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Secured Transactions Assignments 20 and 33

Secured Transactions Assignments 20 and 33. Land and Fixtures Recording Systems. The relationship between Article 9 filing and real estate recording. Property lies along a continuum from real to personal. Personal. Real. The relationship between Article 9 filing and real estate recording.

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Secured Transactions Assignments 20 and 33

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  1. Secured TransactionsAssignments 20 and 33 Land and Fixtures Recording Systems

  2. The relationship between Article 9 filing and real estate recording Property lies along a continuum from real to personal . . . Personal Real

  3. The relationship between Article 9 filing and real estate recording Property lies along a continuum from real to personal . . . Intermediate Chattels Personal Land Real

  4. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) Intermediate Chattels Personal Land Real 9-334(b) Real estate law governs goods sufficiently related to real estate to be a “fixture” under real estate law.

  5. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) Intermediate Chattels Personal Land Real 9-334(b) UCC Article 9 UCC Article 9 permits the attachment and perfection of security interests in “goods, including fixtures.”

  6. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) Intermediate Chattels Personal Land Real “Ordinary building materials” 9-334(b) UCC Article 9 UCC Article 9 permits the attachment and perfection of security interests in “goods, including fixtures.” But not “ordinary building materials incorporated into an improvement on land.”

  7. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) “Trade fixtures” Intermediate Intermediate Chattels Personal Land Real “Ordinary building materials” 9-334(b) UCC Article 9 “Trade fixtures” is a term used to refer to store shelving and display cases that are not part of the real estate.

  8. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) “Trade fixtures” Intermediate Chattels Personal Land Real “Ordinary building materials” 9-334(b) UCC Article 9 “Goods” 9-102(a)(44) “Goods” means all things that are moveable when a security interest attaches. “Goods” includes “(i) fixtures . . . .” “Goods” includes “ordinary building materials incorporated into an improvement on land” Comment 3 to § 9-334

  9. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) “Trade fixtures” Intermediate Chattels Personal Land Real “Ordinary building materials” “chattel financing is preserved” 9-334(b) UCC Article 9 “Goods” 9-102(a)(44) “Goods” means all things that are moveable when a security interest attaches. “Goods” includes “(i) fixtures . . . .” “Goods” includes “ordinary building materials incorporated into an improvement on land” Comment 3 to § 9-334

  10. The relationship between Article 9 filing and real estate recording Real estate law “Fixtures” 9-102(a)(41) 9-334(a) “Trade fixtures” Intermediate Chattels Personal Land Real “Ordinary building materials” Readily removables 9-334(b) UCC Article 9 “Goods” 9-102(a)(44) UCC deference to real estate law is not complete. UCC seeks to override as to “readily removable” fixtures § 9-334(e)(2)

  11. Real estate recording system Mortgages Financing statements filed as fixture filings, 9-502(b) Mortgages effective as fixture filings under 9-502(c) Article 9 filing system Financing statements Financing statements filed against fixtures, 9-501(a)(2). Financing statements against collateral, including fixtures, of a transmitting utility. Separate Filing Systems

  12. Real estate recording system Mortgages Article 9 filing system Financing statements Separate Filing Systems

  13. Real estate recording system Mortgages Financing statements filed as fixture filings, §9-502(b) Article 9 filing system Financing statements Separate Filing Systems

  14. Real estate recording system Mortgages Financing statements filed as fixture filings, §9-502(b) Mortgages effective as fixture filings under §9-502(c) Article 9 filing system Financing statements Separate Filing Systems

  15. Real estate recording system Mortgages Financing statements filed as fixture filings, §9-502(b) Mortgages effective as fixture filings under §9-502(c) Article 9 filing system Financing statements Financing statements filed against fixtures, but not fixture filings §9-501(a)(2). Separate Filing Systems

  16. Real estate recording system Mortgages Financing statements filed as fixture filings, §9-502(b) Mortgages effective as fixture filings under §9-502(c) Article 9 filing system Financing statements Financing statements filed against fixtures, but not fixture filings §9-501(a)(2). Financing statements against transmitting utilities, including fixture filings. Separate Filing Systems

  17. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) • Describe the real property (so real estate searcher can recognize it • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner)

  18. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) [on the §9-521 addendum] • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) • Describe the real property (so real estate searcher can recognize it • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner)

  19. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) [on the §9-521 addendum] • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) [§9-521form] • Describe the real property (so real estate searcher can recognize it • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner)

  20. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) [on the §9-521 addendum] • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) [§9-521form] • Describe the real property (so real estate searcher can see its relevance) [§9-521 addendum] • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner)

  21. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) [on the §9-521 addendum] • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) [§9-521form] • Describe the real property (so real estate searcher can see its relevance) [§9-521 addendum] • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner) [§9-521 addendum]

  22. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) • Describe the real property (so real estate searcher can recognize it) • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner) Secured Party Security interest Real estate owner

  23. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) • Describe the real property (so real estate searcher can recognize it) • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner) Secured Party Security interest Fixture owner Real estate Owner Unrecorded lease

  24. Financing statement which is filed as a fixture filing: §9-502(b) formalities • Provide name of the debtor • Provide name of the secured party • Indicate the collateral covered • Indicate that it covers fixtures (so real estate searchers will know what it is) • Indicate it is to be filed in the real estate records (so filing officer will know what to do with it) • Describe the real property (so real estate searcher can recognize it) • Provide the name of a record owner (so it will be in the chain of title if fixture owner is not land owner) Secured Party Mortgagee (searcher) Security interest Mortgage Fixture owner Real estate Owner Unrecorded lease

  25. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Not a fixture, not permanently affixed (Christmas tree case) Mortgage reaches crops in some states (Comment 12) Security interest in crops has priority over mortgage in crops, 9-334(i), so file financing statement with SOS

  26. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Not a fixture, not permanently affixed (Christmas tree case) Mortgage reaches crops in some states (Comment 12) Security interest in crops has priority over mortgage in crops, 9-334(i), so file financing statement with SOS

  27. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Not a fixture, not permanently affixed (Christmas tree case) Mortgage reaches crops in some states (Comment 12) Security interest in crops has priority over mortgage in crops, 9-334(i), so file financing statement with SOS

  28. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Not a fixture, not permanently affixed (Christmas tree case) Mortgage reaches crops in some states (Comment 12) Security interest in crops has priority over mortgage in crops, 9-334(i), so file financing statement with SOS

  29. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Probably not a fixture, not permanently affixed. Need a filing with SOS. (Christmas tree case) Mortgage reaches crops in some states (Comment 12) Security interest in crops has priority over mortgage in crops, 9-334(i), so file financing statement with SOS

  30. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Probably not a fixture, not permanently affixed. Need a filing with SOS. (Christmas tree case) May be fixture, so need fixture filing. Mortgage reaches crops in some states (§9-334 Cmt. 12), which means it doesn’t reach them in others.

  31. Problem 20.1, page 357 How do we perfect in these items of collateral: • A “one-third interest in a 160-acre tract of land?” Tenancy in common: Real estate mortgage Trust or partnership: Financing statement in SOS office • Pine trees growing in straight rows for easy harvesting? Probably not a fixture, not permanently affixed. Need a filing with SOS. (Christmas tree case) May be fixture, so need fixture filing. Mortgage reaches crops in some states (§9-334 Cmt. 12), which means it doesn’t reach them in others.

  32. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  33. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Mortgage will reach trees. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  34. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Mortgage will reach trees. Can a UCC filing reach trees? Not if they are like “ordinary building materials.” Should the mortgage exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  35. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Mortgage will reach trees. Can a UCC filing reach trees? Not if they are like “ordinary building materials.” d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  36. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Mortgage will reach trees. Can a UCC filing reach trees? Not if they are like “ordinary building materials.” d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  37. Problem 20.1, page 357 How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Mortgage will reach trees. Can a UCC filing reach trees? Not if they are like “ordinary building materials.” d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a))

  38. Problem 20.1, page 357 Secured Lend- ing Partners How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A), but see “goods” definition, 9-102(a)(44). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a)) Promissory note 2 and security interest in the mortgage Promissory note 1 and mortgage Pacific Interests Mark IV Partners

  39. Problem 20.1, page 357 Secured Lend- ing Partners Does Article 9 apply? §9-109(b) How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A), but see “goods” definition, 9-102(a)(44). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-308(e), 9-203(g) Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a)) Promissory note 2 and security interest in the mortgage Promissory note 1 and mortgage Pacific Interests Mark IV Partners

  40. Problem 20.1, page 357 Secured Lend- ing Partners How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A), but see “goods” definition, 9-102(a)(44). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-203(g), 9-308(e). Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a)) Promissory note 2 and security interest in the mortgage Promissory note 1 and mortgage Pacific Interests Mark IV Partners

  41. Problem 20.1, page 357 Secured Lend- ing Partners How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A), but see “goods” definition, 9-102(a)(44). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-203(g), 9-308(e). How? Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a)) Promissory note 2 and security interest in the mortgage Promissory note 1 and mortgage Pacific Interests Mark IV Partners

  42. Problem 20.1, page 357 Secured Lend- ing Partners How do we perfect in these items of collateral: • Parcel of land with virgin growth of walnut trees? Are the trees fixtures? Maybe “timber to be cut,” 9-501(a)(1)(A), but see “goods” definition, 9-102(a)(44). Mortgage will reach trees unless we have decided to cut them. d. Should the mortgage mention the trees? Maybe, but “include one, exclude the other.” (grass). • Promissory note and the mortgage that secures it. Perfect in the right to payment, 9-203(g), 9-308(e).How? Take possession (instrument, 9-313(a)) and file with SOS (account, 9-310(a)) Promissory note 2 and security interest in the mortgage Promissory note 1 and mortgage Pacific Interests Mark IV Partners

  43. Problem 20.1, page 357 How do we perfect in: • Cell phone tower? What does Pacific Interests own? Is the tower a fixture? Is Pacific Cellular, Inc. a transmitting utility? 9-102(a)(80). Transmitting utility means a person primarily engaged in the business of: (B) Transmitting communications electrically, electromagnetically, or by light

  44. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? Is the tower a fixture? Is Pacific Cellular, Inc. a transmitting utility? 9-102(a)(80). Transmitting utility means a person primarily engaged in the business of: (B) Transmitting communications electrically, Pacific Cellular Inc. Farmer

  45. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? Is the tower a fixture? Is Pacific Cellular, Inc. a transmitting utility? 9-102(a)(80). Transmitting utility means a person primarily engaged in the business of: (B) Transmitting communications electrically, Stock Pacific Cellular Inc. Farmer

  46. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? How do we perfect a security interest in stock? Stock Pacific Cellular Inc. Farmer

  47. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? How do we perfect a security interest in stock? We also want the tower. Is it a fixture? Stock Pacific Cellular Inc. Farmer

  48. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? How do we perfect a security interest in stock? We also want the tower. Is it a fixture? Who is the “debtor?” Stock Pacific Cellular Inc. Farmer

  49. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? How do we perfect a security interest in stock? We also want the tower. Is it a fixture? Who is the “debtor?” A transmitting utility? Stock Pacific Cellular Inc. Farmer

  50. Problem 20.1, page 357 Pacific Interests How do we perfect in: • Cell phone tower? What does Pacific Interests own? How do we perfect a security interest in stock? We also want the tower. Is it a fixture? Who is the “debtor?” A transmitting utility? 9-102(a)(80). Transmitting utility means a person primarily engaged in the business of: (B) Transmitting communications electrically, electromagnetically, or by light Stock Pacific Cellular Inc. Farmer

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