Table of Contents
Sec. 42a-9-101. Short title: Uniform Commercial Code−Secured Transactions.
Sec. 42a-9-102. Policy and scope of article.
Sec. 42a-9-103. Accounts, contract rights, general intangibles and equipment relating to
another jurisdiction; incoming goods already subject to security interest.
Sec. 42a-9-103a. Perfection of security interests in multiple state transactions.
Sec. 42a-9-104. Transactions excluded from article.
Sec. 42a-9-105. Definitions and index of definitions.
Sec. 42a-9-106. Definitions: "Account"; "general intangibles".
Sec. 42a-9-107. Definitions: "Purchase money security interest".
Sec. 42a-9-108. When after-acquired collateral not security for antecedent debt.
Sec. 42a-9-109. Classification of goods; "consumer goods"; "equipment"; "farm products";
"inventory".
Sec. 42a-9-110. Sufficiency of description.
Sec. 42a-9-111. Applicability of bulk transfer laws.
Sec. 42a-9-112. Where collateral is not owned by debtor.
Sec. 42a-9-113. Security interests arising under article 2 on sales.
Sec. 42a-9-114. Consignment.
Sec. 42a-9-115. Investment property.
Sec. 42a-9-116. Security interest arising in purchase or delivery of financial asset.
Sec. 42a-9-201. General validity of security agreement.
Sec. 42a-9-202. Title to collateral immaterial.
Sec. 42a-9-203. Attachment and enforceability of security interest; proceeds; formal requisites.
Sec. 42a-9-204. After-acquired property; future advances.
Sec. 42a-9-205. Use or disposition of collateral without accounting permissible.
Sec. 42a-9-206. Agreement not to assert defenses against assignee; modification of sales
warranties where security agreement exists.
Sec. 42a-9-207. Rights and duties when collateral is in secured party's possession.
Sec. 42a-9-208. Request for statement of account or list of collateral.
Sec. 42a-9-209. Agreement for security in household furniture.
Sec. 42a-9-301. Persons who take priority over unperfected security interests; "lien
creditor".
Sec. 42a-9-302. When filing is required to perfect security interest; security interests
to which filing provisions of this article do not apply.
Sec. 42a-9-303. When security interest is perfected; continuity of perfection.
Sec. 42a-9-304. Perfection of security interest in instruments, documents, proceeds of a
written letter of credit and goods covered by documents; perfection by permissive filing;
temporary perfection without filing or transfer of possession.
Sec. 42a-9-305. When possession by secured party perfects security interest without
filing.
Sec. 42a-9-306. "Proceeds"; secured party's rights on disposition of collateral.
Sec. 42a-9-307. Protection of buyers of goods.
Sec. 42a-9-308. Purchase of chattel paper and instruments.
Sec. 42a-9-309. Protection of purchasers of instruments, documents and securities.
Sec. 42a-9-310. Priority of certain liens arising by operation of law.
Sec. 42a-9-311. Alienability of debtor's rights; judicial process.
Sec. 42a-9-312. Priorities among conflicting security interests in the same collateral.
Sec. 42a-9-313. Priority of security interests in fixtures.
Sec. 42a-9-314. Accessions.
Sec. 42a-9-315. Priority when goods are commingled or processed.
Sec. 42a-9-316. Priority subject to subordination.
Sec. 42a-9-317. Secured party not obligated on contract or tort of debtor.
Sec. 42a-9-318. Defenses against assignee; modification of contract after notification of
assignment; term prohibiting assignment ineffective; identification and proof of assignment.
Sec. 42a-9-401. Place of filing; erroneous filing; removal of collateral.
Sec. 42a-9-402. Formal requisites of financing statement; amendments; mortgage as financing statement.
Sec. 42a-9-403. What constitutes filing; duration of filing; effect of lapsed filing; duties of filing officer; fees.
Sec. 42a-9-404. Termination statement.
Sec. 42a-9-405. Assignment of security interest; duties of filing officer; fees.
Sec. 42a-9-406. Release of collateral; duties of filing officer; fees.
Sec. 42a-9-407. Information from filing officer.
Sec. 42a-9-408. Destruction of old records.
Sec. 42a-9-408a. Financing statements covering consigned or leased goods.
Sec. 42a-9-409. Special provisions for filings as to fixtures in the office of the town
clerk; duties of the town clerks; combined real estate and fixture mortgage.
Sec. 42a-9-501. Default; procedure when security agreement covers both real and personal
property.
Sec. 42a-9-502. Collection rights of secured party.
Sec. 42a-9-503. Secured party's right to take possession after default.
Sec. 42a-9-504. Secured party's right to dispose of collateral after default; effect of
disposition.
Sec. 42a-9-505. Compulsory disposition of collateral; acceptance of the collateral as discharge
of obligation.
Sec. 42a-9-506. Debtor's right to redeem collateral.
Sec. 42a-9-507. Secured party's liability for failure to comply with this part.
SHORT TITLE, APPLICABILITY AND DEFINITIONS
Sec. 42a-9-101. Short title: Uniform Commercial Code−Secured Transactions. This article shall be known and may be cited as "Uniform Commercial Code−
Secured Transactions". Sec. 42a-9-102. Policy and scope of article. (1) Except as otherwise provided in
section 42a-9-104 on excluded transactions, this article applies (a) to any transaction,
regardless of its form, which is intended to create a security interest in personal property
or fixtures including goods, documents, instruments, general intangibles, chattel paper
or accounts; and also (b) to any sale of accounts or chattel paper. Sec. 42a-9-103. Accounts, contract rights, general intangibles and equipment
relating to another jurisdiction; incoming goods already subject to security interest. Section 42a-9-103 is repealed. Sec. 42a-9-103a. Perfection of security interests in multiple state transactions.
(1) Documents, instruments, letters of credit and ordinary goods. (a) This subsection applies to documents, instruments, rights to proceeds of written letters of credit and
goods other than those covered by a certificate of title described in subsection (2), mobile
goods described in subsection (3), and minerals described in subsection (5); (b) except
as otherwise provided in this subsection, perfection and the effect of perfection or nonperfection of a security interest in collateral are governed by the law of the jurisdiction
where the collateral is when the last event occurs on which is based the assertion that
the security interest is perfected or unperfected; (c) if the parties to a transaction creating
a purchase money security interest in goods in one jurisdiction understand at the time
that the security interest attaches that the goods will be kept in another jurisdiction, then
the law of the other jurisdiction governs the perfection and the effect of perfection or
nonperfection of the security interest from the time it attaches until thirty days after the
debtor receives possession of the goods and thereafter if the goods are taken to the other
jurisdiction before the end of the thirty-day period; (d) when collateral is brought into
and kept in this state while subject to a security interest perfected under the law of
the jurisdiction from which the collateral was removed, the security interest remains
perfected, but if action is required by part 3 of this article to perfect the security interest,
(i) if such action is not taken before the expiration of the period of perfection in the
other jurisdiction or the end of four months after the collateral is brought into this state,
whichever period first expires, the security interest becomes unperfected at the end of
that period and is thereafter deemed to have been unperfected as against a person who
became a purchaser after removal; (ii) if such action is taken before the expiration of
the period specified in subparagraph (i), the security interest continues perfected thereafter; (iii) for the purpose of priority over a buyer of consumer goods as provided in
subsection (2) of section 42a-9-307, the period of the effectiveness of a filing in the
jurisdiction from which the collateral is removed is governed by the rules with respect
to perfection in subparagraphs (i) and (ii) of this subsection. Sec. 42a-9-104. Transactions excluded from article. This article does not apply
(a) to a security interest subject to any statute of the United States to the extent that
such statute governs the rights of parties to and third parties affected by transactions in
particular types of property; or (b) to a landlord's lien; or (c) to a lien given by statute
or other rule of law for services or materials except as provided in section 42a-9-310
on priority of such liens; or (d) to a transfer of a claim for wages, salary or other compensation of an employee; or (e) to a transfer by a government or governmental subdivision
or agency; or (f) to a sale of accounts or chattel paper as part of a sale of the business
out of which they arose, or an assignment of accounts or chattel paper which is for the
purpose of collection only, or a transfer of a right to payment under a contract to an
assignee who is also to do the performance under the contract or a transfer of a single
account to an assignee in whole or partial satisfaction of a preexisting indebtedness; or
(g) to a transfer of an interest or claim in or under any policy of insurance, except as
provided with respect to proceeds and priorities in proceeds; or (h) to a right represented
by a judgment, other than a judgment taken on a right to payment which was collateral;
or (i) to any right of set-off; or (j) except to the extent that provision is made for fixtures
in section 42a-9-313, to the creation or transfer of an interest in or lien on real estate,
including a lease or rents thereunder; or (k) to a transfer in whole or in part of any claim
arising out of tort; or (l) to a transfer of an interest in any deposit account, except as
provided with respect to proceeds and priorities in proceeds; or (m) to a transfer of an
interest in a letter of credit other than the rights to proceeds of a written letter of credit. Sec. 42a-9-105. Definitions and index of definitions. (1) In this article unless the
context otherwise requires: (a) "Account debtor" means the person who is obligated on
an account, chattel paper or general intangible; (b) "chattel paper" means a writing or
writings which evidence both a monetary obligation and a security interest in or a lease
of specific goods, but a charter or other contract involving the use or hire of a vessel is
not chattel paper. When a transaction is evidenced both by such a security agreement
or a lease and by an instrument or a series of instruments, the group of writings taken
together constitutes chattel paper; (c) "collateral" means the property subject to a security interest, and includes accounts and chattel paper which have been sold; (d) "debtor"
means the person who owes a payment or other performance of the obligation secured,
whether or not he owns or has rights in the collateral, and includes the seller of accounts
or chattel paper. Where the debtor and the owner of the collateral are not the same
person, the term "debtor" means the owner of the collateral in any provision of the article
dealing with the collateral, the obligor in any provision dealing with the obligation, and
may include both where the context so requires; (e) "deposit account" means a demand,
time, savings, passbook or like account maintained with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a certificate
of deposit; (f) "document" means document of title as defined in the general definitions
of section 42a-1-201, and a receipt of the kind described in subsection (2) of section
42a-7-201; (g) "encumbrance" includes real estate mortgages and other liens on real
estate and all other rights in real estate that are not ownership interest; (h) "goods"
includes all things which are movable at the time the security interest attaches or which
are fixtures, as provided in section 42a-9-313, but does not include money, documents,
instruments, investment property, accounts, chattel paper, general intangibles or minerals or the like, including oil and gas, before extraction. "Goods" also includes standing
timber which is to be cut and removed under a conveyance or contract for sale, the unborn
young of animals and growing crops; (i) "instrument" means a negotiable instrument, as
defined in section 42a-3-104, or any other writing which evidences a right to the payment
of money and is not itself a security agreement or lease and is of a type which is in
ordinary course of business transferred by delivery with any necessary endorsement or
assignment. The term does not include investment property; (j) "mortgage" means a
consensual interest created by a real estate mortgage, a trust deed on real estate or the
like; (k) an advance is made "pursuant to commitment" if the secured party has bound
himself to make it, whether or not a subsequent event of default or other event not within
his control has relieved or may relieve him from his obligation; (l) "security agreement"
means an agreement which creates or provides for a security interest; (m) "secured
party" means a lender, seller or other person in whose favor there is a security interest,
including a person to whom accounts or chattel paper have been sold. When the holders
of obligations issued under an indenture of trust, equipment trust agreement or the like
are represented by a trustee or other person, the representative is the secured party; (n)
"transmitting utility" means any person primarily engaged in the railroad business, the
electric or electronics communications transmission business, the transmission of goods
by pipeline, or the transmission or the production and transmission of electricity, steam,
gas or water, or the provision of sewer service. Sec. 42a-9-106. Definitions: "Account"; "general intangibles". "Account"
means any right to payment for goods sold or leased or for services rendered which is
not evidenced by an instrument or chattel paper, whether or not it has been earned by
performance. "General intangibles" means any personal property, including things in
action, other than goods, accounts, chattel paper, documents, instruments, investment
property, rights to proceeds of written letters of credit and money. All rights to payment
earned or unearned under a charter or other contract involving the use or hire of a vessel
and all rights incident to the charter or contract are accounts. Sec. 42a-9-107. Definitions: "Purchase money security interest". A security interest is a "purchase money security interest" to the extent that it is (a) taken or retained
by the seller of the collateral to secure all or part of its price; or (b) taken by a person
who by making advances or incurring an obligation gives value to enable the debtor to
acquire rights in or the use of collateral if such value is in fact so used. Sec. 42a-9-108. When after-acquired collateral not security for antecedent
debt. Where a secured party makes an advance, incurs an obligation, releases a perfected
security interest, or otherwise gives new value which is to be secured in whole or in
part by after-acquired property his security interest in the after-acquired collateral shall
be deemed to be taken for new value and not as security for an antecedent debt if the
debtor acquires his rights in such collateral either in the ordinary course of his business or
under a contract of purchase made pursuant to the security agreement within a reasonable
time after new value is given. Sec. 42a-9-109. Classification of goods; "consumer goods"; "equipment";
"farm products"; "inventory". Goods are (1) "consumer goods" if they are used or
bought for use primarily for personal, family or household purposes; (2) "equipment"
if they are used or bought for use primarily in business, including farming or a profession,
or by a debtor who is a nonprofit organization or a governmental subdivision or agency
or if the goods are not included in the definitions of inventory, farm products or consumer
goods; (3) "farm products" if they are crops or livestock or supplies used or produced
in farming operations or if they are products of crops or livestock in their unmanufactured
states, such as ginned cotton, woolclip, maple syrup, milk and eggs, and if they are
in the possession of a debtor engaged in raising, fattening, grazing or other farming
operations. If goods are farm products they are neither equipment nor inventory; (4)
"inventory" if they are held by a person who holds them for sale or lease or to be furnished
under contracts of service or if he has so furnished them, or if they are raw materials,
work in process or materials used or consumed in a business. Inventory of a person is
not to be classified as his equipment. Sec. 42a-9-110. Sufficiency of description. For the purposes of this article any
description of personal property or real estate is sufficient whether or not it is specific
if it reasonably identifies what is described. Sec. 42a-9-111. Applicability of bulk transfer laws. Section 42a-9-111 is repealed. Sec. 42a-9-112. Where collateral is not owned by debtor. Unless otherwise
agreed, when a secured party knows that collateral is owned by a person who is not the
debtor, the owner of the collateral is entitled to receive from the secured party any surplus
under section 42a-9-502(2) or under section 42a-9-504(1), and is not liable for the debt
or for any deficiency after resale, and he has the same right as the debtor (a) to receive
statements under section 42a-9-208; (b) to receive notice of and to object to a secured
party's proposal to retain the collateral in satisfaction of the indebtedness under section
42a-9-505; (c) to redeem the collateral under section 42a-9-506; (d) to obtain injunctive
or other relief under section 42a-9-507 (1); and (e) to recover losses caused to him under
section 42a-9-208(2). Sec. 42a-9-113. Security interests arising under article 2 on sales. A security
interest arising solely under article 2 is subject to the provisions of this article except
that to the extent that and so long as the debtor does not have or does not lawfully obtain
possession of the goods (a) no security agreement is necessary to make the security
interest enforceable; and (b) no filing is required to perfect the security interest; and (c)
the rights of the secured party on default by the debtor are governed by article 2. Sec. 42a-9-114. Consignment. (1) A person who delivers goods under a consignment which is not a security interest and who would be required to file under this article
by subdivision (3)(c) of section 42a-2-326 has priority over a secured party who is or
becomes a creditor of the consignee and who would have a perfected security interest
in the goods if they were the property of the consignee, and also has priority with respect
to identifiable cash proceeds received on or before delivery of the goods to a buyer, if
the goods delivered are consumer goods and the consignor is not in the business of
consigning goods or if (a) the consignor complies with the filing provision of the article
on sales with respect to consignments before the consignee receives possession of the
goods; and (b) the consignor gives notification in writing to the holder of the security
interest if the holder has filed a financing statement covering the same types of goods
before the date of the filing made by the consignor; and (c) the holder of the security
interest receives the notification within five years before the consignee receives possession of the goods; and (d) the notification states that the consignor expects to deliver
goods on consignment to the consignee, describing the goods by item or type. Sec. 42a-9-115. Investment property. (1) In this article: Sec. 42a-9-116. Security interest arising in purchase or delivery of financial
asset. (1) If a person buys a financial asset through a securities intermediary in a transaction in which the buyer is obligated to pay the purchase price to the securities intermediary at the time of the purchase, and the securities intermediary credits the financial asset
to the buyer's securities account before the buyer pays the securities intermediary, the
securities intermediary has a security interest in the buyer's security entitlement securing
the buyer's obligation to pay. A security agreement is not required for attachment or
enforceability of the security interest, and the security interest is automatically perfected. Sec. 42a-9-201. General validity of security agreement. Except as otherwise
provided by this title a security agreement is effective according to its terms between
the parties, against purchasers of the collateral and against creditors. Nothing in this
article validates any charge or practice illegal under any statute or regulation thereunder
governing usury, small loans, retail installment sales, or the like, or extends the application of any such statute or regulation to any transaction not otherwise subject thereto. Sec. 42a-9-202. Title to collateral immaterial. Each provision of this article with
regard to rights, obligations and remedies applies whether title to collateral is in the
secured party or in the debtor. Sec. 42a-9-203. Attachment and enforceability of security interest; proceeds;
formal requisites. (1) Subject to the provisions of section 42a-4-210 on the security
interest of a collecting bank, sections 42a-9-115 and 42a-9-116 on security interests in
investment property and section 42a-9-113 on a security interest arising under article
2, a security interest is not enforceable against the debtor or third parties with respect
to the collateral and does not attach unless: (a) The collateral is in the possession of the
secured party pursuant to agreement, the collateral is investment property and the secured party has control pursuant to agreement or the debtor has signed a security
agreement which contains a description of the collateral and in addition, when the security interest covers crops growing or to be grown or timber to be cut, a description of
the land concerned; (b) value has been given; and (c) the debtor has rights in the collateral. Sec. 42a-9-204. After-acquired property; future advances. (1) Except as provided in subsection (2) of this section, a security agreement may provide that any or
all obligations covered by the security agreement are to be secured by after-acquired
collateral. Sec. 42a-9-205. Use or disposition of collateral without accounting permissible. A security interest is not invalid or fraudulent against creditors by reason of liberty
in the debtor to use, commingle or dispose of all or part of the collateral, including
returned or repossessed goods, or to collect or compromise accounts or chattel paper,
or to accept the return of goods or make repossessions, or to use, commingle or dispose
of proceeds, or by reason of the failure of the secured party to require the debtor to
account for proceeds or replace collateral. This section does not relax the requirements
of possession where perfection of a security interest depends upon possession of the
collateral by the secured party or by a bailee. Sec. 42a-9-206. Agreement not to assert defenses against assignee; modification of sales warranties where security agreement exists. (1) Subject to any statute
or decision which establishes a different rule for buyers or lessees of consumer goods,
an agreement by a buyer or lessee that he will not assert against an assignee any claim
or defense which he may have against the seller or lessor is enforceable by an assignee
who takes his assignment for value, in good faith and without notice of a claim or defense,
except as to defenses of a type which may be asserted against a holder in due course of
a negotiable instrument under article 3. A buyer who as part of one transaction signs
both a negotiable instrument and a security agreement makes such an agreement. Sec. 42a-9-207. Rights and duties when collateral is in secured party's possession. (1) A secured party must use reasonable care in the custody and preservation of
collateral in his possession. In the case of an instrument or chattel paper reasonable care
includes taking necessary steps to preserve rights against prior parties unless otherwise
agreed. Sec. 42a-9-208. Request for statement of account or list of collateral. (1) A
debtor may sign a statement indicating what he believes to be the aggregate amount of
unpaid indebtedness as of a specified date and may send it to the secured party with a
request that the statement be approved or corrected and returned to the debtor. When the
security agreement or any other record kept by the secured party identifies the collateral a
debtor may similarly request the secured party to approve or correct a list of the collateral. Sec. 42a-9-209. Agreement for security in household furniture. Any agreement
for security in household furniture owned and in the possession of an individual or
family and used primarily for housekeeping purposes shall be effective only to the extent
that the agreement involves a purchase money security interest as defined in section
42a-9-107. Sec. 42a-9-301. Persons who take priority over unperfected security interests;
"lien creditor". (1) Except as otherwise provided in subsection (2) of this section, an
unperfected security interest is subordinate to the rights of (a) persons entitled to priority
under section 42a-9-312; (b) a person who becomes a lien creditor before the security
interest is perfected; (c) in the case of goods, instruments, documents, and chattel paper,
a person who is not a secured party and who is a transferee in bulk or other buyer not
in ordinary course of business, or is a buyer of farm products in ordinary course of
business, to the extent that he gives value and receives delivery of the collateral without
knowledge of the security interest and before it is perfected; (d) in the case of accounts,
general intangibles and investment property, a person who is not a secured party and
who is a transferee to the extent that he gives value without knowledge of the security
interest and before it is perfected. Sec. 42a-9-302. When filing is required to perfect security interest; security
interests to which filing provisions of this article do not apply. (1) A financing statement must be filed to perfect all security interests except the following: (a) A security
interest in collateral in possession of the secured party under section 42a-9-305; (b) a
security interest temporarily perfected in instruments, certificated securities or documents without delivery under section 42a-9-304 or in proceeds for a ten-day period
under section 42a-9-306; (c) a security interest created by an assignment of a beneficial
interest in a trust or a decedent's estate; (d) a purchase money security interest in consumer goods; but filing is required for a motor vehicle required to be registered, and
fixture filing is required for priority over conflicting interests in fixtures to the extent
provided in section 42a-9-313; (e) an assignment of accounts which does not alone or
in conjunction with other assignments to the same assignee transfer a significant part
of the outstanding accounts of the assignor; (f) a security interest of a collecting bank
as provided in section 42a-4-210 or arising under article 3 of this title or covered in
subsection (3) of this section; (g) an assignment for the benefit of all the creditors of
the transferor, and subsequent transfers by the assignee thereunder; (h) a security interest
in investment property which is perfected without filing under section 42a-9-115 or
42a-9-116. Sec. 42a-9-303. When security interest is perfected; continuity of perfection.
(1) A security interest is perfected when it has attached and when all of the applicable
steps required for perfection have been taken. Such steps are specified in sections 42a-
9-302, 42a-9-304, 42a-9-305 and 42a-9-306. If such steps are taken before the security
interest attaches, it is perfected at the time when it attaches. Sec. 42a-9-304. Perfection of security interest in instruments, documents, proceeds of a written letter of credit and goods covered by documents; perfection by
permissive filing; temporary perfection without filing or transfer of possession. (1)
A security interest in chattel paper or negotiable documents may be perfected by filing.
A security interest in the rights to proceeds of a written letter of credit can be perfected
only by the secured party's taking possession of the letter of credit. A security interest
in money or instruments, other than instruments which constitute part of chattel paper,
can be perfected only by the secured party's taking possession, except as provided in
subsections (4) and (5) of this section and subsections (2) and (3) of section 42a-9-306,
on proceeds. Sec. 42a-9-305. When possession by secured party perfects security interest
without filing. A security interest in goods, instruments, money, negotiable documents
or chattel paper may be perfected by the secured party's taking possession of the collateral. A security interest in the right to proceeds of a written letter of credit may be
perfected by the secured party's taking possession of the letter of credit. If such collateral
other than goods covered by a negotiable document is held by a bailee, the secured party
is deemed to have possession from the time the bailee receives notification of the secured
party's interest. A security interest is perfected by possession from the time possession
is taken without relation back and continues only so long as possession is retained, unless
otherwise specified in this article. The security interest may be otherwise perfected as
provided in this article before or after the period of possession by the secured party. Sec. 42a-9-306. "Proceeds"; secured party's rights on disposition of collateral.
(1) "Proceeds" includes whatever is received upon the sale, exchange, collection or
other disposition of collateral or proceeds. Insurance payable by reason of loss or damage
to the collateral is proceeds, except to the extent that it is payable to a person other than
a party to the security agreement. Money, checks, deposit accounts and the like are "cash
proceeds". All other proceeds are "noncash proceeds". Sec. 42a-9-307. Protection of buyers of goods. (1) A buyer in ordinary course of
business as defined by subsection (9) of section 42a-1-201 other than a person buying
farm products from a person engaged in farming operations takes free of a security
interest created by his seller even though the security interest is perfected and even
though the buyer knows of its existence. Sec. 42a-9-308. Purchase of chattel paper and instruments. A purchaser of chattel paper or an instrument, who gives new value and takes possession of it in the ordinary
course of his business has priority over a security interest in the chattel paper or instrument (a) which is perfected under section 42a-9-304 or under section 42a-9-306 if he
acts without knowledge that the specific paper or instrument is subject to a security
interest; or (b) which is claimed merely as proceeds of inventory subject to a security
interest as provided in section 42a-9-306 even though he knows that the specific paper
is subject to the security interest. Sec. 42a-9-309. Protection of purchasers of instruments, documents and securities. Nothing in this article limits the rights of a holder in due course of a negotiable
instrument, as defined in section 42a-3-302, or a holder to whom a negotiable document
of title has been duly negotiated as provided in section 42a-7-501 or a protected purchaser
of a security as provided in section 42a-8-303 and such holders or purchasers take priority
over an earlier security interest even though perfected. Filing under this article does not
constitute notice of the security interest to such holders or purchasers. Sec. 42a-9-310. Priority of certain liens arising by operation of law. When a
person in the ordinary course of his business furnishes services or materials with respect
to goods subject to a security interest, a lien upon goods in the possession of such person
given by statute or rule of law for such materials or services takes priority over a perfected
security interest unless the lien is statutory and the statute expressly provides otherwise. Sec. 42a-9-311. Alienability of debtor's rights; judicial process. The debtor's
rights in collateral may be voluntarily or involuntarily transferred, by way of sale, creation of a security interest, attachment, levy, garnishment or other judicial process,
notwithstanding a provision in the security agreement prohibiting any transfer or making
the transfer constitute a default. Sec. 42a-9-312. Priorities among conflicting security interests in the same collateral. (1) The rules of priority stated in other sections of this part and in the following
sections shall govern when applicable: Section 42a-4-210 with respect to the security
interest of collecting banks in items being collected, accompanying documents and
proceeds; section 42a-9-103a on security interests related to other jurisdictions; section
42a-9-114 on consignments; section 42a-9-115 on security interests in investment
property. Sec. 42a-9-313. Priority of security interests in fixtures. (1) In this section and
in the provisions of part 4 of this article referring to fixture filing, unless the context
otherwise requires (a) goods are "fixtures" when they become so related to particular
real estate that an interest in them arises under real estate law; (b) a "fixture filing" is
the filing in the office where a mortgage on the real estate would be filed or recorded
of a financing statement covering goods which are or are to become fixtures and conforming to the requirements of subsection (5) of section 42a-9-402; (c) a mortgage is
a "construction mortgage" to the extent that it secures an obligation incurred for the
construction of an improvement on land including the acquisition cost of the land, if
the recorded writing so indicates.
(1959, P.A. 133, S. 9-101.)
Annotations to former statutes:
(1958 Rev., Chapter 709): Trust receipts in relation to conditional sales. 129 C. 446.
(1958 Rev., S. 42-77): Under the act of 1893 conditions under which the original vendor could replevy the goods sold
under an unrecorded contract of sale, from a bona fide purchaser for value. 63 C. 436. Statute has not changed the law de
retention of possession by the vendor. 70 C. 510; 77 C. 38; 101 C. 562. Statute applies only to contracts by which the title
is not to pass upon delivery but upon the performance of some subsequent condition. 71 C. 165. Conditional sale made in
New York to be performed in Connecticut is to be governed by the law of this state. 73 C. 133; 104 C. 564. Where contract
requires vendee to make weekly payments and also to pay in full within one year, vendor may retake for default in either
requirement. 76 C. 221. Failure to record within two months held to be unreasonable; fixture in building. 75 C. 165.
Recording before acknowledgment and later recording after acknowledgment held insufficient. 87 C. 369. What considered
in determining whether writing is mortgage or conditional sale. 81 C. 711. "Contract" includes what; purpose of requiring
record; that person taking acknowledgment was vendor's agent immaterial. 77 C. 276. "Household furniture"; linoleum
for floor covering held to be. 78 C. 273. Lease, giving right to purchase, and providing for application of rentals paid on
price not necessarily to be construed as conditional sale. 79 C. 419. Agreement in form of lease held to be a conditional
sale. 95 C. 181; 97 C. 574; 104 C. 563. Vendee cannot be compelled to continue payments where creditor attaches piano,
then takes assignment from vendor and rests on latter. 79 C. 570. One who attaches interest of vendee stands in his shoes
as regards payments. 79 C. 573; 80 C. 389. Destruction of property will not relieve vendee of obligation to pay. 89 C. 232.
Where agreement of conditional sale provides that vendor may elect to treat it as straight bill of sale, no notice of election
is necessary and suit may be brought for balance due. 96 C. 449. Sales and assignments of excepted articles need not be
in writing. 98 C. 216. Electric light fixtures held household furniture. 101 C. 3. Cited. 105 C. 586; 113 C. 481; 132 C. 288.
Distinction between mortgage and conditional bill of sale. 107 C. 527. Between trust receipt and conditional sale. 116 C.
490. Conditional bill of sale to retail dealer does not hold against retail customer without knowledge. 107 C. 365. Contract
construed to be conditional though without express provision that title shall remain in seller. 112 C. 615. Not a conditional
bill of sale where goods delivered are not described in it. 114 C. 71. Under former statute contract for sale of portable
building could be recorded in town where real estate was situated. 116 C. 368. Certificate sufficient which identifies
subscriber, specifies the writing subscribed, states capacity in which he executed and certifies his acknowledgment. 114
C. 518; 120 C. 50. As against subsequent vendees, failure to acknowledge renders sale absolute. 113 C. 542. Where both
vendor and vendee execute instrument, both must acknowledge. 114 C. 514; 123 C. 438. Where corporation executes,
certificate must disclose that person acknowledging was acting as officer or agent. 114 C. 514. Signing by treasurer on
behalf of corporation and acknowledgment by him individually does not comply with statute. Id. Nor does signing by
individual and acknowledgment by him on behalf of a corporation. 129 C. 517. Defectively executed contract of conditional
sale may be enforced against vendee by assignee of vendor. 117 C. 457. Where unrecorded conditional sale contract is
cancelled, recording of new contract with different terms within reasonable time is sufficient compliance with statute,
where no rights of third parties have intervened. 120 C. 585. Attaching creditor of conditional vendee is limited by whatever
conditions vendor and vendee agreed upon. 129 C. 232. Instrument with obvious error in date held not to describe all
conditions of sale. 127 C. 199. Where trustee under trust receipt had power to sell, conditional sales contract did not
inaccurately describe him as seller and, as entruster had lien not title, it did not inaccurately represent title to be in seller.
129 C. 446. Leaving blank the day of the month on which instalment payments must be met is not compliance with statute.
Acknowledgment of corporate signature must be certified. 137 C. 541. The failure of a contract to mention the sales tax
is not such a failure to describe the condition of the sale as would make the reservation of title in the seller invalid as against
an attaching creditor of the buyer. Unilateral contract does not require signature or acknowledgment of the seller. 144 C.
311. Purposes of section. Liberally construed toward those for whose protection it was enacted. 146 C. 64. Provides
unequivocally that all of the conditions shall be expressed in writing. Id.
Creditors may attack a conditional sale not complying with statute notwithstanding that they had actual notice. 1 CS
123. Taking of possession essential to a sale. Id., 160. Substitution of original conditional bill of sale for another not
complying with statute renders latter a chattel mortgage in form. 2 CS 32. Conditional bill of sale not executed in conformity
with this section is absolute sale. 3 CS 71. Conditions under which filing time was held unreasonable. 9 CS 284. Statute
protects those who may be led to believe in the apparent ownership of the vendee by indicia of ownership. 10 CS 455.
There is no duty to file a so-called extension agreement purporting to modify or alter the original agreement. 11 CS 277.
Not applicable to chattel mortgage. Id., 403. Acknowledgment sufficient which identifies the subscriber, specifies the
writing subscribed, states the capacity in which he executed it and certifies his acknowledgment thereof. 17 CS 29.
(1958 Rev., S. 42-79): Receiver held not to be "personal representative," but rather the agent of creditors. 70 C. 228;
71 C. 366; 87 C. 369; 104 C. 568; 105 C. 586; 114 C. 71. Trustee in insolvency of conditional vendee under an unrecorded
contract takes an absolute title; his actual knowledge of the terms of sale is immaterial. 70 C. 324. Cited. 72 C. 509. If bill
of sale not recorded, sale is absolute as to trustee in bankruptcy of vendee; right of one who purchases from him. 75 C.
635. Purpose of provision; who may attack vendor's title, in absence of recording. 87 C. 369; 94 C. 569. Effect of conditional
sale of mortgaged chattels with assumption of mortgage by buyer. 95 C. 181, 185. Vendee, with notice, of a conditional
vendee, is not a personal representative but cannot take advantage of defects in instrument. 102 C. 393. Assignment for
benefit of creditors where all but one release claims and attachments; held that they, or their committee taking assignment,
are not "personal representatives" of debtor; defectively executed or recorded conditional bill of sale is unenforceable
against them. 105 C. 586. Aliter if assignment is without consideration. Id. A purchaser from conditional vendee having
actual or implied authority to resell is not affected by recording of such conditional sale; so in case of purchaser of automobile
from retail dealer. 107 C. 366. Against subsequent vendees, failure to acknowledge renders sale absolute. 113 C. 542.
Statutes do not render invalid as between the parties defectively executed conditional sale contracts. 117 C. 460. Purported
conditional sale held to be chattel mortgage in effect. 116 C. 487. Trust receipt compared with conditional sale, chattel
mortgage and consignment. Id., 490. Where acknowledgment is incorrect on its face, creditor or purchaser is justified in
dealing with article as property of the vendee. 123 C. 445. Not necessary to show reliance on apparent ownership of car
to take advantage of defective bill of sale. 127 C. 199. Cited. 112 C. 615; 113 C. 481; 114 C. 515; 120 C. 53; 129 C. 517.
Former statute construed. 116 C. 369. Failure to state date of instalment payments and improper acknowledgment, render
sale absolute as to creditors of vendee. 137 C. 541. Parties are competent to agree that fixtures are to remain personalty as
between themselves even though the system might be in all other aspects a permanent part of the real estate. 144 C. 499.
Cited. 1 CS 108. Where plaintiff's conditional vendors failed to repossess the property, creditors were entitled to attach
and replevy. Id., 123. Cited. 3 CS 71; 11 CS 277. Greenhouse held part of land and could not be removed. 4 CS 56. An
attaching creditor may attach property sold under an unfiled conditional bill of sale notwithstanding that he has actual
knowledge of it and its terms. 9 CS 284. Oil burner sold under contract of conditional sale, which was installed in furnace,
was held not to be a fixture. 10 CS 455. No comparable statute providing for chattel mortgages. Id., 403. Cited. 17 CS 29.
Annotations to present section:
Cited. 4 CA 58, 63.
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(2) This article applies to security created by contract including pledge, assignment,
chattel mortgage, chattel trust, trust deed, factor's lien, equipment trust, conditional sale,
trust receipt, other lien or title retention contract and lease or consignment intended as
security. This article does not apply to statutory liens except as provided in section 42a-
9-310.
(3) The application of this article to a security interest in a secured obligation is not
affected by the fact that the obligation is itself secured by a transaction or interest to
which this article does not apply.
(1959, P.A. 133, S. 9-102; P.A. 76-369, S. 7.)
History: P.A. 76-369 amended Subsec. (1) to delete exception re provisions of Sec. 42a-9-103 on multiple state transactions, to delete redundant clause which had specified that article applies "so far as concerns any personal property and
fixtures within the jurisdiction of this state" and to delete references to contract rights as personal property or fixtures.
Cited. 44 CS 156, 159.
Subsec. (1):
Subdiv. (a): Cited. 165 C. 364, 367.
Cited. 25 CS 335. Cited. 38 CS 98, 101. Subdiv. (a) cited. 40 CS 475, 477.
Subsec. (2):
Cited. 25 CS 335.
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(1959, P.A. 133, S. 9-103; 1963, P.A. 526, S. 21; P.A. 76-369, S. 8.)
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(2) Certificate of title. (a) Subsection (2) applies to goods covered by a certificate
of title issued under a statute of this state or of another jurisdiction under the law of
which indication of a security interest on the certificate is required as a condition of
perfection; (b) except as otherwise provided in this subsection, perfection and the effect
of perfection or nonperfection of the security interest are governed by the law, including
the conflict of laws rules, of the jurisdiction issuing the certificate until four months
after the goods are removed from that jurisdiction and thereafter until the goods are
registered in another jurisdiction, but in any event not beyond surrender of the certificate.
After the expiration of such period, the goods are not covered by the certificate of title
within the meaning of this section; (c) except with respect to the rights of a buyer described in subdivision (d), a security interest, perfected in another jurisdiction otherwise
than by notation on a certificate of title, in goods brought into this state and thereafter
covered by a certificate of title issued by this state is subject to the rules stated in subdivision (d) of subsection (1) of this section; (d) if goods are brought into this state while a
security interest therein is perfected in any manner under the law of the jurisdiction from
which the goods are removed and a certificate of title is issued by this state and the
certificate does not show that the goods are subject to the security interest or that they
may be subject to security interests not shown on the certificate, the security interest is
subordinate to the rights of a buyer of the goods who is not in the business of selling
goods of that kind to the extent that he gives value and receives delivery of the goods
after issuance of the certificate and without knowledge of the security interest.
(3) Accounts, general intangibles and mobile goods. (a) Subsection (3) applies
to accounts, other than an account described in subsection (5) of this section on minerals,
and general intangibles, other than certificated securities and to goods which are mobile
and which are of a type normally used in more than one jurisdiction, such as motor
vehicles, trailers, rolling stock, airplanes, shipping containers, road building and construction machinery and commercial harvesting machinery and the like, if the goods are
equipment or are inventory leased or held for lease by the debtor to others, and are not
covered by a certificate of title described in subsection (2) of this section; (b) the law,
including the conflict of laws rules, of the jurisdiction in which the debtor is located
governs the perfection and the effect of perfection or nonperfection of the security interest; (c) if, however, the debtor is located in a jurisdiction which is not a part of the United
States, and which does not provide for perfection of the security interest by filing or
recording in that jurisdiction, the law of the jurisdiction in the United States in which
the debtor has its major executive office in the United States governs the perfection and
the effect of perfection or nonperfection of the security interest through filing. In the
alternative, if the debtor is located in a jurisdiction which is not a part of the United
States or Canada and the collateral is accounts or general intangibles for money due or
to become due, the security interest may be perfected by notification to the account
debtor. As used in this subdivision, "United States" includes its territories and possessions and the Commonwealth of Puerto Rico; (d) a debtor shall be deemed located at
his place of business if he has one, at his chief executive office if he has more than one
place of business, otherwise at his residence. If, however, the debtor is a foreign air
carrier under the Federal Aviation Act of 1958, as amended, it shall be deemed located
at the designated office of the agent upon whom service of process may be made on
behalf of the foreign air carrier; (e) a security interest perfected under the law of the
jurisdiction of the location of the debtor is perfected until the expiration of four months
after a change of the debtor's location to another jurisdiction, or until perfection would
have ceased by the law of the first jurisdiction, whichever period first expires. Unless
perfected in the new jurisdiction before the end of that period, it becomes unperfected
thereafter and is deemed to have been unperfected as against a person who became a
purchaser after the change.
(4) Chattel paper. The rules stated for goods in subsection (1) of this section apply
to a possessory security interest in chattel paper. The rules stated for accounts in subsection (3) of this section apply to a nonpossessory security interest in chattel paper, but
the security interest may not be perfected by notification to the account debtor.
(5) Minerals. Perfection and the effect of perfection or nonperfection of a security
interest which is created by a debtor who has an interest in minerals or the like, including
oil and gas, before extraction and which attaches thereto as extracted, or which attaches
to an account resulting from the sale thereof at the wellhead or minehead are governed
by the law, including the conflict of laws rules, of the jurisdiction wherein the wellhead
or minehead is located.
(6) Investment property. (a) This subsection applies to investment property.
(b) Except as otherwise provided in subdivision (f) of this subsection, during the
time that a security certificate is located in a jurisdiction, perfection of a security interest,
the effect of perfection or nonperfection, and the priority of a security interest in the
certificated security represented thereby are governed by the local law of that jurisdiction.
(c) Except as otherwise provided in subdivision (f) of this subsection, perfection of
a security interest, the effect of perfection or nonperfection and the priority of a security
interest in an uncertificated security are governed by the local law of the issuer's jurisdiction as specified in subsection (d) of section 42a-8-110.
(d) Except as otherwise provided in subdivision (f) of this subsection, perfection
of a security interest, the effect of perfection or nonperfection and the priority of a
security interest in a security entitlement or securities account are governed by the local
law of the securities intermediary's jurisdiction as specified in subsection (e) of section
42a-8-110.
(e) Except as otherwise provided in subdivision (f) of this subsection, perfection of
a security interest, the effect of perfection or nonperfection and the priority of a security
interest in a commodity contract or commodity account are governed by the local law
of the commodity intermediary's jurisdiction. The following rules determine a "commodity intermediary's jurisdiction" for purposes of this subdivision:
(i) If an agreement between the commodity intermediary and commodity customer
specifies that it is governed by the law of a particular jurisdiction, that jurisdiction is
the commodity intermediary's jurisdiction.
(ii) If an agreement between the commodity intermediary and commodity customer
does not specify the governing law as provided in subparagraph (i) of this subdivision,
but expressly specifies that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
(iii) If an agreement between the commodity intermediary and commodity customer
does not specify a jurisdiction as provided in subparagraph (i) or (ii) of this subdivision,
the commodity intermediary's jurisdiction is the jurisdiction in which is located the
office identified in an account statement as the office serving the commodity customer's
account.
(iv) If an agreement between the commodity intermediary and commodity customer
does not specify a jurisdiction as provided in subparagraph (i) or (ii) of this subdivision
and an account statement does not identify an office serving the commodity customer's
account as provided in subparagraph (iii) of this subdivision, the commodity intermediary's jurisdiction is the jurisdiction in which is located the chief executive office of the
commodity intermediary.
(f) Perfection of a security interest by filing, automatic perfection of a security
interest in investment property granted by a broker or securities intermediary and automatic perfection of a security interest in a commodity contract or commodity account
granted by a commodity intermediary are governed by the local law of the jurisdiction
in which the debtor is located.
(P.A. 76-369, S. 9; P.A. 77-604, S. 25, 84; P.A. 79-435, S. 45; P.A. 96-198, S. 20; P.A. 97-182 S. 52.)
History: P.A. 77-604 made technical correction in Subsec. (3)(a), removing comma following "described in subsection
(5) of this section"; P.A. 79-435 specified in Subsec. (3) that subsection applies to accounts "other than certificated securities" and added Subsec. (6) re uncertificated securities; P.A. 96-198 amended Subsec. (1) to make it applicable to "rights
to proceeds of written letters of credit"; P.A. 97-182 amended Subsec. (6) to specify choice of law rules for perfection of
security interests in investment property by adding Subdiv. (a) to provide that said Subsec. applies to investment property,
adding Subdiv. (b) re certificated securities, designating existing provisions re uncertificated securities as Subdiv. (c) and
rephrasing said Subdiv., adding Subdiv. (d) re security entitlements and securities accounts, adding Subdiv. (e) re commodity contracts or commodity accounts and adding Subdiv. (f) re exception to choice of law rules.
Annotation to former section 42a-9-103(3):
Auto brought into Connecticut with perfected interest has perfected interest for four months without filing. 6 Conn.
Cir. Ct. 499.
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(1959, P.A. 133, S. 9-104; P.A. 76-369, S. 10; P.A. 96-198, S. 21.)
History: P.A. 76-369 deleted specific reference to Ship Mortgage Act in Subdiv. (a), exempted transfer by governments
or governmental agencies rather than equipment trusts covering railway rolling stock in Subdiv. (e), clarified exemption
re contract rights and added transfers of single accounts as satisfaction of preexisting indebtedness in Subdiv. (f), added
exception re proceeds in Subdiv. (g), specified applicability to judgments "taken on a right to payment which was collateral"
in Subdiv. (h) and clarified exemption for deposit accounts in Subdiv. (k), adding exception re proceeds; P.A. 96-198
added Subdiv. (m) making article inapplicable to a transfer of an interest in a letter of credit other than the rights to proceeds
of a written letter of credit.
Cited. 161 C. 242.
Cited. 38 CS 98, 101.
Subdiv. (g):
Cited. 38 CS 98, 101.
Subdiv. (j):
Cited. 183 C. 369, 372.
Cited. 40 CA 616, 624.
Cited. 44 CS 156, 159.
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(2) Other definitions applying to this article and the sections in which they appear are:
"Account". Section 42a-9-106.
"Attach". Section 42a-9-203.
"Commodity contract". Section 42a-9-115.
"Commodity customer". Section 42a-9-115.
"Commodity intermediary". Section 42a-9-115.
"Construction mortgage". Section 42a-9-313(1).
"Consumer goods". Section 42a-9-109(1).
"Control". Section 42a-9-115.
"Equipment". Section 42a-9-109(2).
"Farm products". Section 42a-9-109(3).
"Fixture". Section 42a-9-313.
"Fixture filing". Section 42a-9-313.
"General intangibles". Section 42a-9-106.
"Inventory". Section 42a-9-109(4).
"Investment property". Section 42a-9-115.
"Lien creditor". Section 42a-9-301(3).
"Proceeds". Section 42a-9-306(1).
"Purchase money security interest". Section 42a-9-107.
"United States". Section 42a-9-103a.
(3) The following definitions in other articles apply to this article:
"Broker". Section 42a-8-102.
"Certificated security". Section 42a-8-102.
"Check". Section 42a-3-104.
"Clearing corporation". Section 42a-8-102.
"Contract for sale". Section 42a-2-106.
"Control". Section 42a-8-106.
"Delivery". Section 42a-8-301.
"Entitlement holder". Section 42a-8-102.
"Financial asset". Section 42a-8-102
"Holder in due course". Section 42a-3-302.
"Letter of credit". Section 42a-5-102.
"Note". Section 42a-3-104.
"Proceeds of a letter of credit". Section 42a-5-114(a).
"Sale". Section 42a-2-106.
"Securities intermediary". Section 42a-8-102.
"Security". Section 42a-8-102.
"Security certificate". Section 42a-8-102.
"Security entitlement". Section 42a-8-102.
"Uncertificated security". Section 42a-8-102.
(4) In addition article 1 contains general definitions and principles of construction
and interpretation applicable throughout this article.
(1959, P.A. 133, S. 9-105; P.A. 76-369, S. 11; P.A. 79-435, S. 46; P.A. 85-246, S. 20; P.A. 96-198, S. 22; P.A. 97-182,
S. 53.)
History: P.A. 76-369 deleted references to contract rights throughout section, redefined "chattel paper" to specifically
exclude charters or contracts involving use or hire of vessels, redefined "document" to include receipts described in Sec.
42a-7-201(2), redefined "goods" to exclude minerals before extraction and to include standing timber, and defined "deposit
account", "encumbrance", "mortgage", advances made "pursuant to commitment", and "transmitting utility" in Subsec.
(1) and to add referrals to "attach", "construction mortgage", "fixture", "fixture filing" and "United States" in Subsec. (2);
P.A. 79-435 specified "certificated" securities in definition of "instrument"; P.A. 85-246 deleted reference to street railway
or trolley bus business in Subsec. (1); P.A. 96-198 amended Subsec. (3) to add "Letter of credit. Section 42a-5-102." and
"Proceeds of a letter of credit. Section 42a-5-114(a)."; P.A. 97-182 amended Subsec. (1) to redefine "goods" to exclude
"investment property" and redefine "instrument" to delete from the meaning "a certificated security, as defined in section
42a-8-102" and specify that the term does not include investment property, amended Subsec. (2) to add referrals for
"commodity contract", "commodity customer", "commodity intermediary", "control" and "investment property" and
amended Subsec. (3) to add referrals for "broker", "certificated security", "clearing corporation", "control", "delivery",
"entitlement holder", "financial asset", "securities intermediary", "security", "security certificate", "security entitlement"
and "uncertificated security".
"Agreement" means the bargain of the parties in fact as found in their language or by implication from other circumstances. 168 C. 152, 157.
Subsec. (1):
Subdiv. (b) cited. 182 C. 437, 440.
Subdiv. (d) cited. 34 CS 632, 634.
Cited. 5 Conn. Cir. Ct. 406.
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(1959, P.A. 133, S. 9-106; P.A. 76-369, S. 12; P.A. 96-198, S. 23; P.A. 97-182, S. 54.)
History: P.A. 76-369 redefined "account" to specify right to payment "whether or not it has been earned by performance",
deleted definition of "contract right", redefined "general intangibles" to include money and added provision re charter or
contract involving use or hire of vessel; P.A. 96-198 redefined "general intangibles" to exclude "rights to proceeds of
written letters of credit"; P.A. 97-182 redefined "general intangibles" to exclude investment property.
Cited. 185 C. 583, 594.
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(1959, P.A. 133, S. 9-107.)
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(1959, P.A. 133, S. 9-108.)
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(1959, P.A. 133, S. 9-109.)
Connecticut has strong public policy of protecting purchasers of consumer goods. 158 C. 543. The definition of "goods"
includes "inventory." 168 C. 152. Cited. 209 C. 163, 168. Cited. 221 C. 530, 538.
Subdiv. (1):
Cited. 182 C. 437, 441.
Subdiv. (4):
Cited. 212 C. 167, 173.
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(1959, P.A. 133, S. 9-110.)
Cited. 25 CS 335.
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(1959, P.A. 133, S. 9-111; P.A. 93-107, S. 4.)
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(1959, P.A. 133, S. 9-112.)
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(1959, P.A. 133, S. 9-113.)
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(2) In the case of a consignment which is not a security interest and in which the
conditions or requirements of subsection (1) of this section have not been met, a person
who delivers goods to another is subordinate to a person who would have a perfected
security interest in the goods if they were the property of the debtor.
(P.A. 76-369, S. 13; P.A. 93-314, S. 1.)
History: P.A. 93-314 amended Subsec. (1) to add provision giving priority to a person who delivers goods under a
consignment "if the goods delivered are consumer goods and the consignor is not in the business of consigning goods"
and amended Subsec. (2) to add "conditions or".
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(a) "Commodity account" means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.
(b) "Commodity contract" means a commodity futures contract, an option on a
commodity futures contract, a commodity option, or other contract that, in each case,
is: (i) Traded on or subject to the rules of a board of trade that has been designated as
a contract market for such a contract pursuant to the federal commodities laws; or (ii)
traded on a foreign commodity board of trade, exchange or market, and is carried on
the books of a commodity intermediary for a commodity customer.
(c) "Commodity customer" means a person for whom a commodity intermediary
carries a commodity contract on its books.
(d) "Commodity intermediary" means: (i) A person who is registered as a futures
commission merchant under the federal commodities laws; or (ii) a person who in the
ordinary course of his business provides clearance or settlement services for a board of
trade that has been designated as a contract market pursuant to the federal commodities laws.
(e) "Control" with respect to a certificated security, uncertificated security or security entitlement has the meaning specified in section 42a-8-106. A secured party has
control over a commodity contract if by agreement among the commodity customer,
the commodity intermediary and the secured party, the commodity intermediary has
agreed that it will apply any value distributed on account of the commodity contract as
directed by the secured party without further consent by the commodity customer. If
a commodity customer grants a security interest in a commodity contract to its own
commodity intermediary, the commodity intermediary as secured party has control. A
secured party has control over a securities account or commodity account if the secured
party has control over all security entitlements or commodity contracts carried in the
securities account or commodity account.
(f) "Investment property" means: (i) A security, whether certificated or uncertificated; (ii) a security entitlement; (iii) a securities account; (iv) a commodity contract;
or (v) a commodity account.
(2) Attachment or perfection of a security interest in a securities account is also
attachment or perfection of a security interest in all security entitlements carried in the
securities account. Attachment or perfection of a security interest in a commodity account is also attachment or perfection of a security interest in all commodity contracts
carried in the commodity account.
(3) A description of collateral in a security agreement or financing statement is
sufficient to create or perfect a security interest in a certificated security, uncertificated
security, security entitlement, securities account, commodity contract or commodity
account whether it describes the collateral by those terms, or as investment property,
or by description of the underlying security, financial asset or commodity contract.
A description of investment property collateral in a security agreement or financing
statement is sufficient if it identifies the collateral by specific listing, by category, by
quantity, by a computational or allocational formula or procedure, or by any other
method, if the identity of the collateral is objectively determinable.
(4) Perfection of a security interest in investment property is governed by the following rules:
(a) A security interest in investment property may be perfected by control.
(b) Except as otherwise provided in subdivisions (c) and (d) of this subsection, a
security interest in investment property may be perfected by filing.
(c) If the debtor is a broker or securities intermediary, a security interest in investment property is perfected when it attaches. The filing of a financing statement with
respect to a security interest in investment property granted by a broker or securities
intermediary has no effect for purposes of perfection or priority with respect to that
security interest.
(d) If a debtor is a commodity intermediary, a security interest in a commodity
contract or a commodity account is perfected when it attaches. The filing of a financing
statement with respect to a security interest in a commodity contract or a commodity
account granted by a commodity intermediary has no effect for purposes of perfection
or priority with respect to that security interest.
(5) Priority between conflicting security interests in the same investment property
is governed by the following rules:
(a) A security interest of a secured party who has control over investment property
has priority over a security interest of a secured party who does not have control over
the investment property.
(b) Except as otherwise provided in subdivisions (c) and (d) of this subsection,
conflicting security interests of secured parties each of whom has control rank equally.
(c) Except as otherwise agreed by the securities intermediary, a security interest in
a security entitlement or a securities account granted to the debtor's own securities
intermediary has priority over any security interest granted by the debtor to another
secured party.
(d) Except as otherwise agreed by the commodity intermediary, a security interest
in a commodity contract or a commodity account granted to the debtor's own commodity
intermediary has priority over any security interest granted by the debtor to another
secured party.
(e) Conflicting security interests granted by a broker, a securities intermediary or
a commodity intermediary which are perfected without control rank equally.
(f) In all other cases, priority between conflicting security interests in investment
property is governed by subsections (5), (6) and (7) of section 42a-9-312. Subsection
(4) of section 42a-9-312 does not apply to investment property.
(6) If a security certificate in registered form is delivered to a secured party pursuant
to agreement, a written security agreement is not required for attachment or enforceability of the security interest, delivery suffices for perfection of the security interest, and
the security interest has priority over a conflicting security interest perfected by means
other than control, even if a necessary endorsement is lacking.
(P.A. 97-182, S. 55; P.A. 98-93, S. 13, 15.)
History: P.A. 98-93 redefined "investment property" to include a securities account, effective July 1, 1998.
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(2) If a certificated security, or other financial asset represented by a writing which
in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment is delivered pursuant to an agreement between persons in the business of dealing with such securities or financial assets and the agreement calls for delivery versus payment, the person delivering the certificate or other financial asset has a
security interest in the certificated security or other financial asset securing the seller's
right to receive payment. A security agreement is not required for attachment or enforceability of the security interest, and the security interest is automatically perfected.
(P.A. 97-182, S. 56.)
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VALIDITY OF SECURITY AGREEMENT AND RIGHTS
OF PARTIES THERETO
(1959, P.A. 133, S. 9-201.)
Cited. 168 C. 152. Cited. 211 C. 613, 621.
Cited. 18 CA 265, 270.
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(1959, P.A. 133, S. 9-202.)
Cited. 4 CA 58, 64.
Cited. 25 CS 335.
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(2) A security interest attaches when it becomes enforceable against the debtor with
respect to the collateral. Attachment occurs as soon as all of the events specified in
subsection (1) have taken place unless explicit agreement postpones the time of attaching.
(3) Unless otherwise agreed a security agreement gives the secured party the rights
to proceeds provided by section 42a-9-306.
(4) A transaction, although subject to this article, is also subject to sections 36a-
555 to 36a-573, inclusive, 36a-770 to 36a-786, inclusive, and section 42a-9-209, and
in the case of conflict between the provisions of this article and any such statute, the
provisions of such statute control. Failure to comply with any applicable statute has
only the effect which is specified therein.
(1959, P.A. 133, S. 9-203; 1961, P.A. 116, S. 10; 1963, P.A. 526, S. 24; P.A. 76-369, S. 14; P.A. 79-435, S. 47; May
Sp. Sess. P.A. 92-11, S. 28, 70; P.A. 97-182, S. 57.)
History: 1961 act corrected section reference in Subsec. (2) to include Sec. 42-98; 1963 act added reference to Sec.
42a-9-209 in Subsec. (2); P.A. 76-369 amended Subsec. (1) to specify that security interest is not enforceable against
debtor or third parties "with respect to the collateral", to delete reference to oil, gas or minerals to be extracted, to specify
cover crops "growing or to be grown", to delete provision which had stated that word "proceeds" is sufficient without
further description in describing collateral and to add Subdivs. (b) and (c), inserted new Subsecs. (2) and (3), renumbering
former Subsec. (2) accordingly; P.A. 79-435 added reference in Subsec. (1) to Sec. 42a-8-321 on security interests; May
Sp. Sess. P.A. 92-11 amended Subsec. (1) to replace reference to Sec. 42a-4-208 with Sec. 42a-4-210; P.A. 97-182 amended
Subsec. (1) to replace reference to "Sec. 42a-8-321 on security interests in securities" with reference to "Secs. 42a-9-115
and 42a-9-116 on security interests in investment property" and to add in Subdiv. (a) "the collateral is investment property
and the secured party has control pursuant to agreement".
Annotation to former statute (1958 Rev., S. 49-93):
Sufficiency of description of chattel mortgage. 147 C. 535.
Annotations to present section:
Security agreement may cover after-acquired property. A security agreement may be established through several writings signed by the same or different debtors. 168 C. 152. Cited. 182 C. 437, 439.
Cited. 4 CA 58, 62, 65.
Subsec. (1):
Cited. 4 CA 58, 63.
Subsec. (4):
Cited. 231 C. 707, 717, 719, 722.
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(2) No security interest attaches under an after-acquired property clause to consumer goods other than accessions as defined in section 42a-9-314 when given as additional security unless the debtor acquires rights in them within ten days after the secured
party gives value.
(3) Obligations covered by a security agreement may include future advances or
other value whether or not the advances or value are given pursuant to commitment.
(1959, P.A. 133, S. 9-204; P.A. 76-369, S. 15.)
History: P.A. 76-369 deleted former Subsecs. (1) to (4)(a) re attachment of security interest and debtor's rights, inserted
new Subsec. (1), designated former Subsec. (4)(b) as Subsec. (2) and renumbered former Subsec. (5) as Subsec. (3).
Security agreement including as collateral all inventory "owned or hereafter acquired" was applicable to inventory
acquired after the agreement was filed. 168 C. 152.
Subsec. (1):
Mere possession of property by debtor does not give him rights in it which he is required to have before it can be
collateral in a security transaction. 25 CS 333.
Subsec. (3):
Cited. 25 CS 335. Cited. 35 CS 73, 75.
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(1959, P.A. 133, S. 9-205; P.A. 76-369, S. 16.)
History: P.A. 76-369 deleted reference to collection or compromise of contract rights.
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(2) When a seller retains a purchase money security interest in goods, article 2
governs the sale and any disclaimer, limitation or modification of the seller's warranties.
(1959, P.A. 133, S. 9-206; 1963, P.A. 526, S. 22.)
History: 1963 act added references to lessees and lessors in Subsec. (1).
See Sec. 52-572g re defenses against holder in due course of instrument in consumer goods credit transaction.
Waiver of defense clause in a consumer goods transaction void as against public policy. 158 C. 543. Court recognizes
power of legislation to validate waiver of defense clauses in a commercial setting. 182 C. 437, 442, 443.
Subsec. (1):
Cited. 182 C. 437, 438, 441, 442.
Cited. 4 CA 102, 104.
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(2) Unless otherwise agreed, when collateral is in the secured party's possession
(a) reasonable expenses, including the cost of any insurance and payment of taxes or
other charges, incurred in the custody, preservation, use or operation of the collateral
are chargeable to the debtor and are secured by the collateral; (b) the risk of accidental
loss or damage is on the debtor to the extent of any deficiency in any effective insurance
coverage; (c) the secured party may hold as additional security any increase or profits,
except money, received from the collateral, but money so received, unless remitted to
the debtor, shall be applied in reduction of the secured obligation; (d) the secured party
must keep the collateral identifiable but fungible collateral may be commingled; (e) the
secured party may repledge the collateral upon terms which do not impair the debtor's
right to redeem it.
(3) A secured party is liable for any loss caused by his failure to meet any obligation
imposed by the preceding subsections but does not lose his security interest.
(4) A secured party may use or operate the collateral for the purpose of preserving
the collateral or its value or pursuant to the order of a court of appropriate jurisdiction
or, except in the case of consumer goods, in the manner and to the extent provided in
the security agreement.
(1959, P.A. 133, S. 9-207.)
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(2) The secured party must comply with such a request within two weeks after
receipt by sending a written correction or approval. If the secured party claims a security
interest in all of a particular type of collateral owned by the debtor he may indicate that
fact in his reply and need not approve or correct an itemized list of such collateral. If
the secured party without reasonable excuse fails to comply he is liable for any loss
caused to the debtor thereby; and if the debtor has properly included in his request a
good faith statement of the obligation or a list of the collateral or both the secured party
may claim a security interest only as shown in the statement against persons misled by
his failure to comply. If he no longer has an interest in the obligation or collateral at the
time the request is received he must disclose the name and address of any successor in
interest known to him and he is liable for any loss caused to the debtor as a result of
failure to disclose. A successor in interest is not subject to this section until a request is
received by him.
(3) A debtor is entitled to such a statement once every six months without charge.
The secured party may require payment of a charge not exceeding ten dollars for each
additional statement furnished.
(1959, P.A. 133, S. 9-208.)
Cited. 221 C. 77, 82.
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(1963, P.A. 526, S. 23.)
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RIGHTS OF THIRD PARTIES; PERFECTED AND
UNPERFECTED SECURITY INTERESTS;
RULES OF PRIORITY
(2) If the secured party files with respect to a purchase money security interest
before or within twenty days after the debtor receives possession of the collateral, he
takes priority over the rights of a transferee in bulk or of a lien creditor which arise
between the time the security interest attaches and the time of filing.
(3) A "lien creditor" means a creditor who has acquired a lien on the property involved by attachment, levy or the like and includes an assignee for benefit of creditors
from the time of assignment, and a trustee in bankruptcy from the date of the filing of
the petition or a receiver in equity from the time of appointment.
(4) A person who becomes a lien creditor while a security interest is perfected takes
subject to the security interest only to the extent that it secures advances made before
he becomes a lien creditor or within forty-five days thereafter or made without knowledge of the lien or pursuant to a commitment entered into without knowledge of the lien.
(1959, P.A. 133, S. 9-301; P.A. 76-369, S. 17; P.A. 93-21, S. 1; P.A. 97-182, S. 58.)
History: P.A. 76-369 added reference to buyers of farm products in Subsec. (1)(c), deleted reference to contract rights
in Subsec. (1)(d), deleted provision in Subsec. (3) which stated "Unless all the creditors represented had knowledge of the
security interest such a representative of creditors is a lien creditor without knowledge even though he personally has
knowledge of the security interest", added Subsec. (4), and changed wording slightly in Subsecs. (1)(a) and (2) for clarity;
P.A. 93-21 amended Subsec. (2) to increase the number of days from "ten" to "twenty" in which the filing of the purchase
money security interest is made after the debtor receives possession of the collateral; P.A. 97-182 amended Subsec. (1) to
add "investment property" in Subdiv. (d).
Cited. 168 C. 152.
Subsec. (1):
Subdivision (a): Cited. 25 CS 336, 338. Subdivision (b): Cited. 33 CS 616.
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(2) If a secured party assigns a perfected security interest, no filing under this article
is required in order to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
(3) The filing of a financing statement otherwise required by this article is not necessary or effective to perfect a security interest in property subject to (a) a statute or treaty
of the United States which provides for a national or international registration or a
national or international certificate of title or which specifies a place of filing different
from that specified in this article for filing of the security interest; or (b) chapter 247,
but during any period in which collateral is inventory held for sale by a person who is
in the business of selling goods of that kind, the filing provisions of part 4 of this article
apply to a security interest in that collateral created by him as debtor; or (c) a certificate
of title statute of another jurisdiction under the law of which indication of a security
interest on the certificate is required as a condition of perfection.
(4) Compliance with a statute or treaty described in subsection (3) of this section
is equivalent to the filing of a financing statement under this article, and a security
interest in property subject to the statute or treaty can be perfected only by compliance
therewith except as provided in section 42a-9-103a on multiple state transactions. Duration and renewal of perfection of a security interest perfected by compliance with the
statute or treaty are governed by the provisions of the statute or treaty; in other respects
the security interest is subject to this article.
(5) A financing statement need not be filed to perfect, and the filing provisions of
this article do not apply to: (a) A security interest in the plant, equipment, apparatus,
transmission or pipe lines, distribution systems or other property of a corporation which
does a light, heat, gas, power, water, telephone or natural gas transmission business in,
or owning property in, more than one town, if such security interest is perfected by
recording under section 49-5; or (b) a security interest in the property of a railroad
company if such security interest is perfected by recording under chapter 282; or (c) a
security interest in the property of a telegraph company, if such security interest is
perfected by recording under chapter 283.
(1959, P.A. 133, S. 9-302; 1961, P.A. 116, S. 11; 573, S. 4; 1963, P.A. 650, S. 2; P.A. 76-369, S. 18; P.A. 79-435, S.
48; P.A. 85-246, S. 21; May Sp. Sess. P.A. 92-11, S. 29, 70; P.A. 97-182, S. 59.)
History: 1961 acts amended Subsec. (4) for conformity with motor vehicle certificate of title act and added Subsec.
(5); 1963 act specified that article provisions do not apply to "a security interest in property in the state of Connecticut
created pursuant to chapter 128"; P.A. 76-369 amended Subsec. (1) to delete exception re purchase money security interest
in farm equipment with purchase price of $2500 or less, unless equipment is a fixture under Sec. 42a-9-313 or a motor
vehicle which must be licensed, inserting in its stead exception re security interest created by assignment of beneficial
interest in trust or estate, to clarify Subdiv. (d), to delete contract rights in Subdiv. (e) and to add Subdiv. (g), deleted former
Subsecs. (3) and (4) which excepted security interests in property in this or other states from filing requirements under
certain circumstances and which outlined perfection of security interest in certain vehicles, inserting new Subsecs. (3) and
(4) in their stead; P.A. 79-435 included "securities as provided in section 42a-8-321" in Subsec. (1)(f); P.A. 85-246 deleted
reference to street railway company in Subsec. (5); May Sp. Sess. P.A. 92-11 amended Subsec. (1)(f) to replace reference
to Sec. 42a-4-208 with Sec. 42a-4-210; P.A. 97-182 amended Subsec. (1) to add "certificated securities" in Subdiv. (b),
delete in Subdiv. (f) a reference to a security interest "in securities as provided in Sec. 42a-8-321" and add Subdiv. (h) re
a security interest in investment property which is perfected without filing under Sec. 42a-9-115 or 42a-9-116.
Cited. 1 CA 595, 598, 602.
Subsec. (1):
Cited. 25 CS 335. Cited. 31 CS 523, 527. Subdivision (e): Cited. 33 CS 616.
Subsec. (2):
Cited. 18 CA 265, 272.
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(2) If a security interest is originally perfected in any way permitted under this
article and is subsequently perfected in some other way under this article, without an
intermediate period when it was unperfected, the security interest shall be deemed to
be perfected continuously for the purposes of this article.
(1959, P.A. 133, S. 9-303.)
Subsec. (1):
Cited. 221 C. 77, 82.
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(2) During the period that goods are in the possession of the issuer of a negotiable
document therefor, a security interest in the goods is perfected by perfecting a security
interest in the document, and any security interest in the goods otherwise perfected
during such period is subject thereto.
(3) A security interest in goods in the possession of a bailee other than one who has
issued a negotiable document therefor is perfected by issuance of a document in the
name of the secured party or by the bailee's receipt of notification of the secured party's
interest or by filing as to the goods.
(4) A security interest in instruments, certificated securities or negotiable documents is perfected without filing or the taking of possession for a period of twenty-one
days from the time it attaches to the extent that it arises for new value given under a
written security agreement.
(5) A security interest remains perfected for a period of twenty-one days without
filing where a secured party having a perfected security interest in an instrument, a
certificated security, a negotiable document or goods in possession of a bailee other
than one who has issued a negotiable document therefor: (a) Makes available to the
debtor the goods or documents representing the goods for the purpose of ultimate sale
or exchange or for the purpose of loading, unloading, storing, shipping, transshipping,
manufacturing, processing or otherwise dealing with them in a manner preliminary to
their sale or exchange, but priority between conflicting security interests in the goods
is subject to subsection (3) of section 42a-9-312; or (b) delivers the instrument or certificated security to the debtor for the purpose of ultimate sale or exchange or of presentation, collection, renewal or registration of transfer.
(6) After the twenty-one-day period in subsections (4) and (5) perfection depends
upon compliance with applicable provisions of this article.
(1959, P.A. 133, S. 9-304; P.A. 76-369, S. 19, 20; P.A. 79-435, S. 49; P.A. 96-198, S. 24; P.A. 97-182, S. 60.)
History: P.A. 76-369 included security interests "in money" in Subsec. (1) and added reference to Subsecs. (2) and (3)
of Sec. 42a-9-306 and specified in Subsec. (5)(a) that priority between conflicting security interests in goods is subject to
Sec. 42a-9-312(3); P.A. 79-435 specified applicability to instruments "other than certificated securities" in Subsecs. (1),
(4) and (5); P.A. 96-198 amended Subsec. (1) to add provision that a security interest in the rights to proceeds of a written
letter of credit can be perfected only by the secured party's taking possession of the letter of credit; P.A. 97-182 amended
Subsecs. (1), (4) and (5) to make provisions applicable to a security interest in a certificated security by deleting the
provisions that excluded certificated securities from the term "instruments" and amended Subsec. (5) to include the delivery
of a certificated security in Subdiv. (b).
Annotation to former statute (1958 Rev., S. 40-62):
Subsec. (4): Sale held to be for new value notwithstanding that part of the consideration was a credit for an automobile
previously returned and sold for the buyer. 7 CS 22.
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(1959, P.A. 133, S. 9-305; P.A. 76-369, S. 21; P.A. 77-604, S. 26, 84; P.A. 79-435, S. 50; P.A. 96-198, S. 25; P.A. 97-
182, S. 61; June Sp. Sess. P.A. 98-1, S. 33, 121.)
History: P.A. 76-369 specified applicability of provisions to security interests in money; P.A. 77-604 made technical
correction; P.A. 79-435 specified applicability to instruments "other than certificated securities"; P.A. 96-198 added provision that a security interest in the right to proceeds of a written letter of credit may be perfected by the secured party's
taking possession of the letter of credit; P.A. 97-182 made provisions applicable to a security interest in certificated securities
by deleting the provision that excluded certificated securities from the term "instrument"; June Sp. Sess. P.A. 98-1 made
a technical change, effective June 24, 1998 (Revisor's note: In codifying this section the Revisors deleted the words "other
than certificated securities" to reflect the deletion of these words by P.A. 97-182).
See Secs. 42a-5-112 and 42a-5-114 re transfer of and assignment of proceeds of letter of credit.
Security interest was perfected by the secured party taking possession of the collateral and prevailed against an attempt
to take possession under a tax warrant the following day. 168 C. 152.
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(2) Except where this article otherwise provides, a security interest continues in
collateral notwithstanding sale, exchange or other disposition thereof unless the disposition was authorized by the secured party in the security agreement or otherwise, and
also continues in any identifiable proceeds including collections received by the debtor.
(3) The security interest in proceeds is a continuously perfected security interest if
the interest in the original collateral was perfected but it ceases to be a perfected security
interest and becomes unperfected ten days after receipt of the proceeds by the debtor
unless (a) a filed financing statement covers the original collateral and the proceeds are
collateral in which a security interest may be perfected by filing in the office or offices
where the financing statement has been filed and, if the proceeds are acquired with cash
proceeds, the description of collateral in the financing statement indicates the types of
property constituting the proceeds; or (b) a filed financing statement covers the original
collateral and the proceeds are identifiable cash proceeds; or (c) the original collateral
was investment property and the proceeds are identifiable cash proceeds; or (d) the
security interest in the proceeds is perfected before the expiration of the ten-day period.
Except as provided in this section, a security interest in proceeds can be perfected only
by the methods or under the circumstances permitted in this article for original collateral
of the same type.
(4) In the event of insolvency proceedings instituted by or against a debtor, a secured
party with a perfected security interest in proceeds has a perfected security interest only
in the following proceeds: (a) In identifiable noncash proceeds and in separate deposit
accounts containing only proceeds; (b) in identifiable cash proceeds in the form of money
which is neither commingled with other money nor deposited in a deposit account prior
to the insolvency proceedings; (c) in identifiable cash proceeds in the form of checks
and the like which are not deposited in a deposit account prior to the insolvency proceedings; and (d) in all cash and deposit accounts of the debtor, in which proceeds have been
commingled with other funds, but the perfected security interest under this subdivision
(d) is (i) subject to any right of set-off; and (ii) limited to an amount not greater than
the amount of any cash proceeds received by the debtor within ten days before the
institution of the insolvency proceedings less the sum of (A) the payments to the secured
party on account of cash proceeds received by the debtor during such period and (B)
the cash proceeds received by the debtor during such period to which the secured party
is entitled under subdivisions (a) to (c), inclusive, of this subsection.
(5) If a sale of goods results in an account or chattel paper which is transferred by
the seller to a secured party, and if the goods are returned to or are repossessed by the
seller or the secured party, the following rules determine priorities: (a) If the goods were
collateral at the time of sale for an indebtedness of the seller which is still unpaid, the
original security interest attaches again to the goods and continues as a perfected security
interest if it was perfected at the time when the goods were sold. If the security interest
was originally perfected by a filing which is still effective, nothing further is required
to continue the perfected status; in any other case, the secured party must take possession
of the returned or repossessed goods or must file. (b) An unpaid transferee of the chattel
paper has a security interest in the goods against the transferor. Such security interest
is prior to a security interest asserted under paragraph (a) to the extent that the transferee
of the chattel paper was entitled to priority under section 42a-9-308. (c) An unpaid
transferee of the account has a security interest in the goods against the transferor. Such
security interest is subordinate to a security interest asserted under subdivision (a) of
this subsection. (d) A security interest of an unpaid transferee asserted under subdivision
(b) or (c) of this subsection has to be perfected for protection against creditors of the
transferor and purchasers of the returned or repossessed goods.
(1959, P.A. 133, S. 9-306; P.A. 76-369, S. 22; P.A. 97-182, S. 62.)
History: P.A. 76-369 redefined "proceeds" and included deposit accounts as "cash proceeds" in Subsec. (1), clarified
financing statement required in Subsec. (3), clarified applicability of Subsec. (4) to deposit accounts and clarified provisions
of that Subsec. re security interest in debtor's cash and accounts; P.A. 97-182 amended Subsec. (3) to add a new Subdiv.
(c) re the circumstance when the original collateral was investment property and the proceeds are identifiable cash proceeds
and reletter former Subdiv. (c) as Subdiv. (d).
Cited. 38 CS 98, 102.
Subsec. (1):
Cited. 221 C. 530, 536.
Cited. 38 CS 98, 101.
Subsec. (2):
Cited. 221 C. 536, 537.
Cited. 31 CS 524. Cited. 39 CS 39, 43.
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(2) In the case of consumer goods a buyer takes free of a security interest even
though perfected if he buys without knowledge of the security interest, for value and
for his own personal, family or household purposes unless prior to the purchase the
secured party has filed a financing statement covering such goods.
(3) A buyer, other than a buyer in ordinary course of business, takes free of a security
interest to the extent that it secures future advances made after the secured party acquires
knowledge of the purchase, or more than forty-five days after the purchase, whichever
first occurs, unless made pursuant to a commitment entered into without knowledge of
the purchase and before the expiration of the forty-five-day period.
(1959, P.A. 133, S. 9-307; P.A. 76-369, S. 23.)
History: P.A. 76-369 removed purchase of farm equipment with original purchase price of $2500 or less other than
fixtures from purview of Subsec. (2) and added Subsec. (3).
See Sec. 42a-9-313 re priority of security interests in fixtures.
Annotation to former statute (1958 Rev., S. 40-68):
"Buyer in ordinary course of trade" may include a subdealer purchasing from trustee. 125 C. 626.
Annotations to present section:
Cited. 221 C. 530, 536, 537.
Cited. 31 CS 524−526.
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(1959, P.A. 133, S. 9-308; P.A. 76-369, S. 24.)
History: P.A. 76-369 rephrased provision re priority of purchaser of chattel paper or instrument over security interest
and deleted "nonnegotiable" as modifier of "instrument".
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(1959, P.A. 133, S. 9-309; P.A. 79-435, S. 51; P.A. 97-182, S. 63.)
History: P.A. 79-435 substituted reference to Sec. 42a-8-302 for reference to Sec. 42a-8-301; P.A. 97-182 replaced
"bona fide purchaser" with "protected purchaser" and replaced reference to Sec. 42a-8-302 with Sec. 42a-8-303.
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(1959, P.A. 133, S. 9-310.)
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(1959, P.A. 133, S. 9-311.)
Cited. 190 C. 756, 762, 763.
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(2) A perfected security interest in crops for new value given to enable the debtor
to produce the crops during the production season and given not more than three months
before the crops become growing crops by planting or otherwise takes priority over an
earlier perfected security interest to the extent that such earlier interest secures obligations due more than six months before the crops become growing crops by planting or
otherwise, even though the person giving new value had knowledge of the earlier security interest.
(3) A perfected purchase money security interest in inventory has priority over a
conflicting security interest in the same inventory and also has priority in identifiable
cash proceeds received on or before the delivery of the inventory to a buyer if (a) the
purchase money security interest is perfected at the time the debtor receives possession
of the inventory; and (b) the purchase money secured party gives notification in writing to
the holder of the conflicting security interest if the holder had filed a financing statement
covering the same types of inventory (i) before the date of the filing made by the purchase
money secured party, or (ii) before the beginning of the twenty-one-day period where
the purchase money security interest is temporarily perfected without filing or possession; and (c) the holder of the conflicting security interest receives the notification within
five years before the debtor receives possession of the inventory; and (d) the notification
states that the person giving the notice has or expects to acquire a purchase money
security interest in inventory of the debtor, describing such inventory by item or type.
(4) A purchase money security interest in collateral other than inventory has priority
over a conflicting security interest in the same collateral or its proceeds if the purchase
money security interest is perfected at the time the debtor receives possession of the
collateral or within twenty days thereafter.
(5) In all cases not governed by other rules stated in this section, including cases
of purchase money security interests which do not qualify for the special priorities set
forth in subsections (3) and (4) of this section, priority between conflicting security
interests in the same collateral shall be determined according to the following rules: (a)
Conflicting security interests rank according to priority in time of filing or perfection.
Priority dates from the time a filing is first made covering the collateral or the time
the security interest is first perfected, whichever is earlier, provided there is no period
thereafter when there is neither filing nor perfection; (b) so long as conflicting security
interests are unperfected, the first to attach has priority.
(6) For the purposes of subsection (5) of this section, a date of filing or perfection
as to collateral is also a date of filing or perfection as to proceeds.
(7) If future advances are made while a security interest is perfected by filing, the
taking of possession, or under section 42a-9-115 or 42a-9-116 on investment property,
the security interest has the same priority for the purposes of subsection (5) of this section
with respect to the future advances as it does with respect to the first advance. If a
commitment is made before or while the security interest is so perfected, the security
interest has the same priority with respect to advances made pursuant thereto. In other
cases a perfected security interest has priority from the date the advance is made.
(1959, P.A. 133, S. 9-312; P.A. 76-369, S. 25; P.A. 79-435, S. 52; P.A. 83-587, S. 55, 96; May Sp. Sess. P.A. 92-11,
S. 30, 70; P.A. 93-21, S. 2; P.A. 97-182, S. 64.)
History: P.A. 76-369 replaced detailed listing of sections with general reference to "other sections of this part" and
added reference to Secs. 42a-9-103a and 42a-9-114 in Subsec. (1), imposed new conditions for priority of purchase money
security interest in inventory on conflicting security interest and applied those conditions to "priority in identifiable cash
proceeds on or before the delivery of the inventory to a buyer" in Subsec. (3), included "proceeds" in Subsec. (4), restated
method for determining priority in Subsec. (5), replaced Subsec. (6) which had stated that for purpose of priority rules a
continuously perfected security interest is treated as if perfected by filing if it was so originally perfected and treated as
perfected otherwise if not originally perfected by filing and added Subsec. (7) re future advances; P.A. 79-435 added
reference to Sec. 42a-8-321 in Subsec. (7); P.A. 83-587 made a technical amendment; May Sp. Sess. P.A. 92-11 amended
Subsec. (1) to replace reference to Sec. 42a-4-208 with Sec. 42a-4-210; P.A. 93-21 amended Subsec. (4) to increase from
ten to twenty the number of days within which the purchase money security interest is perfected after the debtor receives
possession of the collateral; P.A. 97-182 amended Subsec. (1) to add reference to Sec. 42a-9-115 on security interests in
investment property and amended Subsec. (7) to replace reference to Sec. 42a-8-321 on securities with reference to Sec.
42a-9-115 or 42a-9-116 on investment property.
Subsec. (5):
Subdivision (a): Cited. 35 CS 73, 78.
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(2) A security interest under this article may be created in goods which are fixtures
or may continue in goods which become fixtures, but no security interest exists under
this article in ordinary building materials incorporated into an improvement on land.
(3) This article does not prevent creation of an encumbrance upon fixtures pursuant
to real estate law.
(4) A perfected security interest in fixtures has priority over the conflicting interest
of an encumbrancer or owner of the real estate where (a) the security interest is a purchase
money security interest, the interest of the encumbrancer or owner arises before the
goods become fixtures, the security interest is perfected by a fixture filing before the
goods become fixtures or within ten days thereafter, and the debtor has an interest of
record in the real estate or is in possession of the real estate; or (b) the security interest
is perfected by a fixture filing before the interest of the encumbrancer or owner is of
record, the security interest has priority over any conflicting interest of a predecessor
in title of the encumbrancer or owner, and the debtor has an interest of record in the real
estate or is in possession of the real estate; or (c) the fixtures are readily removable
factory or office machines or readily removable replacements of domestic appliances
which are consumer goods, and before the goods become fixtures the security interest
is perfected by any method permitted by this article; or (d) the conflicting interest is a
lien on the real estate obtained by legal or equitable proceedings after the security interest
was perfected by any method permitted by this article.
(5) A security interest in fixtures, whether or not perfected, has priority over the
conflicting interest of an encumbrancer or owner of the real estate where (a) the encumbrancer or owner has consented in writing to the security interest or has disclaimed an
interest in the goods as fixtures; or (b) the debtor has a right to remove the goods as
against the encumbrancer or owner. If the debtor's right terminates, the priority of the
security interest continues for a reasonable time.
(6) Notwithstanding subdivision (a) of subsection (4) of this section but otherwise
subject to subsections (4) and (5) of this section, a security interest in fixtures is subordinate to a construction mortgage recorded before the goods become fixtures if the goods
become fixtures before the completion of the construction. To the extent that it is given
to refinance a construction mortgage, a mortgage has this priority to the same extent as
the construction mortgage.
(7) In cases not within subsections (1) to (6), inclusive, of this section, a security
interest in fixtures is subordinate to the conflicting interest of an encumbrancer or owner
of the related real estate who is not the debtor.
(8) When the secured party has priority over all owners and encumbrancers of the
real estate, he may, on default, subject to the provisions of part 5 of this article, remove
his collateral from the real estate but he must reimburse any encumbrancer or owner of
the real estate who is not the debtor and who has not otherwise agreed for the cost of
repair of any physical injury, but not for any diminution in value of the real estate caused
by the absence of the goods removed or by any necessity for replacing them. A person
entitled to reimbursement may refuse permission to remove until the secured party gives
adequate security for the performance of this obligation.
(1959, P.A. 133, S. 9-313; P.A. 76-369, S. 26.)
History: P.A. 76-369 deleted former Subsecs. (1) to (4) re security interests in fixtures with new provisions incorporated
as Subsecs. (1) to (7) and renumbered former Subsec. (5) as (8).
Cited. 44 CS 156, 158, 159.
Subsec.(4):
Subdiv. (a) "gives the bank's UCC-1 purchase money security interest priority over the plaintiff only as to the fixture
itself". 44 CS 156, 158, 163. Cited. Id., 156, 160.
Subsec. (5):
Cited. 44 CS 156, 160.
Subsec. (6):
Cited. 44 CS 156, 160.
Subsec. (7):
Cited. 44 CS 156, 160.
Subsec. (8):
Cited. 44 CS 156, 159, 160, 162.
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