House Bill hb0579
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Florida House of Representatives - 2001 HB 579
By Representative Crow
1 A bill to be entitled
2 An act relating to the Uniform Commercial Code;
3 revising ch. 679, F.S., relating to secured
4 transactions; creating ss. 679.1011, 679.1021,
5 679.1031, 679.1041, 679.1051, 679.1061,
6 679.1071, 679.1081, 679.1091, 679.1101, F.S.;
7 providing a short title, definitions, and
8 general concepts; creating ss. 679.2011,
9 679.2021, 679.2031, 679.2041, 679.2051,
10 679.2061, 679.2071, 679.2081, 679.209, 679.210,
11 F.S.; providing for the effectiveness and
12 attachment of security agreements; prescribing
13 rights and duties of secured parties; creating
14 ss. 679.3011, 679.3021, 679.3031, 679.3041,
15 679.3051, 679.3061, 679.3071, 679.3081,
16 679.091, 679.3101, 679.3111, 679.3121,
17 679.3131, 679.3141, 679.3151, 679.3161,
18 679.3171, 679.3181, 679.319, 679.320, 679.321,
19 679.322, 679.323, 679.324, 679.325, 679.326,
20 679.327, 679.328, 679.329, 679.330, 679.331,
21 679.332, 679.333, 679.334, 679.335, 679.336,
22 679.337, 679.338, 679.340, 679.341, 679.342,
23 F.S.; providing for perfection and priority of
24 security interests; creating ss. 679.40111,
25 679.4021, 679.4031, 679.4041, 679.4051,
26 679.4061, 679.4071, 679.4081, 679.409, F.S.;
27 prescribing rights of third parties; creating
28 ss. 679.5011, 679.5021, 679.5031, 679.5041,
29 679.5051, 679.5061, 679.5071, 679.508, 679.509,
30 679.510, 679.511, 679.512, 679.513, 679.524,
31 679.515, 679.516, 679.517, 679.518, 679.519,
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1 679.520, 679.521, 679.522, 679.523, 679.524,
2 679.525, 679.526, 679.527, F.S.; prescribing
3 filing procedures for perfection of a security
4 interest; providing forms; providing duties and
5 operation of filing office; creating ss.
6 679.601, 679.602, 679.603, 679.604, 679.605,
7 679.606, 679.607, 679.608, 679.609, 679.610,
8 679.611, 679.612, 679.613, 679.614, 679.615,
9 679.616, 679.617, 679.618, 679.619, 679.620,
10 679.621, 679.622, 679.623, 679.624, 679.625,
11 679.626, 679.627, F.S.; prescribing procedures
12 for default and enforcement of security
13 interests; providing for forms; creating ss.
14 679.701, 679.702, 679.703, 679.704, 679.705,
15 679.706, 679.707, 679.708, 679.709, F.S.;
16 providing transitional effective dates and
17 savings clause for perfected and unperfected
18 security interests, specified actions, and
19 financing statements; specifying priority of
20 conflicting claims; amending s. 671.105, F.S.;
21 specifying the precedence of law governing the
22 perfection, the effect of perfection or
23 nonperfection, and the priority of security
24 interests and agricultural liens; amending s.
25 671.201, F.S.; revising definitions used in the
26 Uniform Commercial Code; amending s. 672.103,
27 F.S.; conforming a cross-reference; amending s.
28 672.210, F.S.; providing that the creation,
29 attachment, perfection, or enforcement of a
30 security interest in the seller's interest
31 under a contract is not a transfer that
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1 materially affects the buyer unless the
2 enforcement actually results in a delegation of
3 material performance of the seller; amending s.
4 672.326, F.S.; eliminating provisions relating
5 to consignment sales; amending s. 672.502,
6 F.S.; modifying buyers' rights to goods on a
7 seller's repudiation, failure to deliver, or
8 insolvency; amending s. 672.716, F.S.;
9 providing that, for goods bought for personal,
10 family, or household purposes, the buyer's
11 right of replevin vests upon acquisition of a
12 special property; amending s. 674.2101, F.S.;
13 conforming a cross-reference; creating s.
14 675.1181, F.S.; specifying conditions under
15 which an issuer or nominated person has a
16 security interest in a document presented under
17 a letter of credit; amending ss. 677.503,
18 678.1031, F.S.; conforming cross-references;
19 amending s. 678.1061, F.S.; specifying a
20 condition under which a purchaser has control
21 of a security entitlement; amending s.
22 678.1101, F.S.; modifying rules that determine
23 a securities intermediary's jurisdiction;
24 amending s. 678.3011, F.S.; providing for
25 delivery of a certificated security to a
26 purchaser; amending s. 678.3021, F.S.;
27 eliminating a requirement that a purchaser of a
28 certificated or uncertificated security receive
29 delivery prior to acquiring all rights in the
30 security; amending s. 678.5101, F.S.;
31 prescribing rights of a purchaser of a security
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1 entitlement from an entitlement holder;
2 amending ss. 680.1031, 680.303, 680.307,
3 680.309, F.S.; conforming cross-references;
4 repealing ss. 679.101, 679.102, 679.103,
5 679.104, 679.105, 679.106, 679.107, 679.108,
6 679.109, 679.110, 679.112, 679.113, 679.114,
7 679.115, 679.116, F.S., relating to the short
8 title, applicability, and definitions of ch.
9 679, F.S.; repealing ss. 679.201, 679.202,
10 679.203, 679.204, 679.205, 679.206, 679.207,
11 679.208, F.S., relating to the validity of
12 security agreements and the rights of parties
13 to such agreements; repealing ss. 679.301,
14 679.302, 679,303, 679.304, 679.305, 679.306,
15 679.307, 679.308, 679.309, 679.310, 679.311,
16 679.312, 679.313, 679.314, 679.315, 679.316,
17 679.317, 679.318, F.S., relating to rights of
18 third parties, perfected and unperfected
19 security interests, and rules of priority;
20 repealing ss. 679.401, 679.4011, 679.402,
21 679.403, 679.404, 679.405, 679.406, 679.407,
22 679.408, F.S., relating to filing of security
23 interests; repealing ss. 679.501, 679.502,
24 679.503, 679.504, 679.505, 679.506, 679.507,
25 F.S., relating to rights of the parties upon
26 default under a security agreement; providing
27 an effective date.
28
29 Be It Enacted by the Legislature of the State of Florida:
30
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1 Section 1. Part I of chapter 679, Florida Statutes,
2 consisting of sections 679.101, 679.102, 679.103, 679.104,
3 679.105, 679.106, 679.107, 679.108, 679.109, 679.110, 679.112,
4 679.113, 679.114, 679.115, and 679.116, Florida Statutes, is
5 repealed and a new part I of that chapter, consisting of
6 sections 679.1011, 679.1021, 679.1031, 679.1041, 679.1051,
7 679.1061, 679.1071, 679.1081, 679.1091, and 679.1101, Florida
8 Statutes, is created to read:
9 PART I
10 GENERAL PROVISIONS
11 679.1011 Short title.--This chapter may be cited as
12 Uniform Commercial Code-Secured Transactions.
13 679.1021 Definitions and index of definitions.--
14 (1) In this chapter, the term:
15 (a) "Accession" means goods that are physically united
16 with other goods in such a manner that the identity of the
17 original goods is not lost.
18 (b) "Account," except as used in "account for," means
19 a right to payment of a monetary obligation, whether or not
20 earned by performance, for property that has been or is to be
21 sold, leased, licensed, assigned, or otherwise disposed of;
22 for services rendered or to be rendered; for a policy of
23 insurance issued or to be issued; for a secondary obligation
24 incurred or to be incurred; for energy provided or to be
25 provided; for the use or hire of a vessel under a charter or
26 other contract; arising out of the use of a credit or charge
27 card or information contained on or for use with the card; or
28 as winnings in a lottery or other game of chance operated or
29 sponsored by a state, governmental unit of a state, or person
30 licensed or authorized to operate the game by a state or
31 governmental unit of a state. The term includes
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1 health-care-insurance receivables. The term does not include
2 rights to payment evidenced by chattel paper or an instrument;
3 commercial tort claims; deposit accounts; investment property;
4 letter-of-credit rights or letters of credit; or rights to
5 payment for money or funds advanced or sold, other than rights
6 arising out of the use of a credit or charge card or
7 information contained on or for use with the card.
8 (c) "Account debtor" means a person obligated on an
9 account, chattel paper, or general intangible. The term does
10 not include persons obligated to pay a negotiable instrument,
11 even if the instrument constitutes part of chattel paper.
12 (d) "Accounting," except as used in the term
13 "accounting for," means a record:
14 1. Authenticated by a secured party;
15 2. Indicating the aggregate unpaid secured obligations
16 as of a date not more than 35 days earlier or 35 days later
17 than the date of the record; and
18 3. Identifying the components of the obligations in
19 reasonable detail.
20 (e) "Agricultural lien" means an interest, other than
21 a security interest, in farm products:
22 1. Which secures payment or performance of an
23 obligation for:
24 a. Goods or services furnished in connection with a
25 debtor's farming operation; or
26 b. Rent on real property leased by a debtor in
27 connection with the debtor's farming operation;
28 2. Which is created by statute in favor of a person
29 who:
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1 a. In the ordinary course of the person's business
2 furnished goods or services to a debtor in connection with a
3 debtor's farming operation; or
4 b. Leased real property to a debtor in connection with
5 the debtor's farming operation; and
6 3. Whose effectiveness does not depend on the person's
7 possession of the personal property.
8 (f) "As-extracted collateral" means:
9 1. Oil, gas, or other minerals that are subject to a
10 security interest that:
11 a. Is created by a debtor having an interest in the
12 minerals before extraction; and
13 b. Attaches to the minerals as extracted; or
14 2. Accounts arising out of the sale at the wellhead or
15 minehead of oil, gas, or other minerals in which the debtor
16 had an interest before extraction.
17 (g) "Authenticate" means:
18 1. To sign; or
19 2. To execute or otherwise adopt a symbol, or encrypt
20 or similarly process a record in whole or in part, with the
21 present intent of the authenticating person to identify the
22 person and adopt or accept a record.
23 (h) "Bank" means an organization that is engaged in
24 the business of banking. The term includes savings banks,
25 savings and loan associations, credit unions, and trust
26 companies.
27 (i) "Cash proceeds" means proceeds that are money,
28 checks, deposit accounts, or the like.
29 (j) "Certificate of title" means a certificate of
30 title with respect to which a statute provides for the
31 security interest in question to be indicated on the
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1 certificate as a condition or result of the security
2 interest's obtaining priority over the rights of a lien
3 creditor with respect to the collateral.
4 (k) "Chattel paper" means a record or records that
5 evidence both a monetary obligation and a security interest in
6 specific goods, a security interest in specific goods and
7 software used in the goods, a security interest in specific
8 goods and license of software used in the goods, a lease of
9 specific goods, or a lease of specific goods and license of
10 software used in the goods. In this paragraph, "monetary
11 obligation" means a monetary obligation secured by the goods
12 or owed under a lease of the goods and includes a monetary
13 obligation with respect to software used in the goods. The
14 term does not include charters or other contracts involving
15 the use or hire of a vessel or records that evidence a right
16 to payment arising out of the use of a credit or charge card
17 or information contained on or for use with the card. If a
18 transaction is evidenced by records that include an instrument
19 or series of instruments, the group of records taken together
20 constitutes chattel paper.
21 (l) "Collateral" means the property subject to a
22 security interest or agricultural lien. The term includes:
23 1. Proceeds to which a security interest attaches;
24 2. Accounts, chattel paper, payment intangibles, and
25 promissory notes that have been sold; and
26 3. Goods that are the subject of a consignment.
27 (m) "Commercial tort claim" means a claim arising in
28 tort with respect to which:
29 1. The claimant is an organization; or
30 2. The claimant is an individual and the claim:
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1 a. Arose in the course of the claimant's business or
2 profession; and
3 b. Does not include damages arising out of personal
4 injury to or the death of an individual.
5 (n) "Commodity account" means an account maintained by
6 a commodity intermediary in which a commodity contract is
7 carried for a commodity customer.
8 (o) "Commodity contract" means a commodity futures
9 contract, an option on a commodity futures contract, a
10 commodity option, or another contract if the contract or
11 option is:
12 1. Traded on or subject to the rules of a board of
13 trade that has been designated as a contract market for such a
14 contract pursuant to federal commodities laws; or
15 2. Traded on a foreign commodity board of trade,
16 exchange, or market, and is carried on the books of a
17 commodity intermediary for a commodity customer.
18 (p) "Commodity customer" means a person for which a
19 commodity intermediary carries a commodity contract on its
20 books.
21 (q) "Commodity intermediary" means a person who:
22 1. Is registered as a futures commission merchant
23 under federal commodities law; or
24 2. In the ordinary course of the person's business
25 provides clearance or settlement services for a board of trade
26 that has been designated as a contract market pursuant to
27 federal commodities law.
28 (r) "Communicate" means:
29 1. To send a written or other tangible record;
30 2. To transmit a record by any means agreed upon by
31 the persons sending and receiving the record; or
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1 3. In the case of transmission of a record to or by a
2 filing office, to transmit a record by any means prescribed by
3 filing-office rule.
4 (s) "Consignee" means a merchant to which goods are
5 delivered in a consignment.
6 (t) "Consignment" means a transaction, regardless of
7 its form, in which a person delivers goods to a merchant for
8 the purpose of sale and:
9 1. The merchant:
10 a. Deals in goods of that kind under a name other than
11 the name of the person making delivery;
12 b. Is not an auctioneer; and
13 c. Is not generally known by its creditors to be
14 substantially engaged in selling the goods of others;
15 2. With respect to each delivery, the aggregate value
16 of the goods is $1,000 or more at the time of delivery;
17 3. The goods are not consumer goods immediately before
18 delivery; and
19 4. The transaction does not create a security interest
20 that secures an obligation.
21 (u) "Consignor" means a person who delivers goods to a
22 consignee in a consignment.
23 (v) "Consumer debtor" means a debtor in a consumer
24 transaction.
25 (w) "Consumer goods" means goods that are used or
26 bought for use primarily for personal, family, or household
27 purposes.
28 (x) "Consumer-goods transaction" means a consumer
29 transaction in which:
30 1. An individual incurs an obligation primarily for
31 personal, family, or household purposes; and
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1 2. A security interest in consumer goods secures the
2 obligation.
3 (y) "Consumer obligor" means an obligor who is an
4 individual and who incurred the obligation as part of a
5 transaction entered into primarily for personal, family, or
6 household purposes.
7 (z) "Consumer transaction" means a transaction in
8 which an individual incurs an obligation primarily for
9 personal, family, or household purposes; a security interest
10 secures the obligation; and the collateral is held or acquired
11 primarily for personal, family, or household purposes. The
12 term includes consumer-goods transactions.
13 (aa) "Continuation statement" means an amendment of a
14 financing statement which:
15 1. Identifies, by its file number, the initial
16 financing statement to which it relates; and
17 2. Indicates that it is a continuation statement for,
18 or that it is filed to continue the effectiveness of, the
19 identified financing statement.
20 (bb) "Debtor" means:
21 1. A person having an interest, other than a security
22 interest or other lien, in the collateral, whether or not the
23 person is an obligor;
24 2. A seller of accounts, chattel paper, payment
25 intangibles, or promissory notes; or
26 3. A consignee.
27 (cc) "Deposit account" means a demand, time, savings,
28 passbook, or similar account maintained with a bank. The term
29 does not include investment property or accounts evidenced by
30 an instrument.
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1 (dd) "Document" means a document of title or a receipt
2 of the type described in s. 677.201(2).
3 (ee) "Electronic chattel paper" means chattel paper
4 evidenced by a record or records consisting of information
5 stored in an electronic medium.
6 (ff) "Encumbrance" means a right, other than an
7 ownership interest, in real property. The term includes
8 mortgages and other liens on real property.
9 (gg) "Equipment" means goods other than inventory,
10 farm products, or consumer goods.
11 (hh) "Farm products" means goods, other than standing
12 timber, with respect to which the debtor is engaged in a
13 farming operation and which are:
14 1. Crops grown, growing, or to be grown, including:
15 a. Crops produced on trees, vines, and bushes; and
16 b. Aquatic goods produced in aquacultural operations;
17 2. Livestock, born or unborn, including aquatic goods
18 produced in aquacultural operations;
19 3. Supplies used or produced in a farming operation;
20 or
21 4. Products of crops or livestock in their
22 unmanufactured states.
23 (ii) "Farming operation" means raising, cultivating,
24 propagating, fattening, grazing, or any other farming,
25 livestock, or aquacultural operation.
26 (jj) "File number" means the number assigned to an
27 initial financing statement pursuant to s. 679.519(1).
28 (kk) "Filing office" means an office designated in s.
29 679.5011 as the place to file a financing statement.
30 (ll) "Filing-office rule" means a rule adopted
31 pursuant to s. 679.526.
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1 (mm) "Financing statement" means a record or records
2 composed of an initial financing statement and any filed
3 record relating to the initial financing statement.
4 (nn) "Fixture filing" means the filing of a financing
5 statement covering goods that are or are to become fixtures
6 and satisfying s. 679.502(1) and (2). The term includes the
7 filing of a financing statement covering goods of a
8 transmitting utility which are or are to become fixtures.
9 (oo) "Fixtures" means goods that have become so
10 related to particular real property that an interest in them
11 arises under real property law.
12 (pp) "General intangible" means any personal property,
13 including things in action, other than accounts, chattel
14 paper, commercial tort claims, deposit accounts, documents,
15 goods, instruments, investment property, letter-of-credit
16 rights, letters of credit, money, and oil, gas, or other
17 minerals before extraction. The term includes payment
18 intangibles and software.
19 (qq) "Good faith" means honesty in fact and the
20 observance of reasonable commercial standards of fair dealing.
21 (rr) "Goods" means all things that are movable when a
22 security interest attaches. The term includes fixtures;
23 standing timber that is to be cut and removed under a
24 conveyance or contract for sale; the unborn young of animals;
25 crops grown, growing, or to be grown, even if the crops are
26 produced on trees, vines, or bushes; and manufactured homes.
27 The term also includes a computer program embedded in goods
28 and any supporting information provided in connection with a
29 transaction relating to the program if the program is
30 associated with the goods in such a manner that it customarily
31 is considered part of the goods, or by becoming the owner of
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1 the goods, a person acquires a right to use the program in
2 connection with the goods. The term does not include a
3 computer program embedded in goods that consist solely of the
4 medium in which the program is embedded. The term also does
5 not include accounts, chattel paper, commercial tort claims,
6 deposit accounts, documents, general intangibles, instruments,
7 investment property, letter-of-credit rights, letters of
8 credit, money, or oil, gas, or other minerals before
9 extraction.
10 (ss) "Governmental unit" means a subdivision, agency,
11 department, county, parish, municipality, or other unit of the
12 government of the United States, a state, or a foreign
13 country. The term includes an organization having a separate
14 corporate existence if the organization is eligible to issue
15 debt on which interest is exempt from income taxation under
16 the laws of the United States.
17 (tt) "Health-care-insurance receivable" means an
18 interest in or claim under a policy of insurance which is a
19 right to payment of a monetary obligation for health-care
20 goods or services provided.
21 (uu) "Instrument" means a negotiable instrument or any
22 other writing that evidences a right to the payment of a
23 monetary obligation, is not itself a security agreement or
24 lease, and is of a type that in the ordinary course of
25 business is transferred by delivery with any necessary
26 indorsement or assignment. The term does not include
27 investment property, letters of credit, or writings that
28 evidence a right to payment arising out of the use of a credit
29 or charge card or information contained on or for use with the
30 card.
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1 (vv) "Inventory" means goods, other than farm
2 products, which:
3 1. Are leased by a person as lessor;
4 2. Are held by a person for sale or lease or to be
5 furnished under a contract of service;
6 3. Are furnished by a person under a contract of
7 service; or
8 4. Consist of raw materials, work in process, or
9 materials used or consumed in a business.
10 (ww) "Investment property" means a security, whether
11 certificated or uncertificated, security entitlement,
12 securities account, commodity contract, or commodity account.
13 (xx) "Jurisdiction of organization," with respect to a
14 registered organization, means the jurisdiction under whose
15 law the organization is organized.
16 (yy) "Letter-of-credit right" means a right to payment
17 or performance under a letter of credit, whether or not the
18 beneficiary has demanded or is at the time entitled to demand
19 payment or performance. The term does not include the right
20 of a beneficiary to demand payment or performance under a
21 letter of credit.
22 (zz) "Lien creditor" means:
23 1. A creditor that has acquired a lien on the property
24 involved by attachment, levy, or the like;
25 2. An assignee for benefit of creditors from the time
26 of assignment;
27 3. A trustee in bankruptcy from the date of the filing
28 of the petition; or
29 4. A receiver in equity from the time of appointment.
30 (aaa) "Manufactured home" means a structure,
31 transportable in one or more sections, which, in the traveling
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1 mode, is eight body feet or more in width or 40 body feet or
2 more in length, or, when erected on site, is 320 or more
3 square feet, and which is built on a permanent chassis and
4 designed to be used as a dwelling with or without a permanent
5 foundation when connected to the required utilities, and
6 includes the plumbing, heating, air-conditioning, and
7 electrical systems contained therein. The term includes any
8 structure that meets all of the requirements of this paragraph
9 except the size requirements and with respect to which the
10 manufacturer voluntarily files a certification required by the
11 United States Secretary of Housing and Urban Development and
12 complies with the standards established under Title 42 of the
13 United States Code.
14 (bbb) "Manufactured-home transaction" means a secured
15 transaction:
16 1. That creates a purchase-money security interest in
17 a manufactured home, other than a manufactured home held as
18 inventory; or
19 2. In which a manufactured home, other than a
20 manufactured home held as inventory, is the primary
21 collateral.
22 (ccc) "Mortgage" means a consensual interest in real
23 property, including fixtures, which secures payment or
24 performance of an obligation, and any interest as defined in
25 s. 697.01.
26 (ddd) "New debtor" means a person who becomes bound as
27 debtor under s. 679.2031(4) by a security agreement previously
28 entered into by another person.
29 (eee) "New value" means money; money's worth in
30 property, services, or new credit; or release by a transferee
31 of an interest in property previously transferred to the
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1 transferee. The term does not include an obligation
2 substituted for another obligation.
3 (fff) "Noncash proceeds" means proceeds other than
4 cash proceeds.
5 (ggg) "Obligor" means a person who, with respect to an
6 obligation secured by a security interest in or an
7 agricultural lien on the collateral, owes payment or other
8 performance of the obligation, has provided property other
9 than the collateral to secure payment or other performance of
10 the obligation, or is otherwise accountable in whole or in
11 part for payment or other performance of the obligation. The
12 term does not include issuers or nominated persons under a
13 letter of credit.
14 (hhh) "Original debtor," except as used in s.
15 679.3101(3), means a person who, as debtor, entered into a
16 security agreement to which a new debtor has become bound
17 under s. 679.2031(4).
18 (iii) "Payment intangible" means a general intangible
19 under which the account debtor's principal obligation is a
20 monetary obligation.
21 (jjj) "Person related to," with respect to an
22 individual, means:
23 1. The spouse of the individual;
24 2. A brother, brother-in-law, sister, or sister-in-law
25 of the individual;
26 3. An ancestor or lineal descendant of the individual
27 or the individual's spouse; or
28 4. Any other relative, by blood or marriage, of the
29 individual or the individual's spouse who shares the same home
30 with the individual.
31
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1 (kkk) "Person related to," with respect to an
2 organization, means:
3 1. A person directly or indirectly controlling,
4 controlled by, or under common control with the organization;
5 2. An officer or director of, or a person performing
6 similar functions with respect to, the organization;
7 3. An officer or director of, or a person performing
8 similar functions with respect to, a person described in
9 subparagraph 1.;
10 4. The spouse of an individual described in
11 subparagraph 1., subparagraph 2., or subparagraph 3.; or
12 5. An individual who is related by blood or marriage
13 to an individual described in subparagraph 1., subparagraph
14 2., subparagraph 3., or subparagraph 4. and shares the same
15 home with the individual.
16 (lll) "Proceeds," except as used in s. 679.609(2),
17 means the following property:
18 1. Whatever is acquired upon the sale, lease, license,
19 exchange, or other disposition of collateral;
20 2. Whatever is collected on, or distributed on account
21 of, collateral;
22 3. Rights arising out of collateral;
23 4. To the extent of the value of collateral, claims
24 arising out of the loss, nonconformity, or interference with
25 the use of, defects or infringement of rights in, or damage
26 to, the collateral; or
27 5. To the extent of the value of collateral and to the
28 extent payable to the debtor or the secured party, insurance
29 payable by reason of the loss or nonconformity of, defects or
30 infringement of rights in, or damage to, the collateral.
31
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1 (mmm) "Promissory note" means an instrument that
2 evidences a promise to pay a monetary obligation, does not
3 evidence an order to pay, and does not contain an
4 acknowledgment by a bank that the bank has received for
5 deposit a sum of money or funds.
6 (nnn) "Proposal" means a record authenticated by a
7 secured party which includes the terms on which the secured
8 party is willing to accept collateral in full or partial
9 satisfaction of the obligation it secures pursuant to ss.
10 679.620, 679.621, and 679.622.
11 (ooo) "Public-finance transaction" means a secured
12 transaction in connection with which:
13 1. Debt securities are issued;
14 2. All or a portion of the securities issued have an
15 initial stated maturity of at least 20 years; and
16 3. The debtor, obligor, secured party, account debtor
17 or other person obligated on collateral, assignor or assignee
18 of a secured obligation, or assignor or assignee of a security
19 interest is a state or a governmental unit of a state.
20 (ppp) "Pursuant to commitment," with respect to an
21 advance made or other value given by a secured party, means
22 pursuant to the secured party's obligation, whether or not a
23 subsequent event of default or other event not within the
24 secured party's control has relieved or may relieve the
25 secured party from its obligation.
26 (qqq) "Record," except as used in the terms "for
27 record," "of record," "record or legal title," and "record
28 owner," means information that is inscribed on a tangible
29 medium or that is stored in an electronic or other medium and
30 is retrievable in perceivable form.
31
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1 (rrr) "Registered organization" means an organization
2 organized solely under the law of a single state or the United
3 States and as to which the state or the United States must
4 maintain a public record showing the organization to have been
5 organized.
6 (sss) "Secondary obligor" means an obligor to the
7 extent that:
8 1. The obligor's obligation is secondary; or
9 2. The obligor has a right of recourse with respect to
10 an obligation secured by collateral against the debtor,
11 another obligor, or property of either.
12 (ttt) "Secured party" means:
13 1. A person in whose favor a security interest is
14 created or provided for under a security agreement, whether or
15 not any obligation to be secured is outstanding;
16 2. A person who holds an agricultural lien;
17 3. A consignor;
18 4. A person to whom accounts, chattel paper, payment
19 intangibles, or promissory notes have been sold;
20 5. A trustee, indenture trustee, agent, collateral
21 agent, or other representative in whose favor a security
22 interest or agricultural lien is created or provided for; or
23 6. A person who holds a security interest arising
24 under s. 672.401, s. 672.505, s. 672.711(3), s. 680.508(5), s.
25 674.2101, or s. 675.118.
26 (uuu) "Security agreement" means an agreement that
27 creates or provides for a security interest.
28 (vvv) "Send," in connection with a record or
29 notification, means:
30 1. To deposit in the mail, deliver for transmission,
31 or transmit by any other usual means of communication, with
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1 postage or cost of transmission provided for, addressed to any
2 address reasonable under the circumstances; or
3 2. To cause the record or notification to be received
4 within the time that it would have been received if properly
5 sent under subparagraph 1.
6 (www) "Software" means a computer program and any
7 supporting information provided in connection with a
8 transaction relating to the program. The term does not include
9 a computer program that is included in the definition of
10 goods.
11 (xxx) "State" means a state of the United States, the
12 District of Columbia, Puerto Rico, the United States Virgin
13 Islands, or any territory or insular possession subject to the
14 jurisdiction of the United States.
15 (yyy) "Supporting obligation" means a letter-of-credit
16 right or secondary obligation that supports the payment or
17 performance of an account, chattel paper, a document, a
18 general intangible, an instrument, or investment property.
19 (zzz) "Tangible chattel paper" means chattel paper
20 evidenced by a record or records consisting of information
21 that is inscribed on a tangible medium.
22 (aaaa) "Termination statement" means an amendment of a
23 financing statement which:
24 1. Identifies, by its file number, the initial
25 financing statement to which it relates;
26 2. Indicates either that it is a termination statement
27 or that the identified financing statement is no longer
28 effective; and
29 3. If a fixture filing, specifies the official records
30 book and page number of the initial financing statement.
31
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1 (bbbb) "Transmitting utility" means a person primarily
2 engaged in the business of:
3 1. Operating a railroad, subway, street railway, or
4 trolley bus;
5 2. Transmitting communications electrically,
6 electromagnetically, or by light;
7 3. Transmitting goods by pipeline or sewer; or
8 4. Transmitting or producing and transmitting
9 electricity, steam, gas, or water.
10 (2) The following definitions in other chapters apply
11 to this chapter:
12 "Applicant" s. 675.103.
13 "Beneficiary" s. 675.103.
14 "Broker" s. 678.1021.
15 "Certificated security" s. 678.1021.
16 "Check" s. 673.1041.
17 "Clearing corporation" s. 678.1021.
18 "Contract for sale" s. 672.106.
19 "Customer" s. 674.104.
20 "Entitlement holder" s. 678.1021.
21 "Financial asset" s. 678.1021.
22 "Holder in due course" s. 673.3021.
23 "Issuer" (with respect to a letter of credit or
24 letter-of-credit right) s. 675.103.
25 "Issuer" (with respect to a security) s. 678.2011.
26 "Lease" s. 680.1031.
27 "Lease agreement" s. 680.1031.
28 "Lease contract" s. 680.1031.
29 "Leasehold interest" s. 680.1031.
30 "Lessee" s. 680.1031.
31 "Lessee in ordinary course of business" s. 680.1031.
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1 "Lessor" s. 680.1031.
2 "Lessor's residual interest" s. 680.1031.
3 "Letter of credit" s. 675.103.
4 "Merchant" s. 672.104.
5 "Negotiable instrument" s. 673.1041.
6 "Nominated person" s. 675.103.
7 "Note" s. 673.1041.
8 "Proceeds of a letter of credit" s. 675.114.
9 "Prove" s. 673.1031.
10 "Sale" s. 672.106.
11 "Securities account" s. 678.5011.
12 "Securities intermediary" s. 678.1021.
13 "Security" s. 678.1021.
14 "Security certificate" s. 678.1021.
15 "Security entitlement" s. 678.1021.
16 "Uncertificated security" s. 678.1021.
17 (3) Chapter 671 contains general definitions and
18 principles of construction and interpretation applicable
19 throughout this chapter.
20 679.1031 Purchase-money security interest; application
21 of payments; burden of establishing.--
22 (1) In this section, the term:
23 (a) "Purchase-money collateral" means goods or
24 software that secures a purchase-money obligation incurred
25 with respect to that collateral.
26 (b) "Purchase-money obligation" means an obligation of
27 an obligor incurred as all or part of the price of the
28 collateral or for value given to enable the debtor to acquire
29 rights in or the use of the collateral if the value is in fact
30 so used.
31
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1 (2) A security interest in goods is a purchase-money
2 security interest:
3 (a) To the extent that the goods are purchase-money
4 collateral with respect to that security interest;
5 (b) If the security interest is in inventory that is
6 or was purchase-money collateral, also to the extent that the
7 security interest secures a purchase-money obligation incurred
8 with respect to other inventory in which the secured party
9 holds or held a purchase-money security interest; and
10 (c) Also to the extent that the security interest
11 secures a purchase-money obligation incurred with respect to
12 software in which the secured party holds or held a
13 purchase-money security interest.
14 (3) A security interest in software is a
15 purchase-money security interest to the extent that the
16 security interest also secures a purchase-money obligation
17 incurred with respect to goods in which the secured party
18 holds or held a purchase-money security interest if:
19 (a) The debtor acquired interest in the software in an
20 integrated transaction in which the debtor acquired an
21 interest in the goods; and
22 (b) The debtor acquired interest in the software for
23 the principal purpose of using the software in the goods.
24 (4) The security interest of a consignor in goods that
25 are the subject of a consignment is a purchase-money security
26 interest in inventory.
27 (5) If the extent to which a security interest is a
28 purchase-money security interest depends on the application of
29 a payment to a particular obligation, the payment must be
30 applied:
31
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1 (a) In accordance with any reasonable method of
2 application to which the parties agree;
3 (b) In the absence of the parties' agreement to a
4 reasonable method, in accordance with any intention of the
5 obligor manifested at or before the time of payment; or
6 (c) In the absence of an agreement to a reasonable
7 method and a timely manifestation of the obligor's intention,
8 in the following order:
9 1. To obligations that are not secured; and
10 2. If more than one obligation is secured, to
11 obligations secured by purchase-money security interests in
12 the order in which those obligations were incurred.
13 (6) A purchase-money security interest does not lose
14 its status as such, even if:
15 (a) The purchase-money collateral also secures an
16 obligation that is not a purchase-money obligation;
17 (b) Collateral that is not purchase-money collateral
18 also secures the purchase-money obligation; or
19 (c) The purchase-money obligation has been renewed,
20 refinanced, consolidated, or restructured.
21 (7) A secured party claiming a purchase-money security
22 interest has the burden of establishing the extent to which
23 the security interest is a purchase-money security interest.
24 679.1041 Control of deposit account.--
25 (1) A secured party has control of a deposit account
26 if:
27 (a) The secured party is the bank with which the
28 deposit account is maintained;
29 (b) The debtor, secured party, and bank have agreed in
30 an authenticated record that the bank will comply with
31 instructions originated by the secured party directing
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1 disposition of the funds in the deposit account without
2 further consent by the debtor; or
3 (c) The secured party becomes the bank's customer with
4 respect to the deposit account.
5 (2) A secured party that has satisfied subsection (1)
6 has control, even if the debtor retains the right to direct
7 the disposition of funds from the deposit account.
8 679.1051 Control of electronic chattel paper.--A
9 secured party has control of electronic chattel paper if the
10 record or records comprising the chattel paper are created,
11 stored, and assigned in such a manner that:
12 (1) A single authoritative copy of the record or
13 records exists which is unique, identifiable and, except as
14 otherwise provided in subsections (4), (5), and (6),
15 unalterable;
16 (2) The authoritative copy identifies the secured
17 party as the assignee of the record or records;
18 (3) The authoritative copy is communicated to and
19 maintained by the secured party or its designated custodian;
20 (4) Copies or revisions that add or change an
21 identified assignee of the authoritative copy can be made only
22 with the participation of the secured party;
23 (5) Each copy of the authoritative copy and any copy
24 of a copy is readily identifiable as a copy that is not the
25 authoritative copy; and
26 (6) Any revision of the authoritative copy is readily
27 identifiable as an authorized or unauthorized revision.
28 679.1061 Control of investment property.--
29 (1) A person has control of a certificated security,
30 uncertificated security, or security entitlement as provided
31 in s. 678.1061.
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1 (2) A secured party has control of a commodity
2 contract if:
3 (a) The secured party is the commodity intermediary
4 with which the commodity contract is carried; or
5 (b) The commodity customer, secured party, and
6 commodity intermediary have agreed that the commodity
7 intermediary will apply any value distributed on account of
8 the commodity contract as directed by the secured party
9 without further consent by the commodity customer.
10 (3) A secured party having control of all security
11 entitlements or commodity contracts carried in a securities
12 account or commodity account has control over the securities
13 account or commodity account.
14 679.1071 Control of letter-of-credit right.--A secured
15 party has control of a letter-of-credit right to the extent of
16 any right to payment or performance by the issuer or any
17 nominated person if the issuer or nominated person has
18 consented to an assignment of proceeds of the letter of credit
19 under s. 675.114(3) or otherwise applicable law or practice.
20 679.1081 Sufficiency of description.--
21 (1) Except as otherwise provided in subsections (3),
22 (4), and (5), a description of personal or real property is
23 sufficient, whether or not it is specific, if it reasonably
24 identifies what is described.
25 (2) Except as otherwise provided in subsection (4), a
26 description of collateral reasonably identifies the collateral
27 if it identifies the collateral by:
28 (a) Specific listing;
29 (b) Category (e.g., inventory; accounts; equipment);
30 (c) Except as otherwise provided in subsection (5), a
31 type of collateral defined in the Uniform Commercial Code;
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1 (d) Quantity;
2 (e) Computational or allocational formula or
3 procedure; or
4 (f) Except as otherwise provided in subsection (3),
5 any other method, if the identity of the collateral is
6 objectively determinable.
7 (3) A description of collateral as "all the debtor's
8 assets" or "all the debtor's personal property" or using words
9 of similar import does not reasonably identify the collateral
10 for purposes of the security agreement.
11 (4) Except as otherwise provided in subsection (5), a
12 description of a security entitlement, securities account, or
13 commodity account is sufficient if it describes:
14 (a) The collateral by those terms or as investment
15 property; or
16 (b) The underlying financial asset or commodity
17 contract.
18 (5) A description only by type of collateral defined
19 in the Uniform Commercial Code is an insufficient description
20 of:
21 (a) A commercial tort claim; or
22 (b) In a consumer transaction, consumer goods, a
23 security entitlement, a securities account, or a commodity
24 account.
25 679.1091 Scope.--
26 (1) Except as otherwise provided in subsections (3)
27 and (4), this chapter applies to:
28 (a) A transaction, regardless of its form, that
29 creates a security interest in personal property or fixtures
30 by contract;
31 (b) An agricultural lien;
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1 (c) A sale of accounts, chattel paper, payment
2 intangibles, or promissory notes;
3 (d) A consignment;
4 (e) A security interest arising under s. 672.401, s.
5 672.502, s. 672.711, or s. 680.508(5), as provided in s.
6 679.1101; and
7 (f) A security interest arising under s. 674.2101 or
8 s. 675.118.
9 (2) The application of this chapter to a security
10 interest in a secured obligation is not affected by the fact
11 that the obligation is itself secured by a transaction or
12 interest to which this chapter does not apply.
13 (3) This chapter does not apply to the extent that:
14 (a) A statute, regulation, or treaty of the United
15 States preempts this chapter;
16 (b) Another statute of this state expressly governs
17 the creation, perfection, priority, or enforcement of a
18 security interest created by this state or a governmental unit
19 of this state;
20 (c) A statute of another state, a foreign country, or
21 a governmental unit of another state or a foreign country,
22 other than a statute generally applicable to security
23 interests, expressly governs creation, perfection, priority,
24 or enforcement of a security interest created by the state,
25 country, or governmental unit; or
26 (d) The rights of a transferee beneficiary or
27 nominated person under a letter of credit are independent and
28 superior under s. 675.114.
29 (4) This chapter does not apply to:
30 (a) A landlord's lien, other than an agricultural
31 lien;
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1 (b) A lien, other than an agricultural lien, given by
2 statute or other rule of law for services or materials, but s.
3 679.333 applies with respect to priority of the lien;
4 (c) An assignment of a claim for wages, salary, or
5 other compensation of an employee;
6 (d) A sale of accounts, chattel paper, payment
7 intangibles, or promissory notes as part of a sale of the
8 business out of which they arose;
9 (e) An assignment of accounts, chattel paper, payment
10 intangibles, or promissory notes which is for the purpose of
11 collection only;
12 (f) An assignment of a right to payment under a
13 contract to an assignee that is also obligated to perform
14 under the contract;
15 (g) An assignment of a single account, payment
16 intangible, or promissory note to an assignee in full or
17 partial satisfaction of a preexisting indebtedness;
18 (h) A transfer of an interest in or an assignment of a
19 claim under a policy of insurance, other than an assignment by
20 or to a health-care provider of a health-care-insurance
21 receivable and any subsequent assignment of the right to
22 payment, but ss. 679.3151 and 679.322 apply with respect to
23 proceeds and priorities in proceeds;
24 (i) An assignment of a right represented by a
25 judgment, other than a judgment taken on a right to payment
26 that was collateral;
27 (j) A right of recoupment or set-off, but:
28 1. Section 679.340 applies with respect to the
29 effectiveness of rights of recoupment or set-off against
30 deposit accounts; and
31
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1 2. Section 679.4041 applies with respect to defenses
2 or claims of an account debtor;
3 (k) The creation or transfer of an interest in or lien
4 on real property, including a lease or rents thereunder,
5 except to the extent that provision is made for:
6 1. Liens on real property in ss. 679.2031 and
7 679.3081;
8 2. Fixtures in s. 679.334;
9 3. Fixture filings in ss. 679.5011, 679.5021, 679.512,
10 679.516, and 679.519; and
11 4. Security agreements covering personal and real
12 property in s. 679.604;
13 (l) An assignment of a claim arising in tort, other
14 than a commercial tort claim, but ss. 679.3151 and 679.322
15 apply with respect to proceeds and priorities in proceeds;
16 (m) An assignment of a deposit account in a consumer
17 transaction, but ss. 679.3151 and 679.322 apply with respect
18 to proceeds and priorities in proceeds; or
19 (n) Any transfer by a governmental unit.
20 679.1101 Security interests arising under chapter 672
21 or chapter 680.--A security interest arising under s. 672.401,
22 s. 672.505, s. 672.711(3), or s. 680.508(5) is subject to this
23 chapter. However, until the debtor obtains possession of the
24 goods:
25 (1) The security interest is enforceable, even if s.
26 679.2031(2)(c) has not been satisfied;
27 (2) Filing is not required to perfect the security
28 interest;
29 (3) The rights of the secured party after default by
30 the debtor are governed by chapter 672 or chapter 680; and
31
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1 (4) The security interest has priority over a
2 conflicting security interest created by the debtor.
3 Section 2. Part II of chapter 679, Florida Statutes,
4 consisting of sections 679.201, 679.202, 679.203, 679.204,
5 679.205, 679.206, 679.207, and 679.208, Florida Statutes, is
6 repealed and a new part II of that chapter, consisting of
7 sections 679.2011, 679.2021, 679.2031, 670.2041, 679.2051,
8 679.2061, 679.2071, 679.2081, 679.209, and 679.210, Florida
9 Statutes, is created to read:
10 PART II
11 EFFECTIVENESS OF SECURITY AGREEMENT;
12 ATTACHMENT OF SECURITY INTEREST;
13 RIGHTS OF PARTIES TO SECURITY AGREEMENT
14 679.2011 General effectiveness of security
15 agreement.--
16 (1) Except as otherwise provided in the Uniform
17 Commercial Code, a security agreement is effective according
18 to its terms between the parties, against purchasers of the
19 collateral, and against creditors.
20 (2) Nothing in this chapter validates any charge or
21 practice illegal under any statute or regulation thereunder
22 governing usury, small loans, retail installment sales, or the
23 like, or extends the application of any such statute or
24 regulation to any transaction not otherwise subject thereto.
25 A transaction, although subject to this chapter, is also
26 subject to chapters 516 and 520, and in the case of conflict
27 between the provisions of this chapter and any such statute,
28 the provisions of such statute shall control. Failure to
29 comply with any applicable statute has only the effect which
30 is specified therein.
31
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1 679.2021 Title to collateral immaterial.--Except as
2 otherwise provided with respect to consignments or sales of
3 accounts, chattel paper, payment intangibles, or promissory
4 notes, the provisions of this chapter with regard to rights
5 and obligations apply whether title to collateral is in the
6 secured party or the debtor.
7 679.2031 Attachment and enforceability of security
8 interest; proceeds; supporting obligations; formal
9 requisites.--
10 (1) A security interest attaches to collateral when it
11 becomes enforceable against the debtor with respect to the
12 collateral, unless an agreement expressly postpones the time
13 of attachment.
14 (2) Except as otherwise provided in subsections (3)
15 through (9), a security interest is enforceable against the
16 debtor and third parties with respect to the collateral only
17 if:
18 (a) Value has been given;
19 (b) The debtor has rights in the collateral or the
20 power to transfer rights in the collateral to a secured party;
21 and
22 (c) One of the following conditions is met:
23 1. The debtor has authenticated a security agreement
24 that provides a description of the collateral and, if the
25 security interest covers timber to be cut, a description of
26 the land concerned;
27 2. The collateral is not a certificated security and
28 is in the possession of the secured party under s. 679.3131
29 pursuant to the debtor's security agreement;
30 3. The collateral is a certificated security in
31 registered form and the security certificate has been
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1 delivered to the secured party under S. 678.3011 pursuant to
2 the debtor's security agreement; or
3 4. The collateral is deposit accounts, electronic
4 chattel paper, investment property, or letter-of-credit
5 rights, and the secured party has control under s. 679.1041,
6 s. 679.1051, s. 679.1061, or s. 679.1071 pursuant to the
7 debtor's security agreement.
8 (3) Subsection (2) is subject to s. 674.2101 on the
9 security interest of a collecting bank, s. 675.118 on the
10 security interest of a letter-of-credit issuer or nominated
11 person, s. 679.1101 on a security interest arising under
12 chapter 672 or chapter 680, and s. 679.2061 on security
13 interests in investment property.
14 (4) A person becomes bound as debtor by a security
15 agreement entered into by another person if, by operation of
16 law other than this chapter or by contract:
17 (a) The security agreement becomes effective to create
18 a security interest in the person's property; or
19 (b) The person becomes generally obligated for the
20 obligations of the other person, including the obligation
21 secured under the security agreement, and acquires or succeeds
22 to all or substantially all of the assets of the other person.
23 (5) If a new debtor becomes bound as debtor by a
24 security agreement entered into by another person:
25 (a) The agreement satisfies subsection (2)(c) with
26 respect to existing or after-acquired property of the new
27 debtor to the extent the property is described in the
28 agreement; and
29 (b) Another agreement is not necessary to make a
30 security interest in the property enforceable.
31
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1 (6) The attachment of a security interest in
2 collateral gives the secured party the rights to proceeds
3 provided by s. 679.3151 and is also attachment of a security
4 interest in a supporting obligation for the collateral.
5 (7) The attachment of a security interest in a right
6 to payment or performance secured by a security interest or
7 other lien on personal or real property is also attachment of
8 a security interest in the security interest, mortgage, or
9 other lien.
10 (8) The attachment of a security interest in a
11 securities account is also attachment of a security interest
12 in the security entitlements carried in the securities
13 account.
14 (9) The attachment of a security interest in a
15 commodity account is also attachment of a security interest in
16 the commodity contracts carried in the commodity account.
17 679.2041 After-acquired property; future advances.--
18 (1) Except as otherwise provided in subsection (2), a
19 security agreement may create or provide for a security
20 interest in after-acquired collateral.
21 (2) A security interest does not attach under a term
22 constituting an after-acquired property clause to:
23 (a) Consumer goods, other than an accession when given
24 as additional security, unless the debtor acquires rights in
25 them within 10 days after the secured party gives value; or
26 (b) A commercial tort claim.
27 (3) A security agreement may provide that collateral
28 secures, or that accounts, chattel paper, payment intangibles,
29 or promissory notes are sold in connection with, future
30 advances or other value, whether or not the advances or value
31 are given pursuant to commitment.
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1 679.2051 Use or disposition of collateral
2 permissible.--
3 (1) A security interest is not invalid or fraudulent
4 against creditors solely because:
5 (a) The debtor has the right or ability to:
6 1. Use, commingle, or dispose of all or part of the
7 collateral, including returned or repossessed goods;
8 2. Collect, compromise, enforce, or otherwise deal
9 with collateral;
10 3. Accept the return of collateral or make
11 repossessions; or
12 4. Use, commingle, or dispose of proceeds; or
13 (b) The secured party fails to require the debtor to
14 account for proceeds or replace collateral.
15 (2) This section does not relax the requirements of
16 possession if attachment, perfection, or enforcement of a
17 security interest depends upon possession of the collateral by
18 the secured party.
19 679.2061 Security interest arising in purchase or
20 delivery of financial asset.--
21 (1) A security interest in favor of a securities
22 intermediary attaches to a person's security entitlement if:
23 (a) The person buys a financial asset through the
24 securities intermediary in a transaction in which the person
25 is obligated to pay the purchase price to the securities
26 intermediary at the time of the purchase; and
27 (b) The securities intermediary credits the financial
28 asset to the buyer's securities account before the buyer pays
29 the securities intermediary.
30
31
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1 (2) The security interest described in subsection (1)
2 secures the person's obligation to pay for the financial
3 asset.
4 (3) A security interest in favor of a person who
5 delivers a certificated security or other financial asset
6 represented by a writing attaches to the security or other
7 financial asset if:
8 (a) The security or other financial asset:
9 1. In the ordinary course of business is transferred
10 by delivery with any necessary indorsement or assignment; and
11 2. Is delivered under an agreement between persons in
12 the business of dealing with such securities or financial
13 assets; and
14 (b) The agreement calls for delivery against payment.
15 (4) The security interest described in subsection (3)
16 secures the obligation to make payment for the delivery.
17 679.2071 Rights and duties of secured party having
18 possession or control of collateral.--
19 (1) Except as otherwise provided in subsection (4), a
20 secured party shall use reasonable care in the custody and
21 preservation of collateral in the secured party's possession.
22 In the case of chattel paper or an instrument, reasonable care
23 includes taking necessary steps to preserve rights against
24 prior parties unless otherwise agreed.
25 (2) Except as otherwise provided in subsection (4), if
26 a secured party has possession of collateral:
27 (a) Reasonable expenses, including the cost of
28 insurance and payment of taxes or other charges, incurred in
29 the custody, preservation, use, or operation of the collateral
30 are chargeable to the debtor and are secured by the
31 collateral;
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1 (b) The risk of accidental loss or damage is on the
2 debtor to the extent of a deficiency in any effective
3 insurance coverage;
4 (c) The secured party shall keep the collateral
5 identifiable, but fungible collateral may be commingled; and
6 (d) The secured party may use or operate the
7 collateral:
8 1. For the purpose of preserving the collateral or its
9 value;
10 2. As permitted by an order of a court having
11 competent jurisdiction; or
12 3. Except in the case of consumer goods, in the manner
13 and to the extent agreed by the debtor.
14 (3) Except as otherwise provided in subsection (4), a
15 secured party having possession of collateral or control of
16 collateral under s. 679.1041, s. 679.1051, s. 679.1061, or s.
17 679.1071:
18 (a) May hold as additional security any proceeds,
19 except money or funds, received from the collateral;
20 (b) Shall apply money or funds received from the
21 collateral to reduce the secured obligation, unless remitted
22 to the debtor; and
23 (c) May create a security interest in the collateral.
24 (4) If the secured party is a buyer of accounts,
25 chattel paper, payment intangibles, or promissory notes or a
26 consignor:
27 (a) Subsection (1) does not apply unless the secured
28 party is entitled under an agreement:
29 1. To charge back uncollected collateral; or
30 2. Otherwise to full or limited recourse against the
31 debtor or a secondary obligor based on the nonpayment or other
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1 default of an account debtor or other obligor on the
2 collateral; and
3 (b) Subsections (2) and (3) do not apply.
4 679.2081 Additional duties of secured party having
5 control of collateral.--
6 (1) This section applies to cases in which there is no
7 outstanding secured obligation and the secured party is not
8 committed to make advances, incur obligations, or otherwise
9 give value.
10 (2) Within 10 days after receiving an authenticated
11 demand by the debtor:
12 (a) A secured party having control of a deposit
13 account under s. 679.1041(1)(b) shall send to the bank with
14 which the deposit account is maintained an authenticated
15 statement that releases the bank from any further obligation
16 to comply with instructions originated by the secured party;
17 (b) A secured party having control of a deposit
18 account under s. 679.1041(1)(c) shall:
19 1. Pay the debtor the balance on deposit in the
20 deposit account; or
21 2. Transfer the balance on deposit into a deposit
22 account in the debtor's name;
23 (c) A secured party, other than a buyer, having
24 control of electronic chattel paper under s. 679.1051 shall:
25 1. Communicate the authoritative copy of the
26 electronic chattel paper to the debtor or its designated
27 custodian;
28 2. If the debtor designates a custodian that is the
29 designated custodian with which the authoritative copy of the
30 electronic chattel paper is maintained for the secured party,
31 communicate to the custodian an authenticated record releasing
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1 the designated custodian from any further obligation to comply
2 with instructions originated by the secured party and
3 instructing the custodian to comply with instructions
4 originated by the debtor; and
5 3. Take appropriate action to enable the debtor or the
6 debtor's designated custodian to make copies of or revisions
7 to the authoritative copy which add or change an identified
8 assignee of the authoritative copy without the consent of the
9 secured party;
10 (d) A secured party having control of investment
11 property under s. 678.1061(4)(b) or s. 679.1061(2) shall send
12 to the securities intermediary or commodity intermediary with
13 which the security entitlement or commodity contract is
14 maintained an authenticated record that releases the
15 securities intermediary or commodity intermediary from any
16 further obligation to comply with entitlement orders or
17 directions originated by the secured party; and
18 (e) A secured party having control of a
19 letter-of-credit right under s. 679.1071 shall send to each
20 person having an unfulfilled obligation to pay or deliver
21 proceeds of the letter of credit to the secured party an
22 authenticated release from any further obligation to pay or
23 deliver proceeds of the letter of credit to the secured party.
24 679.209 Duties of secured party if account debtor has
25 been notified of assignment.--
26 (1) Except as otherwise provided in subsection (3),
27 this section applies if:
28 (a) There is no outstanding secured obligation; and
29 (b) The secured party is not committed to make
30 advances, incur obligations, or otherwise give value.
31
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1 (2) Within 10 days after receiving an authenticated
2 demand by the debtor, a secured party shall send to an account
3 debtor that has received notification of an assignment to the
4 secured party as assignee under s. 679.4061(1) an
5 authenticated record that releases the account debtor from any
6 further obligation to the secured party.
7 (3) This section does not apply to an assignment
8 constituting the sale of an account, chattel paper, or payment
9 intangible.
10 679.210 Request for accounting; request regarding list
11 of collateral or statement of account.--
12 (1) In this section, the term:
13 (a) "Request" means a record of a type described in
14 paragraph (b), paragraph (c), or paragraph (d).
15 (b) "Request for an accounting" means a record
16 authenticated by a debtor requesting that the recipient
17 provide an accounting of the unpaid obligations secured by
18 collateral and reasonably identifying the transaction or
19 relationship that is the subject of the request.
20 (c) "Request regarding a list of collateral" means a
21 record authenticated by a debtor requesting that the recipient
22 approve or correct a list of what the debtor believes to be
23 the collateral securing an obligation and reasonably
24 identifying the transaction or relationship that is the
25 subject of the request.
26 (d) "Request regarding a statement of account" means a
27 record authenticated by a debtor requesting that the recipient
28 approve or correct a statement indicating what the debtor
29 believes to be the aggregate amount of unpaid obligations
30 secured by collateral as of a specified date and reasonably
31
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1 identifying the transaction or relationship that is the
2 subject of the request.
3 (e) "Reasonably identifying the transaction or
4 relationship" means at a minimum the debtor's first and last
5 name, the debtor's social security number or employer tax
6 identification number if assigned by the Federal Government,
7 and, if assigned by the secured party and known by the debtor,
8 the customer, loan, or account number for the transaction or
9 relationship.
10 (f) "Person" means a person or entity that is or was a
11 secured party.
12 (2) Subject to subsections (3), (4), (5), and (6), a
13 secured party, other than a buyer of accounts, chattel paper,
14 payment intangibles, or promissory notes or a consignor, shall
15 comply with a request within 14 days after receipt:
16 (a) In the case of a request for an accounting, by
17 authenticating and sending to the debtor an accounting; and
18 (b) In the case of a request regarding a list of
19 collateral or a request regarding a statement of account, by
20 authenticating and sending to the debtor an approval or
21 correction.
22 (3) A secured party that claims a security interest in
23 all of a particular type of collateral owned by the debtor may
24 comply with a request regarding a list of collateral by
25 sending to the debtor an authenticated record including a
26 statement to that effect within 14 days after receipt.
27 (4) A person who receives a request regarding a list
28 of collateral, claims no interest in the collateral when the
29 request is received, and claimed an interest in the collateral
30 at an earlier time shall comply with the request within 14
31
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1 days after receipt by sending to the debtor an authenticated
2 record:
3 (a) Disclaiming any interest in the collateral; and
4 (b) If known to the recipient, providing the name and
5 mailing address of any assignee of or successor to the
6 recipient's interest in the collateral.
7 (5) A person who receives a request for an accounting
8 or a request regarding a statement of account, claims no
9 interest in the obligations when the request is received, and
10 claimed an interest in the obligations at an earlier time
11 shall comply with the request within 14 days after receipt by
12 sending to the debtor an authenticated record:
13 (a) Disclaiming any interest in the obligations; and
14 (b) If known to the recipient, providing the name and
15 mailing address of any assignee of or successor to the
16 recipient's interest in the obligations.
17 (6) A debtor is entitled under this section without
18 charge to one response to a request for an accounting or a
19 request regarding a statement of account for each secured
20 obligation during any 6-month period. The secured party may
21 require payment of a charge not exceeding $25 for each
22 additional response to a request for an accounting or a
23 request regarding a statement of account. To the extent
24 provided in an authenticated record, the secured party may
25 require the payment of reasonable expenses, including
26 attorney's fees, reasonably incurred in providing a response
27 to a request regarding a list of collateral under this
28 section; otherwise, the secured party may not charge more than
29 $25 for each request regarding a list of collateral.
30 Excluding a request related to a proposed satisfaction of the
31 secured obligation, a secured party is not required to respond
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1 to more than 12 of each of the permitted requests in any
2 12-month period.
3 Section 3. Part III of chapter 679, Florida Statutes,
4 consisting of sections 679.301, 679.302, 679.303, 679.304,
5 690.305, 679.306, 679.307, 679.308, 679.309, 679.310, 679.311,
6 679.312, 679.313, 679.314, 679.315, 679.316, 679.317, and
7 679.318, Florida Statutes, is repealed and a new part III of
8 that chapter, consisting of sections 679.3011, 679.3021,
9 679.3031, 679.3041, 690.3051, 679.3061, 679.3071, 679.3081,
10 679.3091, 679.3101, 679.3111, 679.3121, 679.3131, 679.3141,
11 679.3151, 679.3161, 679.3171, 679.3181, 679.319, 679.320,
12 679.321, 679.322, 679.323, 679.324, 679.325, 679.326, 679.327,
13 679.328, 679.329, 679.330, 679.331, 679.332, 679.333, 679.334,
14 679.335, 679.336, 679.337, 679.3381, 679.339, 679.340,
15 679.341, and 679.342, Florida Statutes, is created to read:
16 PART III
17 PERFECTION AND PRIORITY
18 679.3011 Law governing perfection and priority of
19 security interests.--Except as otherwise provided in ss.
20 679.1091, 679.3031, 679.3041, 679.3051, and 679.3061, the
21 following rules determine the law governing perfection, the
22 effect of perfection or nonperfection, and the priority of a
23 security interest in collateral:
24 (1) Except as otherwise provided in this section,
25 while a debtor is located in a jurisdiction, the local law of
26 that jurisdiction governs perfection, the effect of perfection
27 or nonperfection, and the priority of a security interest in
28 collateral.
29 (2) While collateral is located in a jurisdiction, the
30 local law of that jurisdiction governs perfection, the effect
31
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1 of perfection or nonperfection, and the priority of a
2 possessory security interest in that collateral.
3 (3) Except as otherwise provided in subsection (4),
4 while negotiable documents, goods, instruments, money, or
5 tangible chattel paper is located in a jurisdiction, the local
6 law of that jurisdiction governs:
7 (a) Perfection of a security interest in the goods by
8 filing a fixture filing;
9 (b) Perfection of a security interest in timber to be
10 cut; and
11 (c) The effect of perfection or nonperfection and the
12 priority of a nonpossessory security interest in the
13 collateral.
14 (4) The local law of the jurisdiction in which the
15 wellhead or minehead is located governs perfection, the effect
16 of perfection or nonperfection, and the priority of a security
17 interest in as-extracted collateral.
18 679.3021 Law governing perfection and priority of
19 agricultural liens.--While farm products are located in a
20 jurisdiction, the local law of that jurisdiction governs
21 perfection, the effect of perfection or nonperfection, and the
22 priority of an agricultural lien on the farm products.
23 679.3031 Law governing perfection and priority of
24 security interests in goods covered by a certificate of
25 title.--
26 (1) This section applies to goods covered by a
27 certificate of title, even if there is no other relationship
28 between the jurisdiction under whose certificate of title the
29 goods are covered and the goods or the debtor.
30 (2) Goods become covered by a certificate of title
31 when a valid application for the certificate of title and the
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1 applicable fee are delivered to the appropriate authority.
2 Goods cease to be covered by a certificate of title at the
3 earlier of the time the certificate of title ceases to be
4 effective under the law of the issuing jurisdiction or the
5 time the goods become covered subsequently by a certificate of
6 title issued by another jurisdiction.
7 (3) The local law of the jurisdiction under whose
8 certificate of title the goods are covered governs perfection,
9 the effect of perfection or nonperfection, and the priority of
10 a security interest in goods covered by a certificate of title
11 from the time the goods become covered by the certificate of
12 title until the goods cease to be covered by the certificate
13 of title.
14 679.3041 Law governing perfection and priority of
15 security interests in deposit accounts.--
16 (1) The local law of a bank's jurisdiction governs
17 perfection, the effect of perfection or nonperfection, and the
18 priority of a security interest in a deposit account
19 maintained with that bank.
20 (2) The following rules determine a bank's
21 jurisdiction for purposes of this part:
22 (a) If an agreement between the bank and the debtor
23 governing the deposit account expressly provides that a
24 particular jurisdiction is the bank's jurisdiction for
25 purposes of this part, this chapter, or the Uniform Commercial
26 Code, that jurisdiction is the bank's jurisdiction.
27 (b) If paragraph (a) does not apply and an agreement
28 between the bank and its customer governing the deposit
29 account expressly provides that the agreement is governed by
30 the law of a particular jurisdiction, that jurisdiction is the
31 bank's jurisdiction.
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1 (c) If neither paragraph (a) nor paragraph (b) applies
2 and an agreement between the bank and its customer governing
3 the deposit account expressly provides that the deposit
4 account is maintained at an office in a particular
5 jurisdiction, that jurisdiction is the bank's jurisdiction.
6 (d) If none of the preceding paragraphs applies, the
7 bank's jurisdiction is the jurisdiction in which the office
8 identified in an account statement as the office serving the
9 customer's account is located.
10 (e) If none of the preceding paragraphs applies, the
11 bank's jurisdiction is the jurisdiction in which the chief
12 executive office of the bank is located.
13 679.3051 Law governing perfection and priority of
14 security interests in investment property.--
15 (1) Except as otherwise provided in subsection (3),
16 the following rules apply:
17 (a) While a security certificate is located in a
18 jurisdiction, the local law of that jurisdiction governs
19 perfection, the effect of perfection or nonperfection, and the
20 priority of a security interest in the certificated security
21 represented thereby.
22 (b) The local law of the issuer's jurisdiction as
23 specified in s. 678.1101(4) governs perfection, the effect of
24 perfection or nonperfection, and the priority of a security
25 interest in an uncertificated security.
26 (c) The local law of the securities intermediary's
27 jurisdiction as specified in s. 678.1101(5) governs
28 perfection, the effect of perfection or nonperfection, and the
29 priority of a security interest in a security entitlement or
30 securities account.
31
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1 (d) The local law of the commodity intermediary's
2 jurisdiction governs perfection, the effect of perfection or
3 nonperfection, and the priority of a security interest in a
4 commodity contract or commodity account.
5 (2) The following rules determine a commodity
6 intermediary's jurisdiction for purposes of this part:
7 (a) If an agreement between the commodity intermediary
8 and commodity customer governing the commodity account
9 expressly provides that a particular jurisdiction is the
10 commodity intermediary's jurisdiction for purposes of this
11 part, this chapter, or the Uniform Commercial Code, that
12 jurisdiction is the commodity intermediary's jurisdiction.
13 (b) If paragraph (a) does not apply and an agreement
14 between the commodity intermediary and commodity customer
15 governing the commodity account expressly provides that the
16 agreement is governed by the law of a particular jurisdiction,
17 that jurisdiction is the commodity intermediary's
18 jurisdiction.
19 (c) If neither paragraph (a) nor paragraph (b) applies
20 and an agreement between the commodity intermediary and
21 commodity customer governing the commodity account expressly
22 provides that the commodity account is maintained at an office
23 in a particular jurisdiction, that jurisdiction is the
24 commodity intermediary's jurisdiction.
25 (d) If none of the preceding paragraphs applies, the
26 commodity intermediary's jurisdiction is the jurisdiction in
27 which the office identified in an account statement as the
28 office serving the commodity customer's account is located.
29 (e) If none of the preceding paragraphs applies, the
30 commodity intermediary's jurisdiction is the jurisdiction in
31
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1 which the chief executive office of the commodity intermediary
2 is located.
3 (3) The local law of the jurisdiction in which the
4 debtor is located governs:
5 (a) Perfection of a security interest in investment
6 property by filing;
7 (b) Automatic perfection of a security interest in
8 investment property created by a broker or securities
9 intermediary; and
10 (c) Automatic perfection of a security interest in a
11 commodity contract or commodity account created by a commodity
12 intermediary.
13 679.3061 Law governing perfection and priority of
14 security interests in letter-of-credit rights.--
15 (1) Subject to subsection (3), the local law of the
16 issuer's jurisdiction or a nominated person's jurisdiction
17 governs perfection, the effect of perfection or nonperfection,
18 and the priority of a security interest in a letter-of-credit
19 right if the issuer's jurisdiction or nominated person's
20 jurisdiction is a state.
21 (2) For purposes of this part, an issuer's
22 jurisdiction or nominated person's jurisdiction is the
23 jurisdiction whose law governs the liability of the issuer or
24 nominated person with respect to the letter-of-credit right as
25 provided in s. 675.116.
26 (3) This section does not apply to a security interest
27 that is perfected only under s. 679.3081(4).
28 679.3071 Location of debtor.--
29 (1) In this section, the term "place of business"
30 means a place where a debtor conducts its affairs.
31
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1 (2) Except as otherwise provided in this section, the
2 following rules determine a debtor's location:
3 (a) A debtor who is an individual is located at the
4 individual's principal residence.
5 (b) A debtor that is an organization and has only one
6 place of business is located at its place of business.
7 (c) A debtor that is an organization and has more than
8 one place of business is located at its chief executive
9 office.
10 (3) Subsection (2) applies only if a debtor's
11 residence, place of business, or chief executive office, as
12 applicable, is located in a jurisdiction whose law generally
13 requires information concerning the existence of a
14 nonpossessory security interest to be made generally available
15 in a filing, recording, or registration system as a condition
16 or result of the security interest's obtaining priority over
17 the rights of a lien creditor with respect to the collateral.
18 If subsection (2) does not apply, the debtor is located in the
19 District of Columbia.
20 (4) A person who ceases to exist, have a residence, or
21 have a place of business continues to be located in the
22 jurisdiction specified by subsections (2) and (3).
23 (5) A registered organization that is organized under
24 the law of a state is located in that state.
25 (6) Except as otherwise provided in subsection (9), a
26 registered organization that is organized under the law of the
27 United States and a branch or agency of a bank that is not
28 organized under the law of the United States or a state are
29 located:
30 (a) In the state that the law of the United States
31 designates, if the law designates a state of location;
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1 (b) In the state that the registered organization,
2 branch, or agency designates, if the law of the United States
3 authorizes the registered organization, branch, or agency to
4 designate its state of location; or
5 (c) In the District of Columbia, if neither paragraph
6 (a) nor paragraph (b) applies.
7 (7) A registered organization continues to be located
8 in the jurisdiction specified by subsection (5) or subsection
9 (6) notwithstanding:
10 (a) The suspension, revocation, forfeiture, or lapse
11 of the registered organization's status as such in its
12 jurisdiction of organization; or
13 (b) The dissolution, winding up, or cancellation of
14 the existence of the registered organization.
15 (8) The United States is located in the District of
16 Columbia.
17 (9) A branch or agency of a bank that is not organized
18 under the law of the United States or a state is located in
19 the state in which the branch or agency is licensed, if all
20 branches and agencies of the bank are licensed in only one
21 state.
22 (10) A foreign air carrier under the Federal Aviation
23 Act of 1958, as amended, is located at the designated office
24 of the agent upon which service of process may be made on
25 behalf of the carrier.
26 (11) This section applies only for purposes of this
27 part.
28 679.3081 When security interest or agricultural lien
29 is perfected; continuity of perfection.--
30 (1) Except as otherwise provided in this section and
31 s. 679.3091, a security interest is perfected if it has
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1 attached and all of the applicable requirements for perfection
2 in ss. 679.3101-679.3161 have been satisfied. A security
3 interest is perfected when it attaches if the applicable
4 requirements are satisfied before the security interest
5 attaches.
6 (2) An agricultural lien is perfected if it has become
7 effective and all of the applicable requirements for
8 perfection in s. 679.3101 have been satisfied. An
9 agricultural lien is perfected when it becomes effective if
10 the applicable requirements are satisfied before the
11 agricultural lien becomes effective.
12 (3) A security interest or agricultural lien is
13 perfected continuously if it is originally perfected by one
14 method under this chapter and is later perfected by another
15 method under this chapter, without an intermediate period
16 during which it was unperfected.
17 (4) Perfection of a security interest in collateral
18 also perfects a security interest in a supporting obligation
19 for the collateral.
20 (5) Perfection of a security interest in a right to
21 payment or performance also perfects a security interest in a
22 security interest, mortgage, or other lien on personal or real
23 property securing the right.
24 (6) Perfection of a security interest in a securities
25 account also perfects a security interest in the security
26 entitlements carried in the securities account.
27 (7) Perfection of a security interest in a commodity
28 account also perfects a security interest in the commodity
29 contracts carried in the commodity account.
30
31
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1 679.3091 Security interest perfected upon
2 attachment.--The following security interests are perfected
3 when they attach:
4 (1) A purchase-money security interest in consumer
5 goods, except as otherwise provided in s. 679.3111(2) with
6 respect to consumer goods that are subject to a statute or
7 treaty described in s. 679.3111(1);
8 (2) An assignment of accounts or payment intangibles
9 which does not by itself or in conjunction with other
10 assignments to the same assignee transfer a significant part
11 of the assignor's outstanding accounts or payment intangibles;
12 (3) A sale of a payment intangible;
13 (4) A sale of a promissory note;
14 (5) A security interest created by the assignment of a
15 health-care-insurance receivable to the provider of the
16 health-care goods or services;
17 (6) A security interest arising under s. 672.401, s.
18 672.505, s. 672.711(3), or s. 680.508(5), until the debtor
19 obtains possession of the collateral;
20 (7) A security interest of a collecting bank arising
21 under s. 674.2101;
22 (8) A security interest of an issuer or nominated
23 person arising under s. 675.118;
24 (9) A security interest arising in the delivery of a
25 financial asset under s. 679.2061(3);
26 (10) A security interest in investment property
27 created by a broker or securities intermediary;
28 (11) A security interest in a commodity contract or a
29 commodity account created by a commodity intermediary;
30
31
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1 (12) An assignment for the benefit of all creditors of
2 the transferor and subsequent transfers by the assignee
3 thereunder; and
4 (13) A security interest created by an assignment of a
5 beneficial interest in a decedent's estate.
6 679.3101 When filing required to perfect security
7 interest or agricultural lien; security interests and
8 agricultural liens to which filing provisions do not apply.--
9 (1) Except as otherwise provided in subsection (2) and
10 s. 679.3121(2), a financing statement must be filed to perfect
11 all security interests and agricultural liens.
12 (2) The filing of a financing statement is not
13 necessary to perfect a security interest:
14 (a) That is perfected under s. 679.3081(4), (5), (6),
15 or (7);
16 (b) That is perfected under s. 679.3091 when it
17 attaches;
18 (c) In property subject to a statute, regulation, or
19 treaty described in s. 679.3111(1);
20 (d) In goods in possession of a bailee which is
21 perfected under s. 679.3121(4)(a) or (b);
22 (e) In certificated securities, documents, goods, or
23 instruments which is perfected without filing or possession
24 under s. 679.3121(5), (6), or (7);
25 (f) In collateral in the secured party's possession
26 under s. 679.3131;
27 (g) In a certificated security which is perfected by
28 delivery of the security certificate to the secured party
29 under s. 679.3131;
30
31
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1 (h) In deposit accounts, electronic chattel paper,
2 investment property, or letter-of-credit rights which is
3 perfected by control under s. 679.3141;
4 (i) In proceeds which is perfected under s. 679.3151;
5 or
6 (j) That is perfected under s. 679.3161.
7 (3) If a secured party assigns a perfected security
8 interest or agricultural lien, a filing under this chapter is
9 not required to continue the perfected status of the security
10 interest against creditors of and transferees from the
11 original debtor.
12 679.3111 Perfection of security interests in property
13 subject to certain statutes, regulations, and treaties.--
14 (1) Except as otherwise provided in subsection (4),
15 the filing of a financing statement is not necessary or
16 effective to perfect a security interest in property subject
17 to:
18 (a) A statute, regulation, or treaty of the United
19 States whose requirements for a security interest's obtaining
20 priority over the rights of a lien creditor with respect to
21 the property preempt s. 679.3101(1);
22 (b) A statute covering automobiles, trailers, mobile
23 homes, boats, farm tractors, or the like, which provides for a
24 security interest to be indicated on a certificate of title of
25 such property as a condition or result of perfection, and any
26 non-Uniform Commercial Code central filing statute; or
27 (c) A certificate-of-title statute of another
28 jurisdiction which provides for a security interest to be
29 indicated on the certificate as a condition or result of the
30 security interest's obtaining priority over the rights of a
31 lien creditor with respect to the property.
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1 (2) Compliance with the requirements of a statute,
2 regulation, or treaty described in paragraph (1) for obtaining
3 priority over the rights of a lien creditor is equivalent to
4 the filing of a financing statement under this chapter.
5 Except as otherwise provided in subsection (4) and ss.
6 679.3131 and 679.3161(4) and (5) for goods covered by a
7 certificate of title, a security interest in property subject
8 to a statute, regulation, or treaty described in subsection
9 (1) may be perfected only by compliance with those
10 requirements, and a security interest so perfected remains
11 perfected notwithstanding a change in the use or transfer of
12 possession of the collateral.
13 (3) Except as otherwise provided in subsection (4) and
14 s. 679.3161(4) and (5), duration and renewal of perfection of
15 a security interest perfected by compliance with the
16 requirements prescribed by a statute, regulation, or treaty
17 described in subsection (1) are governed by the statute,
18 regulation, or treaty. In other respects, the security
19 interest is subject to this chapter.
20 (4) During any period in which collateral subject to a
21 statute specified in paragraph (1)(b) is inventory held for
22 sale or lease by a person or leased by that person as lessor
23 and that person is in the business of selling goods of that
24 kind, this section does not apply to a security interest in
25 that collateral created by that person.
26 679.3121 Perfection of security interests in chattel
27 paper, deposit accounts, documents, goods covered by
28 documents, instruments, investment property, letter-of-credit
29 rights, and money; perfection by permissive filing; temporary
30 perfection without filing or transfer of possession.--
31
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1 (1) A security interest in chattel paper, negotiable
2 documents, instruments, or investment property may be
3 perfected by filing.
4 (2)(a) Except as otherwise provided in s. 679.3151(3)
5 and (4) for proceeds, a security interest in a deposit account
6 may be perfected only by control under s. 679.3141.
7 (b) Except as otherwise provided in s. 679.3081(4), a
8 security interest in a letter-of-credit right may be perfected
9 only by control under s. 679.3141.
10 (c) A security interest in money may be perfected only
11 by the secured party's taking possession under s. 679.3131.
12 (3) While goods are in the possession of a bailee that
13 has issued a negotiable document covering the goods:
14 (a) A security interest in the goods may be perfected
15 by perfecting a security interest in the document; and
16 (b) A security interest perfected in the document has
17 priority over any security interest that becomes perfected in
18 the goods by another method during that time.
19 (4) While goods are in the possession of a bailee that
20 has issued a nonnegotiable document covering the goods, a
21 security interest in the goods may be perfected by:
22 (a) Issuance of a document in the name of the secured
23 party;
24 (b) The bailee's receipt of notification of the
25 secured party's interest; or
26 (c) Filing as to the goods.
27 (5) A security interest in certificated securities,
28 negotiable documents, or instruments is perfected without
29 filing or the taking of possession for a period of 20 days
30 from the time it attaches to the extent that it arises for new
31 value given under an authenticated security agreement.
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1 (6) A perfected security interest in a negotiable
2 document or goods in possession of a bailee, other than one
3 that has issued a negotiable document for the goods, remains
4 perfected for 20 days without filing if the secured party
5 makes available to the debtor the goods or documents
6 representing the goods for the purpose of:
7 (a) Ultimate sale or exchange; or
8 (b) Loading, unloading, storing, shipping,
9 transshipping, manufacturing, processing, or otherwise dealing
10 with them in a manner preliminary to their sale or exchange.
11 (7) A perfected security interest in a certificated
12 security or instrument remains perfected for 20 days without
13 filing if the secured party delivers the security certificate
14 or instrument to the debtor for the purpose of:
15 (a) Ultimate sale or exchange; or
16 (b) Presentation, collection, enforcement, renewal, or
17 registration of transfer.
18 (8) After the 20-day period specified in subsection
19 (5), subsection (6), or subsection (7) expires, perfection
20 depends upon compliance with this chapter.
21 679.3131 When possession by or delivery to secured
22 party perfects security interest without filing.--
23 (1) Except as otherwise provided in subsection (2), a
24 secured party may perfect a security interest in negotiable
25 documents, goods, instruments, money, or tangible chattel
26 paper by taking possession of the collateral. A secured party
27 may perfect a security interest in certificated securities by
28 taking delivery of the certificated securities under s.
29 678.3011.
30 (2) With respect to goods covered by a certificate of
31 title issued by this state, a secured party may perfect a
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1 security interest in the goods by taking possession of the
2 goods only in the circumstances described in s. 679.3161(4).
3 (3) With respect to collateral other than certificated
4 securities and goods covered by a document, a secured party
5 takes possession of collateral in the possession of a person
6 other than the debtor, the secured party, or a lessee of the
7 collateral from the debtor in the ordinary course of the
8 debtor's business, when:
9 (a) The person in possession authenticates a record
10 acknowledging that it holds possession of the collateral for
11 the secured party's benefit; or
12 (b) The person takes possession of the collateral
13 after having authenticated a record acknowledging that the
14 person will hold possession of collateral for the secured
15 party's benefit.
16 (4) If perfection of a security interest depends upon
17 possession of the collateral by a secured party, perfection
18 occurs no earlier than the time the secured party takes
19 possession and continues only while the secured party retains
20 possession.
21 (5) A security interest in a certificated security in
22 registered form is perfected by delivery when delivery of the
23 certificated security occurs under s. 678.3011 and remains
24 perfected by delivery until the debtor obtains possession of
25 the security certificate.
26 (6) A person in possession of collateral is not
27 required to acknowledge that the person holds possession for a
28 secured party's benefit.
29 (7) If a person acknowledges that the person holds
30 possession for the secured party's benefit:
31
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1 (a) The acknowledgment is effective under subsection
2 (3) or s. 678.3011(1), even if the acknowledgment violates the
3 rights of a debtor; and
4 (b) Unless the person otherwise agrees or law other
5 than this chapter otherwise provides, the person does not owe
6 any duty to the secured party and is not required to confirm
7 the acknowledgment to another person.
8 (8) A secured party having possession of collateral
9 does not relinquish possession by delivering the collateral to
10 a person other than the debtor or a lessee of the collateral
11 from the debtor in the ordinary course of the debtor's
12 business if the person was instructed before the delivery or
13 is instructed contemporaneously with the delivery:
14 (a) To hold possession of the collateral for the
15 secured party's benefit; or
16 (b) To redeliver the collateral to the secured party.
17 (9) A secured party does not relinquish possession,
18 even if a delivery under subsection (8) violates the rights of
19 a debtor. A person to whom collateral is delivered under
20 subsection (8) does not owe any duty to the secured party and
21 is not required to confirm the delivery to another person
22 unless the person otherwise agrees or law other than this
23 chapter otherwise provides.
24 679.3141 Perfection by control.--
25 (1) A security interest in investment property,
26 deposit accounts, letter-of-credit rights, or electronic
27 chattel paper may be perfected by control of the collateral
28 under s. 679.1041, s. 679.1051, s. 679.1061, or s. 679.1071.
29 (2) A security interest in deposit accounts,
30 electronic chattel paper, or letter-of-credit rights is
31 perfected by control under s. 679.1041, s. 679.1051, or s.
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1 679.1071 when the secured party obtains control and remains
2 perfected by control only while the secured party retains
3 control.
4 (3) A security interest in investment property is
5 perfected by control under s. 679.1061 from the time the
6 secured party obtains control and remains perfected by control
7 until:
8 (a) The secured party does not have control; and
9 (b) One of the following occurs:
10 1. If the collateral is a certificated security, the
11 debtor has or acquires possession of the security certificate;
12 2. If the collateral is an uncertificated security,
13 the issuer has registered or registers the debtor as the
14 registered owner; or
15 3. If the collateral is a security entitlement, the
16 debtor is or becomes the entitlement holder.
17 679.3151 Secured party's rights on disposition of
18 collateral and in proceeds.--
19 (1) Except as otherwise provided in this chapter and
20 in s. 672.403(2):
21 (a) A security interest or agricultural lien continues
22 in collateral notwithstanding sale, lease, license, exchange,
23 or other disposition thereof unless the secured party
24 authorized the disposition free of the security interest or
25 agricultural lien; and
26 (b) A security interest attaches to any identifiable
27 proceeds of collateral.
28 (2) Proceeds that are commingled with other property
29 are identifiable proceeds:
30 (a) If the proceeds are goods, to the extent provided
31 by s. 679.336; and
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1 (b) If the proceeds are not goods, to the extent that
2 the secured party identifies the proceeds by a method of
3 tracing, including application of equitable principles, that
4 is permitted under law other than this chapter with respect to
5 commingled property of the type involved.
6 (3) A security interest in proceeds is a perfected
7 security interest if the security interest in the original
8 collateral was perfected.
9 (4) A perfected security interest in proceeds becomes
10 unperfected on the 21st day after the security interest
11 attaches to the proceeds unless:
12 (a) The following conditions are satisfied:
13 1. A filed financing statement covers the original
14 collateral;
15 2. The proceeds are collateral in which a security
16 interest may be perfected by filing in the office in which the
17 financing statement has been filed; and
18 3. The proceeds are not acquired with cash proceeds;
19 (b) The proceeds are identifiable cash proceeds; or
20 (c) The security interest in the proceeds is perfected
21 other than under subsection (3) when the security interest
22 attaches to the proceeds or within 20 days thereafter.
23 (5) If a filed financing statement covers the original
24 collateral, a security interest in proceeds which remains
25 perfected under paragraph (4)(a) becomes unperfected at the
26 later of:
27 (a) When the effectiveness of the filed financing
28 statement lapses under s. 679.515 or is terminated under s.
29 679.513; or
30 (b) The 21st day after the security interest attaches
31 to the proceeds.
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1 679.3161 Continued perfection of security interest
2 following change in governing law.--
3 (1) A security interest perfected pursuant to the law
4 of the jurisdiction designated in s. 679.3011(1) or s.
5 679.3051(3) remains perfected until the earliest of:
6 (a) The time perfection would have ceased under the
7 law of that jurisdiction;
8 (b) The expiration of 4 months after a change of the
9 debtor's location to another jurisdiction; or
10 (c) The expiration of 1 year after a transfer of
11 collateral to a person who thereby becomes a debtor and is
12 located in another jurisdiction.
13 (2) If a security interest described in subsection (1)
14 becomes perfected under the law of the other jurisdiction
15 before the earliest time or event described in that
16 subsection, it remains perfected thereafter. If the security
17 interest does not become perfected under the law of the other
18 jurisdiction before the earliest time or event, it becomes
19 unperfected and is deemed never to have been perfected as
20 against a purchaser of the collateral for value.
21 (3) A possessory security interest in collateral,
22 other than goods covered by a certificate of title and
23 as-extracted collateral consisting of goods, remains
24 continuously perfected if:
25 (a) The collateral is located in one jurisdiction and
26 subject to a security interest perfected under the law of that
27 jurisdiction;
28 (b) Thereafter the collateral is brought into another
29 jurisdiction; and
30
31
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1 (c) Upon entry into the other jurisdiction, the
2 security interest is perfected under the law of the other
3 jurisdiction.
4 (4) Except as otherwise provided in subsection (5), a
5 security interest in goods covered by a certificate of title
6 which is perfected by any method under the law of another
7 jurisdiction when the goods become covered by a certificate of
8 title from this state remains perfected until the security
9 interest would have become unperfected under the law of the
10 other jurisdiction had the goods not become so covered.
11 (5) A security interest described in subsection (4)
12 becomes unperfected as against a purchaser of the goods for
13 value and is deemed never to have been perfected as against a
14 purchaser of the goods for value if the applicable
15 requirements for perfection under s. 679.3111(2) or s.
16 679.3131 are not satisfied before the earlier of:
17 (a) The time the security interest would have become
18 unperfected under the law of the other jurisdiction had the
19 goods not become covered by a certificate of title from this
20 state; or
21 (b) The expiration of 4 months after the goods had
22 become so covered.
23 (6) A security interest in deposit accounts,
24 letter-of-credit rights, or investment property which is
25 perfected under the law of the bank's jurisdiction, the
26 issuer's jurisdiction, a nominated person's jurisdiction, the
27 securities intermediary's jurisdiction, or the commodity
28 intermediary's jurisdiction, as applicable, remains perfected
29 until the earlier of:
30 (a) The time the security interest would have become
31 unperfected under the law of that jurisdiction; or
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1 (b) The expiration of 4 months after a change of the
2 applicable jurisdiction to another jurisdiction.
3 (7) If a security interest described in subsection (6)
4 becomes perfected under the law of the other jurisdiction
5 before the earlier of the time or the end of the period
6 described in that subsection, it remains perfected thereafter.
7 If the security interest does not become perfected under the
8 law of the other jurisdiction before the earlier of that time
9 or the end of that period, it becomes unperfected and is
10 deemed never to have been perfected as against a purchaser of
11 the collateral for value.
12 679.3171 Interests that take priority over or take
13 free of security interest or agricultural lien.--
14 (1) A security interest or agricultural lien is
15 subordinate to the rights of:
16 (a) A person entitled to priority under s. 679.322;
17 and
18 (b) Except as otherwise provided in subsection (5), a
19 person who becomes a lien creditor before the earlier of the
20 time:
21 1. The security interest or agricultural lien is
22 perfected; or
23 2. One of the conditions specified in s.
24 679.2031(2)(c) is met and a financing statement covering the
25 collateral is filed.
26 (2) Except as otherwise provided in subsection (5), a
27 buyer, other than a secured party, of tangible chattel paper,
28 documents, goods, instruments, or a security certificate takes
29 free of a security interest or agricultural lien if the buyer
30 gives value and receives delivery of the collateral without
31
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1 knowledge of the security interest or agricultural lien and
2 before it is perfected.
3 (3) Except as otherwise provided in subsection (5), a
4 lessee of goods takes free of a security interest or
5 agricultural lien if the lessee gives value and receives
6 delivery of the collateral without knowledge of the security
7 interest or agricultural lien and before it is perfected.
8 (4) A licensee of a general intangible or a buyer,
9 other than a secured party, of accounts, electronic chattel
10 paper, general intangibles, or investment property other than
11 a certificated security takes free of a security interest if
12 the licensee or buyer gives value without knowledge of the
13 security interest and before it is perfected.
14 (5) Except as otherwise provided in ss. 679.320 and
15 679.321, if a person files a financing statement with respect
16 to a purchase-money security interest before or within 20 days
17 after the debtor receives delivery of the collateral, the
18 security interest takes priority over the rights of a buyer,
19 lessee, or lien creditor which arise between the time the
20 security interest attaches and the time of filing.
21 679.3181 No interest retained in right to payment that
22 is sold; rights and title of seller of account or chattel
23 paper with respect to creditors and purchasers.--
24 (1) A debtor who has sold an account, chattel paper,
25 payment intangible, or promissory note does not retain a legal
26 or equitable interest in the collateral sold.
27 (2) For purposes of determining the rights of
28 creditors of, and purchasers for value of an account or
29 chattel paper from, a debtor who has sold an account or
30 chattel paper, while the buyer's security interest is
31 unperfected, the debtor is deemed to have rights and title to
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1 the account or chattel paper identical to those the debtor
2 sold.
3 679.319 Rights and title of consignee with respect to
4 creditors and purchasers.--
5 (1) Except as otherwise provided in subsection (2),
6 for purposes of determining the rights of creditors of, and
7 purchasers for value of goods from, a consignee, while the
8 goods are in the possession of the consignee, the consignee is
9 deemed to have rights and title to the goods identical to
10 those the consignor had or had power to transfer.
11 (2) For purposes of determining the rights of a
12 creditor of a consignee, law other than this chapter
13 determines the rights and title of a consignee while goods are
14 in the consignee's possession if, under this part, a perfected
15 security interest held by the consignor would have priority
16 over the rights of the creditor.
17 679.320 Buyer of goods.--
18 (1) Except as otherwise provided in subsection (5), a
19 buyer in ordinary course of business, other than a person
20 buying farm products from a person engaged in farming
21 operations, takes free of a security interest created by the
22 buyer's seller, even if the security interest is perfected and
23 the buyer knows of its existence.
24 (2) Except as otherwise provided in subsection (5), a
25 buyer of goods from a person who used or bought the goods for
26 use primarily for personal, family, or household purposes
27 takes free of a security interest, even if perfected, if the
28 buyer buys:
29 (a) Without knowledge of the security interest;
30 (b) For value;
31
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1 (c) Primarily for the buyer's personal, family, or
2 household purposes; and
3 (d) Before the filing of a financing statement
4 covering the goods.
5 (3) To the extent that it affects the priority of a
6 security interest over a buyer of goods under subsection (2),
7 the period of effectiveness of a filing made in the
8 jurisdiction in which the seller is located is governed by s.
9 679.3161(1) and (2).
10 (4) A buyer in ordinary course of business buying oil,
11 gas, or other minerals at the wellhead or minehead or after
12 extraction takes free of an interest arising out of an
13 encumbrance.
14 (5) Subsections (1) and (2) do not affect a security
15 interest in goods in the possession of the secured party under
16 s. 679.3131.
17 679.321 Licensee of general intangible and lessee of
18 goods in ordinary course of business.--
19 (1) In this section, the term "licensee in ordinary
20 course of business" means a person who becomes a licensee of a
21 general intangible in good faith, without knowledge that the
22 license violates the rights of another person in the general
23 intangible, and in the ordinary course from a person in the
24 business of licensing general intangibles of that kind. A
25 person becomes a licensee in the ordinary course if the
26 license to the person comports with the usual or customary
27 practices in the kind of business in which the licensor is
28 engaged or with the licensor's own usual or customary
29 practices.
30 (2) A licensee in ordinary course of business takes
31 its rights under a nonexclusive license free of a security
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1 interest in the general intangible created by the licensor,
2 even if the security interest is perfected and the licensee
3 knows of its existence.
4 (3) A lessee in ordinary course of business takes its
5 leasehold interest free of a security interest in the goods
6 created by the lessor, even if the security interest is
7 perfected and the lessee knows of its existence.
8 679.322 Priorities among conflicting security
9 interests in and agricultural liens on same collateral.--
10 (1) Except as otherwise provided in this section,
11 priority among conflicting security interests and agricultural
12 liens in the same collateral is determined according to the
13 following rules:
14 (a) Conflicting perfected security interests and
15 agricultural liens rank according to priority in time of
16 filing or perfection. Priority dates from the earlier of the
17 time a filing covering the collateral is first made or the
18 security interest or agricultural lien is first perfected, if
19 there is no period thereafter during which is neither filing
20 nor perfection.
21 (b) A perfected security interest or agricultural lien
22 has priority over a conflicting unperfected security interest
23 or agricultural lien.
24 (c) The first security interest or agricultural lien
25 to attach or become effective has priority if conflicting
26 security interests and agricultural liens are unperfected.
27 (2) For the purposes of paragraph (1)(a):
28 (a) The time of filing or perfection as to a security
29 interest in collateral is also the time of filing or
30 perfection as to a security interest in proceeds; and
31
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1 (b) The time of filing or perfection as to a security
2 interest in collateral supported by a supporting obligation is
3 also the time of filing or perfection as to a security
4 interest in the supporting obligation.
5 (3) Except as otherwise provided in subsection (6), a
6 security interest in collateral which qualifies for priority
7 over a conflicting security interest under s. 679.327, s.
8 679.328, s. 679.329, s. 679.330, or s. 679.331 also has
9 priority over a conflicting security interest in:
10 (a) Any supporting obligation for the collateral; and
11 (b) Proceeds of the collateral if:
12 1. The security interest in proceeds is perfected;
13 2. The proceeds are cash proceeds or of the same type
14 as the collateral; and
15 3. In the case of proceeds that are proceeds of
16 proceeds, all intervening proceeds are cash proceeds, proceeds
17 of the same type as the collateral, or an account relating to
18 the collateral.
19 (4) Subject to subsection (5) and except as otherwise
20 provided in subsection (6), if a security interest in chattel
21 paper, deposit accounts, negotiable documents, instruments,
22 investment property, or letter-of-credit rights is perfected
23 by a method other than filing, conflicting perfected security
24 interests in proceeds of the collateral rank according to
25 priority in time of filing.
26 (5) Subsection (4) applies only if the proceeds of the
27 collateral are not cash proceeds, chattel paper, negotiable
28 documents, instruments, investment property, or
29 letter-of-credit rights.
30 (6) Subsections (1) through (5) are subject to:
31
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1 (a) Subsection (7) and the other provisions of this
2 part;
3 (b) Section 674.2101 with respect to a security
4 interest of a collecting bank;
5 (c) Section 675.118 with respect to a security
6 interest of an issuer or nominated person; and
7 (d) Section 679.1101 with respect to a security
8 interest arising under chapter 672 or chapter 680.
9 (7) A perfected agricultural lien on collateral has
10 priority over a conflicting security interest in or
11 agricultural lien on the same collateral if the statute
12 creating the agricultural lien so provides.
13 679.323 Future advances.--
14 (1) Except as otherwise provided in subsection (3),
15 for purposes of determining the priority of a perfected
16 security interest under s. 679.322(1)(a), perfection of the
17 security interest dates from the time an advance is made to
18 the extent that the security interest secures an advance that:
19 (a) Is made while the security interest is perfected
20 only:
21 1. Under s. 679.3091 when it attaches; or
22 2. Temporarily under s. 679.3121(5), (6), or (7); and
23 (b) Is not made pursuant to a commitment entered into
24 before or while the security interest is perfected by a method
25 other than under s. 679.3091 or s. 679.3121(5), (6), or (7).
26 (2) Except as otherwise provided in subsection (3), a
27 security interest is subordinate to the rights of a person who
28 becomes a lien creditor to the extent that the security
29 interest secures an advance made more than 45 days after the
30 person becomes a lien creditor unless the advance is made:
31 (a) Without knowledge of the lien; or
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1 (b) Pursuant to a commitment entered into without
2 knowledge of the lien.
3 (3) Subsections (1) and (2) do not apply to a security
4 interest held by a secured party that is a buyer of accounts,
5 chattel paper, payment intangibles, or promissory notes or a
6 consignor.
7 (4) Except as otherwise provided in subsection (5), a
8 buyer of goods other than a buyer in ordinary course of
9 business takes free of a security interest to the extent that
10 it secures advances made after the earlier of:
11 (a) The time the secured party acquires knowledge of
12 the buyer's purchase; or
13 (b) Forty-five days after the purchase.
14 (5) Subsection (4) does not apply if the advance is
15 made pursuant to a commitment entered into without knowledge
16 of the buyer's purchase and before the expiration of the
17 45-day period.
18 (6) Except as otherwise provided in subsection (7), a
19 lessee of goods, other than a lessee in ordinary course of
20 business, takes the leasehold interest free of a security
21 interest to the extent that it secures advances made after the
22 earlier of:
23 (a) The time the secured party acquires knowledge of
24 the lease; or
25 (b) Forty-five days after the lease contract becomes
26 enforceable.
27 (7) Subsection (6) does not apply if the advance is
28 made pursuant to a commitment entered into without knowledge
29 of the lease and before the expiration of the 45-day period.
30 679.324 Priority of purchase-money security
31 interests.--
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1 (1) Except as otherwise provided in subsection (7), a
2 perfected purchase-money security interest in goods other than
3 inventory or livestock has priority over a conflicting
4 security interest in the same goods, and, except as otherwise
5 provided in s. 679.327, a perfected security interest in its
6 identifiable proceeds also has priority, if the purchase-money
7 security interest is perfected when the debtor receives
8 possession of the collateral or within 20 days thereafter.
9 (2) Subject to subsection (3) and except as otherwise
10 provided in subsection (7), a perfected purchase-money
11 security interest in inventory has priority over a conflicting
12 security interest in the same inventory, has priority over a
13 conflicting security interest in chattel paper or an
14 instrument constituting proceeds of the inventory and in
15 proceeds of the chattel paper, if so provided in s. 679.330,
16 and, except as otherwise provided in s. 679.327, also has
17 priority in identifiable cash proceeds of the inventory to the
18 extent the identifiable cash proceeds are received on or
19 before the delivery of the inventory to a buyer, if:
20 (a) The purchase-money security interest is perfected
21 when the debtor receives possession of the inventory;
22 (b) The purchase-money secured party sends an
23 authenticated notification to the holder of the conflicting
24 security interest;
25 (c) The holder of the conflicting security interest
26 receives the notification within 5 years before the debtor
27 receives possession of the inventory; and
28 (d) The notification states that the person sending
29 the notification has or expects to acquire a purchase-money
30 security interest in inventory of the debtor and describes the
31 inventory.
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1 (3) Paragraphs (2)(b), (c), and (d) apply only if the
2 holder of the conflicting security interest had filed a
3 financing statement covering the same types of inventory:
4 (a) If the purchase-money security interest is
5 perfected by filing, before the date of the filing; or
6 (b) If the purchase-money security interest is
7 temporarily perfected without filing or possession under s.
8 679.3121(6), before the beginning of the 20-day period
9 thereunder.
10 (4) Subject to subsection (5) and except as otherwise
11 provided in subsection (7), a perfected purchase-money
12 security interest in livestock that are farm products has
13 priority over a conflicting security interest in the same
14 livestock, and, except as otherwise provided in s. 679.327, a
15 perfected security interest in their identifiable proceeds and
16 identifiable products in their unmanufactured states also has
17 priority, if:
18 (a) The purchase-money security interest is perfected
19 when the debtor receives possession of the livestock;
20 (b) The purchase-money secured party sends an
21 authenticated notification to the holder of the conflicting
22 security interest;
23 (c) The holder of the conflicting security interest
24 receives the notification within 6 months before the debtor
25 receives possession of the livestock; and
26 (d) The notification states that the person sending
27 the notification has or expects to acquire a purchase-money
28 security interest in livestock of the debtor and describes the
29 livestock.
30
31
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1 (5) Paragraphs (4)(b), (c), and (d) apply only if the
2 holder of the conflicting security interest had filed a
3 financing statement covering the same types of livestock:
4 (a) If the purchase-money security interest is
5 perfected by filing, before the date of the filing; or
6 (b) If the purchase-money security interest is
7 temporarily perfected without filing or possession under s.
8 679.3121(6), before the beginning of the 20-day period
9 thereunder.
10 (6) Except as otherwise provided in subsection (7), a
11 perfected purchase-money security interest in software has
12 priority over a conflicting security interest in the same
13 collateral, and, except as otherwise provided in s. 679.327, a
14 perfected security interest in its identifiable proceeds also
15 has priority, to the extent that the purchase-money security
16 interest in the goods in which the software was acquired for
17 use has priority in the goods and proceeds of the goods under
18 this section.
19 (7) If more than one security interest qualifies for
20 priority in the same collateral under subsection (1),
21 subsection (2), subsection (4), or subsection (6):
22 (a) A security interest securing an obligation
23 incurred as all or part of the price of the collateral has
24 priority over a security interest securing an obligation
25 incurred for value given to enable the debtor to acquire
26 rights in or the use of collateral; and
27 (b) In all other cases, s. 679.322(1) applies to the
28 qualifying security interests.
29 679.325 Priority of security interests in transferred
30 collateral.--
31
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1 (1) Except as otherwise provided in subsection (2), a
2 security interest created by a debtor is subordinate to a
3 security interest in the same collateral created by another
4 person if:
5 (a) The debtor acquired the collateral subject to the
6 security interest created by the other person;
7 (b) The security interest created by the other person
8 was perfected when the debtor acquired the collateral; and
9 (c) There is no period thereafter during which the
10 security interest is unperfected.
11 (2) Subsection (1) subordinates a security interest
12 only if the security interest:
13 (a) Otherwise would have priority solely under s.
14 679.322(1) or s. 679.324; or
15 (b) Arose solely under s. 672.711(3) or s. 680.508(5).
16 679.326 Priority of security interests created by new
17 debtor.--
18 (1) Subject to subsection (2), a security interest
19 created by a new debtor which is perfected by a filed
20 financing statement that is effective solely under s. 679.508
21 in collateral in which a new debtor has or acquires rights is
22 subordinate to a security interest in the same collateral
23 which is perfected other than by a filed financing statement
24 that is effective solely under s. 679.508.
25 (2) The other provisions of this part determine the
26 priority among conflicting security interests in the same
27 collateral perfected by filed financing statements that are
28 effective solely under s. 679.508. However, if the security
29 agreements to which a new debtor became bound as debtor were
30 not entered into by the same original debtor, the conflicting
31
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1 security interests rank according to priority in time of the
2 new debtor's having become bound.
3 679.327 Priority of security interests in deposit
4 account.--The following rules govern priority among
5 conflicting security interests in the same deposit account:
6 (1) A security interest held by a secured party having
7 control of the deposit account under s. 679.1041 has priority
8 over a conflicting security interest held by a secured party
9 that does not have control.
10 (2) Except as otherwise provided in subsections (3)
11 and (4), security interests perfected by control under s.
12 679.3141 rank according to priority in time of obtaining
13 control.
14 (3) Except as otherwise provided in subsection (4), a
15 security interest held by the bank with which the deposit
16 account is maintained has priority over a conflicting security
17 interest held by another secured party.
18 (4) A security interest perfected by control under s.
19 679.1041(1)(c) has priority over a security interest held by
20 the bank with which the deposit account is maintained.
21 679.328 Priority of security interests in investment
22 property.--The following rules govern priority among
23 conflicting security interests in the same investment
24 property:
25 (1) A security interest held by a secured party having
26 control of investment property under s. 679.1061 has priority
27 over a security interest held by a secured party that does not
28 have control of the investment property.
29 (2) Except as otherwise provided in subsections (3)
30 and (4), conflicting security interests held by secured
31
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1 parties each of which has control under s. 679.1061 rank
2 according to priority in time of:
3 (a) If the collateral is a security, obtaining
4 control;
5 (b) If the collateral is a security entitlement
6 carried in a securities account and:
7 1. If the secured party obtained control under s.
8 678.1061(4)(a), the secured party's becoming the person for
9 which the securities account is maintained;
10 2. If the secured party obtained control under s.
11 678.1061(4)(b), the securities intermediary's agreement to
12 comply with the secured party's entitlement orders with
13 respect to security entitlements carried or to be carried in
14 the securities account; or
15 3. If the secured party obtained control through
16 another person under s. 768.1061(4)(c), the time on which
17 priority would be based under this paragraph if the other
18 person were the secured party; or
19 (c) If the collateral is a commodity contract carried
20 with a commodity intermediary, the satisfaction of the
21 requirement for control specified in s. 679.1061(2)(b) with
22 respect to commodity contracts carried or to be carried with
23 the commodity intermediary.
24 (3) A security interest held by a securities
25 intermediary in a security entitlement or a securities account
26 maintained with the securities intermediary has priority over
27 a conflicting security interest held by another secured party.
28 (4) A security interest held by a commodity
29 intermediary in a commodity contract or a commodity account
30 maintained with the commodity intermediary has priority over a
31 conflicting security interest held by another secured party.
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1 (5) A security interest in a certificated security in
2 registered form which is perfected by taking delivery under s.
3 679.3131(1) and not by control under s. 679.3141 has priority
4 over a conflicting security interest perfected by a method
5 other than control.
6 (6) Conflicting security interests created by a
7 broker, securities intermediary, or commodity intermediary
8 which are perfected without control under s. 679.1061 rank
9 equally.
10 (7) In all other cases, priority among conflicting
11 security interests in investment property is governed by ss.
12 679.322 and 679.323.
13 679.329 Priority of security interests in
14 letter-of-credit right.--The following rules govern priority
15 among conflicting security interests in the same
16 letter-of-credit right:
17 (1) A security interest held by a secured party having
18 control of the letter-of-credit right under s. 679.1071 has
19 priority to the extent of its control over a conflicting
20 security interest held by a secured party that does not have
21 control.
22 (2) Security interests perfected by control under s.
23 679.3141 rank according to priority in time of obtaining
24 control.
25 679.330 Priority of purchaser of chattel paper or
26 instrument.--
27 (1) A purchaser of chattel paper has priority over a
28 security interest in the chattel paper which is claimed merely
29 as proceeds of inventory subject to a security interest if:
30 (a) In good faith and in the ordinary course of the
31 purchaser's business, the purchaser gives new value and takes
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1 possession of the chattel paper or obtains control of the
2 chattel paper under s. 679.1051; and
3 (b) The chattel paper does not indicate that it has
4 been assigned to an identified assignee other than the
5 purchaser.
6 (2) A purchaser of chattel paper has priority over a
7 security interest in the chattel paper which is claimed other
8 than merely as proceeds of inventory subject to a security
9 interest if the purchaser gives new value and takes possession
10 of the chattel paper or obtains control of the chattel paper
11 under s. 679.1051 in good faith, in the ordinary course of the
12 purchaser's business, and without knowledge that the purchase
13 violates the rights of the secured party.
14 (3) Except as otherwise provided in s. 679.327, a
15 purchaser having priority in chattel paper under subsection
16 (1) or subsection (2) also has priority in proceeds of the
17 chattel paper to the extent that:
18 (a) Section 679.322 provides for priority in the
19 proceeds; or
20 (b) The proceeds consist of the specific goods covered
21 by the chattel paper or cash proceeds of the specific goods,
22 even if the purchaser's security interest in the proceeds is
23 unperfected.
24 (4) Except as otherwise provided in s. 679.331(1), a
25 purchaser of an instrument has priority over a security
26 interest in the instrument perfected by a method other than
27 possession if the purchaser gives value and takes possession
28 of the instrument in good faith and without knowledge that the
29 purchase violates the rights of the secured party.
30 (5) For purposes of subsections (1) and (2), the
31 holder of a purchase-money security interest in inventory
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1 gives new value for chattel paper constituting proceeds of the
2 inventory.
3 (6) For purposes of subsections (2) and (4), if
4 chattel paper or an instrument indicates that it has been
5 assigned to an identified secured party other than the
6 purchaser, a purchaser of the chattel paper or instrument has
7 knowledge that the purchase violates the rights of the secured
8 party.
9 679.331 Priority of rights of purchasers of
10 instruments, documents, and securities under other articles;
11 priority of interests in financial assets and security
12 entitlements under chapter 678.--
13 (1) This chapter does not limit the rights of a holder
14 in due course of a negotiable instrument, a holder to which a
15 negotiable document of title has been duly negotiated, or a
16 protected purchaser of a security. These holders or
17 purchasers take priority over an earlier security interest,
18 even if perfected, to the extent provided in chapters 673,
19 677, and 678.
20 (2) This chapter does not limit the rights of or
21 impose liability on a person to the extent that the person is
22 protected against the assertion of an adverse claim under
23 chapter 678.
24 (3) Filing under this chapter does not constitute
25 notice of a claim or defense to the holders, purchasers, or
26 persons described in subsections (1) and (2).
27 679.332 Transfer of money; transfer of funds from
28 deposit account.--
29 (1) A transferee of money takes the money free of a
30 security interest unless the transferee acts in collusion with
31 the debtor in violating the rights of the secured party.
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1 (2) A transferee of funds from a deposit account takes
2 the funds free of a security interest in the deposit account
3 unless the transferee acts in collusion with the debtor in
4 violating the rights of the secured party.
5 679.333 Priority of certain liens arising by operation
6 of law.--
7 (1) In this section, the term "possessory lien" means
8 an interest, other than a security interest or an agricultural
9 lien:
10 (a) Which secures payment or performance of an
11 obligation for services or materials furnished with respect to
12 goods by a person in the ordinary course of the person's
13 business;
14 (b) Which is created by statute or rule of law in
15 favor of the person; and
16 (c) The effectiveness of which depends on the person's
17 possession of the goods.
18 (2) A possessory lien on goods has priority over a
19 security interest in the goods unless the lien is created by a
20 statute that expressly provides otherwise.
21 679.334 Priority of security interests in fixtures and
22 crops.--
23 (1) A security interest under this chapter may be
24 created in goods that are fixtures or may continue in goods
25 that become fixtures. A security interest does not exist
26 under this chapter in ordinary building materials incorporated
27 into an improvement on land.
28 (2) This chapter does not prevent creation of an
29 encumbrance upon fixtures under real property law.
30 (3) In cases not governed by subsections (4) through
31 (8), a security interest in fixtures is subordinate to a
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1 conflicting interest of an encumbrancer or owner of the
2 related real property other than the debtor.
3 (4) Except as otherwise provided in subsection (8), a
4 perfected security interest in fixtures has priority over a
5 conflicting interest of an encumbrancer or owner of the real
6 property if the debtor has an interest of record in or is in
7 possession of the real property and:
8 (a) The security interest is a purchase-money security
9 interest;
10 (b) The interest of the encumbrancer or owner arises
11 before the goods become fixtures; and
12 (c) The security interest is perfected by a fixture
13 filing before the goods become fixtures or within 20 days
14 thereafter.
15 (5) A perfected security interest in fixtures has
16 priority over a conflicting interest of an encumbrancer or
17 owner of the real property if:
18 (a) The debtor has an interest of record in the real
19 property or is in possession of the real property and the
20 security interest:
21 1. Is perfected by a fixture filing before the
22 interest of the encumbrancer or owner is of record; and
23 2. Has priority over any conflicting interest of a
24 predecessor in title of the encumbrancer or owner;
25 (b) Before the goods become fixtures, the security
26 interest is perfected by any method permitted by this chapter
27 and the fixtures are readily removable:
28 1. Factory or office machines;
29 2. Equipment that is not primarily used or leased for
30 use in the operation of the real property; or
31
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1 3. Replacements of domestic appliances that are
2 consumer goods;
3 (c) The conflicting interest is a lien on the real
4 property obtained by legal or equitable proceedings after the
5 security interest was perfected by any method permitted by
6 this chapter; or
7 (d) The security interest is:
8 1. Created in a manufactured home in a
9 manufactured-home transaction; and
10 2. Perfected pursuant to a statute described in s.
11 679.3111(1)(b).
12 (6) A security interest in fixtures, whether or not
13 perfected, has priority over a conflicting interest of an
14 encumbrancer or owner of the real property if:
15 (a) The encumbrancer or owner has, in an authenticated
16 record, consented to the security interest or disclaimed an
17 interest in the goods as fixtures; or
18 (b) The debtor has a right to remove the goods as
19 against the encumbrancer or owner.
20 (7) The priority of the security interest under
21 paragraph (6)(b) continues for a reasonable time if the
22 debtor's right to remove the goods as against the encumbrancer
23 or owner terminates.
24 (8) A mortgage is a construction mortgage to the
25 extent that it secures an obligation incurred for the
26 construction of an improvement on land, including the
27 acquisition cost of the land, if a recorded record of the
28 mortgage so indicates. Except as otherwise provided in
29 subsections (5) and (6), a security interest in fixtures is
30 subordinate to a construction mortgage if a record of the
31 mortgage is recorded before the goods become fixtures and the
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1 goods become fixtures before the completion of the
2 construction. A mortgage has this priority to the same extent
3 as a construction mortgage to the extent that it is given to
4 refinance a construction mortgage.
5 (9) A perfected security interest in crops growing on
6 real property has priority over a conflicting interest of an
7 encumbrancer or owner of the real property if the debtor has
8 an interest of record in or is in possession of the real
9 property.
10 (10) Subsection (9) prevails over any inconsistent
11 provisions of the statutes.
12 679.335 Accessions.--
13 (1) A security interest may be created in an accession
14 and continues in collateral that becomes an accession.
15 (2) If a security interest is perfected when the
16 collateral becomes an accession, the security interest remains
17 perfected in the collateral.
18 (3) Except as otherwise provided in subsection (4),
19 the other provisions of this part determine the priority of a
20 security interest in an accession.
21 (4) A security interest in an accession is subordinate
22 to a security interest in the whole which is perfected by
23 compliance with the requirements of a certificate-of-title
24 statute under s. 679.3111(2).
25 (5) After default, subject to part VI, a secured party
26 may remove an accession from other goods if the security
27 interest in the accession has priority over the claims of
28 every person having an interest in the whole.
29 (6) A secured party that removes an accession from
30 other goods under subsection (5) shall promptly reimburse any
31 holder of a security interest or other lien on, or owner of,
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1 the whole or of the other goods, other than the debtor, for
2 the cost of repair of any physical injury to the whole or the
3 other goods. The secured party need not reimburse the holder
4 or owner for any diminution in value of the whole or the other
5 goods caused by the absence of the accession removed or by any
6 necessity for replacing it. A person entitled to
7 reimbursement may refuse permission to remove until the
8 secured party gives adequate assurance for the performance of
9 the obligation to reimburse.
10 679.336 Commingled goods.--
11 (1) In this section, the term "commingled goods" means
12 goods that are physically united with other goods in such a
13 manner that their identity is lost in a product or mass.
14 (2) A security interest does not exist in commingled
15 goods as such. However, a security interest may attach to a
16 product or mass that results when goods become commingled
17 goods.
18 (3) If collateral becomes commingled goods, a security
19 interest attaches to the product or mass.
20 (4) If a security interest in collateral is perfected
21 before the collateral becomes commingled goods, the security
22 interest that attaches to the product or mass under subsection
23 (3) is perfected.
24 (5) Except as otherwise provided in subsection (6),
25 the other provisions of this part determine the priority of a
26 security interest that attaches to the product or mass under
27 subsection (3).
28 (6) If more than one security interest attaches to the
29 product or mass under subsection (3), the following rules
30 determine priority:
31
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1 (a) A security interest that is perfected under
2 subsection (4) has priority over a security interest that is
3 unperfected at the time the collateral becomes commingled
4 goods.
5 (b) If more than one security interest is perfected
6 under subsection (4), the security interests rank equally in
7 proportion to value of the collateral at the time it became
8 commingled goods.
9 679.337 Priority of security interests in goods
10 covered by certificate of title.--If, while a security
11 interest in goods is perfected by any method under the law of
12 another jurisdiction, this state issues a certificate of title
13 that does not show that the goods are subject to the security
14 interest or contain a statement that they may be subject to
15 security interests not shown on the certificate:
16 (1) A buyer of the goods, other than a person in the
17 business of selling goods of that kind, takes free of the
18 security interest if the buyer gives value and receives
19 delivery of the goods after issuance of the certificate and
20 without knowledge of the security interest; and
21 (2) The security interest is subordinate to a
22 conflicting security interest in the goods that attaches, and
23 is perfected under s. 679.3111(2), after issuance of the
24 certificate and without the conflicting secured party's
25 knowledge of the security interest.
26 679.338 Priority of security interest or agricultural
27 lien perfected by filed financing statement providing certain
28 incorrect information.--If a security interest or agricultural
29 lien is perfected by a filed financing statement providing
30 information described in s. 679.516(2)(e) which is incorrect
31 at the time the financing statement is filed:
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1 (1) The security interest or agricultural lien is
2 subordinate to a conflicting perfected security interest in
3 the collateral to the extent that the holder of the
4 conflicting security interest gives value in reasonable
5 reliance upon the incorrect information; and
6 (2) A purchaser, other than a secured party, of the
7 collateral takes free of the security interest or agricultural
8 lien to the extent that, in reasonable reliance upon the
9 incorrect information, the purchaser gives value and, in the
10 case of chattel paper, documents, goods, instruments, or a
11 security certificate, receives delivery of the collateral.
12 679.339 Priority subject to subordination.--This
13 chapter does not preclude subordination by agreement by a
14 person entitled to priority.
15 679.340 Effectiveness of right of recoupment or
16 set-off against deposit account.--
17 (1) Except as otherwise provided in subsection (3), a
18 bank with which a deposit account is maintained may exercise
19 any right of recoupment or set-off against a secured party
20 that holds a security interest in the deposit account.
21 (2) Except as otherwise provided in subsection (3),
22 the application of this chapter to a security interest in a
23 deposit account does not affect a right of recoupment or
24 set-off of the secured party as to a deposit account
25 maintained with the secured party.
26 (3) The exercise by a bank of a set-off against a
27 deposit account is ineffective against a secured party that
28 holds a security interest in the deposit account which is
29 perfected by control under s. 679.1041(1)(c), if the set-off
30 is based on a claim against the debtor.
31
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1 679.341 Bank's rights and duties with respect to
2 deposit account.--Except as otherwise provided in s.
3 679.340(3), and unless the bank otherwise agrees in an
4 authenticated record, a bank's rights and duties with respect
5 to a deposit account maintained with the bank are not
6 terminated, suspended, or modified by:
7 (1) The creation, attachment, or perfection of a
8 security interest in the deposit account;
9 (2) The bank's knowledge of the security interest; or
10 (3) The bank's receipt of instructions from the
11 secured party.
12 679.342 Bank's right to refuse to enter into or
13 disclose existence of control agreement.--This chapter does
14 not require a bank to enter into an agreement of the kind
15 described in s. 679.1041(1)(b), even if its customer so
16 requests or directs. A bank that has entered into such an
17 agreement is not required to confirm the existence of the
18 agreement to another person unless requested to do so by its
19 customer.
20 Section 4. Part IV of chapter 679, Florida Statutes,
21 consisting of sections 679.401, 679.4011, 679.402, 679.403,
22 679.404, 679.405, 679.406, 679.407, and 679.408, Florida
23 Statutes, is repealed and a new part IV, consisting of
24 sections 679.40111, 679.4021, 679.4031, 679.4041, 679.4051,
25 679.4061, 679.4071, 679.4081, and 679.409, Florida Statutes,
26 is created to read:
27 PART IV
28 RIGHTS OF THIRD PARTIES
29 679.40111 Alienability of debtor's rights.--
30 (1) Except as otherwise provided in subsection (2) and
31 ss. 679.4061, 679.4071, 679.4081, and 679.409, whether a
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1 debtor's rights in collateral may be voluntarily or
2 involuntarily transferred is governed by law other than this
3 chapter.
4 (2) An agreement between the debtor and secured party
5 which prohibits a transfer of the debtor's rights in
6 collateral or makes the transfer a default does not prevent
7 the transfer from taking effect.
8 679.4021 Secured party not obligated on contract of
9 debtor or in tort.--The existence of a security interest,
10 agricultural lien, or authority given to a debtor to dispose
11 of or use collateral, without more, does not subject a secured
12 party to liability in contract or tort for the debtor's acts
13 or omissions.
14 679.4031 Agreement not to assert defenses against
15 assignee.--
16 (1) In this section, the term "value" has the meaning
17 provided in s. 673.3031(1).
18 (2) Except as otherwise provided in this section, an
19 agreement between an account debtor and an assignor not to
20 assert against an assignee any claim or defense that the
21 account debtor may have against the assignor is enforceable by
22 an assignee that takes an assignment:
23 (a) For value;
24 (b) In good faith;
25 (c) Without notice of a claim of a property or
26 possessory right to the property assigned; and
27 (d) Without notice of a defense or claim in recoupment
28 of the type that may be asserted against a person entitled to
29 enforce a negotiable instrument under s. 673.3031(1).
30
31
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1 (3) Subsection (2) does not apply to defenses of a
2 type that may be asserted against a holder in due course of a
3 negotiable instrument under s. 673.3031(2).
4 (4) In a consumer transaction, if a record evidences
5 the account debtor's obligation, law other than this chapter
6 requires that the record include a statement to the effect
7 that the rights of an assignee are subject to claims or
8 defenses that the account debtor could assert against the
9 original obligee, and the record does not include such a
10 statement:
11 (a) The record has the same effect as if the record
12 included such a statement; and
13 (b) The account debtor may assert against an assignee
14 those claims and defenses that would have been available if
15 the record included such a statement.
16 (5) This section is subject to law other than this
17 chapter which establishes a different rule for an account
18 debtor who is an individual and who incurred the obligation
19 primarily for personal, family, or household purposes.
20 (6) Except as otherwise provided in subsection (4),
21 this section does not displace law other than this chapter
22 which gives effect to an agreement by an account debtor not to
23 assert a claim or defense against an assignee.
24 679.4041 Rights acquired by assignee; claims and
25 defenses against assignee.--
26 (1) Unless an account debtor has made an enforceable
27 agreement not to assert defenses or claims, and subject to
28 subsections (2) through (5), the rights of an assignee are
29 subject to:
30 (a) All terms of the agreement between the account
31 debtor and assignor and any defense or claim in recoupment
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1 arising from the transaction that gave rise to the contract;
2 and
3 (b) Any other defense or claim of the account debtor
4 against the assignor which accrues before the account debtor
5 receives a notification of the assignment authenticated by the
6 assignor or the assignee.
7 (2) Subject to subsection (3) and except as otherwise
8 provided in subsection (4), the claim of an account debtor
9 against an assignor may be asserted against an assignee under
10 subsection (1) only to reduce the amount the account debtor
11 owes.
12 (3) This section is subject to law other than this
13 chapter which establishes a different rule for an account
14 debtor who is an individual and who incurred the obligation
15 primarily for personal, family, or household purposes.
16 (4) In a consumer transaction, if a record evidences
17 the account debtor's obligation, law other than this chapter
18 requires that the record include a statement to the effect
19 that the account debtor's recovery against an assignee with
20 respect to claims and defenses against the assignor may not
21 exceed amounts paid by the account debtor under the record,
22 and the record does not include such a statement, the extent
23 to which a claim of an account debtor against the assignor may
24 be asserted against an assignee is determined as if the record
25 included such a statement.
26 (5) This section does not apply to an assignment of a
27 health-care-insurance receivable.
28 679.4051 Modification of assigned contract.--
29 (1) A modification of or substitution for an assigned
30 contract is effective against an assignee if made in good
31 faith. The assignee acquires corresponding rights under the
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1 modified or substituted contract. The assignment may provide
2 that the modification or substitution is a breach of contract
3 by the assignor. This subsection is subject to subsections
4 (2) through (4).
5 (2) Subsection (1) applies to the extent that:
6 (a) The right to payment or a part thereof under an
7 assigned contract has not been fully earned by performance; or
8 (b) The right to payment or a part thereof has been
9 fully earned by performance and the account debtor has not
10 received notification of the assignment under s. 679.4061(1).
11 (3) This section is subject to law other than this
12 chapter which establishes a different rule for an account
13 debtor who is an individual and who incurred the obligation
14 primarily for personal, family, or household purposes.
15 (4) This section does not apply to an assignment of a
16 health-care-insurance receivable.
17 679.4061 Discharge of account debtor; notification of
18 assignment; identification and proof of assignment;
19 restrictions on assignment of accounts, chattel paper, payment
20 intangibles, and promissory notes ineffective.--
21 (1) Subject to subsections (2) through (9), an account
22 debtor on an account, chattel paper, or a payment intangible
23 may discharge its obligation by paying the assignor until, but
24 not after, the account debtor receives a notification,
25 authenticated by the assignor or the assignee, that the amount
26 due or to become due has been assigned and that payment is to
27 be made to the assignee. After receipt of the notification,
28 the account debtor may discharge its obligation by paying the
29 assignee and may not discharge the obligation by paying the
30 assignor.
31
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1 (2) Subject to subsection (8), notification is
2 ineffective under subsection (1):
3 (a) If it does not reasonably identify the rights
4 assigned;
5 (b) To the extent that an agreement between an account
6 debtor and a seller of a payment intangible limits the account
7 debtor's duty to pay a person other than the seller and the
8 limitation is effective under law other than this chapter; or
9 (c) At the option of an account debtor, if the
10 notification notifies the account debtor to make less than the
11 full amount of any installment or other periodic payment to
12 the assignee, even if:
13 1. Only a portion of the account, chattel paper, or
14 payment intangible has been assigned to that assignee;
15 2. A portion has been assigned to another assignee; or
16 3. The account debtor knows that the assignment to
17 that assignee is limited.
18 (3) Subject to subsection (8), if requested by the
19 account debtor, an assignee shall seasonably furnish
20 reasonable proof that the assignment has been made. Unless
21 the assignee complies, the account debtor may discharge its
22 obligation by paying the assignor, even if the account debtor
23 has received a notification under subsection (1).
24 (4) Except as otherwise provided in subsection (5) and
25 ss. 680.303 and 679.4071, and subject to subsection (8), a
26 term in an agreement between an account debtor and an assignor
27 or in a promissory note is ineffective to the extent that it:
28 (a) Prohibits, restricts, or requires the consent of
29 the account debtor or person obligated on the promissory note
30 to the assignment or transfer of, or the creation, attachment,
31 perfection, or enforcement of a security interest in, the
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1 account, chattel paper, payment intangible, or promissory
2 note; or
3 (b) Provides that the assignment or transfer or the
4 creation, attachment, perfection, or enforcement of the
5 security interest may give rise to a default, breach, right of
6 recoupment, claim, defense, termination, right of termination,
7 or remedy under the account, chattel paper, payment
8 intangible, or promissory note.
9 (5) Subsection (4) does not apply to the sale of a
10 payment intangible or promissory note.
11 (6) Except as otherwise provided in ss. 680.303 and
12 679.4071 and subject to subsections (8) and (9), a rule of
13 law, statute, or regulation that prohibits, restricts, or
14 requires the consent of a government, governmental body or
15 official, or account debtor to the assignment or transfer of,
16 or creation of a security interest in, an account or chattel
17 paper is ineffective to the extent that the rule of law,
18 statute, or regulation:
19 (a) Prohibits, restricts, or requires the consent of
20 the government, governmental body or official, or account
21 debtor to the assignment or transfer of, or the creation,
22 attachment, perfection, or enforcement of a security interest
23 in the account or chattel paper; or
24 (b) Provides that the assignment or transfer or the
25 creation, attachment, perfection, or enforcement of the
26 security interest may give rise to a default, breach, right of
27 recoupment, claim, defense, termination, right of termination,
28 or remedy under the account or chattel paper.
29 (7) Subject to subsection (8), an account debtor may
30 not waive or vary its option under paragraph (2)(c).
31
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1 (8) This section is subject to law other than this
2 chapter which establishes a different rule for an account
3 debtor who is an individual and who incurred the obligation
4 primarily for personal, family, or household purposes.
5 (9) This section does not apply to an assignment of a
6 health-care-insurance receivable.
7 (10) This section prevails over any inconsistent
8 statute, rule, or regulation.
9 679.4071 Restrictions on creation or enforcement of
10 security interest in leasehold interest or in lessor's
11 residual interest.--
12 (1) Except as otherwise provided in subsection (2), a
13 term in a lease agreement is ineffective to the extent that
14 it:
15 (a) Prohibits, restricts, or requires the consent of a
16 party to the lease to the assignment or transfer of, or the
17 creation, attachment, perfection, or enforcement of a security
18 interest in, an interest of a party under the lease contract
19 or in the lessor's residual interest in the goods; or
20 (b) Provides that the assignment or transfer or the
21 creation, attachment, perfection, or enforcement of the
22 security interest may give rise to a default, breach, right of
23 recoupment, claim, defense, termination, right of termination,
24 or remedy under the lease.
25 (2) Except as otherwise provided in s. 680.303(7), a
26 term described in paragraph (1)(b) is effective to the extent
27 that there is:
28 (a) A transfer by the lessee of the lessee's right of
29 possession or use of the goods in violation of the term; or
30 (b) A delegation of a material performance of either
31 party to the lease contract in violation of the term.
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1 (3) The creation, attachment, perfection, or
2 enforcement of a security interest in the lessor's interest
3 under the lease contract or the lessor's residual interest in
4 the goods is not a transfer that materially impairs the
5 lessee's prospect of obtaining return performance or
6 materially changes the duty of or materially increases the
7 burden or risk imposed on the lessee within the purview of s.
8 680.303(4) unless, and then only to the extent that,
9 enforcement actually results in a delegation of material
10 performance of the lessor.
11 679.4081 Restrictions on assignment of promissory
12 notes, health-care-insurance receivables, and certain general
13 intangibles ineffective.--
14 (1) Except as otherwise provided in subsection (2), a
15 term in a promissory note or in an agreement between an
16 account debtor and a debtor which relates to a
17 health-care-insurance receivable or a general intangible,
18 including a contract, permit, license, or franchise, and which
19 term prohibits, restricts, or requires the consent of the
20 person obligated on the promissory note or the account debtor
21 to, the assignment or transfer of, or creation, attachment, or
22 perfection of a security interest in, the promissory note,
23 health-care-insurance receivable, or general intangible, is
24 ineffective to the extent that the term:
25 (a) Would impair the creation, attachment, or
26 perfection of a security interest; or
27 (b) Provides that the assignment or transfer or the
28 creation, attachment, or perfection of the security interest
29 may give rise to a default, breach, right of recoupment,
30 claim, defense, termination, right of termination, or remedy
31
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1 under the promissory note, health-care-insurance receivable,
2 or general intangible.
3 (2) Subsection (1) applies to a security interest in a
4 payment intangible or promissory note only if the security
5 interest arises out of a sale of the payment intangible or
6 promissory note.
7 (3) A rule of law, statute, or regulation that
8 prohibits, restricts, or requires the consent of a government,
9 governmental body or official, person obligated on a
10 promissory note, or account debtor to the assignment or
11 transfer of, or creation of a security interest in, a
12 promissory note, health-care-insurance receivable, or general
13 intangible, including a contract, permit, license, or
14 franchise between an account debtor and a debtor, is
15 ineffective to the extent that the rule of law, statute, or
16 regulation:
17 (a) Would impair the creation, attachment, or
18 perfection of a security interest; or
19 (b) Provides that the assignment or transfer or the
20 creation, attachment, or perfection of the security interest
21 may give rise to a default, breach, right of recoupment,
22 claim, defense, termination, right of termination, or remedy
23 under the promissory note, health-care-insurance receivable,
24 or general intangible.
25 (4) To the extent that a term in a promissory note or
26 in an agreement between an account debtor and a debtor which
27 relates to a health-care-insurance receivable or general
28 intangible or a rule of law, statute, or regulation described
29 in subsection (3) would be effective under law other than this
30 chapter but is ineffective under subsection (1) or subsection
31 (3), the creation, attachment, or perfection of a security
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1 interest in the promissory note, health-care-insurance
2 receivable, or general intangible:
3 (a) Is not enforceable against the person obligated on
4 the promissory note or the account debtor;
5 (b) Does not impose a duty or obligation on the person
6 obligated on the promissory note or the account debtor;
7 (c) Does not require the person obligated on the
8 promissory note or the account debtor to recognize the
9 security interest, pay or render performance to the secured
10 party, or accept payment or performance from the secured
11 party;
12 (d) Does not entitle the secured party to use or
13 assign the debtor's rights under the promissory note,
14 health-care-insurance receivable, or general intangible,
15 including any related information or materials furnished to
16 the debtor in the transaction giving rise to the promissory
17 note, health-care-insurance receivable, or general intangible;
18 (e) Does not entitle the secured party to use, assign,
19 possess, or have access to any trade secrets or confidential
20 information of the person obligated on the promissory note or
21 the account debtor; and
22 (f) Does not entitle the secured party to enforce the
23 security interest in the promissory note,
24 health-care-insurance receivable, or general intangible.
25 (5) This section prevails over any inconsistent
26 statute, rule, or regulation.
27 679.409 Restrictions on assignment of letter-of-credit
28 rights ineffective.--
29 (1) A term in a letter of credit or a rule of law,
30 statute, regulation, custom, or practice applicable to the
31 letter of credit which prohibits, restricts, or requires the
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1 consent of an applicant, issuer, or nominated person to a
2 beneficiary's assignment of or creation of a security interest
3 in a letter-of-credit right is ineffective to the extent that
4 the term or rule of law, statute, regulation, custom, or
5 practice:
6 (a) Would impair the creation, attachment, or
7 perfection of a security interest in the letter-of-credit
8 right; or
9 (b) Provides that the assignment or the creation,
10 attachment, or perfection of the security interest may give
11 rise to a default, breach, right of recoupment, claim,
12 defense, termination, right of termination, or remedy under
13 the letter-of-credit right.
14 (2) To the extent that a term in a letter of credit is
15 ineffective under subsection (1) but would be effective under
16 law other than this chapter or a custom or practice applicable
17 to the letter of credit, to the transfer of a right to draw or
18 otherwise demand performance under the letter of credit, or to
19 the assignment of a right to proceeds of the letter of credit,
20 the creation, attachment, or perfection of a security interest
21 in the letter-of-credit right:
22 (a) Is not enforceable against the applicant, issuer,
23 nominated person, or transferee beneficiary;
24 (b) Imposes no duties or obligations on the applicant,
25 issuer, nominated person, or transferee beneficiary; and
26 (c) Does not require the applicant, issuer, nominated
27 person, or transferee beneficiary to recognize the security
28 interest, pay or render performance to the secured party, or
29 accept payment or other performance from the secured party.
30 Section 5. Part V of chapter 679, Florida Statutes,
31 consisting of sections 679.501, 679.502, 679.503, 679.504,
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1 679.505, 679.506, and 679.507, Florida Statutes, is repealed
2 and a new part V, consisting of sections 679.5011, 679.5021,
3 679.5031. 679.5041, 679.5051, 679.5061, 679.5071, 679.508,
4 679.509, 679.510, 679.511, 679.512, 679.513, 671.514, 679.515,
5 679.516, 679.517, 679.518, 679.519, 679.520, 679.521, 679.522,
6 679.523, 679.524, 679.525, 679.526, and 679.527, Florida
7 Statutes, is created to read:
8 PART V
9 FILING
10 679.5011 Filing office.--
11 (1) Except as otherwise provided in subsection (2),
12 the office in which to file a financing statement to perfect a
13 security interest or agricultural lien is:
14 (a) The office of the clerk of the circuit court, if:
15 1. The collateral is as-extracted collateral or timber
16 to be cut; or
17 2. The financing statement is filed as a fixture
18 filing and the collateral is goods that are or are to become
19 fixtures; or
20 (b) The office of the Secretary of State, in
21 accordance with ss. 679.3011-679.3071, and in all other cases,
22 including a case in which the collateral is goods that are or
23 are to become fixtures and the financing statement is not
24 filed as a fixture filing.
25 (2) The office in which to file a financing statement
26 to perfect a security interest in collateral, including
27 fixtures, of a transmitting utility is the office of the
28 Secretary of State. The financing statement also constitutes
29 a fixture filing as to the collateral indicated in the
30 financing statement which is or is to become fixtures.
31
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1 679.5021 Contents of financing statement; record of
2 mortgage as financing statement; time of filing financing
3 statement.--
4 (1) Subject to subsection (2), a financing statement
5 is sufficient only if it:
6 (a) Provides the name of the debtor;
7 (b) Provides the name of the secured party or a
8 representative of the secured party; and
9 (c) Indicates the collateral covered by the financing
10 statement.
11 (2) Except as otherwise provided in s. 679.5011(2), to
12 be sufficient, a financing statement that covers as-extracted
13 collateral or timber to be cut, or that is filed as a fixture
14 filing and covers goods that are or are to become fixtures,
15 must comply with the requirements of subsection (1) and also:
16 (a) Indicate that it covers this type of collateral;
17 (b) Indicate that it is to be filed in the real
18 property records;
19 (c) Provide a description of the real property to
20 which the collateral is related; and
21 (d) If the debtor does not have an interest of record
22 in the real property, provide the name of a record owner.
23 (3) A real property mortgage is effective, from the
24 date of recording, as a financing statement filed as a fixture
25 filing or as a financing statement covering as-extracted
26 collateral or timber to be cut only if:
27 (a) The mortgage indicates the goods or accounts that
28 it covers;
29 (b) The goods are or are to become fixtures related to
30 the real property described in the mortgage or the collateral
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1 is related to the real property described in the mortgage and
2 is as-extracted collateral or timber to be cut;
3 (c) The mortgage complies with the requirements for a
4 financing statement in this section other than an indication
5 that it is to be filed in the real property records; and
6 (d) The mortgage is recorded.
7 (4) A financing statement may be filed before a
8 security agreement is made or a security interest otherwise
9 attaches.
10 679.5031 Name of debtor and secured party.--
11 (1) A financing statement sufficiently provides the
12 name of the debtor:
13 (a) If the debtor is a registered organization, only
14 if the financing statement provides the name of the debtor
15 indicated on the public record of the debtor's jurisdiction of
16 organization which shows the debtor to have been organized;
17 (b) If the debtor is a decedent's estate, only if the
18 financing statement provides the name of the decedent and
19 indicates that the debtor is an estate;
20 (c) If the debtor is a trust or a trustee acting with
21 respect to property held in trust, only if the financing
22 statement:
23 1. Provides the name, if any, specified for the trust
24 in its organic documents or, if no name is specified, provides
25 the name of the settlor and additional information sufficient
26 to distinguish the debtor from other trusts having one or more
27 of the same settlors; and
28 2. Indicates, in the debtor's name or otherwise, that
29 the debtor is a trust or is a trustee acting with respect to
30 property held in trust; and
31 (d) In other cases:
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1 1. If the debtor has a name, only if it provides the
2 individual or organizational name of the debtor; and
3 2. If the debtor does not have a name, only if it
4 provides the names of the partners, members, associates, or
5 other persons comprising the debtor.
6 (2) A financing statement that provides the name of
7 the debtor in accordance with subsection (1) is not rendered
8 ineffective by the absence of:
9 (a) A trade name or other name of the debtor; or
10 (b) Unless required under subparagraph (1)(d)2., names