Supreme Court of Florida

____________

No. SC21-1717

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1944 BEACH BOULEVARD, LLC,

Appellant,

vs.

LIVE OAK BANKING COMPANY,

Appellee.

August 25, 2022

LAWSON, J.

This case is before the Court for review of three questions of 

Florida law certified by the United States Court of Appeals for the 

Eleventh Circuit that are determinative of a cause pending in that 

court and for which there appears to be no controlling precedent. 

We have jurisdiction. See art. V, § 3(b)(6), Fla. Const.

The certified questions concern the interpretation of section 

679.5061(3), Florida Statutes (2021), which creates a safe harbor 

for financing statements that are otherwise ineffective to perfect a 

security interest because they fail to correctly name the debtor as 
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required by Florida law. The safe harbor applies when a financing 

statement that fails to correctly name the debtor is disclosed by “a 

search of the records of the filing office under the debtor’s correct 

name, using the filing office’s standard search logic, if any.”

§ 679.5061(3). Collectively, the Eleventh Circuit’s questions ask us 

to delineate the proper scope of the “search” of the filing office’s 

records as that term is used in the safe harbor provision. See In re 

NRP Lease Holdings, LLC, 20 F.4th 746, 758 (11th Cir. 2021).

However, as explained below, we find dispositive a threshold 

question that was not expressly addressed or certified by the 

Eleventh Circuit, namely: “Is the filing office’s use of a ‘standard 

search logic’ necessary to trigger the safe harbor protection of 

section 679.5061(3)?” Reading section 679.5061 in its entirety, our 

answer is yes. Because Florida’s filing office, the Florida Secured 

Transaction Registry, does not employ a “standard search logic,” we 

hold that the safe harbor cannot apply, which means that a 

financing statement that fails to correctly name the debtor as 

required by Florida law is “seriously misleading” and therefore 

ineffective. § 679.5061(2). Accordingly, it is unnecessary to reach
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the Eleventh Circuit’s three certified questions concerning the 

proper scope of the “search” under the safe harbor provision.

BACKGROUND

1944 Beach Boulevard, LLC (Beach Boulevard), is a limited 

liability company organized and existing under the laws of Florida. 

Beach Boulevard and its affiliates were jointly and severally 

indebted to Live Oak Banking Company (Live Oak) in the 

approximate amount of $3,000,000 on account of two loans, each 

in the original principal amount of $2,500,000. The two loans 

purport to be secured by a blanket lien on all of Beach Boulevard’s 

assets. To perfect its claimed security interests, Live Oak filed two 

UCC-1 Financing Statements with the Florida Secured Transaction 

Registry (Registry). However, the financing statements filed by Live 

Oak improperly name the debtor as “1944 Beach Blvd., LLC” 

instead of “1944 Beach Boulevard, LLC.” (Emphasis added.)

On December 5, 2019, Beach Boulevard and its affiliates filed 

voluntary petitions for reorganization under Chapter 11 of the 

United States Bankruptcy Code. When Beach Boulevard’s manager 

conducted a search of the Registry, Live Oak’s financing statements 

did not appear on the page of twenty results generated by the 
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Registry. Live Oak’s financing statements did, however, appear on 

the immediately preceding page.

Beach Boulevard filed a complaint in the bankruptcy court, 

which asserted that Live Oak’s financing statements failed to 

correctly name the debtor as required by Florida law, making the 

statements “seriously misleading” within the meaning of section 

679.5061(2) and therefore ineffective to perfect Live Oak’s security 

interest. See In re NRP Lease Holdings, 20 F.4th at 750. Seeking 

the statutory safe harbor protection provided by section 

679.5061(3) for financing statements that would otherwise be 

ineffective for failing to correctly name the debtor, see § 

679.5061(2), Live Oak asserted in its answer to Beach Boulevard’s 

complaint the affirmative defense that “its financing statements

substantially complied with Florida law and that abbreviating 

‘Boulevard’ to ‘Blvd.’ was a minor error or omission that does not 

render the financing statements defective or seriously misleading.” 

In re NRP Lease Holdings, 20 F.4th at 751. Live Oak also “claimed 

that the filing statements were not ‘seriously misleading’ because 

they can be found within one page of the initial search results.” Id. 

In support, Live Oak explained that “while its liens do not appear on 
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the first page of results for a search in the Registry under ‘1944 

Beach Boulevard, LLC,’ the search results are displayed in 

alphabetical order and ‘merely clicking the blue “<<PREVIOUS” tab 

one time’ will reveal the existence of its liens.” Id.

Beach Boulevard and Live Oak filed cross-motions for 

summary judgment. Id. The bankruptcy court denied Beach 

Boulevard’s motion and granted Live Oak’s motion, concluding that 

Live Oak’s financing statement fell within the statutory safe harbor 

“because the Registry’s standard search logic discloses the 

financing statements on the page immediately preceding the initial 

page on the Registry’s website.” Id. The bankruptcy court, 

therefore, ruled that the financing statements filed by Live Oak were 

“not seriously misleading and [were] effective to perfect [Live Oak’s]

security interest in all of [Beach Boulevard’s] assets.” Id.

Beach Boulevard appealed the bankruptcy court’s decision to 

the federal district court, which reviewed the bankruptcy court’s 

legal conclusions de novo and its factual findings for clear error. In 

re NRP Lease Holdings, LLC, No. 3:20-cv-1344-TJC, 2021 WL 

2143912, at *1 (M.D. Fla. May 21, 2021). Applying these 

standards, the district court affirmed the bankruptcy court’s 
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decision, writing only that “the bankruptcy court committed no 

errors of law and made no clearly erroneous factual findings.” Id.

Beach Boulevard appealed the district court’s decision to the 

Eleventh Circuit. In re NRP Lease Holdings, 20 F.4th at 752.

On appeal, the Eleventh Circuit identified “two competing 

interpretations” in the case law regarding the scope of the search 

that is necessary to determine whether the safe harbor of section 

679.5061(3) applies. Id. at 757. It cogently explained the split as 

follows:

The In re John’s Bean Farm [of Homestead, Inc., 378 B.R. 

385 (Bankr. S.D. Fla. 2007),] court concluded that the 

statutorily-established “standard search logic” generates 

“a single page on which [twenty] names appear” and that 

page constitutes the entirety of the “search” for purposes 

of the safe harbor. Id. Under that court’s logic, if a 

financing statement with the debtor’s incorrect name 

does not appear on that page, it is ineffective. In 

contrast, the In re Summit Staffing [Polk County, Inc., 305 

B.R. 347 (Bankr. M.D. Fla. 2003),] court concluded that 

the initial page of twenty names does not constitute the 

entirety of the “search”; instead, the “search” consists of 

the entirety of the Registry, which can be scrolled to from 

the initial page of twenty names. See 305 B.R. at 354-

55. And that court determined the searcher “must 

reasonably examine the results of the search” to 

determine whether it discloses a financing statement with 

the debtor’s incorrect legal name. Id. at 355.

In re NRP Lease Holdings, 20 F.4th at 756.
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Faced with substantial doubt as to how this Court would 

resolve the split, which it found to be a matter of state law 

dispositive of the case before it, the Eleventh Circuit certified to this 

Court the following questions:

(1) Is the “search of the records of the filing office under

the debtor’s correct name, using the filing office’s

standard search logic,” as provided for by Florida Statute

§ 679.5061(3), limited to or otherwise satisfied by the

initial page of twenty names displayed to the user of the

Registry’s search function?

(2) If not, does that search consist of all names in the

filing office’s database, which the user can browse to

using the command tabs displayed on the initial page?

(3) If the search consists of all names in the filing office’s

database, are there any limitations on a user’s obligation

to review the names and, if so, what factors should

courts consider when determining whether a user has

satisfied those obligations?

Id. at 758.

ANALYSIS

The certified questions present issues of statutory 

interpretation concerning the scope of the search necessary to 

determine whether a financing statement that would otherwise be 

ineffective because it fails to correctly name the debtor falls within

the safe harbor established by section 679.5061(3). As we recently 

explained, when interpreting a statute, “the goal of interpretation is 
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to arrive at a ‘fair reading’ of the text by ‘determining the application 

of [the] text to given facts on the basis of how a reasonable reader, 

fully competent in the language, would have understood the text at 

the time it was issued.’ ” Ham v. Portfolio Recovery Assocs., LLC, 

308 So. 3d 942, 947 (Fla. 2020) (quoting Antonin Scalia & Bryan A. 

Garner, Reading Law: The Interpretation of Legal Texts 33 (2012)).

Thus, we begin with the statute’s text. The three subsections 

of section 679.5061 relevant to the certified questions read as 

follows:

(1) A financing statement substantially complying 

with the requirements of this part is effective, even if it 

has minor errors or omissions, unless the errors or 

omissions make the financing statement seriously 

misleading.

(2) Except as otherwise provided in subsection (3), a 

financing statement that fails sufficiently to provide the 

name of the debtor in accordance with s. 679.5031(1) is 

seriously misleading.

(3) If a search of the records of the filing office under 

the debtor’s correct name, using the filing office’s 

standard search logic, if any, would disclose a financing 

statement that fails sufficiently to provide the name of 

the debtor in accordance with s. 679.5031(1), the name 

provided does not make the financing statement seriously 

misleading.
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§ 679.5061(1)-(3).1

The first subsection states that a financing statement may 

contain minor errors or omissions and remain effective to perfect a 

security interest, unless the error or omission renders the financing 

statement “seriously misleading.” § 679.5061(1). However, the

Florida Legislature goes on to define “seriously misleading” as it 

relates to errors or omissions in naming the debtor in the second 

and third subsections. Thus, while subsection (1) generally applies 

to errors or omissions in financing statements, subsections (2) and 

(3) govern financing statements like those at issue in this case that 

contain errors or omissions in naming the debtor. See Fla. Virtual 

Sch. v. K12, Inc., 148 So. 3d 97, 102 (Fla. 2014) (explaining that “a 

specific statute will control over a general statute”).

For financing statements that fail to correctly name the debtor, 

section 679.5061(2), does two things. First, the subsection creates

a zero-tolerance rule, under which a financing statement that fails 

to name the debtor as directed in section 679.5031(1), Florida 

1. The only other provision of section 679.5061 is subsection 

(4), which addresses a situation not at issue here.
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Statutes (2021), is “seriously misleading” and therefore ineffective.

§ 679.5061(2). Section 679.5031(1)(a), Florida Statutes (2021), 

specifies how to correctly name a debtor where, as in this case, “the 

debtor is a registered organization” as follows: “[a] financing 

statement sufficiently provides the name of the debtor . . . only if 

the financing statement provides the name that is stated to be the 

registered organization’s name on the public organic record most 

recently filed with or enacted by the registered organization’s 

jurisdiction of organization that purports to state, amend, or restate 

the registered organization’s name.” Second, subsection (2) also 

carves out an exception to its zero-tolerance rule—the safe harbor 

of subsection (3).

The safe harbor exception codified in section 679.5061(3)

provides that a financing statement with errors or omissions in 

naming the debtor will still be effective to perfect a security interest 

so long as “a search of the records of the filing office under the 

debtor’s correct name, using the filing office’s standard search logic, 

if any, would disclose” the financing statement. § 679.5061(3).

As evinced by the Eleventh Circuit’s certified questions, 

section 679.5061(3) does not define the scope of the search of the 
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filing office’s records that is necessary to determine whether the

safe harbor applies. Its only direction is to conduct the search 

“using the filing office’s standard search logic, if any,” with no 

explanation of what “standard search logic” means. Id.

However, the meaning of “standard search logic” as used in 

Article 9 of the Uniform Commercial Code, which governs secured

transactions and which Florida has adopted, see In re NRP Lease 

Holdings, 20 F.4th at 752 (citing ch. 679, Fla. Stat; In re Summit 

Staffing, 305 B.R. at 350), is well understood within the industry. 

See Hancock Advertising, Inc. v. Dep’t of Transp., 549 So. 2d 1086, 

1089 (Fla. 3d DCA 1989) (concluding that the court was “entitled to 

consider” the “practical construction which has in fact been 

adopted by the industry” to resolve “the statutory interpretation 

problem before [it]”). Within the industry, “standard search logic” is 

reasonably accepted to mean a procedure that “identif[ies] the set 

(which might be empty) of financing statements on file that 

constitute hits for the search,” or stated differently, that produces 

an “[u]nambiguous identification of hits.” Kenneth C. Kettering, 

Standard Search Logic under Article 9 and the Florida Debacle, 66 U. 

Miami L. Rev. 907, 913 (2012). This is because “[t]he whole point of 
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the ‘standard search logic rule’ is to establish an objective 

procedure for determining whether a given financing statement is 

sufficient. A procedure that does not identify which financing 

statements are hits and which are not is alien to the purpose of the 

rule.” Id.

The problem in Florida—as cogently explained by the amicus—

is that although the Registry offers an option for searching its 

records, that option is not a “standard search logic.” Instead of 

returning a finite list of hits when a search is conducted, the 

Registry returns a list of twenty names starting with the name that 

most closely matches the name entered. That list of names is but a 

point from which the user can navigate forward and backward

through all of the names indexed in the Registry. In other words, “a 

search” of the Registry returns an index of all of the financing 

statements in the Registry. The Registry’s current search option

also produces inconsistent results depending upon the date a 

search is conducted. This is true because as financing statements 

are filed, amended, and removed, the position of a financing 

statement on the Registry’s index changes, which means that a 
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financing statement included in a list of twenty today might not be 

on the same list tomorrow.

We agree with Professor Kettering that a “search procedure 

that returns as hits, for any search string, all financing statements 

in the filing office’s database cannot rationally be treated as a 

‘standard search logic.’ ” Id.; see also Steven L. Harris & Charles 

W. Mooney, Jr., Teacher’s Manual for Security Interests in Personal 

Property: Cases, Problems and Materials 51 (6th ed. 2016) (opining 

that the search option offered by Florida’s Registry “should not be 

considered a ‘standard search logic’ ” because “the system does not 

yield particular ‘hits’ ”).

In certifying its questions concerning the proper scope of the 

search required to determine whether the safe harbor of section 

679.5061(3) applies, the Eleventh Circuit recognized these problems 

with the Registry’s current search option, see In re NRP Lease 

Holdings, 20 F.4th at 756-57, but it nevertheless determined that 

the Registry employs a “standard search logic,” see, e.g., id. at 753, 

756. In addressing the certified questions, we cannot accept the

Registry’s search option as the “standard search logic”

contemplated by the statute; rather, the Florida Constitution 
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requires us to decide de novo what “standard search logic” means. 

See art. V, § 21, Fla. Const. 

We adopt the definition of “standard search logic” accepted in 

the secured transactions industry, which requires the search to 

identify specific hits, if any, and hold that under this definition the 

search option offered by the Registry, which returns the entire 

index, is not a “standard search logic.” Moreover, because we read

section 679.5061(2)-(3) as conditioning the safe harbor’s application 

on the ability to search the Registry’s records using a “standard 

search logic,” it is unnecessary for us to address the Eleventh 

Circuit’s certified questions. Instead, we hold that section 

679.5061(3) provides one way and one way only to search the filing 

office’s records for purposes of determining whether the safe harbor 

applies to a financing statement that incorrectly names a debtor—

i.e., “using the filing office’s standard search logic, if any.” Because

the Registry lacks a “standard search logic,” the search 

contemplated by section 679.5061(3) is impossible, which means 

that filers are left with the zero-tolerance rule of section 

679.5061(2).
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This interpretation is further bolstered by reading section 

679.5061(2)-(3) together with section 679.5031(1), which plainly 

places the burden to correctly name the debtor on the filer of a 

financing statement. See Fla. Dep’t of State v. Martin, 916 So. 2d 

763, 768 (Fla. 2005) (“The doctrine of in pari materia is a principle 

of statutory construction that requires that statutes relating to the 

same subject or object be construed together to harmonize the 

statutes and to give effect to the Legislature’s intent.”). By 

interpreting section 679.5061(2)-(3) as being intolerant of any errors 

or omissions in naming the debtor—no matter how minor—unless 

and until the Registry implements a “standard search logic” 

necessary to determine whether the safe harbor applies, we 

faithfully adhere to the text of section 679.5061(2)-(3), keep the 

burden on the filer consistent with section 679.5031(1), and avoid 

imposing requirements on the searcher that are not specified in the 

statute.

CONCLUSION

The Eleventh Circuit’s certified questions ask us to define the 

scope of the search required to determine whether a financing 

statement that fails to correctly name the debtor is nevertheless 
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deemed effective under the safe harbor of section 679.5061(3). 

However, because we hold that the Florida Secured Transaction 

Registry’s failure to employ a “standard search logic” precludes the 

safe harbor from applying in the first instance, we find it 

unnecessary to reach the certified questions. Unless and until the 

Registry employs a standard search logic, under the zero-tolerance 

rule of section 679.5061(2), any financing statement that fails to 

correctly name the debtor as required by section 679.5031(1) is 

“seriously misleading” and therefore ineffective. Having explained

why our interpretation of section 679.5061 makes it unnecessary to 

reach the certified questions, we return this case to the United 

States Court of Appeals for the Eleventh Circuit.

It is so ordered.

MUÑIZ, C.J., and CANADY, POLSTON, LABARGA, COURIEL, and 

GROSSHANS, JJ., concur.

NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION 

AND, IF FILED, DETERMINED.

Certified Question of Law from the United States Court of Appeals 

for the Eleventh Circuit – Case No. 21-11742

Richard R. Thames of Thames Markey, Jacksonville, Florida,

for Appellant
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Ezra Z. Scrivanich of McMichael Taylor Gray, LLC, Deerfield Beach, 

Florida,

for Appellee

Scott G. Hawkins of Jones Foster P.A., West Palm Beach, Florida,

for Amicus Curiae Commercial Law Amicus Initiative