typically the office of the register of deeds in the county where the real property is located. The priority of a security interest in fixtures is generally determined by the time of filing the fixture filing, with a fixture filing generally having priority over conflicting interests in the same fixtures unless an exception applies. The scenario describes a situation where a lender has a security interest in manufacturing equipment that will be installed as fixtures in a factory. The lender files a standard UCC-1 financing statement with the Wisconsin Secretary of State, which is the correct place for perfection of security interests in personal property, but not for fixtures. Since the collateral is to become fixtures, a fixture filing is required for perfection. A fixture filing must be filed in the local real estate records office, not the central UCC filing office, and must include a description of the real property. Therefore, the filing with the Secretary of State is insufficient to perfect the security interest in the fixtures. The correct method of perfection for fixtures is a fixture filing in the appropriate local real estate records.
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Question 10 of 30
10. Question
When a Wisconsin-based trucking company, “Badger Haulers LLC,” finances a fleet of commercial trucks through a loan from “Milwaukee Financial Corp.,” and the trucks are titled in Wisconsin, what is the legally mandated and most effective method for Milwaukee Financial Corp. to perfect its security interest in these vehicles, thereby establishing priority over subsequent claims?
Correct
The question concerns the perfection of a security interest in a motor vehicle titled in Wisconsin. Under Wisconsin law, specifically Wisconsin Statutes Chapter 409, the method of perfecting a security interest in a motor vehicle is governed by the certificate of title statutes, which are an exception to the general filing rules of Article 9. Wisconsin Statutes Section 342.19 dictates that a security interest in a vehicle subject to a certificate of title statute is perfected by compliance with that statute. This typically involves notation of the security interest on the certificate of title by the Wisconsin Department of Transportation (DOT). Filing a UCC-1 financing statement with the Wisconsin Secretary of State is generally not the correct method for perfecting a security interest in a titled motor vehicle, as it does not provide notice to subsequent purchasers or encumbrancers who would rely on the certificate of title. While a security agreement is necessary to create the security interest, its perfection in this context is tied to the title notation. Therefore, the most effective method to perfect the security interest in the truck, which is titled in Wisconsin, is by having the lien noted on the certificate of title.
Incorrect
The question concerns the perfection of a security interest in a motor vehicle titled in Wisconsin. Under Wisconsin law, specifically Wisconsin Statutes Chapter 409, the method of perfecting a security interest in a motor vehicle is governed by the certificate of title statutes, which are an exception to the general filing rules of Article 9. Wisconsin Statutes Section 342.19 dictates that a security interest in a vehicle subject to a certificate of title statute is perfected by compliance with that statute. This typically involves notation of the security interest on the certificate of title by the Wisconsin Department of Transportation (DOT). Filing a UCC-1 financing statement with the Wisconsin Secretary of State is generally not the correct method for perfecting a security interest in a titled motor vehicle, as it does not provide notice to subsequent purchasers or encumbrancers who would rely on the certificate of title. While a security agreement is necessary to create the security interest, its perfection in this context is tied to the title notation. Therefore, the most effective method to perfect the security interest in the truck, which is titled in Wisconsin, is by having the lien noted on the certificate of title.
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Question 11 of 30
11. Question
Venture Capital LLC, a Wisconsin-based entity, extended a loan to Badger Fabrication, Inc., also a Wisconsin corporation, secured by all of Badger Fabrication’s present and after-acquired equipment. Venture Capital LLC properly filed a UCC-1 financing statement with the Wisconsin Secretary of State on January 15th. On February 1st, Badger Fabrication purchased a specialized milling machine from Industrial Machinery Sales, a dealer in Illinois, and took possession of the machine at its Wisconsin facility. Industrial Machinery Sales was aware that Badger Fabrication was financing its operations. On March 1st, Badger Fabrication sold the milling machine to a different Wisconsin company, Precision Parts Manufacturing, which had no prior knowledge of Venture Capital LLC’s security interest. What is the status of Venture Capital LLC’s security interest in the milling machine as against Precision Parts Manufacturing?
Correct
No calculation is required for this question. The scenario involves a purchase money security interest (PMSI) in equipment. Under Wisconsin’s Uniform Commercial Code (UCC) § 409.317, a buyer of goods takes free of a security interest if the buyer receives delivery of the goods and does not know of the security interest. However, this protection does not apply to a buyer of goods that is also a buyer in the ordinary course of business if the buyer receives delivery of the goods and has not been notified of the security interest’s existence. A PMSI in equipment generally requires perfection by filing a financing statement to be effective against third parties, including subsequent purchasers who take possession of the collateral. While possession can be a method of perfection for certain collateral, for equipment, filing is typically the primary method. If the secured party perfected its PMSI by filing a financing statement before the debtor delivered the equipment to the subsequent buyer, and the subsequent buyer was not a buyer in the ordinary course of business who received delivery without knowledge, the security interest would likely remain attached and enforceable against the subsequent buyer. Wisconsin law, like most UCC jurisdictions, prioritizes perfection. Since the secured party filed its financing statement, it has established its priority against subsequent transferees who do not qualify for an exception. The debtor’s possession of the equipment prior to sale does not negate the secured party’s perfected interest.
Incorrect
No calculation is required for this question. The scenario involves a purchase money security interest (PMSI) in equipment. Under Wisconsin’s Uniform Commercial Code (UCC) § 409.317, a buyer of goods takes free of a security interest if the buyer receives delivery of the goods and does not know of the security interest. However, this protection does not apply to a buyer of goods that is also a buyer in the ordinary course of business if the buyer receives delivery of the goods and has not been notified of the security interest’s existence. A PMSI in equipment generally requires perfection by filing a financing statement to be effective against third parties, including subsequent purchasers who take possession of the collateral. While possession can be a method of perfection for certain collateral, for equipment, filing is typically the primary method. If the secured party perfected its PMSI by filing a financing statement before the debtor delivered the equipment to the subsequent buyer, and the subsequent buyer was not a buyer in the ordinary course of business who received delivery without knowledge, the security interest would likely remain attached and enforceable against the subsequent buyer. Wisconsin law, like most UCC jurisdictions, prioritizes perfection. Since the secured party filed its financing statement, it has established its priority against subsequent transferees who do not qualify for an exception. The debtor’s possession of the equipment prior to sale does not negate the secured party’s perfected interest.
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Question 12 of 30
12. Question
A Wisconsin-based manufacturing firm, “Badger Components Inc.,” obtains a loan from “MKE Capital LLC” secured by its inventory of specialized machine parts and a collection of antique Wisconsin-made woodworking tools. MKE Capital LLC takes physical possession of all the woodworking tools but does not file a UCC-1 financing statement for either the inventory or the tools. Subsequently, “Green Bay Equipment Sales” purchases the woodworking tools from Badger Components Inc. without knowledge of MKE Capital LLC’s security interest. Which of the following best describes the perfection status of MKE Capital LLC’s security interest in the woodworking tools at the time of the sale to Green Bay Equipment Sales?
Correct
Under Wisconsin’s Uniform Commercial Code, Article 9, a security interest in certain types of collateral, such as accounts or chattel paper, is generally perfected by filing a financing statement. However, possession is another method of perfection for certain collateral, including negotiable documents, goods, instruments, and money. When a secured party obtains possession of collateral, this act of taking and maintaining possession serves as notice to the world of the secured party’s interest, obviating the need for a public filing for perfection. This is particularly relevant for collateral where physical control is feasible and provides a high degree of certainty. For example, if a lender takes possession of a valuable piece of art that serves as collateral for a loan, the lender’s security interest in that art is perfected through possession, without requiring the filing of a UCC-1 financing statement in Wisconsin. This method is often chosen for high-value, tangible assets where the secured party can maintain physical control. The UCC explicitly states that possession is a method of perfection for specific categories of collateral.
Incorrect
Under Wisconsin’s Uniform Commercial Code, Article 9, a security interest in certain types of collateral, such as accounts or chattel paper, is generally perfected by filing a financing statement. However, possession is another method of perfection for certain collateral, including negotiable documents, goods, instruments, and money. When a secured party obtains possession of collateral, this act of taking and maintaining possession serves as notice to the world of the secured party’s interest, obviating the need for a public filing for perfection. This is particularly relevant for collateral where physical control is feasible and provides a high degree of certainty. For example, if a lender takes possession of a valuable piece of art that serves as collateral for a loan, the lender’s security interest in that art is perfected through possession, without requiring the filing of a UCC-1 financing statement in Wisconsin. This method is often chosen for high-value, tangible assets where the secured party can maintain physical control. The UCC explicitly states that possession is a method of perfection for specific categories of collateral.
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Question 13 of 30
13. Question
DairyDelights Inc., a corporation organized under the laws of Wisconsin, sells specialty cheeses on credit to various buyers across the United States, including a significant number of customers in Illinois. DairyDelights Inc. grants a security interest in its accounts to secure a loan from Badger State Bank. Badger State Bank intends to perfect this security interest. Considering the principles of secured transactions under Wisconsin’s Uniform Commercial Code, where should Badger State Bank file its initial financing statement to achieve perfection of its security interest in DairyDelights Inc.’s accounts?
Correct
The core issue here revolves around the perfection of a security interest in accounts that arise from the sale of goods by a seller located in Wisconsin to buyers located in Illinois. Under Article 9 of the Uniform Commercial Code, as adopted in Wisconsin (Wis. Stat. § 409.301 et seq.), a security interest must be perfected to be effective against third-party purchasers and lien creditors. Perfection is generally achieved by filing a financing statement or by possession or control, depending on the type of collateral. For accounts, perfection is typically accomplished by filing a financing statement. The question of where to file a financing statement is governed by the “location of the debtor” rule. Wis. Stat. § 409.307 specifies that the law of the jurisdiction where the debtor is located governs perfection and priority. For a registered organization (like a corporation), its location is the jurisdiction whose law governs its internal affairs, which is typically the state of incorporation. For an individual or a partnership, it’s their chief executive office. In this scenario, “DairyDelights Inc.” is a Wisconsin corporation, meaning its location for Article 9 purposes is Wisconsin. The collateral is accounts arising from the sale of cheese. Even though the buyers are in Illinois, the debtor’s location dictates the filing jurisdiction. Therefore, DairyDelights Inc. must file its financing statement in Wisconsin to perfect its security interest in the accounts. The UCC’s choice of law rules for perfection prioritize the debtor’s location to provide a single, predictable place to search for security interests. Filing in Illinois would be incorrect because the debtor is not located there. Filing in both states might be a prudent business practice but is not legally required for perfection under the UCC’s default rules when the debtor is located in only one state. The UCC aims for a single situs for perfection of most types of collateral.
Incorrect
The core issue here revolves around the perfection of a security interest in accounts that arise from the sale of goods by a seller located in Wisconsin to buyers located in Illinois. Under Article 9 of the Uniform Commercial Code, as adopted in Wisconsin (Wis. Stat. § 409.301 et seq.), a security interest must be perfected to be effective against third-party purchasers and lien creditors. Perfection is generally achieved by filing a financing statement or by possession or control, depending on the type of collateral. For accounts, perfection is typically accomplished by filing a financing statement. The question of where to file a financing statement is governed by the “location of the debtor” rule. Wis. Stat. § 409.307 specifies that the law of the jurisdiction where the debtor is located governs perfection and priority. For a registered organization (like a corporation), its location is the jurisdiction whose law governs its internal affairs, which is typically the state of incorporation. For an individual or a partnership, it’s their chief executive office. In this scenario, “DairyDelights Inc.” is a Wisconsin corporation, meaning its location for Article 9 purposes is Wisconsin. The collateral is accounts arising from the sale of cheese. Even though the buyers are in Illinois, the debtor’s location dictates the filing jurisdiction. Therefore, DairyDelights Inc. must file its financing statement in Wisconsin to perfect its security interest in the accounts. The UCC’s choice of law rules for perfection prioritize the debtor’s location to provide a single, predictable place to search for security interests. Filing in Illinois would be incorrect because the debtor is not located there. Filing in both states might be a prudent business practice but is not legally required for perfection under the UCC’s default rules when the debtor is located in only one state. The UCC aims for a single situs for perfection of most types of collateral.
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Question 14 of 30
14. Question
Consider a Wisconsin-based agricultural cooperative, “Prairie Harvest,” which grants a security interest in its entire inventory of harvested corn to Bank A to secure a loan. Bank A diligently files a UCC-1 financing statement with the Wisconsin Secretary of State on March 1st. Subsequently, Prairie Harvest obtains another loan from Farm Credit Services, granting them a security interest in the same corn inventory. Farm Credit Services files its UCC-1 financing statement on April 15th. If Prairie Harvest defaults on both loans, what is the priority of Bank A’s security interest in the corn inventory relative to Farm Credit Services’ security interest during the period between March 1st and April 15th?
Correct
The core issue here is determining the priority of security interests when a debtor defaults. In Wisconsin, as under Article 9 of the UCC, a secured party generally has priority over unsecured creditors. However, the priority among secured creditors is typically determined by the order of filing a financing statement or perfection. In this scenario, Bank A perfected its security interest in the farm equipment by filing a financing statement on March 1st. Farm Credit Services perfected its security interest in the same collateral by filing on April 15th. When the debtor defaults, Bank A, having perfected its interest earlier, generally has priority over Farm Credit Services. The question specifically asks about the effect of Bank A’s filing on Farm Credit Services’ unperfected security interest *before* Farm Credit Services perfected. Wisconsin law, consistent with UCC § 9-322, establishes that a perfected security interest has priority over an unperfected security interest. Therefore, Bank A’s perfected security interest, established by its March 1st filing, takes precedence over Farm Credit Services’ security interest from the moment it was granted, even before Farm Credit Services filed its financing statement. The critical point is that perfection, not just attachment, is key for priority against other secured parties and certain other claimants. Bank A’s filing on March 1st means its interest was perfected as of that date. Farm Credit Services’ security interest attached when it was granted, but it remained unperfected until its April 15th filing. During the period between March 1st and April 15th, Bank A’s perfected security interest in the farm equipment has priority over Farm Credit Services’ unperfected security interest.
Incorrect
The core issue here is determining the priority of security interests when a debtor defaults. In Wisconsin, as under Article 9 of the UCC, a secured party generally has priority over unsecured creditors. However, the priority among secured creditors is typically determined by the order of filing a financing statement or perfection. In this scenario, Bank A perfected its security interest in the farm equipment by filing a financing statement on March 1st. Farm Credit Services perfected its security interest in the same collateral by filing on April 15th. When the debtor defaults, Bank A, having perfected its interest earlier, generally has priority over Farm Credit Services. The question specifically asks about the effect of Bank A’s filing on Farm Credit Services’ unperfected security interest *before* Farm Credit Services perfected. Wisconsin law, consistent with UCC § 9-322, establishes that a perfected security interest has priority over an unperfected security interest. Therefore, Bank A’s perfected security interest, established by its March 1st filing, takes precedence over Farm Credit Services’ security interest from the moment it was granted, even before Farm Credit Services filed its financing statement. The critical point is that perfection, not just attachment, is key for priority against other secured parties and certain other claimants. Bank A’s filing on March 1st means its interest was perfected as of that date. Farm Credit Services’ security interest attached when it was granted, but it remained unperfected until its April 15th filing. During the period between March 1st and April 15th, Bank A’s perfected security interest in the farm equipment has priority over Farm Credit Services’ unperfected security interest.
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Question 15 of 30
15. Question
Agri-Solutions LLC, a Wisconsin-based agricultural supplier, obtained a loan from Farmstead Equipment Inc. Farmstead properly perfected a security interest in all of Agri-Solutions’ present and after-acquired inventory. Subsequently, Agri-Solutions secured a separate loan from Harvest Finance Corp. to acquire a new fleet of tractors. Harvest Finance Corp. provided value and took a purchase money security interest (PMSI) in these specific tractors. Agri-Solutions received possession of the tractors on October 1, 2023. Harvest Finance Corp. filed its financing statement covering the tractors on October 15, 2023. Which party has priority regarding the newly acquired tractors?
Correct
This scenario tests the concept of attachment and perfection of a security interest in inventory, specifically focusing on the interplay between a purchase money security interest (PMSI) and after-acquired property clauses in a prior security agreement. In Wisconsin, as under Article 9 of the Uniform Commercial Code, a security interest attaches when it becomes enforceable against the debtor. This generally occurs when value is given, the debtor has rights in the collateral, and a security agreement is in place. Perfection, which establishes priority against third parties, typically requires attachment and the filing of a financing statement or possession of the collateral. Here, “Farmstead Equipment Inc.” has a perfected security interest in “Agri-Solutions LLC’s” existing and after-acquired inventory. This means Farmstead’s security interest has attached to all inventory Agri-Solutions owns or acquires, and it is perfected by filing. “Harvest Finance Corp.” later provides Agri-Solutions with a loan to purchase new tractors, taking a PMSI in those specific tractors. For Harvest’s PMSI to have priority over Farmstead’s prior perfected security interest in after-acquired inventory, Harvest must meet the requirements of UCC § 9-324. This typically involves filing a financing statement covering the collateral before or within twenty days after the debtor receives possession of the collateral. In Wisconsin, the filing period is twenty days after the debtor receives possession. Since Harvest Finance Corp. filed its financing statement on October 15th, and Agri-Solutions received possession of the tractors on October 1st, Harvest’s filing occurred within the twenty-day grace period. Therefore, Harvest’s PMSI in the tractors is perfected and has priority over Farmstead’s security interest in the after-acquired inventory, as a PMSI in inventory generally takes priority over a conflicting security interest in the same inventory if the PMSI requirements are met.
Incorrect
This scenario tests the concept of attachment and perfection of a security interest in inventory, specifically focusing on the interplay between a purchase money security interest (PMSI) and after-acquired property clauses in a prior security agreement. In Wisconsin, as under Article 9 of the Uniform Commercial Code, a security interest attaches when it becomes enforceable against the debtor. This generally occurs when value is given, the debtor has rights in the collateral, and a security agreement is in place. Perfection, which establishes priority against third parties, typically requires attachment and the filing of a financing statement or possession of the collateral. Here, “Farmstead Equipment Inc.” has a perfected security interest in “Agri-Solutions LLC’s” existing and after-acquired inventory. This means Farmstead’s security interest has attached to all inventory Agri-Solutions owns or acquires, and it is perfected by filing. “Harvest Finance Corp.” later provides Agri-Solutions with a loan to purchase new tractors, taking a PMSI in those specific tractors. For Harvest’s PMSI to have priority over Farmstead’s prior perfected security interest in after-acquired inventory, Harvest must meet the requirements of UCC § 9-324. This typically involves filing a financing statement covering the collateral before or within twenty days after the debtor receives possession of the collateral. In Wisconsin, the filing period is twenty days after the debtor receives possession. Since Harvest Finance Corp. filed its financing statement on October 15th, and Agri-Solutions received possession of the tractors on October 1st, Harvest’s filing occurred within the twenty-day grace period. Therefore, Harvest’s PMSI in the tractors is perfected and has priority over Farmstead’s security interest in the after-acquired inventory, as a PMSI in inventory generally takes priority over a conflicting security interest in the same inventory if the PMSI requirements are met.
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Question 16 of 30
16. Question
Badger Farms, a Wisconsin-based agricultural cooperative, secured a loan from AgriBank. As collateral, Badger Farms granted AgriBank a security interest in all its assets, including its accounts, equipment, and a substantial deposit account held at First National Bank of Wisconsin. AgriBank diligently filed a UCC-1 financing statement with the Wisconsin Secretary of State covering all of Badger Farms’ assets. Subsequently, Badger Farms obtained another loan from Dairy State Credit Union, also secured by a broad range of its assets, including the same deposit account. Dairy State Credit Union, in addition to filing a UCC-1, entered into a control agreement with First National Bank of Wisconsin with respect to Badger Farms’ deposit account. Assuming no other relevant filings or actions were taken, what is the likely priority of the security interests in Badger Farms’ deposit account?
Correct
The core issue here is the perfection of a security interest in a deposit account held by a debtor. Under Wisconsin’s Uniform Commercial Code, specifically § 409.312(1) and § 409.304(1), a security interest in a deposit account can only be perfected by control. Control is defined in § 409.104. For a deposit account, control is achieved when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. Simply filing a financing statement, as done by AgriBank, is generally insufficient to perfect a security interest in a deposit account. While filing is effective for many types of collateral, deposit accounts are explicitly excluded from the general perfection rules by § 409.312(1), which states that such interests are perfected only as provided in § 409.304. Section 409.304(1) then mandates control. Therefore, because AgriBank only filed a financing statement and did not obtain control over the deposit account held by Badger Farms at First National Bank of Wisconsin, its security interest in the deposit account remains unperfected. This means that if Badger Farms were to become insolvent or if another party with a perfected security interest in the deposit account were to assert their rights, AgriBank’s claim to the deposit account would be subordinate. The perfection of a security interest in a deposit account is a critical aspect of secured transactions law, as it dictates priority and enforceability against third parties.
Incorrect
The core issue here is the perfection of a security interest in a deposit account held by a debtor. Under Wisconsin’s Uniform Commercial Code, specifically § 409.312(1) and § 409.304(1), a security interest in a deposit account can only be perfected by control. Control is defined in § 409.104. For a deposit account, control is achieved when the secured party is the bank with which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. Simply filing a financing statement, as done by AgriBank, is generally insufficient to perfect a security interest in a deposit account. While filing is effective for many types of collateral, deposit accounts are explicitly excluded from the general perfection rules by § 409.312(1), which states that such interests are perfected only as provided in § 409.304. Section 409.304(1) then mandates control. Therefore, because AgriBank only filed a financing statement and did not obtain control over the deposit account held by Badger Farms at First National Bank of Wisconsin, its security interest in the deposit account remains unperfected. This means that if Badger Farms were to become insolvent or if another party with a perfected security interest in the deposit account were to assert their rights, AgriBank’s claim to the deposit account would be subordinate. The perfection of a security interest in a deposit account is a critical aspect of secured transactions law, as it dictates priority and enforceability against third parties.
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Question 17 of 30
17. Question
Dairy Farms Inc., a Wisconsin-based agricultural cooperative, enters into a loan agreement with Badger Bank, granting the bank a security interest in its primary operating deposit account to secure the loan. Badger Bank obtains a signed security agreement and takes possession of the account statements, but no separate control agreement is executed by Dairy Farms Inc. or Badger Bank with the depositary bank. Subsequently, Dairy Farms Inc. obtains a line of credit from Creditor Corp., a national lender, and grants Creditor Corp. a security interest in all of its assets, including all deposit accounts, whether now existing or hereafter acquired. Creditor Corp. promptly files a UCC-1 financing statement with the Wisconsin Secretary of State, which accurately describes the collateral. When Dairy Farms Inc. defaults on both loans, who has priority in the operating deposit account?
Correct
The core issue in this scenario revolves around the perfection of a security interest in a deposit account under Wisconsin’s Article 9. A security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. In this case, while Badger Bank has a security agreement and possession of the account, it has not obtained control as defined by UCC § 9-104 (as adopted in Wisconsin). Specifically, the debtor, Dairy Farms Inc., has not granted Badger Bank control by agreeing to the bank’s instructions. Instead, Badger Bank is merely holding the account without the necessary control agreement. Furthermore, Creditor Corp. has a perfected security interest in all of Dairy Farms Inc.’s assets, including after-acquired property, and its filing statement covers deposit accounts. Since Badger Bank has not achieved control, its unperfected security interest is subordinate to Creditor Corp.’s perfected security interest. The UCC § 9-314(a) states that a security interest in a deposit account is perfected by control. Without control, the security interest remains unperfected. Wisconsin Statute § 409.104 outlines the ways to obtain control over a deposit account. Since Badger Bank did not satisfy these requirements, its interest is subordinate to Creditor Corp.’s properly perfected security interest.
Incorrect
The core issue in this scenario revolves around the perfection of a security interest in a deposit account under Wisconsin’s Article 9. A security interest in a deposit account can only be perfected by control. Control is achieved when the secured party is the bank in which the deposit account is maintained, or when the secured party obtains the bank’s agreement to comply with the secured party’s instructions regarding the deposit account. In this case, while Badger Bank has a security agreement and possession of the account, it has not obtained control as defined by UCC § 9-104 (as adopted in Wisconsin). Specifically, the debtor, Dairy Farms Inc., has not granted Badger Bank control by agreeing to the bank’s instructions. Instead, Badger Bank is merely holding the account without the necessary control agreement. Furthermore, Creditor Corp. has a perfected security interest in all of Dairy Farms Inc.’s assets, including after-acquired property, and its filing statement covers deposit accounts. Since Badger Bank has not achieved control, its unperfected security interest is subordinate to Creditor Corp.’s perfected security interest. The UCC § 9-314(a) states that a security interest in a deposit account is perfected by control. Without control, the security interest remains unperfected. Wisconsin Statute § 409.104 outlines the ways to obtain control over a deposit account. Since Badger Bank did not satisfy these requirements, its interest is subordinate to Creditor Corp.’s properly perfected security interest.
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Question 18 of 30
18. Question
AgriBank extends a loan to Ms. Anya Sharma, a sole proprietor operating a landscaping business in Milwaukee, Wisconsin, to finance the purchase of a commercial-grade tractor. Ms. Sharma intends to use the tractor primarily for her landscaping contracts throughout southeastern Wisconsin, though she anticipates using it for occasional personal lawn maintenance at her residence. AgriBank files a financing statement with the Wisconsin Secretary of State to perfect its security interest in the tractor. A competing creditor, Badger State Credit Union, later obtains a judgment against Ms. Sharma and seeks to levy on the tractor. Badger State Credit Union argues that AgriBank’s security interest is unperfected because it failed to file a PMSI notification directly with Ms. Sharma, asserting the tractor qualifies as a consumer good. What is the correct legal status of AgriBank’s security interest in the tractor concerning Badger State Credit Union’s claim?
Correct
In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in consumer goods generally does not require filing a financing statement to attain perfection against consumers. However, this exception is narrowly construed. A “consumer good” is defined as goods primarily used for personal, family, or household purposes. When a debtor uses collateral for both business and personal reasons, the classification hinges on the primary use. If the primary use is personal, it’s a consumer good. If the primary use is business, it is not a consumer good. In this scenario, the tractor is purchased by a sole proprietor, Ms. Anya Sharma, who operates a small landscaping business in Milwaukee, Wisconsin. While she might occasionally use the tractor for personal landscaping on her property, the predominant purpose of acquiring a tractor for a landscaping business is commercial. Therefore, the tractor is not a consumer good for purposes of Article 9. Consequently, to perfect its security interest against third parties and other creditors, the secured party, AgriBank, must file a financing statement in accordance with Wisconsin statutes, specifically Wis. Stat. § 409.310(1). Failure to file means AgriBank’s security interest is unperfected, and a hypothetical buyer of the tractor from Ms. Sharma who takes possession of the tractor would take it free of AgriBank’s unperfected security interest under Wis. Stat. § 409.320(1), assuming the buyer is a buyer in the ordinary course of business who is not Ms. Sharma’s agent and has no knowledge of the security interest.
Incorrect
In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, a purchase money security interest (PMSI) in consumer goods generally does not require filing a financing statement to attain perfection against consumers. However, this exception is narrowly construed. A “consumer good” is defined as goods primarily used for personal, family, or household purposes. When a debtor uses collateral for both business and personal reasons, the classification hinges on the primary use. If the primary use is personal, it’s a consumer good. If the primary use is business, it is not a consumer good. In this scenario, the tractor is purchased by a sole proprietor, Ms. Anya Sharma, who operates a small landscaping business in Milwaukee, Wisconsin. While she might occasionally use the tractor for personal landscaping on her property, the predominant purpose of acquiring a tractor for a landscaping business is commercial. Therefore, the tractor is not a consumer good for purposes of Article 9. Consequently, to perfect its security interest against third parties and other creditors, the secured party, AgriBank, must file a financing statement in accordance with Wisconsin statutes, specifically Wis. Stat. § 409.310(1). Failure to file means AgriBank’s security interest is unperfected, and a hypothetical buyer of the tractor from Ms. Sharma who takes possession of the tractor would take it free of AgriBank’s unperfected security interest under Wis. Stat. § 409.320(1), assuming the buyer is a buyer in the ordinary course of business who is not Ms. Sharma’s agent and has no knowledge of the security interest.
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Question 19 of 30
19. Question
Consider a Wisconsin-based enterprise, “Cranberry Creek Crafts,” which specializes in artisanal wooden furniture. Cranberry Creek Crafts decides to sell its entire business operations, including all its tangible assets, goodwill, and outstanding accounts receivable generated from its sales to customers across the United States, to a competitor, “Birchwood Builders Inc.” The sale agreement explicitly lists all accounts as a component of the business transfer. Birchwood Builders Inc. does not file a UCC-1 financing statement in Wisconsin concerning these accounts. Later, a judgment creditor of Cranberry Creek Crafts obtains a writ of execution and attempts to levy upon the accounts receivable transferred to Birchwood Builders Inc. What is the legal status of Birchwood Builders Inc.’s claim to these accounts against the judgment creditor, given the nature of the transaction?
Correct
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 Wisconsin’s Uniform Commercial Code, Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, Wis. Stat. § 409.109(4)(d) specifically excludes from Article 9’s scope the sale of accounts as part of a sale of the business out of which they arose. This exclusion is significant because it means that if the accounts are transferred as an integral part of the sale of the entire business, the transfer is not treated as a secured transaction under Article 9, and therefore, a UCC-1 filing is not the primary mechanism for establishing rights in those accounts against third parties. Instead, such transfers are governed by general principles of contract law and property law. The question tests the understanding of this specific exclusion and its implications for perfection.
Incorrect
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 Wisconsin’s Uniform Commercial Code, Article 9, a security interest in accounts is generally perfected by filing a financing statement in the appropriate jurisdiction. However, Wis. Stat. § 409.109(4)(d) specifically excludes from Article 9’s scope the sale of accounts as part of a sale of the business out of which they arose. This exclusion is significant because it means that if the accounts are transferred as an integral part of the sale of the entire business, the transfer is not treated as a secured transaction under Article 9, and therefore, a UCC-1 filing is not the primary mechanism for establishing rights in those accounts against third parties. Instead, such transfers are governed by general principles of contract law and property law. The question tests the understanding of this specific exclusion and its implications for perfection.
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Question 20 of 30
20. Question
AgriHarvest Solutions Inc., a Wisconsin-registered corporation specializing in the sale of advanced agricultural machinery, enters into a security agreement with “Prairie Farms Cooperative” (a Wisconsin cooperative) to secure a loan. The collateral for this loan includes all of AgriHarvest Solutions Inc.’s existing and future accounts arising from its sales of specialized equipment. To ensure its security interest is properly perfected against third-party claims, where must AgriHarvest Solutions Inc. file its UCC-1 financing statement according to Wisconsin’s secured transactions law?
Correct
Under Wisconsin’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, payment intangibles, and promissory notes, perfection is generally achieved by filing a financing statement in the jurisdiction where the debtor is located. The debtor’s location is typically the state of incorporation for a registered organization, the state of its chief executive office for an unregistered organization, or the state of its residence for an individual. In this scenario, “AgriHarvest Solutions Inc.” is a corporation incorporated in Wisconsin. Therefore, to perfect its security interest in the accounts receivable generated by its sales of specialized agricultural equipment, AgriHarvest Solutions Inc. must file its financing statement in Wisconsin. The filing must be made in the office designated by state law, which for most general business filings in Wisconsin is the Secretary of State’s office. The question tests the understanding of the proper filing location for perfection of a security interest in accounts, which is a fundamental aspect of secured transactions law, particularly concerning the location of the debtor. This is distinct from perfection by possession or control, which are applicable to other types of collateral. The concept of “accounts” as defined in UCC § 9-102(a)(2) includes rights to payment for goods sold or leased or services rendered, which is precisely what AgriHarvest Solutions Inc. is dealing with.
Incorrect
Under Wisconsin’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, payment intangibles, and promissory notes, perfection is generally achieved by filing a financing statement in the jurisdiction where the debtor is located. The debtor’s location is typically the state of incorporation for a registered organization, the state of its chief executive office for an unregistered organization, or the state of its residence for an individual. In this scenario, “AgriHarvest Solutions Inc.” is a corporation incorporated in Wisconsin. Therefore, to perfect its security interest in the accounts receivable generated by its sales of specialized agricultural equipment, AgriHarvest Solutions Inc. must file its financing statement in Wisconsin. The filing must be made in the office designated by state law, which for most general business filings in Wisconsin is the Secretary of State’s office. The question tests the understanding of the proper filing location for perfection of a security interest in accounts, which is a fundamental aspect of secured transactions law, particularly concerning the location of the debtor. This is distinct from perfection by possession or control, which are applicable to other types of collateral. The concept of “accounts” as defined in UCC § 9-102(a)(2) includes rights to payment for goods sold or leased or services rendered, which is precisely what AgriHarvest Solutions Inc. is dealing with.
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Question 21 of 30
21. Question
Consider a scenario where Agri-Financers, Inc., a lender based in Madison, Wisconsin, provides financing for new harvesting equipment to a Wisconsin-based agricultural cooperative, “Prairie Harvest,” which already has an existing, perfected security interest in all of its inventory granted to the Bank of Wisconsin. Agri-Financers, Inc. properly files its financing statement covering the new equipment before Prairie Harvest takes possession. However, Agri-Financers, Inc. sends its required authenticated notification to the Bank of Wisconsin regarding its expected PMSI in the inventory of harvesting equipment two weeks *after* Prairie Harvest has received possession of the equipment. Which party holds the superior security interest in the new harvesting equipment inventory?
Correct
The core issue here revolves around the perfection of a security interest in collateral that is subject to a purchase money security interest (PMSI) and the notification requirements under Wisconsin’s version of Article 9 of the Uniform Commercial Code. Specifically, when a secured party (Bank of Wisconsin) has a prior perfected security interest in inventory, and a new lender (Agri-Financers, Inc.) provides financing for new inventory that is subject to a PMSI, the Agri-Financers, Inc. must take specific steps to ensure its PMSI has priority over the Bank of Wisconsin’s existing security interest. Under Wisconsin Stat. § 409.324(2), a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. These conditions include that the PMSI holder must have perfected its security interest when the debtor received possession of the inventory. Crucially, the PMSI holder must also give an authenticated notification to any holder of a conflicting security interest in the inventory. This notification must state that the PMSI holder expects to acquire a PMSI in inventory of a described type, and this notification must be sent within six months before the debtor receives possession of the inventory. In this scenario, Agri-Financers, Inc. has a PMSI in the new harvesting equipment. The Bank of Wisconsin has a prior perfected security interest in all of the debtor’s existing and after-acquired inventory. Agri-Financers, Inc. filed its financing statement before the debtor received possession of the new equipment, thus perfecting its PMSI. However, the critical step for priority over the Bank of Wisconsin’s conflicting interest in the inventory is the notification. Agri-Financers, Inc. sent its notification to the Bank of Wisconsin *after* the debtor received possession of the equipment. This timing is too late according to Wisconsin Stat. § 409.324(2). The notification must be sent *before* the debtor receives possession. Therefore, Agri-Financers, Inc.’s PMSI in the new inventory does not have priority over the Bank of Wisconsin’s prior perfected security interest. The Bank of Wisconsin’s security interest remains superior because Agri-Financers, Inc. failed to satisfy the statutory notification requirement within the prescribed timeframe.
Incorrect
The core issue here revolves around the perfection of a security interest in collateral that is subject to a purchase money security interest (PMSI) and the notification requirements under Wisconsin’s version of Article 9 of the Uniform Commercial Code. Specifically, when a secured party (Bank of Wisconsin) has a prior perfected security interest in inventory, and a new lender (Agri-Financers, Inc.) provides financing for new inventory that is subject to a PMSI, the Agri-Financers, Inc. must take specific steps to ensure its PMSI has priority over the Bank of Wisconsin’s existing security interest. Under Wisconsin Stat. § 409.324(2), a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. These conditions include that the PMSI holder must have perfected its security interest when the debtor received possession of the inventory. Crucially, the PMSI holder must also give an authenticated notification to any holder of a conflicting security interest in the inventory. This notification must state that the PMSI holder expects to acquire a PMSI in inventory of a described type, and this notification must be sent within six months before the debtor receives possession of the inventory. In this scenario, Agri-Financers, Inc. has a PMSI in the new harvesting equipment. The Bank of Wisconsin has a prior perfected security interest in all of the debtor’s existing and after-acquired inventory. Agri-Financers, Inc. filed its financing statement before the debtor received possession of the new equipment, thus perfecting its PMSI. However, the critical step for priority over the Bank of Wisconsin’s conflicting interest in the inventory is the notification. Agri-Financers, Inc. sent its notification to the Bank of Wisconsin *after* the debtor received possession of the equipment. This timing is too late according to Wisconsin Stat. § 409.324(2). The notification must be sent *before* the debtor receives possession. Therefore, Agri-Financers, Inc.’s PMSI in the new inventory does not have priority over the Bank of Wisconsin’s prior perfected security interest. The Bank of Wisconsin’s security interest remains superior because Agri-Financers, Inc. failed to satisfy the statutory notification requirement within the prescribed timeframe.
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Question 22 of 30
22. Question
Artisan Woodworks, a Wisconsin-based furniture manufacturer, secured a line of credit from Badger State Credit, which perfected a security interest in all of Artisan Woodworks’ existing and after-acquired inventory on March 1st. On April 1st, Artisan Woodworks obtained a new shipment of specialized lumber from “LumberCorp” and granted LumberCorp a purchase money security interest (PMSI) in this specific lumber inventory. LumberCorp filed its UCC-1 financing statement on April 1st. To ensure its priority, LumberCorp sent an authenticated notification to Badger State Credit on April 5th, which Badger State Credit received on April 7th. Artisan Woodworks received possession of the lumber inventory on April 10th. Which party has priority in the lumber inventory?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s Uniform Commercial Code (UCC) § 409.312(3), a secured party with a PMSI in inventory must satisfy specific notification requirements to have priority over a prior secured party with a conflicting security interest in the same inventory. These requirements include filing a financing statement before the debtor receives possession of the inventory, and the financing statement must be effective when the debtor receives possession. Additionally, the secured party must send an authenticated notification to any secured party who has filed a financing statement covering the inventory or who has a perfected security interest in the inventory, and this notification must be received by the prior secured party within five years before the debtor receives possession of the inventory. The notification must also state that the sender has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this case, Greenleaf Bank filed its financing statement on April 1st and sent the notification to Badger State Credit on April 5th, which was received by Badger State Credit on April 7th. Since the debtor, “Artisan Woodworks,” received the inventory on April 10th, Greenleaf Bank’s notification was received by Badger State Credit within the five-year window prior to the debtor receiving possession. Therefore, Greenleaf Bank’s PMSI in the inventory is perfected and has priority over Badger State Credit’s previously perfected security interest in after-acquired inventory. The key is that the notification must be received *before* the debtor receives possession, and the filing must be effective *when* the debtor receives possession. Greenleaf Bank met both these requirements.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s Uniform Commercial Code (UCC) § 409.312(3), a secured party with a PMSI in inventory must satisfy specific notification requirements to have priority over a prior secured party with a conflicting security interest in the same inventory. These requirements include filing a financing statement before the debtor receives possession of the inventory, and the financing statement must be effective when the debtor receives possession. Additionally, the secured party must send an authenticated notification to any secured party who has filed a financing statement covering the inventory or who has a perfected security interest in the inventory, and this notification must be received by the prior secured party within five years before the debtor receives possession of the inventory. The notification must also state that the sender has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this case, Greenleaf Bank filed its financing statement on April 1st and sent the notification to Badger State Credit on April 5th, which was received by Badger State Credit on April 7th. Since the debtor, “Artisan Woodworks,” received the inventory on April 10th, Greenleaf Bank’s notification was received by Badger State Credit within the five-year window prior to the debtor receiving possession. Therefore, Greenleaf Bank’s PMSI in the inventory is perfected and has priority over Badger State Credit’s previously perfected security interest in after-acquired inventory. The key is that the notification must be received *before* the debtor receives possession, and the filing must be effective *when* the debtor receives possession. Greenleaf Bank met both these requirements.
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Question 23 of 30
23. Question
A Wisconsin-based lender, Badger State Capital, has extended a significant loan to Prairie Winds LLC, a Delaware-registered limited liability company whose primary operations and chief executive office are situated in Chicago, Illinois. The loan is secured by Prairie Winds LLC’s rights as a lessee under a long-term commercial lease for a substantial office building located in Milwaukee, Wisconsin. Badger State Capital intends to perfect its security interest in this leasehold interest, which constitutes a general intangible under Article 9 of the Uniform Commercial Code as adopted in Wisconsin. Considering the specific provisions of Wisconsin Statutes Chapter 409, where should Badger State Capital file its UCC-1 financing statement to ensure its security interest is properly perfected against third-party claims?
Correct
The core issue here is determining the proper place to file a financing statement when the collateral is a general intangible that arises from a lease of real property located in Wisconsin, and the debtor is a limited liability company organized under the laws of Delaware with its chief executive office in Illinois. Under Wisconsin Statutes Section 409.301(1)(a), a financing statement must be filed in the jurisdiction where the debtor is located. For a registered organization like a limited liability company, its location is determined by the jurisdiction under whose law it is organized. Therefore, even though the leasehold interest is in Wisconsin and the chief executive office is in Illinois, the debtor’s location for filing purposes is Delaware. Wisconsin Statutes Section 409.501(1) dictates that the proper place to file a financing statement to perfect a security interest in collateral is generally in the jurisdiction where the debtor is located. Wisconsin Statutes Section 409.307(1) further clarifies that for registered organizations, the location is the jurisdiction of organization. Thus, the financing statement should be filed in Delaware.
Incorrect
The core issue here is determining the proper place to file a financing statement when the collateral is a general intangible that arises from a lease of real property located in Wisconsin, and the debtor is a limited liability company organized under the laws of Delaware with its chief executive office in Illinois. Under Wisconsin Statutes Section 409.301(1)(a), a financing statement must be filed in the jurisdiction where the debtor is located. For a registered organization like a limited liability company, its location is determined by the jurisdiction under whose law it is organized. Therefore, even though the leasehold interest is in Wisconsin and the chief executive office is in Illinois, the debtor’s location for filing purposes is Delaware. Wisconsin Statutes Section 409.501(1) dictates that the proper place to file a financing statement to perfect a security interest in collateral is generally in the jurisdiction where the debtor is located. Wisconsin Statutes Section 409.307(1) further clarifies that for registered organizations, the location is the jurisdiction of organization. Thus, the financing statement should be filed in Delaware.
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Question 24 of 30
24. Question
Badger Corp, a Wisconsin-based agricultural equipment distributor, entered into a security agreement with the Bank of Madison, granting the bank a prior perfected security interest in all of Badger Corp’s existing and after-acquired inventory. Subsequently, Agri-Financing LLC extended credit to Badger Corp to purchase new tractors. Agri-Financing LLC properly perfected its security interest in these new tractors by filing a financing statement. However, Agri-Financing LLC did not send any notification to the Bank of Madison regarding its intent to acquire a purchase money security interest in the tractors before Badger Corp took possession of them. After Badger Corp received the tractors, Agri-Financing LLC sent an authenticated notification to the Bank of Madison stating its expectation to acquire a PMSI in inventory of Badger Corp and describing the tractors. When Badger Corp defaulted, both the Bank of Madison and Agri-Financing LLC claimed priority over the new tractors. Which entity has priority over the new tractors under Wisconsin Secured Transactions law?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s version of UCC Article 9, a secured party can obtain a PMSI in inventory if certain conditions are met. For a PMSI in inventory to have priority over prior perfected security interests, the secured party must satisfy specific notification requirements. Wisconsin Statute § 409.324(3) governs this priority. The secured party must have a PMSI in the inventory, and the debtor must have received possession of the inventory. Crucially, before the debtor receives possession of the inventory, the secured party must have given an authenticated notification to any other secured party who has filed a financing statement covering the goods in which the PMSI is claimed. This notification must state that the secured party expects to acquire a PMSI in inventory of the debtor and must describe the inventory by item or type. In this case, the Bank of Madison had a prior perfected security interest in all of Badger Corp’s inventory. Agri-Financing LLC acquired a PMSI in new inventory delivered to Badger Corp. To gain priority over the Bank of Madison’s prior perfected security interest, Agri-Financing LLC needed to provide the required notification *before* Badger Corp received possession of the inventory. Since Agri-Financing LLC sent its notification after Badger Corp had already received and was in possession of the inventory, its notification was ineffective to establish priority over the Bank of Madison’s prior perfected security interest. Therefore, the Bank of Madison retains its priority.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s version of UCC Article 9, a secured party can obtain a PMSI in inventory if certain conditions are met. For a PMSI in inventory to have priority over prior perfected security interests, the secured party must satisfy specific notification requirements. Wisconsin Statute § 409.324(3) governs this priority. The secured party must have a PMSI in the inventory, and the debtor must have received possession of the inventory. Crucially, before the debtor receives possession of the inventory, the secured party must have given an authenticated notification to any other secured party who has filed a financing statement covering the goods in which the PMSI is claimed. This notification must state that the secured party expects to acquire a PMSI in inventory of the debtor and must describe the inventory by item or type. In this case, the Bank of Madison had a prior perfected security interest in all of Badger Corp’s inventory. Agri-Financing LLC acquired a PMSI in new inventory delivered to Badger Corp. To gain priority over the Bank of Madison’s prior perfected security interest, Agri-Financing LLC needed to provide the required notification *before* Badger Corp received possession of the inventory. Since Agri-Financing LLC sent its notification after Badger Corp had already received and was in possession of the inventory, its notification was ineffective to establish priority over the Bank of Madison’s prior perfected security interest. Therefore, the Bank of Madison retains its priority.
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Question 25 of 30
25. Question
Dairy Delights, a Wisconsin-based dairy producer, obtains inventory from two suppliers. Creamy Creations, a supplier of specialty cheese cultures, provides $50,000 worth of cultures under a purchase money security agreement. Creamy Creations files a UCC-1 financing statement on October 1st and sends an authenticated notification to Farm Fresh Foods, a supplier of dairy processing equipment who has a prior perfected security interest in all of Dairy Delights’ inventory, on October 5th. Dairy Delights, however, received possession of the cheese cultures on October 3rd. Farm Fresh Foods had filed its initial financing statement on September 20th. Considering the priority rules for inventory under Wisconsin’s Article 9, which secured party’s interest in the cheese cultures will prevail?
Correct
The question concerns the priority of a purchase money security interest (PMSI) in inventory under Wisconsin’s Article 9. A PMSI grants the secured party special priority rights if certain requirements are met. For inventory, these requirements are outlined in Wisconsin Statutes Section 409.324(3). This section states that a PMSI in inventory has priority over a conflicting security interest in the same inventory, and also over a conflicting security interest in identifiable cash proceeds of the inventory, if all of the following conditions are satisfied: (1) the PMSI must be perfected when the debtor receives possession of the inventory; (2) the PMSI secured party must give an authenticated notification to any other secured party whose security interest is known to the PMSI secured party or who has filed a financing statement covering the inventory or the proceeds before the date of the notification; and (3) the notification must be sent before the delivery of the inventory to the debtor. In this scenario, the debtor, “Dairy Delights,” receives inventory from two suppliers, “Creamy Creations” and “Farm Fresh Foods.” Creamy Creations has a PMSI and perfects it by filing on October 1st. They also send notification to Farm Fresh Foods on October 5th, but Dairy Delights receives the inventory on October 3rd. Farm Fresh Foods, holding a non-PMSI, had filed its financing statement on September 20th. Since Creamy Creations failed to send the notification *before* the debtor received possession of the inventory, their PMSI is not perfected in accordance with the strict requirements of Wis. Stat. § 409.324(3). Therefore, Farm Fresh Foods’ earlier-filed, perfected non-PMSI security interest in the inventory will have priority over Creamy Creations’ unperfected PMSI.
Incorrect
The question concerns the priority of a purchase money security interest (PMSI) in inventory under Wisconsin’s Article 9. A PMSI grants the secured party special priority rights if certain requirements are met. For inventory, these requirements are outlined in Wisconsin Statutes Section 409.324(3). This section states that a PMSI in inventory has priority over a conflicting security interest in the same inventory, and also over a conflicting security interest in identifiable cash proceeds of the inventory, if all of the following conditions are satisfied: (1) the PMSI must be perfected when the debtor receives possession of the inventory; (2) the PMSI secured party must give an authenticated notification to any other secured party whose security interest is known to the PMSI secured party or who has filed a financing statement covering the inventory or the proceeds before the date of the notification; and (3) the notification must be sent before the delivery of the inventory to the debtor. In this scenario, the debtor, “Dairy Delights,” receives inventory from two suppliers, “Creamy Creations” and “Farm Fresh Foods.” Creamy Creations has a PMSI and perfects it by filing on October 1st. They also send notification to Farm Fresh Foods on October 5th, but Dairy Delights receives the inventory on October 3rd. Farm Fresh Foods, holding a non-PMSI, had filed its financing statement on September 20th. Since Creamy Creations failed to send the notification *before* the debtor received possession of the inventory, their PMSI is not perfected in accordance with the strict requirements of Wis. Stat. § 409.324(3). Therefore, Farm Fresh Foods’ earlier-filed, perfected non-PMSI security interest in the inventory will have priority over Creamy Creations’ unperfected PMSI.
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Question 26 of 30
26. Question
Elara’s Artisanal Foods, a Wisconsin-based business, has secured a revolving line of credit from Sterling Bank, with a duly perfected security interest in all of Elara’s current and future inventory. Subsequently, GreenLeaf Capital provides financing for Elara to acquire a substantial shipment of specialized organic fertilizer, taking a purchase money security interest in this specific inventory. GreenLeaf Capital files its financing statement and sends a written notification to Sterling Bank regarding its PMSI in the fertilizer inventory on October 15th. Elara receives possession of the fertilizer shipment on October 10th. If Elara defaults on both loans, what is the priority of the security interests in the organic fertilizer inventory?
Correct
The core issue here is the priority of security interests when a debtor defaults on multiple secured loans. In Wisconsin, as under Article 9 of the UCC, the general rule for priority is first in time, first in right, which is established by the filing of a financing statement or possession of the collateral. However, there are exceptions. When a purchase money security interest (PMSI) in inventory is involved, specific rules apply to maintain its priority. A PMSI grants the secured party a security interest in goods purchased by the debtor with the funds provided by the secured party. For inventory, a PMSI generally retains its priority over earlier perfected security interests if certain conditions are met. These conditions, as per UCC § 9-324, include perfection of the PMSI, notification to the prior secured party, and that the PMSI is perfected when the debtor receives possession of the inventory. In this scenario, Sterling Bank has a prior perfected security interest in all of Elara’s inventory. GreenLeaf Capital then obtains a PMSI in the new organic fertilizer inventory. For GreenLeaf Capital’s PMSI to have priority over Sterling Bank’s earlier perfected security interest in the same inventory, GreenLeaf Capital must have perfected its security interest before the debtor (Elara) received possession of the fertilizer. Additionally, GreenLeaf Capital must have provided notification in writing to Sterling Bank before Sterling Bank received possession of the fertilizer. If GreenLeaf Capital perfected its interest and provided the required notification before Elara received the fertilizer, its PMSI would have priority. If, however, Elara received possession of the fertilizer before GreenLeaf Capital perfected its interest or provided the notification, then Sterling Bank’s earlier perfected security interest would likely maintain its priority. Since the facts state GreenLeaf Capital perfected its PMSI and notified Sterling Bank *after* Elara received possession of the fertilizer, GreenLeaf Capital fails to meet the requirements for PMSI priority in inventory. Therefore, Sterling Bank’s prior perfected security interest prevails.
Incorrect
The core issue here is the priority of security interests when a debtor defaults on multiple secured loans. In Wisconsin, as under Article 9 of the UCC, the general rule for priority is first in time, first in right, which is established by the filing of a financing statement or possession of the collateral. However, there are exceptions. When a purchase money security interest (PMSI) in inventory is involved, specific rules apply to maintain its priority. A PMSI grants the secured party a security interest in goods purchased by the debtor with the funds provided by the secured party. For inventory, a PMSI generally retains its priority over earlier perfected security interests if certain conditions are met. These conditions, as per UCC § 9-324, include perfection of the PMSI, notification to the prior secured party, and that the PMSI is perfected when the debtor receives possession of the inventory. In this scenario, Sterling Bank has a prior perfected security interest in all of Elara’s inventory. GreenLeaf Capital then obtains a PMSI in the new organic fertilizer inventory. For GreenLeaf Capital’s PMSI to have priority over Sterling Bank’s earlier perfected security interest in the same inventory, GreenLeaf Capital must have perfected its security interest before the debtor (Elara) received possession of the fertilizer. Additionally, GreenLeaf Capital must have provided notification in writing to Sterling Bank before Sterling Bank received possession of the fertilizer. If GreenLeaf Capital perfected its interest and provided the required notification before Elara received the fertilizer, its PMSI would have priority. If, however, Elara received possession of the fertilizer before GreenLeaf Capital perfected its interest or provided the notification, then Sterling Bank’s earlier perfected security interest would likely maintain its priority. Since the facts state GreenLeaf Capital perfected its PMSI and notified Sterling Bank *after* Elara received possession of the fertilizer, GreenLeaf Capital fails to meet the requirements for PMSI priority in inventory. Therefore, Sterling Bank’s prior perfected security interest prevails.
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Question 27 of 30
27. Question
Meadowlark Farms, Inc., a Wisconsin-based agricultural cooperative, entered into a security agreement with Riverfront Bank, granting the bank a security interest in all of its deposit accounts to secure a substantial loan. The deposit account in question is maintained at Riverfront Bank itself. No financing statement was filed. What is the status of Riverfront Bank’s perfection of its security interest in Meadowlark Farms, Inc.’s deposit account under Wisconsin law?
Correct
In Wisconsin, as under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a deposit account is generally accomplished by control. Control over a deposit account is established when the secured party is the bank in which the deposit account is maintained. Alternatively, control can be achieved if the debtor has agreed in writing that the bank will comply with instructions from the secured party concerning the balance of the deposit account, and the bank has acknowledged this agreement. This “control” provision is crucial because it provides the secured party with the ability to prevent the debtor from withdrawing funds and effectively secures the collateral. If a security interest is not perfected by control, it may be subordinate to a subsequent perfected security interest or the rights of a lien creditor. In this scenario, although Riverfront Bank has a security agreement with Meadowlark Farms, Inc., and the collateral is indeed Meadowlark’s deposit account at Riverfront Bank, the critical element for perfection is control. Since Riverfront Bank is the bank where the account is held, it automatically has control over the deposit account. This automatic control, as defined by UCC § 9-104, perfects Riverfront Bank’s security interest in the deposit account without the need for filing a financing statement or taking any other action beyond having the deposit account at their institution. Therefore, Riverfront Bank’s security interest is perfected from the moment it obtained the security agreement and the deposit account was established at their bank.
Incorrect
In Wisconsin, as under Article 9 of the Uniform Commercial Code, the perfection of a security interest in a deposit account is generally accomplished by control. Control over a deposit account is established when the secured party is the bank in which the deposit account is maintained. Alternatively, control can be achieved if the debtor has agreed in writing that the bank will comply with instructions from the secured party concerning the balance of the deposit account, and the bank has acknowledged this agreement. This “control” provision is crucial because it provides the secured party with the ability to prevent the debtor from withdrawing funds and effectively secures the collateral. If a security interest is not perfected by control, it may be subordinate to a subsequent perfected security interest or the rights of a lien creditor. In this scenario, although Riverfront Bank has a security agreement with Meadowlark Farms, Inc., and the collateral is indeed Meadowlark’s deposit account at Riverfront Bank, the critical element for perfection is control. Since Riverfront Bank is the bank where the account is held, it automatically has control over the deposit account. This automatic control, as defined by UCC § 9-104, perfects Riverfront Bank’s security interest in the deposit account without the need for filing a financing statement or taking any other action beyond having the deposit account at their institution. Therefore, Riverfront Bank’s security interest is perfected from the moment it obtained the security agreement and the deposit account was established at their bank.
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Question 28 of 30
28. Question
Acme Corporation, a Wisconsin-based manufacturing firm, secured a significant line of credit from the Bank of Milwaukee. The Bank of Milwaukee properly perfected a security interest in all of Acme’s existing and after-acquired inventory. Subsequently, Greenleaf Financing provided Acme with a loan specifically to acquire new specialized manufacturing machinery. Greenleaf Financing intended to take a purchase money security interest (PMSI) in this new machinery. Greenleaf Financing filed its UCC-1 financing statement with the Wisconsin Secretary of State on October 1st. On that same day, Greenleaf Financing also sent a notification letter to the Bank of Milwaukee, informing them of the PMSI in the upcoming machinery purchase. Acme Corporation received delivery of the new machinery on October 5th. Assuming all other requirements for a PMSI are met, what is the priority status of Greenleaf Financing’s security interest in the new machinery relative to the Bank of Milwaukee’s security interest?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s Uniform Commercial Code, Article 9, a secured party with a PMSI in inventory must satisfy specific requirements to maintain priority over other secured parties, including those with after-acquired property clauses. To achieve this, the secured party must file a financing statement and provide notification to any existing secured party who has filed a financing statement covering the same goods. The notification must be sent before the debtor receives possession of the inventory. This notification informs the prior secured party of the PMSI, allowing them to take action if they wish. In this case, the Bank of Milwaukee has a prior perfected security interest in all of Acme Corporation’s inventory, including after-acquired inventory. Greenleaf Financing provides Acme with a loan to purchase new manufacturing equipment, taking a PMSI in that equipment. For Greenleaf to have priority over the Bank of Milwaukee regarding this new equipment, Greenleaf must have filed its financing statement and sent notification to the Bank of Milwaukee before Acme received the equipment. The question states that Greenleaf filed its financing statement and sent notification to the Bank of Milwaukee on October 1st, and Acme received the equipment on October 5th. This timing satisfies the notification requirement under Wisconsin’s UCC § 409.324(3), which states that a secured party with a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder gives notification to any other secured party who has filed a financing statement covering the goods before the debtor receives possession of the inventory. Therefore, Greenleaf Financing will have priority.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. Under Wisconsin’s Uniform Commercial Code, Article 9, a secured party with a PMSI in inventory must satisfy specific requirements to maintain priority over other secured parties, including those with after-acquired property clauses. To achieve this, the secured party must file a financing statement and provide notification to any existing secured party who has filed a financing statement covering the same goods. The notification must be sent before the debtor receives possession of the inventory. This notification informs the prior secured party of the PMSI, allowing them to take action if they wish. In this case, the Bank of Milwaukee has a prior perfected security interest in all of Acme Corporation’s inventory, including after-acquired inventory. Greenleaf Financing provides Acme with a loan to purchase new manufacturing equipment, taking a PMSI in that equipment. For Greenleaf to have priority over the Bank of Milwaukee regarding this new equipment, Greenleaf must have filed its financing statement and sent notification to the Bank of Milwaukee before Acme received the equipment. The question states that Greenleaf filed its financing statement and sent notification to the Bank of Milwaukee on October 1st, and Acme received the equipment on October 5th. This timing satisfies the notification requirement under Wisconsin’s UCC § 409.324(3), which states that a secured party with a PMSI in inventory has priority over a conflicting security interest in the same inventory if the PMSI holder gives notification to any other secured party who has filed a financing statement covering the goods before the debtor receives possession of the inventory. Therefore, Greenleaf Financing will have priority.
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Question 29 of 30
29. Question
Green Valley Dairy, a Wisconsin-based corporation whose principal place of business and chief executive office are located in Madison, Wisconsin, grants a security interest in its future milk production quotas to AgriBank, a federal agricultural credit bank. These milk quotas are classified as general intangibles under Wisconsin’s Uniform Commercial Code, Article 9. AgriBank wishes to perfect its security interest in these quotas. Under Wisconsin law, where must AgriBank file its financing statement to achieve perfection?
Correct
The core issue here is determining the proper place to file a financing statement for collateral that is a “general intangible” under Wisconsin’s Uniform Commercial Code, Article 9. Wisconsin, like most states adopting the UCC, follows the general rule that for general intangibles, the proper place to file a financing statement is the jurisdiction where the debtor is located. Wisconsin Statute § 409.301(1)(b) specifies that the location of a debtor is its chief executive office in the United States if it is a registered organization that has only one place of business, or its chief executive office if it has more than one place of business. If the debtor is not a registered organization, its location is its chief executive office. If the debtor has no chief executive office, its location is its residence. In this scenario, the debtor, “Green Valley Dairy,” is a Wisconsin-based corporation. Its chief executive office, the place where its principal business decisions are made and where its management is concentrated, is in Madison, Wisconsin. Therefore, a financing statement perfecting a security interest in Green Valley Dairy’s milk quotas, which are classified as general intangibles, must be filed in the office of the register of deeds in the county of the debtor’s location, or with the Secretary of State if the debtor is a registered organization as defined by Wisconsin law. Since Green Valley Dairy is a corporation, filing with the Wisconsin Secretary of State is the correct method for perfecting a security interest in its general intangibles.
Incorrect
The core issue here is determining the proper place to file a financing statement for collateral that is a “general intangible” under Wisconsin’s Uniform Commercial Code, Article 9. Wisconsin, like most states adopting the UCC, follows the general rule that for general intangibles, the proper place to file a financing statement is the jurisdiction where the debtor is located. Wisconsin Statute § 409.301(1)(b) specifies that the location of a debtor is its chief executive office in the United States if it is a registered organization that has only one place of business, or its chief executive office if it has more than one place of business. If the debtor is not a registered organization, its location is its chief executive office. If the debtor has no chief executive office, its location is its residence. In this scenario, the debtor, “Green Valley Dairy,” is a Wisconsin-based corporation. Its chief executive office, the place where its principal business decisions are made and where its management is concentrated, is in Madison, Wisconsin. Therefore, a financing statement perfecting a security interest in Green Valley Dairy’s milk quotas, which are classified as general intangibles, must be filed in the office of the register of deeds in the county of the debtor’s location, or with the Secretary of State if the debtor is a registered organization as defined by Wisconsin law. Since Green Valley Dairy is a corporation, filing with the Wisconsin Secretary of State is the correct method for perfecting a security interest in its general intangibles.
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Question 30 of 30
30. Question
Agri-Fin Corp. advanced funds to Dairy Delight, a Wisconsin-based dairy producer, to purchase new milking equipment and a bulk milk storage tank. Agri-Fin Corp. properly perfected its security interest in this new equipment by filing a UCC-1 financing statement on March 1st. Dairy Delight had previously granted a broad security interest in all of its existing and after-acquired inventory and equipment to the Bank of Madison, which had also properly perfected its security interest by filing on January 15th. Dairy Delight received possession of the new milking equipment and storage tank on April 10th. Agri-Fin Corp. failed to send any notification to the Bank of Madison regarding its purchase money security interest in the new equipment before Dairy Delight received possession. What is the priority status of Agri-Fin Corp.’s security interest in the new milking equipment and storage tank relative to the Bank of Madison’s security interest?
Correct
The scenario involves a purchase money security interest (PMSI) in inventory. In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, a secured party with a PMSI in inventory must satisfy specific requirements to maintain its priority over other creditors. The core issue here is the notification requirement to existing secured parties. Under UCC § 9-324(b) (which is adopted in Wisconsin), a secured party with a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. One of these conditions is that the PMSI secured party must give an appropriate notification to any secured party or lienholder who has filed a financing statement covering the inventory or goods before the date of the filing of the PMSI secured party’s financing statement. This notification must be sent within the six months before the debtor receives possession of the inventory. The notification must state that the sender has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this case, the Bank of Madison had a prior perfected security interest in all of Dairy Delight’s inventory. Agri-Fin Corp. acquired a PMSI in new inventory. For Agri-Fin Corp. to have priority over the Bank of Madison’s prior perfected security interest, Agri-Fin Corp. must have sent the required notification to the Bank of Madison within the six-month period preceding Dairy Delight’s receipt of the new inventory. Since Agri-Fin Corp. did not send this notification, its PMSI in the new inventory is subordinate to the Bank of Madison’s prior perfected security interest. Therefore, the Bank of Madison would have priority to the extent of its security interest in the inventory.
Incorrect
The scenario involves a purchase money security interest (PMSI) in inventory. In Wisconsin, as under the Uniform Commercial Code (UCC) Article 9, a secured party with a PMSI in inventory must satisfy specific requirements to maintain its priority over other creditors. The core issue here is the notification requirement to existing secured parties. Under UCC § 9-324(b) (which is adopted in Wisconsin), a secured party with a PMSI in inventory has priority over a conflicting security interest in the same inventory if certain conditions are met. One of these conditions is that the PMSI secured party must give an appropriate notification to any secured party or lienholder who has filed a financing statement covering the inventory or goods before the date of the filing of the PMSI secured party’s financing statement. This notification must be sent within the six months before the debtor receives possession of the inventory. The notification must state that the sender has or expects to acquire a PMSI in inventory of the debtor and describe the inventory. In this case, the Bank of Madison had a prior perfected security interest in all of Dairy Delight’s inventory. Agri-Fin Corp. acquired a PMSI in new inventory. For Agri-Fin Corp. to have priority over the Bank of Madison’s prior perfected security interest, Agri-Fin Corp. must have sent the required notification to the Bank of Madison within the six-month period preceding Dairy Delight’s receipt of the new inventory. Since Agri-Fin Corp. did not send this notification, its PMSI in the new inventory is subordinate to the Bank of Madison’s prior perfected security interest. Therefore, the Bank of Madison would have priority to the extent of its security interest in the inventory.