The Florida Senate

CHAPTER 679
UNIFORM COMMERCIAL CODE: SECURED TRANSACTIONS
ARTICLE 9Note.--Pursuant to s. 69, ch. 69-353, the editors altered the numbers of all sections making up this chapter at that time by deleting the digit and hyphen immediately following the decimal point. The purpose was to conform the numbering of the Code sections with the decimal numbering system used in other chapters of the Florida Statutes. The visual relationship between Florida Statutes section numbers and Code section number was not destroyed by this alteration; the digit preceding the decimal point coincides with the Code article number, and the digits following the decimal point coincide with the Code section numbers.

PART I
SHORT TITLE, APPLICABILITY, AND DEFINITIONS
(ss. 679.101-679.116)

PART II
VALIDITY OF SECURITY AGREEMENT AND RIGHTS OF
PARTIES THERETO (ss. 679.201-679.208)

PART III
RIGHTS OF THIRD PARTIES; PERFECTED AND UNPERFECTED
SECURITY INTERESTS; RULES OF PRIORITY (ss. 679.301-679.318)

PART IV
FILING (ss. 679.401-679.408)

PART V
DEFAULT (ss. 679.501-679.507)

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PART I
SHORT TITLE, APPLICABILITY,
AND DEFINITIONS

679.101  Short title.

679.102  Policy and subject matter of chapter.

679.103  Perfection of security interests in multiple state transactions.

679.104  Transactions excluded from chapter.

679.105  Definitions and index of definitions.

679.106  Definitions: "account"; "general intangibles."

679.107  Definitions; "purchase money security interest."

679.108  When after-acquired collateral not security for antecedent debt.

679.109  Classification of goods; "consumer goods"; "equipment"; "farm products"; "inventory."

679.110  Sufficiency of description.

679.112  Where collateral is not owned by debtor.

679.113  Security interests arising under chapter on sales or under chapter on leases.

679.114  Consignment.

679.115  Investment property.

679.116  Security interest arising in purchase or delivery of financial asset.

679.101  Short title.--Chapter 679 shall be known and may be cited as "Uniform Commercial Code--Secured Transactions."

History.--s. 1, ch. 65-254.

Note.--s. 9-101, U.C.C.

679.102  Policy and subject matter of chapter.--

(1)  Except as otherwise provided in s. 679.104 on excluded transactions, this chapter applies:

(a)  To any transaction (regardless of its form) which is intended to create a security interest in personal property or fixtures including goods, documents, instruments, general intangibles, chattel paper, or accounts; and also

(b)  To any sale of accounts or chattel paper.

(2)  This chapter applies to security interests created by contract including pledge, assignment, chattel mortgage, chattel trust, trust deed, factor's lien, equipment trust, conditional sale, trust receipt, other lien or title retention contract and lease or consignment intended as security. This chapter does not apply to statutory liens except as provided in s. 679.310.

(3)  The application of this chapter to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this chapter does not apply.

History.--s. 1, ch. 65-254; s. 6, ch. 79-398.

Note.--s. 9-102, U.C.C.

679.103  Perfection of security interests in multiple state transactions.--

(1)  DOCUMENTS, INSTRUMENTS, AND ORDINARY GOODS.--

(a)  This subsection applies to documents, instruments, rights to proceeds of written letters of credit, and goods other than those covered by a certificate of title described in subsection (2), mobile goods described in subsection (3), and minerals described in subsection (5).

(b)  Except as otherwise provided in this subsection, perfection and the effect of perfection or nonperfection of a security interest in collateral are governed by the law of the jurisdiction where the collateral is when the last event occurs on which is based the assertion that the security interest is perfected or unperfected.

(c)  If the parties to a transaction creating a purchase money security interest in goods in one jurisdiction understand at the time that the security interest attaches that the goods will be kept in another jurisdiction, then the law of the other jurisdiction governs the perfection and the effect of perfection or nonperfection of the security interest from the time it attaches until 30 days after the debtor receives possession of the goods and thereafter if the goods are taken to the other jurisdiction before the end of the 30-day period.

(d)  When collateral is brought into and kept in this state while subject to a security interest perfected under the law of the jurisdiction from which the collateral was removed, the security interest remains perfected, but if action is required by part III of this chapter to perfect the security interest:

1.  If the action is not taken before the expiration of the period of perfection in the other jurisdiction or the end of 4 months after the collateral is brought into this state, whichever period first expires, the security interest becomes unperfected at the end of that period and is thereafter deemed to have been unperfected as against a person who became a purchaser after removal; or

2.  If the action is taken before the expiration of the period specified in subparagraph 1., the security interest continues perfected thereafter;

3.  For the purpose of priority over a buyer of consumer goods (subsection (2) of s. 679.307), the period of the effectiveness of a filing in the jurisdiction from which the collateral is removed is governed by the rules with respect to perfection in subparagraphs 1. and 2.

(2)  CERTIFICATE OF TITLE.--

(a)  This subsection applies to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction under the law of which indication of a security interest on the certificate is required as a condition of perfection.

(b)  Except as otherwise provided in this subsection, perfection and the effect of perfection or nonperfection of the security interest are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until 4 months after the goods are removed from that jurisdiction and thereafter until the goods are registered in another jurisdiction, but in any event not beyond surrender of the certificate. After the expiration of that period, the goods are not covered by the certificate of title within the meaning of this section.

(c)  Except with respect to the rights of a buyer described in the next paragraph, a security interest, perfected in another jurisdiction otherwise than by notation on a certificate of title, in goods brought into this state and thereafter covered by a certificate of title issued by this state is subject to the rules stated in paragraph (d) of subsection (1).

(d)  If goods are brought into this state while a security interest therein is perfected in any manner under the law of the jurisdiction from which the goods are removed and a certificate of title is issued by this state and the certificate does not show that the goods are subject to the security interest or that they may be subject to security interests not shown on the certificate, the security interest is subordinate to the rights of a buyer of the goods who is not in the business of selling goods of that kind to the extent that the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest.

(3)  ACCOUNTS, GENERAL INTANGIBLES, AND MOBILE GOODS.--

(a)  This subsection applies to accounts (other than an account described in subsection (5) on minerals) and general intangibles (other than uncertificated securities) and to goods which are mobile and which are of a type normally used in more than one jurisdiction, such as motor vehicles, trailers, rolling stock, airplanes, shipping containers, road building and construction machinery and commercial harvesting machinery and the like, if the goods are equipment or are inventory leased or held for lease by the debtor to others, and are not covered by a certificate of title described in subsection (2).

(b)  The law (including the conflict of laws rules) of the jurisdiction in which the debtor is located governs the perfection and the effect of perfection or nonperfection of the security interest.

(c)  If, however, the debtor is located in a jurisdiction which is not a part of the United States, and which does not provide for perfection of the security interest by filing or recording in that jurisdiction, the law of the jurisdiction in the United States in which the debtor has its major executive office in the United States governs the perfection and the effect of perfection or nonperfection of the security interest through filing. In the alternative, if the debtor is located in a jurisdiction which is not a part of the United States or Canada and the collateral is accounts or general intangibles for money due or to become due, the security interest may be perfected by notification to the account debtor. As used in this paragraph, "United States" includes its territories and possessions and the Commonwealth of Puerto Rico.

(d)  A debtor shall be deemed located at her or his place of business if she or he has one, at her or his chief executive office if the debtor has more than one place of business, otherwise at her or his residence. If, however, the debtor is a foreign air carrier under the Federal Aviation Act of 1958, as amended, it shall be deemed located at the designated office of the agent upon whom service of process may be made on behalf of the foreign air carrier.

(e)  A security interest perfected under the law of the jurisdiction of the location of the debtor is perfected until the expiration of 4 months after a change of the debtor's location to another jurisdiction, or until perfection would have ceased by the law of the first jurisdiction, whichever period first expires. Unless perfected in the new jurisdiction before the end of that period, it becomes unperfected thereafter and is deemed to have been unperfected as against a person who became a purchaser after the change.

(4)  CHATTEL PAPER.--The rules stated for goods in subsection (1) apply to a possessory security interest in chattel paper. The rules stated for accounts in subsection (3) apply to a nonpossessory security interest in chattel paper, but the security interest may not be perfected by notification to the account debtor.

(5)  MINERALS.--Perfection and the effect of perfection or nonperfection of a security interest which is created by a debtor who has an interest in minerals or the like (including oil and gas) before extraction and which attaches thereto as extracted, or which attaches to an account resulting from the sale thereof at the wellhead or minehead are governed by the law (including the conflict of laws rules) of the jurisdiction wherein the wellhead or minehead is located.

(6)  INVESTMENT PROPERTY.--

(a)  This subsection applies to investment property.

(b)  Except as otherwise provided in paragraph (f), during the time that a security certificate is located in a jurisdiction, perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby are governed by the local law of that jurisdiction.

(c)  Except as otherwise provided in paragraph (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security are governed by the local law of the issuer's jurisdiction as specified in s. 678.1101(4).

(d)  Except as otherwise provided in paragraph (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account are governed by the local law of the securities intermediary's jurisdiction as specified in s. 678.1101(5).

(e)  Except as otherwise provided in paragraph (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account are governed by the local law of the commodity intermediary's jurisdiction. The following rules determine a commodity intermediary's jurisdiction for purposes of this paragraph:

1.  If an agreement between the commodity intermediary and commodity customer specifies that it is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.

2.  If an agreement between the commodity intermediary and commodity customer does not specify the governing law as provided in subparagraph 1., but expressly specifies that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.

3.  If an agreement between the commodity intermediary and commodity customer does not specify a jurisdiction as provided in subparagraph 1. or subparagraph 2., the commodity intermediary's jurisdiction is the jurisdiction in which is located the office identified in an account statement as the office serving the commodity customer's account.

4.  If an agreement between the commodity intermediary and commodity customer does not specify a jurisdiction as provided in subparagraph 1. or subparagraph 2. and an account statement does not identify an office serving the commodity customer's account as provided in subparagraph 3., the commodity intermediary's jurisdiction is the jurisdiction in which is located the chief executive office of the commodity intermediary.

(f)  Perfection of a security interest by filing, automatic perfection of a security interest in investment property granted by a broker or securities intermediary, and automatic perfection of a security interest in a commodity contract or commodity account granted by a commodity intermediary are governed by the local law of the jurisdiction in which the debtor is located.

History.--s. 1, ch. 65-254; s. 7, ch. 79-398; s. 4, ch. 87-275; s. 677, ch. 97-102; s. 6, ch. 98-11; s. 4, ch. 99-137.

Note.--s. 9-103, U.C.C.

679.104  Transactions excluded from chapter.--This chapter does not apply:

(1)  To a security interest subject to any statute of the United States to the extent that such statute governs the rights of parties to and third parties affected by transactions in particular types of property;

(2)  To a landlord's lien;

(3)  To a lien given by statute or other rule of law for services or materials except as provided in s. 679.310 on priority of such liens;

(4)  To a transfer of a claim for wages, salary or other compensation of an employee;

(5)  To a transfer by a government or governmental subdivision or agency;

(6)  To a sale of accounts or chattel paper as part of a sale of the business out of which they arose, or an assignment of accounts or chattel paper which is for the purpose of collection only, or a transfer of a right to payment under a contract to an assignee who is also to do the performance under the contract or a transfer of a single account to an assignee in whole or partial satisfaction of a preexisting indebtedness;

(7)  To a transfer of an interest or claim in or under any policy of insurance except as provided with respect to proceeds (s. 679.306) and priorities in proceeds (s. 679.312);

(8)  To a right represented by a judgment (other than a judgment taken on a right to payment which was collateral);

(9)  To any right of setoff;

(10)  Except to the extent that provision is made for fixtures in s. 679.313, to the creation or transfer of an interest in or lien on real estate, including a lease or rents thereunder;

(11)  To a transfer in whole or in part of any claim arising out of tort;

(12)  To a transfer of any interest in any deposit account (s. 679.105(1)), except as provided with respect to proceeds (s. 679.306) and priorities on proceeds (s. 679.312); or

(13)  To a transfer of an interest in a letter of credit other than the rights to proceeds of a written letter of credit.

History.--s. 1, ch. 65-254; s. 8, ch. 79-398; s. 1, ch. 89-41; s. 5, ch. 99-137.

Note.--s. 9-104, U.C.C.

679.105  Definitions and index of definitions.--

(1)  In this chapter unless the context otherwise requires:

(a)  "Account debtor" means the person who is obligated on an account, chattel paper, or general intangible;

(b)  "Chattel paper" means a writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific goods, but a charter or other contract involving the use or hire of a vessel is not chattel paper. When a transaction is evidenced both by such a security agreement or a lease and by an instrument or a series of instruments, the group of writings taken together constitutes chattel paper;

(c)  "Collateral" means the property subject to a security interest, and includes accounts and chattel paper which have been sold;

(d)  "Debtor" means the person who owes payment or other performance of the obligation secured, whether or not he or she owns or has rights in the collateral, and includes the seller of accounts or chattel paper. Where the debtor and the owner of the collateral are not the same person, the term "debtor" means the owner of the collateral in any provision of the chapter dealing with the collateral, the obligor in any provision dealing with the obligation, and may include both where the context so requires;

(e)  "Deposit account" means a demand, time, savings, passbook, or like account maintained with a bank, savings and loan association, credit union, or like organization, other than an account evidenced by a transferable certificate of deposit that is an instrument within this article;

(f)  "Document" means document of title as defined in the general definitions of chapter 671 (s. 671.201) and a receipt of the kind described in s. 677.201(2);

(g)  "Encumbrance" includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests;

(h)  "Goods" includes all things which are movable at the time the security interest attaches or which are fixtures (s. 679.313), but does not include money, documents, instruments, investment property, accounts, chattel paper, general intangibles, or minerals or the like (including oil and gas) before extraction. "Goods" also includes standing timber which is to be cut and removed under a conveyance or contract for sale, the unborn young of animals, and growing crops;

(i)  "Instrument" means a negotiable instrument (defined in s. 673.1041) or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease and is of a type which is in ordinary course of business transferred by delivery with any necessary indorsement or assignment; however, the term does not include investment property;

(j)  "Mortgage" means an instrument deemed such under chapter 697;

(k)  An advance is made "pursuant to a commitment" if the secured party has bound himself or herself to make it, whether or not a subsequent event of default or other event not within the secured party's control has relieved or may relieve him or her from his or her obligation;

(l)  "Security agreement" means an agreement which creates or provides for a security interest;

(m)  "Secured party" means a lender, seller, or other person in whose favor there is a security interest, including a person to whom accounts or chattel paper have been sold. When the holders of obligations issued under an indenture of trust, equipment trust agreement, or the like are represented by a trustee or other person, the representative is the secured party;

(n)  "Transmitting utility" means any person primarily engaged in the railroad, street railway, or trolley bus business; the electric or electronics communications transmission business, including a telephone company; the transmission of goods by pipeline; the transmission or the production and transmission of electricity, steam, gas, or water; or the provision of sewer service.

(2)  Other definitions applying to this chapter and the sections in which they appear are:

"Account," s. 679.106.

"Attach," s. 679.203.

"Commodity contract," s. 679.115.

"Commodity customer," s. 679.115.

"Commodity intermediary," s. 679.115.

"Consumer goods," s. 679.109(1).

"Control," s. 679.115.

"Equipment," s. 679.109(2).

"Farm products," s. 679.109(3).

"Fixtures," s. 679.313.

"General intangibles," s. 679.106.

"Inventory," s. 679.109(4).

"Investment property," s. 679.115.

"Lien creditor," s. 679.301(3).

"Proceeds," s. 679.306(1).

"Purchase money security interest," s. 679.107.

"United States," s. 679.103.

(3)  The following definitions in other chapters apply to this chapter:

"Broker," s. 678.1021.

"Certificated security," s. 678.1021.

"Check," s. 673.1041.

"Clearing corporation," s. 678.1021.

"Contract for sale," s. 672.106.

"Control," s. 678.1061.

"Delivery," s. 678.3011.

"Entitlement holder," s. 678.1021.

"Financial asset," s. 678.1021.

"Holder in due course," s. 673.3021.

"Letter of credit," s. 675.103.

"Note," s. 673.1041.

"Proceeds of a letter of credit," s. 675.114(1).

"Sale," s. 672.106.

"Securities intermediary," s. 678.1021.

"Security," s. 678.1021.

"Security certificate," s. 678.1021.

"Security entitlement," s. 678.1021.

"Uncertified security," s. 678.1021.

(4)  In addition chapter 671 contains general definitions and principles of construction and interpretation applicable throughout this chapter.

(5)  Nothing in this section shall be construed to alter, modify, or repeal any provision of the taxing laws of this state.

History.--s. 1, ch. 65-254; s. 9, ch. 79-398; s. 1, ch. 81-276; s. 5, ch. 87-275; s. 51, ch. 92-82; s. 678, ch. 97-102; s. 7, ch. 98-11; s. 6, ch. 99-137.

Note.--s. 9-105, U.C.C.; supersedes s. 673.01.

679.106  Definitions: "account"; "general intangibles."--"Account" means any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper whether or not it has been earned by performance. "General intangibles" means any personal property (including things in action) other than goods, accounts, chattel paper, documents, instruments, investment property, rights to proceeds of written letters of credit, and money. All rights to payment earned or unearned under a charter or other contract involving the use or hire of a vessel and all rights incident to the charter or contract are accounts.

History.--s. 1, ch. 65-254; s. 10, ch. 79-398; s. 8, ch. 98-11; s. 7, ch. 99-137.

Note.--s. 9-106, U.C.C.

679.107  Definitions; "purchase money security interest."--A security interest is a "purchase money security interest" to the extent that it is:

(1)  Taken or retained by the seller of the collateral to secure all or part of its price; or

(2)  Taken by a person who by making advances or incurring an obligation gives value to enable the debtor to acquire rights in or the use of collateral if such value is in fact so used.

History.--s. 1, ch. 65-254.

Note.--s. 9-107, U.C.C.

679.108  When after-acquired collateral not security for antecedent debt.--Where a secured party makes an advance, incurs an obligation, releases a perfected security interest, or otherwise gives new value which is to be secured in whole or in part by after-acquired property her or his security interest in the after-acquired collateral shall be deemed to be taken for new value and not as security for an antecedent debt if the debtor acquires her or his rights in such collateral either in the ordinary course of her or his business or under a contract or purchase made pursuant to the security agreement within a reasonable time after new value is given.

History.--s. 1, ch. 65-254; s. 679, ch. 97-102.

Note.--s. 9-108, U.C.C.; supersedes s. 85.30.

679.109  Classification of goods; "consumer goods"; "equipment"; "farm products"; "inventory."--Goods are:

(1)  "Consumer goods" if they are used or bought for use primarily for personal, family or household purposes;

(2)  "Equipment" if they are used or bought for use primarily in business (including farming or a profession) or by a debtor who is a nonprofit organization or a governmental subdivision or agency or if the goods are not included in the definitions of inventory, farm products or consumer goods;

(3)  "Farm products" if they are crops or livestock or supplies used or produced in farming operations or if they are products of crops or livestock in their unmanufactured states (such as ginned cotton, wool-clip, maple syrup, milk, and eggs), and if they are in the possession of a debtor engaged in raising, fattening, grazing, or other farming operations. If goods are farm products they are neither equipment nor inventory;

(4)  "Inventory" if they are held by a person who holds them for sale or lease or to be furnished under contracts of service or if the person has so furnished them, or if they are raw materials, work in process or materials used or consumed in a business. Inventory of a person is not to be classified as his or her equipment.

History.--s. 1, ch. 65-254; s. 680, ch. 97-102.

Note.--s. 9-109, U.C.C.

679.110  Sufficiency of description.--For the purposes of this chapter any description of personal property or real estate is sufficient whether or not it is specific if it reasonably identifies what is described; except that a description of real estate in an instrument filed to perfect a security interest in crops growing or to be grown or goods which are or are to become fixtures shall be sufficient only if the filing or recording of the same constitutes constructive notice under the laws of this state, other than this chapter, which are applicable to the filing or recording of real estate mortgages, and a mailing or street address alone shall not be sufficient.

History.--s. 1, ch. 65-254; s. 1, ch. 67-264.

Note.--s. 9-110, U.C.C.; supersedes ss. 700.01, 85.30(1)(c), 699.08, 673.09.

679.112  Where collateral is not owned by debtor.--Unless otherwise agreed, when a secured party knows that collateral is owned by a person who is not the debtor, the owner of the collateral is entitled to receive from the secured party any surplus under s. 679.502(2) or under s. 679.504(1), and is not liable for the debt or for any deficiency after resale, and he or she has the same right as the debtor:

(1)  To receive statements under s. 679.208;

(2)  To receive notice of and to object to a secured party's proposal to retain the collateral in satisfaction of the indebtedness under s. 679.505;

(3)  To redeem the collateral under s. 679.506;

(4)  To obtain injunctive or other relief under s. 679.507(1); and

(5)  To recover losses caused to him or her under s. 679.208(2).

History.--s. 1, ch. 65-254; s. 681, ch. 97-102.

Note.--s. 9-112, U.C.C.

679.113  Security interests arising under chapter on sales or under chapter on leases.--A security interest arising solely under the chapter on sales (chapter 672) or the chapter on leases (chapter 680) is subject to the provisions of this chapter except that to the extent that and so long as the debtor does not have or does not lawfully obtain possession of the goods:

(1)  No security agreement is necessary to make the security interest enforceable; and

(2)  No filing is required to perfect the security interest; and

(3)  The rights of the secured party on default by the debtor are governed by the chapter on sales (chapter 672) in the case of a security interest arising solely under such chapter or by the chapter on leases (chapter 680) in the case of a security interest arising solely under such chapter.

History.--s. 1, ch. 65-254; s. 5, ch. 90-278.

Note.--s. 9-113, U.C.C.

679.114  Consignment.--

(1)  A person who delivers goods under a consignment which is not a security interest and who would be required to file under this chapter by s. 672.326(3)(c) has priority over a secured party who is or becomes a creditor of the consignee and who would have a perfected security interest in the goods if they were the property of the consignee, and also has priority with respect to identifiable cash proceeds received on or before delivery of the goods to a buyer, if:

(a)  The consignor complies with the filing provision of the chapter on sales with respect to consignments (s. 672.326(3)(c)) before the consignee receives possession of the goods; and

(b)  The consignor gives notification in writing to the holder of the security interest if the holder has filed a financing statement covering the same types of goods before the date of the filing made by the consignor; and

(c)  The holder of the security interest receives the notification within 5 years before the consignee receives possession of the goods; and

(d)  The notification states that the consignor expects to deliver goods on consignment to the consignee, describing the goods by item or type.

(2)  In the case of a consignment which is not a security interest and in which the requirements of the preceding subsection have not been met, a person who delivers goods to another is subordinate to a person who would have a perfected security interest in the goods if they were the property of the debtor.

History.--s. 11, ch. 79-398.

679.115  Investment property.--

(1)  In this chapter:

(a)  "Commodity account" means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.

(b)  "Commodity contract" means a commodity futures contract, an option on a commodity futures contract, a commodity option, or other contract that, in each case, is:

1.  Traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to the federal commodities laws; or

2.  Traded on a foreign commodity board of trade, exchange, or market, and is carried on the books of a commodity intermediary for a commodity customer.

(c)  "Commodity customer" means a person for whom a commodity intermediary carries a commodity contract on its books.

(d)  "Commodity intermediary" means:

1.  A person who is registered as a futures commission merchant under the federal commodities laws; or

2.  A person who in the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to the federal commodities laws.

(e)  "Control" with respect to a certificated security, uncertificated security, or security entitlement has the meaning specified in s. 678.1061. A secured party has control over a commodity contract if by agreement among the commodity customer, the commodity intermediary, and the secured party, the commodity intermediary has agreed that it will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer. If a commodity customer grants a security interest in a commodity contract to its own commodity intermediary, the commodity intermediary as secured party has control. A secured party has control over a securities account or commodity account if the secured party has control over all security entitlements or commodity contracts carried in the securities account or commodity account.

(f)  "Investment property" means:

1.  A security, whether certificated or uncertificated;

2.  A security entitlement;

3.  A securities account;

4.  A commodity contract; or

5.  A commodity account.

(2)  Attachment or perfection of a security interest in a securities account is also attachment or perfection of a security interest in all security entitlements carried in the securities account. Attachment or perfection of a security interest in a commodity account is also attachment or perfection of a security interest in all commodity contracts carried in the commodity account.

(3)  A description of collateral in a security agreement or financing statement is sufficient to create or perfect a security interest in a certificated security, uncertificated security, security entitlement, securities account, commodity contract, or commodity account whether it describes the collateral by those terms, or as investment property, or by description of the underlying security, financial asset, or commodity contract. A description of investment property collateral in a security agreement or financing statement is sufficient if it identifies the collateral by specific listing, by category, by quantity, by a computational or allocational formula or procedure, or by any other method, if the identity of the collateral is objectively determinable.

(4)  Perfection of a security interest in investment property is governed by the following rules:

(a)  A security interest in investment property may be perfected by control.

(b)  Except as otherwise provided in paragraphs (c) and (d), a security interest in investment property may be perfected by filing.

(c)  If the debtor is a broker or securities intermediary, a security interest in investment property is perfected when it attaches. The filing of a financing statement with respect to a security interest in investment property granted by a broker or securities intermediary has no effect for purposes of perfection or priority with respect to that security interest.

(d)  If a debtor is a commodity intermediary, a security interest in a commodity contract or a commodity account is perfected when it attaches. The filing of a financing statement with respect to a security interest in a commodity contract or a commodity account granted by a commodity intermediary has no effect for purposes of perfection or priority with respect to that security interest.

(5)  Priority between conflicting security interests in the same investment property is governed by the following rules:

(a)  A security interest of a secured party who has control over investment property has priority over a security interest of a secured party who does not have control over the investment property.

(b)  Except as otherwise provided in paragraphs (c) and (d), conflicting security interests of secured parties each of whom has control rank equally.

(c)  Except as otherwise agreed by the securities intermediary, a security interest in a security entitlement or a securities account granted to the debtor's own securities intermediary has priority over any security interest granted by the debtor to another secured party.

(d)  Except as otherwise agreed by the commodity intermediary, a security interest in a commodity contract or a commodity account granted to the debtor's own commodity intermediary has priority over any security interest granted by the debtor to another secured party.

(e)  Conflicting security interests granted by a broker, a securities intermediary, or a commodity intermediary which are perfected without control rank equally.

(f)  In all other cases, priority between conflicting security interests in investment property is governed by s. 679.312(5), (6), and (7). Section 679.312(4) does not apply to investment property.

(6)  If a security certificate in registered form is delivered to a secured party pursuant to agreement, a written security agreement is not required for attachment or enforceability of the security interest, delivery suffices for perfection of the security interest, and the security interest has priority over a conflicting security interest perfected by means other than control, even if a necessary indorsement is lacking.

History.--s. 9, ch. 98-11.

679.116  Security interest arising in purchase or delivery of financial asset.--

(1)  If a person buys a financial asset through a securities intermediary in a transaction in which the buyer is obligated to pay the purchase price to the securities intermediary at the time of the purchase, and the securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary, the securities intermediary has a security interest in the buyer's security entitlement securing the buyer's obligation to pay. A security agreement is not required for attachment or enforceability of the security interest, and the security interest is automatically perfected.

(2)  If a certificated security, or other financial asset represented by a writing which in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment is delivered pursuant to an agreement between persons in the business of dealing with such securities or financial assets and the agreement calls for delivery versus payment, the person delivering the certificate or other financial asset has a security interest in the certificated security or other financial asset securing the seller's right to receive payment. A security agreement is not required for attachment or enforceability of the security interest, and the security interest is automatically perfected.

History.--s. 10, ch. 98-11.

PART II
VALIDITY OF SECURITY AGREEMENT
AND RIGHTS OF PARTIES THERETO

679.201  General validity of security agreement.

679.202  Title to collateral immaterial.

679.203  Attachment and enforceability of security interest; proceeds, formal requisites.

679.204  After-acquired property; future advances.

679.205  Use or disposition of collateral without accounting permissible.

679.206  Agreement not to assert defenses against assignee; modification of sales warranties where security agreement exists.

679.207  Rights and duties when collateral is in secured party's possession.

679.208  Request for statement of account or list of collateral.

679.201  General validity of security agreement.--Except as otherwise provided by this code a security agreement is effective according to its terms between the parties, against purchasers of the collateral and against creditors. Nothing in this chapter validates any charge or practice illegal under any statute or regulation thereunder governing usury, small loans, retail installment sales, or the like, or extends the application of any such statute or regulation to any transaction not otherwise subject thereto.

History.--s. 1, ch. 65-254.

Note.--s. 9-201, U.C.C.; supersedes s. 673.03.

679.202  Title to collateral immaterial.--Each provision of this chapter with regard to rights, obligations, and remedies applies whether title to collateral is in the secured party or in the debtor.

History.--s. 1, ch. 65-254.

Note.--s. 9-202, U.C.C.; supersedes ss. 673.02, 698.03, 698.05.

679.203  Attachment and enforceability of security interest; proceeds, formal requisites.--

(1)  Subject to the provisions of s. 674.2101 on the security interest of a collecting bank, ss. 679.115 and 679.116 on security interests in investment property, and s. 679.113 on a security interest arising under the chapter on sales, a security interest is not enforceable against the debtor or third parties with respect to the collateral and does not attach unless:

(a)  The collateral is in the possession of the secured party pursuant to agreement, the collateral is investment property and the secured party has control pursuant to agreement, or the debtor has signed a security agreement which contains a description of the collateral and in addition, when the security interest covers crops growing or to be grown or timber to be cut, a description of the land concerned; and

(b)  Value has been given; and

(c)  The debtor has rights in the collateral.

(2)  A security interest attaches when it becomes enforceable against the debtor with respect to the collateral. Attachment occurs as soon as all of the events specified in subsection (1) have taken place unless explicit agreement postpones the time of attaching.

(3)  Unless otherwise agreed, a security agreement gives the secured party the rights to proceeds provided by s. 679.306.

(4)  A transaction, although subject to this chapter, is also subject to chapters 516 and 520, and in the case of conflict between the provisions of this chapter and any such statute, the provisions of such statute control. Failure to comply with any applicable statute has only the effect which is specified therein.

History.--s. 1, ch. 65-254; s. 12, ch. 79-398; s. 6, ch. 87-275; s. 52, ch. 92-82; s. 11, ch. 98-11.

Note.--s. 9-203, U.C.C.; supersedes s. 673.02.

679.204  After-acquired property; future advances.--

(1)  Except as provided in subsection (2), a security agreement may provide that any or all obligations covered by the security agreement are to be secured by after-acquired collateral.

(2)  No security interest attaches under an after-acquired property clause to consumer goods other than accessions (s. 679.314) when given as additional security unless the debtor acquires rights in them within 10 days after the secured party gives value.

(3)  Obligations covered by a security agreement may include future advances or other value whether or not the advances or value are given pursuant to commitment (s. 679.105(1)).

History.--Art. 10, s. 1, ch. 65-254; s. 13, ch. 79-398.

Note.--s. 9-204, U.C.C.; supersedes ss. 699.04, 699.05, 700.01.

679.205  Use or disposition of collateral without accounting permissible.--A security interest is not invalid or fraudulent against creditors by reason of liberty in the debtor to use, commingle, or dispose of all or part of the collateral (including returned or repossessed goods) or to collect or compromise accounts or chattel paper, or to accept the return of goods or make repossessions, or to use, commingle or dispose of proceeds, or by reason of the failure of the secured party to require the debtor to account for proceeds or replace collateral. This section does not relax the requirements of possession where perfection of a security interest depends upon possession of the collateral by the secured party or by a bailee.

History.--s. 1, ch. 65-254; s. 14, ch. 79-398.

Note.--s. 9-205, U.C.C.

679.206  Agreement not to assert defenses against assignee; modification of sales warranties where security agreement exists.--

(1)  Subject to any statute or decision which establishes a different rule for buyers or lessees of consumer goods, an agreement by a buyer or lessee that he or she will not assert against an assignee any claim or defense which he or she may have against the seller or lessor is enforceable by an assignee who takes his or her assignment for value, in good faith and without notice of a claim or defense, except as to defenses of a type which may be asserted against a holder in due course of a negotiable instrument under the chapter on negotiable instruments (chapter 673). A buyer who as part of one transaction signs both a negotiable instrument and a security agreement makes such an agreement.

(2)  When a seller retains a purchase money security interest in goods the chapter on sales (chapter 672) governs the sale and any disclaimer, limitation or modification of the seller's warranties.

History.--s. 1, ch. 65-254; s. 53, ch. 92-82; s. 682, ch. 97-102.

Note.--s. 9-206, U.C.C.

679.207  Rights and duties when collateral is in secured party's possession.--

(1)  A secured party must use reasonable care in the custody and preservation of collateral in her or his possession. In the case of an instrument or chattel paper reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.

(2)  Unless otherwise agreed, when collateral is in the secured party's possession:

(a)  Reasonable expenses (including the cost of any insurance and payment of taxes or other charges) incurred in the custody, preservation, use or operation of the collateral are chargeable to the debtor and are secured by the collateral;

(b)  The risk of accidental loss or damage is on the debtor to the extent of any deficiency in any effective insurance coverage;

(c)  The secured party may hold as additional security any increase or profits (except money) received from the collateral, but money so received, unless remitted to the debtor, shall be applied in reduction of the secured obligation;

(d)  The secured party must keep the collateral identifiable but fungible collateral may be commingled;

(e)  The secured party may repledge the collateral upon terms which do not impair the debtor's right to redeem it.

(3)  A secured party is liable for any loss caused by her or his failure to meet any obligation imposed by the preceding subsections but does not lose her or his security interest.

(4)  A secured party may use or operate the collateral for the purpose of preserving the collateral or its value or pursuant to the order of a court of appropriate jurisdiction or, except in the case of consumer goods, in the manner and to the extent provided in the security agreement.

History.--s. 1, ch. 65-254; s. 683, ch. 97-102.

Note.--s. 9-207, U.C.C.

679.208  Request for statement of account or list of collateral.--

(1)  A debtor may sign a statement indicating what she or he believes to be the aggregate amount of unpaid indebtedness as of a specified date and may send it to the secured party with a request that the statement be approved or corrected and returned to the debtor. When the security agreement or any other record kept by the secured party identifies the collateral a debtor may similarly request the secured party to approve or correct a list of the collateral.

(2)  The secured party must comply with such a request within 2 weeks after receipt by sending a written correction or approval. If the secured party claims a security interest in all of a particular type of collateral owned by the debtor the secured party may indicate that fact in her or his reply and need not approve or correct an itemized list of such collateral. If the secured party without reasonable excuse fails to comply she or he is liable for any loss caused to the debtor thereby; and if the debtor has properly included in her or his request a good faith statement of the obligation or a list of the collateral or both the secured party may claim a security interest only as shown in the statement against persons misled by her or his failure to comply. If the secured party no longer has an interest in the obligation or collateral at the time the request is received she or he must disclose the name and address of any successor in interest known to her or him and she or he is liable for any loss caused to the debtor as a result of failure to disclose. A successor in interest is not subject to this section until a request is received by her or him.

(3)  A debtor is entitled to such a statement once every 6 months without charge. The secured party may require payment of a charge not exceeding $10 for each additional statement furnished.

History.--s. 1, ch. 65-254; s. 684, ch. 97-102.

Note.--s. 9-208, U.C.C.; supersedes s. 698.03.

PART III
RIGHTS OF THIRD PARTIES;
PERFECTED AND UNPERFECTED
SECURITY INTERESTS;
RULES OF PRIORITY

679.301  Persons who take priority over unperfected security interests; right of "lien creditor."

679.302  When filing is required to perfect security interest; security interests to which filing provisions of this chapter do not apply.

679.303  When security interest is perfected; continuity of perfection.

679.304  Perfection of security interest in instruments, documents, and goods covered by documents; perfection by permissive filing; temporary perfection without filing or transfer of possession.

679.305  When possession by secured party perfects security interest without filing.

679.306  "Proceeds"; secured party's rights on disposition of collateral.

679.307  Protection of buyers of goods.

679.308  Purchase of chattel paper and instruments.

679.309  Protection of purchasers of instruments, documents, and securities.

679.310  Priority of certain liens arising by operation of law.

679.311  Alienability of debtor's rights; judicial process.

679.312  Priorities among conflicting security interests in the same collateral.

679.313  Priority of security interests in fixtures.

679.314  Accessions.

679.315  Priority when goods are commingled or processed.

679.316  Priority subject to subordination.

679.317  Secured party not obligated on contract of debtor.

679.318  Defenses against assignee; modification of contract after notification of assignment; term prohibiting assignment ineffective; identification and proof of assignment.

679.301  Persons who take priority over unperfected security interests; right of "lien creditor."--

(1)  Except as otherwise provided in subsection (2), an unperfected security interest is subordinate to the rights of:

(a)  Persons entitled to priority under s. 679.312;

(b)  A person who becomes a lien creditor before the security interest is perfected;

(c)  In the case of goods, instruments, documents, and chattel paper, a person who is not a secured party and who is a transferee in bulk or other buyer not in ordinary course of business, or is a buyer of farm products in ordinary course of business, to the extent that he or she gives value and receives delivery of the collateral without knowledge of the security interest and before it is perfected;

(d)  In the case of accounts, investment property, and general intangibles, a person who is not a secured party and who is a transferee to the extent that he or she gives value without knowledge of the security interest and before it is perfected.

(2)  If the secured party files with respect to a purchase money security interest before or within 15 days after the debtor receives possession of the collateral, the secured party takes priority over the rights of a transferee in bulk or of a lien creditor.

(3)  A "lien creditor" means a creditor who has acquired a lien on the property involved by attachment, levy, or the like and includes a judgment lienholder as provided under ss. 55.202-55.209, an assignee for benefit of creditors from the time of assignment, and a trustee in bankruptcy from the date of the filing of the petition or a receiver in equity from the time of appointment.

History.--s. 1, ch. 65-254; s. 15, ch. 79-398; s. 1, ch. 84-53; s. 685, ch. 97-102; s. 12, ch. 98-11; s. 27, ch. 2000-258.

Note.--s. 9-301, U.C.C.; supersedes ss. 673.08(2), 673.09(2)(b), 698.01, 699.07, 700.02, 85.30, 85.25(2)(b), 673.08.

679.302  When filing is required to perfect security interest; security interests to which filing provisions of this chapter do not apply.--

(1)  A financing statement must be filed to perfect all security interests except the following:

(a)  A security interest in collateral in possession of the secured party under s. 679.304(1) or s. 679.305;

(b)  A security interest temporarily perfected in instruments, certificated securities, or documents without delivery under s. 679.304 or in proceeds for a 10-day period under s. 679.306;

(c)  A security interest created by an assignment of a beneficial interest in a decedent's estate;

(d)  A purchase money security interest in consumer goods; but filing is required for a fixture under s. 679.313;

(e)  An assignment of accounts which does not alone or in conjunction with other assignments to the same assignee transfer a significant part of the outstanding accounts of the assignor;

(f)  A security interest of a collecting bank (s. 674.2101) or arising under the chapter on sales (see s. 679.113) or covered in subsection (3) of this section;

(g)  An assignment for the benefit of all the creditors of the transferor, and subsequent transfers by the assignee thereunder; or

(h)  A security interest in investment property which is perfected without filing under s. 679.115 or s. 679.116.

(2)  If a secured party assigns a perfected security interest, no filing under this chapter is required in order to continue the perfected status of the security interest against creditors of and transferees from the original debtor.

(3)  The filing of a financing statement otherwise required by this chapter is not necessary or effective to perfect a security interest in property subject to:

(a)  A statute or treaty of the United States which provides for a national or international registration or a national or international certificate of title or which specifies a place of filing different from that specified in this chapter for filing of the security interest; or

(b)  The following statutes of this state: chapters 319 and 328; but during any period in which collateral is inventory held for sale by a person who is in the business of selling goods of that kind, the filing provisions of this chapter (part IV) apply to a security interest in that collateral created by him or her as debtor; or

(c)  A certificate of title statute of another jurisdiction under the law of which indication of a security interest on the certificate is required as a condition of perfection (s. 679.103(2)).

(4)  Compliance with a statute or treaty described in subsection (3) is equivalent to the filing of a financing statement under this chapter, and a security interest in property subject to the statute or treaty can be perfected only by compliance therewith except as provided in s. 679.103 on multiple state transactions. Duration and renewal of perfection of a security interest perfected by compliance with the statute or treaty are governed by the provisions of the statute or treaty; in other respects the security interest is subject to this chapter.

History.--s. 1, ch. 65-254; s. 16, ch. 79-398; s. 2, ch. 81-276; s. 7, ch. 87-275; s. 54, ch. 92-82; s. 686, ch. 97-102; s. 13, ch. 98-11.

Note.--s. 9-302, U.C.C.; supersedes ss. 673.08, 28.22.

679.303  When security interest is perfected; continuity of perfection.--

(1)  A security interest is perfected when it has attached and when all of the applicable steps required for perfection have been taken. Such steps are specified in ss. 679.115, 679.302, 679.304-679.306. If such steps are taken before the security interest attaches, it is perfected at the time when it attaches.

(2)  If a security interest is originally perfected in any way permitted under this chapter and is subsequently perfected in some other way under this chapter, without an intermediate period when it was unperfected, the security interest shall be deemed to be perfected continuously for the purposes of this chapter.

History.--s. 1, ch. 65-254; s. 14, ch. 98-11.

Note.--s. 9-303, U.C.C.; supersedes ss. 698.01, 85.30, 700.02, 699.07, 673.08, 28.221, 698.09.

679.304  Perfection of security interest in instruments, documents, and goods covered by documents; perfection by permissive filing; temporary perfection without filing or transfer of possession.--

(1)  A security interest in chattel paper or negotiable documents may be perfected by filing. A security interest in the rights to proceeds of a written letter of credit may be perfected only by the secured party's taking possession of the letter of credit. A security interest in money or instruments (other than instruments which constitute part of chattel paper) can be perfected only by the secured party's taking possession, except as provided in subsections (4) and (5) of this section and subsections (2) and (3) of s. 679.306 on proceeds.

(2)  During the period that goods are in the possession of the issuer of a negotiable document therefor, a security interest in the goods is perfected by perfecting a security interest in the document, and any security interest in the goods otherwise perfected during such period is subject thereto.

(3)  A security interest in goods in the possession of a bailee other than one who has issued a negotiable document therefor is perfected by issuance of a document in the name of the secured party or by the bailee's receipt of notification of the secured party's interest or by filing as to the goods.

(4)  A security interest in instruments, certificated securities, or negotiable documents is perfected without filing or the taking of possession for a period of 21 days from the time it attaches to the extent that it arises for new value given under a written security agreement.

(5)  A security interest remains perfected for a period of 21 days without filing where a secured party having a perfected security interest in an instrument, a certificated security, a negotiable document, or goods in possession of a bailee other than one who has issued a negotiable document therefor:

(a)  Makes available to the debtor the goods or documents representing the goods for the purpose of ultimate sale or exchange or for the purpose of loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange but priority between conflicting security interests in the goods is subject to s. 679.312(3); or

(b)  Delivers the instrument or certificated security to the debtor for the purpose of ultimate sale or exchange or of presentation, collection, renewal or registration of transfer.

(6)  After the 21-day period in subsections (4) and (5) perfection depends upon compliance with applicable provisions of this chapter.

History.--s. 1, ch. 65-254; s. 17, ch. 79-398; s. 8, ch. 87-275; s. 15, ch. 98-11; s. 8, ch. 99-137.

Note.--s. 9-304, U.C.C.; supersedes ss. 673.03, 673.08(1), 698.01, 678.33.

679.305  When possession by secured party perfects security interest without filing.--A security interest in goods, instruments, money, negotiable documents, or chattel paper may be perfected by the secured party's taking possession of the collateral. A security interest in the right to proceeds of a written letter of credit may be perfected by the secured party's taking possession of the letter of credit. If such collateral other than goods covered by a negotiable document is held by a bailee, the secured party is deemed to have possession from the time the bailee receives notification of the secured party's interest. A security interest is perfected by possession from the time possession is taken without relation back and continues only so long as possession is retained, unless otherwise specified in this chapter. The security interest may be otherwise perfected as provided in this chapter before or after the period of possession by the secured party.

History.--s. 1, ch. 65-254; s. 18, ch. 79-398; s. 16, ch. 98-11; s. 9, ch. 99-137.

Note.--s. 9-305, U.C.C.; supersedes ss. 698.01, 678.44.

679.306  "Proceeds"; secured party's rights on disposition of collateral.--

(1)  "Proceeds" includes whatever is received upon the sale, exchange, collection, or other disposition of collateral or proceeds. Insurance payable by reason of loss or damage to the collateral is proceeds, except to the extent that it is payable to a person other than a party to the security agreement. Any payments or distributions made with respect to investment property collateral are proceeds. Money, checks, deposit accounts, and the like are "cash proceeds." All other proceeds are "noncash proceeds."

(2)  Except where this chapter otherwise provides, a security interest continues in collateral notwithstanding sale, exchange, or other disposition thereof unless the disposition was authorized by the secured party in the security agreement or otherwise, and also continues in any identifiable proceeds including collections received by the debtor.

(3)  The security interest in proceeds is a continuously perfected security interest if the interest in the original collateral was perfected, but it ceases to be a perfected security interest and becomes unperfected 10 days after receipt of the proceeds by the debtor unless:

(a)  A filed financing statement covers the original collateral and the proceeds are collateral in which a security interest may be perfected by filing in the office or offices where the financing statement has been filed and, if the proceeds are acquired with cash proceeds, the description of collateral in the financing statement indicates the types of property constituting the proceeds; or

(b)  A filed financing statement covers the original collateral and the proceeds are identifiable cash proceeds; or

(c)  The original collateral was investment property and the proceeds are identifiable cash proceeds; or

(d)  The security interest in the proceeds is perfected before the expiration of the 10-day period.

Except as provided in this section, a security interest in proceeds can be perfected only by the methods or under the circumstances permitted in this chapter for original collateral of the same type.

(4)  In the event of insolvency proceedings instituted by or against a debtor, a secured party with a perfected security interest in proceeds has a perfected security interest only in the following proceeds:

(a)  In identifiable noncash proceeds and in separate deposit accounts containing only proceeds;

(b)  In identifiable cash proceeds in the form of money which is neither commingled with other money nor deposited in a deposit account prior to the insolvency proceedings;

(c)  In identifiable cash proceeds in the form of checks and the like which are not deposited in a deposit account prior to the insolvency proceedings; and

(d)  In all cash and deposit accounts of the debtor, in which proceeds have been commingled with other funds, but the perfected security interest under this paragraph (d) is:

1.  Subject to any right of setoff; and

2.  Limited to an amount not greater than the amount of any cash proceeds received by the debtor within 10 days before the institution of the insolvency proceedings less the sum of:

a.  The payments to the secured party on account of cash proceeds received by the debtor during such period; and

b.  The cash proceeds received by the debtor during such period to which the secured party is entitled under paragraphs (a)-(c) of this subsection.

(5)  If a sale of goods results in an account or chattel paper which is transferred by the seller to a secured party, and if the goods are returned to or are repossessed by the seller or the secured party, the following rules determine priorities:

(a)  If the goods were collateral at the time of sale for an indebtedness of the seller which is still unpaid, the original security interest attaches again to the goods and continues as a perfected security interest if it was perfected at the time when the goods were sold. If the security interest was originally perfected by a filing which is still effective, nothing further is required to continue the perfected status; in any other case, the secured party must take possession of the returned or repossessed goods or must file.

(b)  An unpaid transferee of the chattel paper has a security interest in the goods against the transferor. Such security interest is prior to a security interest asserted under paragraph (a) to the extent that the transferee of the chattel paper was entitled to priority under s. 679.308.

(c)  An unpaid transferee of the account has a security interest in the goods against the transferor. Such security interest is subordinate to a security interest asserted under paragraph (a).

(d)  A security interest of an unpaid transferee asserted under paragraph (b) or (c) must be perfected for protection against creditors of the transferor and purchasers of the returned or repossessed goods.

History.--s. 1, ch. 65-254; s. 19, ch. 79-398; s. 17, ch. 98-11.

Note.--s. 9-306, U.C.C.; supersedes ss. 673.10, 85.30.

679.307  Protection of buyers of goods.--

(1)  A buyer in ordinary course of business (s. 671.201(9)) other than a person buying farm products from a person engaged in farming operations takes free of a security interest created by his or her seller even though the security interest is perfected and even though the buyer knows of its existence.

(2)  In the case of consumer goods, a buyer takes free of a security interest even though perfected if he or she buys without knowledge of the security interest, for value and for his or her own personal, family, or household purposes unless prior to the purchase the secured party has filed a financing statement covering such goods.

History.--s. 1, ch. 65-254; s. 20, ch. 79-398; s. 687, ch. 97-102.

Note.--s. 9-307, U.C.C.; supersedes ss. 673.09(2), 85.30.

679.308  Purchase of chattel paper and instruments.--A purchaser of chattel paper or an instrument who gives new value and takes possession of it in the ordinary course of his or her business has priority over a security interest in the chattel paper or instrument:

(1)  Which is perfected under s. 679.304 (permissive filing and temporary perfection) or under s. 679.306 (perfection as to proceeds) if he or she acts without knowledge that the specific paper or instrument is subject to a security interest; or

(2)  Which is claimed merely as proceeds of inventory subject to a security interest (s. 679.306) even though he or she knows that the specific paper or instrument is subject to the security interest.

History.--s. 1, ch. 65-254; s. 21, ch. 79-398; s. 688, ch. 97-102.

Note.--s. 9-308, U.C.C.; supersedes ss. 673.09(1)(a), 673.10.

679.309  Protection of purchasers of instruments, documents, and securities.--Nothing in this chapter limits the rights of a holder in due course of a negotiable instrument (s. 673.3021) or a holder to whom a negotiable document of title has been duly negotiated (s. 677.501) or a protected purchaser of a security (s. 678.3031), and such holders or purchasers take priority over an earlier security interest even though perfected. Filing under this chapter does not constitute notice of the security interest to such holders or purchasers.

History.--s. 1, ch. 65-254; s. 9, ch. 87-275; s. 55, ch. 92-82; s. 18, ch. 98-11.

Note.--s. 9-309, U.C.C.; supersedes s. 673.09(1)(a).

679.310  Priority of certain liens arising by operation of law.--When a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a security interest, a lien upon goods in the possession of such person given by statute or rule of law for such materials or services takes priority over a perfected security interest unless the lien is statutory and the statute expressly provides otherwise.

History.--s. 1, ch. 65-254; s. 689, ch. 97-102.

Note.--s. 9-310, U.C.C.; supersedes s. 673.11.

679.311  Alienability of debtor's rights; judicial process.--The debtor's rights in collateral may be voluntarily or involuntarily transferred (by way of sale, creation of a security interest, attachment, levy, garnishment, or other judicial process) notwithstanding a provision in the security agreement prohibiting any transfer or making the transfer constitute a default.

History.--s. 1, ch. 65-254.

Note.--s. 9-311, U.C.C.; supersedes s. 699.09.

679.312  Priorities among conflicting security interests in the same collateral.--

(1)  The rules of priority stated in other sections of this part and in the following sections shall govern when applicable: s. 674.2101 with respect to the security interests of collecting banks in items being collected, accompanying documents, and proceeds; s. 679.103 on security interests related to other jurisdictions; s. 679.114 on consignments; s. 679.115 on security interests in investment property.

(2)  A perfected security interest in crops for new value given to enable the debtor to produce the crops during the production season and given not more than 3 months before the crops become growing crops by planting or otherwise takes priority over an earlier perfected security interest to the extent that such earlier interest secures obligations due more than 6 months before the crops become growing crops by planting or otherwise, even though the person giving new value had knowledge of the earlier security interest.

(3)  A perfected purchase money security interest in inventory has priority over a conflicting security interest in the same inventory and also has priority in identifiable cash proceeds received on or before the delivery of the inventory to a buyer if:

(a)  The purchase money security interest is perfected at the time the debtor receives possession of the inventory; and

(b)  The purchase money secured party gives notification in writing to the holder of the conflicting security interest if the holder had filed a financing statement covering the same types of inventory:

1.  Before the date of the filing made by the purchase money-secured party; or

2.  Before the beginning of the 21-day period when the purchase money security interest is temporarily perfected without filing or possession (see s. 679.304(5)); and

(c)  The holder of the conflicting security interest receives the notification within 5 years before the debtor receives possession of the inventory; and

(d)  The notification states that the person giving the notice has or expects to acquire a purchase money security interest in inventory of the debtor, describing such inventory by item or type.

If any of the foregoing four requirements are not met, the priority of the purchase money security interest shall be determined under subsection (5).

(4)  A purchase money security interest in collateral other than inventory has priority over a conflicting security interest in the same collateral or its proceeds if the purchase money security interest is perfected at the time the debtor receives possession of the collateral or within 15 days thereafter. Failure to so perfect shall cause the priority of the purchase money security interest to be determined under subsection (5).

(5)  In all cases not governed by other rules stated in this section (including cases of purchase money security interests which do not qualify for the special priorities set forth in subsections (3) and (4)), priority between conflicting security interests in the same collateral shall be determined according to the following rules:

(a)  Conflicting security interests rank according to priority in time of filing or perfection. Priority dates from the time a filing is first made covering the collateral or the time the security interest is first perfected, whichever is earlier, provided that there is no period thereafter when there is neither filing nor perfection.

(b)  So long as conflicting security interests are unperfected, the first to attach has priority.

(6)  For the purposes of subsection (5), a date of filing or perfection as to collateral is also a date of filing or perfection as to proceeds.

(7)  If future advances are made while a security interest is perfected by filing, the taking of possession, or under s. 679.115 or s. 679.116 on investment property, the security interest has the same priority for the purposes of subsection (5) or s. 679.115(5) with respect to the future advances as it does with respect to the first advance. If a commitment is made before or while the security interest is so perfected, the security interest has the same priority with respect to advances made pursuant thereto. In other cases, a perfected security interest has priority from the date the advance is made.

History.--s. 1, ch. 65-254; s. 2, ch. 78-222; s. 22, ch. 79-398; s. 3, ch. 81-276; s. 2, ch. 84-53; s. 10, ch. 87-275; s. 56, ch. 92-82; s. 19, ch. 98-11.

Note.--s. 9-312, U.C.C.; supersedes chs. 700, 698.

679.313  Priority of security interests in fixtures.--

(1)  The rules of this section do not apply to goods incorporated into a structure in the manner of lumber, bricks, tile, cement, glass, metal work and the like and no security interest in them exists under this chapter unless the structure remains personal property under applicable law. The law of this state other than this code determines whether and when other goods become fixtures. This code does not prevent creation of an encumbrance upon fixtures or real estate pursuant to the law applicable to real estate.

(2)(a)  A security interest which attaches to goods which are or become fixtures is invalid against any person with an interest in the real estate at the time the security interest in the goods is perfected or at the time the goods are affixed to the real estate, whichever occurs later, who has not in writing consented to the security interest or disclaimed an interest in the goods as fixtures.

(b)  A security interest in goods which are or become fixtures takes priority as to the goods over the claims of all persons acquiring interests in the real estate subsequent to the perfection of such security interest or the affixing of the goods to the real estate, whichever occurs later.

(3)(a)  When under subsections (2) or (3) a secured party has priority over the claims of all persons who have interests in the real estate, he or she may, on default, subject to the provisions of part V, remove his or her collateral from the real estate but he or she must reimburse any encumbrancer or owner of the real estate who is not the debtor and who has not otherwise agreed for the cost of repair of any physical injury, but not for any diminution in value of the real estate caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate security for the performance of this obligation.

(b)  The secured party shall give reasonable notification of his or her intention to remove the collateral to all persons entitled to reimbursement.

History.--s. 1, ch. 65-254; s. 2, ch. 67-264; s. 690, ch. 97-102.

Note.--s. 9-313, U.C.C.

679.314  Accessions.--

(1)  A security interest in goods which attaches before they are installed in or affixed to other goods takes priority as to the goods installed or affixed (called in this section "accessions") over the claims of all persons to the whole except as stated in subsection (3) and subject to s. 679.315(1).

(2)  A security interest which attaches to goods after they become part of a whole is valid against all persons subsequently acquiring interests in the whole except as stated in subsection (3) but is invalid against any person with an interest in the whole at the time the security interest attaches to the goods who has not in writing consented to the security interest or disclaimed an interest in the goods as part of the whole.

(3)  The security interests described in subsections (1) and (2) do not take priority over:

(a)  A subsequent purchaser for value of any interest in the whole; or

(b)  A creditor with a lien on the whole subsequently obtained by judicial proceedings; or

(c)  A creditor with a prior perfected security interest in the whole to the extent that he or she makes subsequent advances,

if the subsequent purchase is made, the lien by judicial proceedings obtained or the subsequent advance under the prior perfected security interest is made or contracted for without knowledge of the security interest and before it is perfected. A purchaser of the whole at a foreclosure sale other than the holder of a perfected security interest purchasing at his or her own foreclosure sale is a subsequent purchaser within this section.

(4)  When under subsections (1) or (2) and (3) a secured party has an interest in accessions which has priority over the claims of all persons who have interests in the whole, he or she may on default subject to the provisions of part V remove his or her collateral from the whole but the secured party must reimburse any encumbrancer or owner of the whole who is not the debtor and who has not otherwise agreed for the cost of repair of any physical injury but not for any diminution in value of the whole caused by the absence of the goods removed or by any necessity for replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate security for the performance of this obligation.

History.--s. 1, ch. 65-254; s. 691, ch. 97-102.

Note.--s. 9-314, U.C.C.

679.315  Priority when goods are commingled or processed.--

(1)  If a security interest in goods was perfected and subsequently the goods or a part thereof have become part of a product or mass, the security interest continues in the product or mass if:

(a)  The goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass; or

(b)  A financing statement covering the original goods also covers the product into which the goods have been manufactured, processed, or assembled.

In a case to which paragraph (b) applies, no separate security interest in that part of the original goods which has been manufactured, processed, or assembled into the product may be claimed under s. 679.314.

(2)  When under subsection (1) more than one security interest attaches to the product or mass, they rank equally according to the ratio that the cost of the goods to which each interest originally attached bears to the cost of the total product or mass.

History.--s. 1, ch. 65-254.

Note.--s. 9-315, U.C.C.

679.316  Priority subject to subordination.--Nothing in this chapter prevents subordination by agreement by any person entitled to priority.

History.--s. 1, ch. 65-254.

Note.--s. 9-316, U.C.C.

679.317  Secured party not obligated on contract of debtor.--The mere existence of a security interest or authority given to the debtor to dispose of or use collateral does not impose contract or tort liability upon the secured party for the debtor's acts or omissions.

History.--s. 1, ch. 65-254.

Note.--s. 9-317, U.C.C.; supersedes s. 673.12.

679.318  Defenses against assignee; modification of contract after notification of assignment; term prohibiting assignment ineffective; identification and proof of assignment.--

(1)  Unless an account debtor has made an enforceable agreement not to assert defenses or claims arising out of a sale as provided in s. 679.206 the rights of an assignee are subject to:

(a)  All the terms of the contract between the account debtor and assignor and any defense or claim arising therefrom; and

(b)  Any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives notification of the assignment.

(2)  So far as the right to payment or a part thereof under an assigned contract has not been fully earned by performance, and notwithstanding notification of the assignment, any modification of or substitution for the contract made in good faith and in accordance with reasonable commercial standards is effective against an assignee unless the account debtor has otherwise agreed but the assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that such modification or substitution is a breach by the assignor.

(3)  The account debtor is authorized to pay the assignor until the account debtor receives notification that the amount due or to become due has been assigned and that payment is to be made to the assignee. A notification which does not reasonably identify the rights assigned is ineffective. If requested by the account debtor, the assignee must seasonably furnish reasonable proof that the assignment has been made and unless he or she does so the account debtor may pay the assignor.

(4)  A term in any contract between an account debtor and an assignor is ineffective if it prohibits assignment of an account or prohibits creation of a security interest in a general intangible for money due or to become due or requires the account debtor's consent to such assignment or security interest.

History.--s. 1, ch. 65-254; s. 23, ch. 79-398; s. 692, ch. 97-102.

Note.--s. 9-318, U.C.C.; supersedes s. 673.09(3).

PART IV
FILING

679.401  Place of filing; erroneous filing; removal of collateral.

679.4011  Filing and recording with clerk of circuit court in Florida.

679.402  Formal requisites of financing statement; amendments.

679.403  What constitutes filing; duration of filing; effect of lapsed filing; duties of filing officer.

679.404  Termination statement.

679.405  Assignment of security interest; duties of filing officer; fees.

679.406  Release of collateral; duties of filing officer; fees.

679.407  Information from filing officer.

679.408  Consignor or lessor filing.

679.401  Place of filing; erroneous filing; removal of collateral.--

(1)  The proper place to file in order to perfect a security interest is as follows:

(a)  If the collateral is farm products, or accounts, or general intangibles arising from or relating to the sale of farm products by a farmer, by recording:

1.  In the office of the clerk of the circuit court in the county of the debtor's place of business if he or she has one, in the county of the debtor's chief executive office if he or she has more than one place of business, otherwise in the county of the debtor's residence; or

2.  If the debtor is not a resident of this state, in the office of the clerk of the circuit court in the county where the collateral is located; and

3.  In addition, if the collateral is crops, in the office of the clerk of the circuit court in the county where the land is located on which the crops are growing or to be grown.

(b)  When the collateral is timber to be cut or is minerals or the like (including oil and gas) or is accounts subject to s. 679.103(5) or is goods which are or are to become fixtures, then in the office where a mortgage on the real estate would be filed or recorded.

(c)  In all other cases, by filing in the office of the Department of State.

(2)  Except as provided in s. 679.313(2), a filing which is made in good faith in an improper place or in fewer than all of the places required by this section is nevertheless effective with regard to any collateral as to which the filing complied with the requirements of this chapter; and such filing is also effective with regard to collateral covered by the financing statement against any person who has knowledge of the contents of such financing statement.

(3)  Except as provided in s. 679.313(2), a filing which is made in the proper place in this state continues effective even though the debtor's residence or place of business or the location of the collateral or its use, whichever controlled the original filing, is thereafter changed.

(4)  The rules stated in s. 679.103 determine whether filing is necessary in this state.

(5)  Notwithstanding the preceding subsections, and subject to s. 679.302(3), the proper place to file in order to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the Department of State.

(6)  A financing statement or continuation statement filed on collateral described in paragraph (a) of subsection (1) which is perfected only by filing with the Department of State during the period January 1, 1980, until May 20, 1980, shall be effective as provided in s. 679.403; except that the financing statement or continuation statement may be continued upon expiration by filing a new financing statement conforming to ¹s. 680.109(4) in the office described in paragraph (a) of subsection (1).

History.--s. 1, ch. 65-254; s. 3, ch. 67-264; ss. 10, 35, ch. 69-106; s. 24, ch. 79-398; s. 1, ch. 80-29; s. 4, ch. 81-276; s. 1, ch. 89-224; s. 693, ch. 97-102.

¹Note.--Transferred to s. 671.309 by s. 6, ch. 90-278.

Note.--s. 9-401, U.C.C.; supersedes ss. 673.04, 85.30.

679.4011  Filing and recording with clerk of circuit court in Florida.--The filing of a writing in the office of a clerk of the circuit court under this chapter shall be complete and sufficient only if the writing is recorded in the office of the appropriate clerk of the circuit court, in the official records book of such office or in such record book as shall be designated by the clerk of the circuit court for such purpose. Any writing required or permitted to be filed in such office by any provisions of this chapter shall be entitled to be recorded without oath, acknowledgment or proof of its execution. In all other respects such recording shall be in the manner provided in chapter 695, for recording of conveyances of real property, and in the manner and upon payment of fees as provided in chapter 28. The record of such writing shall be held for public inspection in lieu of the original. No writing under this chapter shall be deemed filed in the office of the clerk of the circuit court unless such writing shall be recorded as provided in this section.

History.--s. 1, ch. 65-254.

Note.--New section added, applicable in Florida only.

679.402  Formal requisites of financing statement; amendments.--

(1)  A financing statement is sufficient if it gives the names of the debtor and the secured party, is signed by the debtor, gives an address of the secured party from which information concerning the security interest may be obtained, gives a mailing address of the debtor, and contains a statement indicating the types, or describing the items, of collateral. A financing statement may be filed before a security agreement is made or a security interest otherwise attaches. When the financing statement covers crops growing or to be grown or timber to be cut or minerals or the like (including oil and gas) or accounts subject to s. 679.103(5), or goods which are or are to become fixtures, the statement must also comply with subsection (5). A copy of the security agreement is sufficient if it contains the above information and is signed by the debtor. A carbon, photographic, or other reproduction of a security agreement or a financing statement is sufficient as a financing statement if the security agreement so provides, or if the original has been filed in this state.

(2)  A financing statement which otherwise complies with subsection (1) is sufficient when it is signed by the secured party alone, or together with the debtor, if it is filed to perfect a security interest in:

(a)  Collateral already subject to a security interest in another jurisdiction when it is brought into this state or when the debtor's location is changed to this state. Such a financing statement must state that the collateral was brought into this state under such circumstances; or

(b)  Proceeds under s. 679.306 if the security interest in the original collateral was perfected. Such a financing statement must describe the original collateral; or

(c)  Collateral as to which the filing has lapsed; or

(d)  Collateral acquired after a change of name, identity, or corporate structure of the debtor; or

(e)  Collateral acquired after a change of name, identity, or corporate structure of the secured party (but such a filing shall be optional with the secured party).

(3)  After January 1, 1980, a form substantially as follows is sufficient to comply with subsection (1):

Name of debtor (or assignor)

---

Address

---

Name of secured party (or assignee)

---

---

Address

---

(a)  This financing statement covers the following types (or items) of property:

(Describe)

---

(b)  (If collateral is crops) The above-described crops are growing or are to be grown on:

(Describe real estate by legal description; a mailing or street address is not sufficient.) Record owner (or record lessee) of said real estate

---

---

(c)  (If applicable) The above goods are or are to become fixtures on (or, when appropriate, substitute, "The above timber is standing on _____" or "The above minerals or the like (including oil and gas), or accounts will be financed at the wellhead or minehead of the well or mine located on _____"):

(Describe real estate by legal description; a mailing or street address is not sufficient.)

---

---

and this financing statement is to be filed for record in the real estate records. If the debtor does not have an interest of record in the real estate, the name of a record owner is _____.

(d)  (If proceeds or products of collateral are claimed) Proceeds or products of the collateral are also covered.

Signature of debtor (or assignor)

---

Signature of secured party (or assignee)

---

(4)  A financing statement may be amended by filing a writing signed by both the debtor and the secured party. An amendment does not extend the period of effectiveness of a financing statement. If any amendment adds collateral, it is effective as to the added collateral only from the filing date of the amendment. In this chapter, unless the context otherwise requires, the term "financing statement" means the original financing statement and any amendments.

(5)  A financing statement covering timber to be cut or minerals or the like (including oil and gas) or accounts subject to s. 679.103(5), or goods which are or are to become fixtures where the debtor is not a transmitting utility, must show that it covers this type of collateral and must recite that it is to be filed for record in the real estate records, and the financing statement must contain a legal description of the real estate. If the debtor does not have an interest of record in the real estate, the financing statement must show the name of the record owner.

(6)  A financing statement sufficiently shows the name of the debtor if it gives the individual, partnership, or corporate name of the debtor, whether or not it adds other trade names or names of partners. Where the debtor so changes his or her name or in the case of an organization its name, identity, or corporate structure that a filed financing statement becomes seriously misleading, the filing is not effective to perfect a security interest in collateral acquired by the debtor more than 4 months after the change, unless a new appropriate financing statement is filed before the expiration of that time, in which case the new filing shall continue the priority of the original filing. A filed financing statement remains effective with respect to collateral transferred by the debtor even though the secured party knows of or consents to the transfer.

(7)  A financing statement substantially complying with the requirements of this section is effective even though it contains minor errors which are not seriously misleading.

(8)  The Department of State may promulgate approved and uniform forms of financing statements and other instruments to be filed with the Department of State pursuant to this chapter. Any person filing any instrument permitted or required to be filed under this chapter with the Department of State on a form other than the approved or uniform form of the Department of State shall pay an additional fee as prescribed in s. 15.091 for the use of such form.

History.--s. 1, ch. 65-254; s. 4, ch. 67-264; s. 1, ch. 67-335; ss. 10, 35, ch. 69-106; s. 20, ch. 71-114; s. 25, ch. 79-398; s. 472, ch. 81-259; s. 1, ch. 87-256; s. 73, ch. 90-132; s. 1, ch. 92-307; s. 694, ch. 97-102.

Note.--s. 9-402, U.C.C.

679.403  What constitutes filing; duration of filing; effect of lapsed filing; duties of filing officer.--

(1)  Presentation for filing of a financing statement and tender of the filing fee or acceptance of the statement by the filing officer and recording in compliance with section 679.4011, where required, constitutes filing under this chapter.

(2)  Except as provided in subsection (6), a filed financing statement is effective for a period of 5 years from the date of filing. The effectiveness of a filed financing statement lapses on the expiration of the 5-year period, unless a continuation statement is filed prior to the lapse. If a security interest perfected by filing exists at the time insolvency proceedings are commenced by or against the debtor, the security interest remains perfected until termination of the insolvency proceedings and thereafter for a period of 60 days or until expiration of the 5-year period, whichever occurs later. Upon lapse, the security interest becomes unperfected unless it is perfected without filing. If the security interest becomes unperfected upon lapse, it is deemed to have been unperfected as against a person who became a purchaser or lien creditor before lapse.

(3)  A continuation statement may be filed by the secured party within 6 months prior to the expiration of the 5-year period specified in subsection (2). Any such continuation statement must be signed by the secured party, identify the original statement by file number, and state that the original statement is still effective. A continuation statement signed by a person other than the secured party of record must be accompanied by a separate written statement of assignment signed by the secured party of record and comply with s. 679.405(2), including payment of the required fee. Upon timely filing of the continuation statement, the effectiveness of the original statement is continued for 5 years after the last date to which the filing was effective whereupon it lapses in the same manner as provided in subsection (2) unless another continuation statement is filed prior to such lapse. Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the original statement. Unless a statute on disposition of public records provides otherwise, the filing officer may remove a lapsed statement from the files and destroy it immediately if he or she has retained a microfilm or other photographic record, or in other cases, 1 year after the lapse. The filing officer shall so arrange matters by physical annexation of financing statements to continuation statements or other related filings, or by other means, that if he or she physically destroys the financing statements of a period more than 5 years past, those which have been continued by a continuation statement or which are still effective under subsection (6) shall be retained.

(4)  Except as provided in subsection (7), a filing officer shall mark each statement with a file number and with the date and time of filing and, if applicable, the official records book and page numbers for filings in the office of a clerk of the circuit court and shall hold the statement or a microfilm or other photographic copy thereof for public inspection. In addition, the filing officer shall index the statements according to the name of the debtor and shall note in the index the file number and the address of the debtor given in the statement.

(5)  The uniform fee for filing, indexing, and stamping a copy furnished by the secured party to show the date and place of filing for an original financing statement or for a continuation statement shall be as provided in chapter 15 or chapter 28. The secured party may, at his or her option, show a trade name for any person, or for more than one name, but an additional fee may be charged with respect thereto.

(6)  If the debtor is a transmitting utility (s. 679.401(5)) and a filed financing statement so states, it is effective until a termination statement is filed.

(7)  When a financing statement covers crops growing or to be grown, timber to be cut, minerals or the like (including oil and gas), accounts subject to s. 679.103(5), or goods which are or are to become fixtures, the filing officer shall index it under the names of the debtor and any owner of record shown on the financing statement in the same fashion as if they were the mortgagors in a mortgage of the real estate described and, to the extent that the law of this state provides for indexing of mortgages under the name of the mortgagee, under the name of the secured party as if he or she were the mortgagee thereunder.

History.--s. 1, ch. 65-254; s. 26, ch. 79-398; s. 473, ch. 81-259; s. 695, ch. 97-102.

Note.--s. 9-403, U.C.C.

679.404  Termination statement.--

(1)  If a financing statement is filed on or after July 1, 1992, then within 10 days following written demand by the debtor after there is no outstanding secured obligation and no commitment to make advances, incur obligations, or otherwise give value, the secured party must, for each filing officer with whom the financing statement was filed, file a termination statement to the effect that he or she no longer claims a security interest under said financing statement, which shall be identified by file number, or official records book and page number, if applicable. Except for termination statements of financing statements filed under s. 679.402(2) and (5), a termination statement must be signed by the secured party of record or be accompanied by an assignment or a separate written statement of assignment signed by the secured party of record complying with s. 679.405(2), including payment of the required fee. If the affected secured party fails to send such a termination statement within 10 days after proper written demand therefor or written notice that the filing has been assigned to another party, together with such party's address, he or she is liable to the debtor in the amount of $10 per day for each day of noncompliance, not exceeding 10 days, and in addition is liable for any loss caused to the debtor by such failure.

(2)  On presentation to the filing officer of such a termination statement, the officer must note it in the index and, if applicable, record it in the office where a mortgage on the real estate concerned would be filed or recorded. If the filing officer has received the termination statement in duplicate, he or she shall return one copy of the termination statement to the secured party stamped to show the time of receipt thereof. If the filing officer has a microfilm or other photographic record of the financing statement, and of any related continuation statement, statement of assignment, and statement of release, he or she may remove the originals from the files at any time after receipt of the termination statement or if the filing officer has no such record, he or she may remove them from the files at any time after 1 year after receipt of the termination statement.

(3)  The uniform fee for filing and indexing a termination statement shall be as provided in chapter 15 or chapter 28. An additional fee may be charged for each name, more than one, against which the termination statement is required to be indexed.

History.--s. 1, ch. 65-254; s. 27, ch. 79-398; s. 2, ch. 92-307; s. 696, ch. 97-102.

Note.--s. 9-404, U.C.C.

679.405  Assignment of security interest; duties of filing officer; fees.--

(1)  A financing statement may disclose an assignment of a security interest in the collateral described in the financing statement by indication in the financing statement of the name and address of the assignee or by an assignment itself or a copy thereof on the face of the statement or annexed thereto. On presentation to the filing officer of such a financing statement, the filing officer shall mark the same as provided in s. 679.403(4). The uniform fee for filing, indexing, and furnishing data for a financing statement so indicating an assignment shall be as provided in chapter 15 or chapter 28. An additional fee may be charged for each name, more than one, against which the financing statement is required to be indexed.

(2)  A secured party may assign of record all or a part of his or her rights under a financing statement by the filing, in the place where the original financing statement was filed, of a separate written statement of assignment signed by the secured party of record and setting forth the name of the secured party of record and the debtor, the file number and the date of filing of the financing statement, and the name and address of the assignee and containing a description of the collateral assigned. A copy of the assignment is sufficient as a separate statement if it complies with the preceding sentence. On presentation to the filing officer of such a separate statement, the filing officer shall mark such separate statement with the date and time of the filing, and shall file and index same. The filing officer shall note the assignment on the index of the financing statement, or in the case of a filing on goods which are or are to become fixtures, filing on crops or timber to be cut under s. 679.402(5), or covering minerals or the like (including oil and gas) or accounts subject to s. 679.103(5), he or she shall index the assignment under the name of the assignor as grantor, and, to the extent that the law of this state provides for indexing the assignment of a mortgage under the name of the assignee, he or she shall index the assignment of the financing statement under the name of the assignee. The uniform fee for filing, indexing, and furnishing data about such a separate statement of assignment shall be as provided in chapter 15 or chapter 28. An additional fee may be charged for each name, more than one, against which the statement of assignment is required to be indexed. Notwithstanding the provisions of this subsection, an assignment of record of a security interest in a fixture contained in a mortgage may be made only by an assignment of the mortgage in the manner provided by the law of this state, other than this code.

(3)  After the disclosure or filing of an assignment under this section, the assignee is the secured party of record.

History.--s. 1, ch. 65-254; s. 28, ch. 79-398; s. 697, ch. 97-102.

Note.--s. 9-405, U.C.C.

679.406  Release of collateral; duties of filing officer; fees.--A secured party of record may by his or her signed statement release all or a part of any collateral described in a filed financing statement. The statement of release is sufficient if it contains a description of the collateral being released, the name and address of the debtor, the name and address of the secured party, and the file number of the financing statement. Except for statements of release of financing statements filed under s. 679.402(4) and (5), a statement of release signed by a person other than the secured party of record must be accompanied by a separate written statement of assignment signed by the secured party of record and complying with s. 679.405(2), including payment of the required fee, except that in the case of statements of release of financing statements filed under s. 679.402(4) and (5), a separate written statement of assignment shall not be required. Upon presentation of such a statement of release to the filing officer, he or she shall mark the statement with the time and date of filing and note the same upon the margin of the index of the filing of the financing statement. The uniform fee for filing and indexing such a statement of release shall be as provided in chapter 15 or chapter 28. An additional fee may be charged for each name, more than one, against which the statement of release is required to be indexed.

History.--s. 1, ch. 65-254; s. 29, ch. 79-398; s. 698, ch. 97-102.

Note.--s. 9-406, U.C.C.

679.407  Information from filing officer.--

(1)  If the person filing any financing statement, termination statement, statement of assignment, or statement of release, furnishes the filing officer a copy thereof, the filing officer shall note upon the copy the file number and date and time of the filing of the original and deliver or send the copy to such person. The Department of State shall charge no additional fee for such service. The fee to be charged by a clerk of the circuit court shall be as provided in chapter 28.

(2)  Upon request of any person, the filing officer shall provide a certified copy of any filed instrument under this chapter. The fee for such service shall be as provided in chapter 15 or chapter 28.

History.--s. 1, ch. 65-254; s. 1, ch. 67-364; ss. 10, 35, ch. 69-106; s. 30, ch. 79-398.

Note.--s. 9-407, U.C.C.

679.408  Consignor or lessor filing.--A consignor or lessor of goods may file a financing statement using the terms "consignor," "consignee," "lessor," "lessee," or the like instead of the terms specified in s. 679.402. The provisions of this part shall apply as appropriate to such a financing statement, but its filing shall not of itself be a factor in determining whether or not the consignment or lease is intended as security (s. 671.201(37)). However, if it is determined for other reasons that the consignment or lease is so intended, a security interest of the consignor or lessor which attaches to the consigned or leased goods is perfected by such filing.

History.--s. 31, ch. 79-398.

PART V
DEFAULT

679.501  Default; procedure when security agreement covers both real and personal property.

679.502  Collection rights of secured party.

679.503  Secured party's right to take possession after default.

679.504  Secured party's right to dispose of collateral after default; effect of disposition.

679.505  Compulsory disposition of collateral; acceptance of the collateral as discharge of obligation.

679.506  Debtor's right to redeem collateral.

679.507  Secured party's liability for failure to comply with this part.

679.501  Default; procedure when security agreement covers both real and personal property.--

(1)  When a debtor is in default under a security agreement, a secured party has the rights and remedies provided in this part, and except as limited by subsection (3) those provided in the security agreement. The secured party may reduce his or her claim to judgment, foreclose or otherwise enforce the security interest by any available judicial procedure. If the collateral is documents the secured party may proceed either as to the documents or as to the goods covered thereby. A secured party in possession has the rights, remedies and duties provided in s. 679.207. The rights and remedies referred to in this subsection are cumulative.

(2)  After default, the debtor has the rights and remedies provided in this part, those provided in the security agreement and those provided in s. 679.207.

(3)  To the extent that they give rights to the debtor and impose duties on the secured party, the rules stated in the subsections referred to below may not be waived or varied except as provided with respect to compulsory disposition of collateral (ss. 679.504(3) and 679.505) and with respect to redemption of collateral (s. 679.506) but the parties may by agreement determine the standards by which the fulfillment of these rights and duties is to be measured if such standards are not manifestly unreasonable:

(a)  Sections 679.502(2) and 679.504(2) insofar as they require accounting for surplus proceeds of collateral;

(b)  Sections 679.504(3) and 679.505(1) which deal with disposition of collateral;

(c)  Section 679.505(2) which deals with acceptance of collateral as discharge of obligation;

(d)  Section 679.506 which deals with redemption of collateral; and

(e)  Section 679.507(1) which deals with the secured party's liability for failure to comply with this part.

(4)  If the security agreement covers both real and personal property, the secured party may proceed under this part as to the personal property or he or she may proceed as to both the real and the personal property in accordance with his or her rights and remedies in respect of the real property, in which case the provisions of this part do not apply.

(5)  When a secured party has reduced his or her claim to judgment the lien of any levy which may be made upon his or her collateral by virtue of any execution based upon the judgment shall relate back to the date of the perfection of the security interest in such collateral. A judicial sale, pursuant to such execution, is a foreclosure of the security interest by judicial procedure within the meaning of this section, and the secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this chapter.

History.--s. 1, ch. 65-254; s. 32, ch. 79-398; s. 699, ch. 97-102.

Note.--s. 9-501, U.C.C.; supersedes s. 673.06.

679.502  Collection rights of secured party.--

(1)  When so agreed and in any event on default the secured party is entitled to notify an account debtor or the obligor on an instrument to make payment to her or him whether or not the assignor was theretofore making collections on the collateral, and also to take control of any proceeds to which the secured party is entitled under s. 679.306.

(2)  A secured party who by agreement is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor and who undertakes to collect from the account debtors or obligors must proceed in a commercially reasonable manner and may deduct her or his reasonable expenses of realization from the collections. If the security agreement secures an indebtedness, the secured party must account to the debtor for any surplus, and unless otherwise agreed, the debtor is liable for any deficiency. But, if the underlying transaction was a sale of accounts or chattel paper, the debtor is entitled to any surplus or is liable for any deficiency only if the security agreement so provides.

History.--s. 1, ch. 65-254; s. 33, ch. 79-398; s. 700, ch. 97-102.

Note.--s. 9-502, U.C.C.; supersedes s. 698.03.

679.503  Secured party's right to take possession after default.--Unless otherwise agreed a secured party has on default the right to take possession of the collateral. In taking possession a secured party may proceed without judicial process if this can be done without breach of the peace or may proceed by action. If the security agreement so provides the secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties. Without removal a secured party may render equipment unusable, and may dispose of collateral on the debtor's premises under s. 679.504.

History.--s. 1, ch. 65-254.

Note.--s. 9-503, U.C.C.; supersedes ss. 698.03, 673.06.

679.504  Secured party's right to dispose of collateral after default; effect of disposition.--

(1)  A secured party after default may sell, lease or otherwise dispose of any or all of the collateral in its then condition or following any commercially reasonable preparation or processing. Any sale of goods is subject to chapter 672. The proceeds of disposition shall be applied in the order following to:

(a)  The reasonable expenses of retaking, holding, preparing for sale or lease, selling, leasing, and the like and, to the extent provided for in the agreement and not prohibited by law, the reasonable attorneys' fees and legal expenses incurred by the secured party;

(b)  The satisfaction of indebtedness secured by the security interest under which the disposition is made;

(c)  The satisfaction of indebtedness secured by any subordinate security interest in the collateral if written notification of demand therefor is received before distribution of the proceeds is completed. If requested by the secured party, the holder of a subordinate security interest must seasonably furnish reasonable proof of his or her interest, and unless he or she does so, the secured party need not comply with his or her demand.

(2)  If the security interest secures an indebtedness, the secured party must account to the debtor for any surplus, and, unless otherwise agreed, the debtor is liable for any deficiency. But if the underlying transaction was a sale of accounts or chattel paper, the debtor is entitled to any surplus or is liable for any deficiency only if the security agreement so provides.

(3)  Disposition of the collateral may be by public or private proceedings and may be made by way of one or more contracts. Sale or other disposition may be as a unit or in parcels and at any time and place and on any terms, but every aspect of the disposition including the method, manner, time, place, and terms must be commercially reasonable. Unless collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, reasonable notification of the time and place of any public sale or reasonable notification of the time after which any private sale or other intended disposition is to be made shall be sent by the secured party to the debtor if the debtor has not signed after default a conspicuous statement renouncing or modifying his or her right to notification of sale; to any guarantor of the obligation secured who has not signed after default a conspicuous statement renouncing or modifying his or her right to notification of sale; and, except in the case of consumer goods, to any other person who has a security interest in the collateral and who has duly filed a financing statement indexed in the name of the debtor in this state. The secured party may buy at any public sale and, if the collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, he or she may buy at private sale.

(4)  When collateral is disposed of by a secured party after default, the disposition transfers to a purchaser for value all of the debtor's rights therein, discharges the security interest under which it is made and any security interest or lien subordinate thereto. The purchaser takes free of all such rights and interests even though the secured party fails to comply with the requirements of this part or of any judicial proceedings:

(a)  In the case of a public sale, if the purchaser has no knowledge of any defects in the sale and if he or she does not buy in collusion with the secured party, other bidders or the person conducting the sale; or

(b)  In any other case, if the purchaser acts in good faith.

(5)  A person who is liable to a secured party under a guaranty, indorsement, repurchase agreement or the like and who receives a transfer of collateral from the secured party or is subrogated to his or her rights has thereafter the rights and duties of the secured party. Such a transfer of collateral is not a sale or disposition of the collateral under this chapter.

History.--s. 1, ch. 65-254; s. 34, ch. 79-398; s. 3, ch. 91-216; s. 701, ch. 97-102.

Note.--s. 9-504, U.C.C.; supersedes ss. 673.06, 698.03.

679.505  Compulsory disposition of collateral; acceptance of the collateral as discharge of obligation.--

(1)  If the debtor has paid 60 percent of the cash price in the case of a purchase money security interest in consumer goods or 60 percent of the loan in the case of another security interest in consumer goods, and has not signed after default a statement renouncing or modifying his or her rights under this part a secured party who has taken possession of collateral must dispose of it under s. 679.504 and if the secured party fails to do so within 90 days after he or she takes possession the debtor at his or her option may recover in conversion or under s. 679.507(1) on secured party's liability.

(2)  In any other case involving consumer goods or any other collateral, a secured party in possession may, after default, propose to retain the collateral in satisfaction of the obligation. Written notice of such proposal shall be sent to the debtor and, except in the case of consumer goods, to any other secured party who has a security interest in the collateral and who has duly filed a financing statement indexed in the name of the debtor in this state. If the debtor or other person entitled to receive notification objects in writing within 30 days from the date the notification is sent by the secured party or if any other secured party objects in writing within 30 days after the secured party obtains possession, the secured party must dispose of the collateral under s. 679.504 if the debtor or such other person has not signed after default a conspicuous statement renouncing or modifying his or her rights under this subsection. In the absence of such written objection, the secured party may retain the collateral in satisfaction of the debtor's obligation.

History.--s. 1, ch. 65-254; s. 35, ch. 79-398; s. 702, ch. 97-102.

Note.--s. 9-505, U.C.C.

679.506  Debtor's right to redeem collateral.--At any time before the secured party has disposed of collateral or entered into a contract for its disposition under s. 679.504 or before the obligation has been discharged under s. 679.505(2), the debtor, any guarantor of the obligation secured, or any other secured party may unless otherwise agreed in writing after default redeem the collateral by tendering fulfillment of all obligations secured by the collateral as well as the expenses reasonably incurred by the secured party in retaking, holding, and preparing the collateral for disposition, in arranging for the sale, and, to the extent provided in the agreement and not prohibited by law, her or his reasonable attorneys' fees and legal expenses.

History.--s. 1, ch. 65-254; s. 4, ch. 91-216; s. 703, ch. 97-102.

Note.--s. 9-506, U.C.C.

679.507  Secured party's liability for failure to comply with this part.--

(1)  If it is established that the secured party is not proceeding in accordance with the provisions of this part disposition may be ordered or restrained on appropriate terms and conditions. If the disposition has occurred the debtor or any person entitled to notification or whose security interest has been made known to the secured party prior to the disposition has a right to recover from the secured party any loss caused by a failure to comply with the provisions of this part. If the collateral is consumer goods the debtor has a right to recover in any event an amount not less than the credit service charge plus 10 percent of the principal amount of the debt or the time price differential plus 10 percent of the cash price.

(2)  The fact that a better price could have been obtained by a sale at a different time or in a different method from that selected by the secured party is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. If the secured party either sells the collateral in the usual manner in any recognized market therefor or if the secured party sells at the price current in such market at the time of his or her sale or if the secured party has otherwise sold in conformity with reasonable commercial practices among dealers in the type of property sold he or she has sold in a commercially reasonable manner. The principles stated in the two preceding sentences with respect to sales also apply as may be appropriate to other types of disposition. A disposition which has been approved in any judicial proceeding or by any bona fide creditors' committee or representative of creditors shall conclusively be deemed to be commercially reasonable, but this sentence does not indicate that any such approval must be obtained in any case nor does it indicate that any disposition not so approved is not commercially reasonable.

History.--s. 1, ch. 65-254; s. 704, ch. 97-102.

Note.--s. 9-507, U.C.C.