RCW 62A.9A-101
Short title.
This Article may be cited as the Uniform Commercial Code-Secured Transactions.
[2000 c 250 s 9A-101.]
RCW 62A.9A-102
Definitions and index of definitions.
(a)
Article 9A definitions.
In this Article:
(1) "Accession" means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost.
(2)(A) "Account," except as used in "account for," "account statement," "account to," "commodity account" in (14) of this subsection, "customer's account," "deposit account" in (29) of this subsection, "on account of," and "statement of account," means a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state. The term includes controllable accounts and health-care-insurance receivables.
(B) The term does not include (i) chattel paper, (ii) commercial tort claims, (iii) deposit accounts, (iv) investment property, (v) letter-of-credit rights or letters of credit, (vi) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card, or (vii) rights to payment evidenced by an instrument.
(3) "Account debtor" means a person obligated on an account, chattel paper, or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the negotiable instrument evidences chattel paper.
(4) "Accounting," except as used in "accounting for," means a record:
(A) Signed by a secured party;
(B) Indicating the aggregate unpaid secured obligations as of a date not more than 35 days earlier or 35 days later than the date of the record; and
(C) Identifying the components of the obligations in reasonable detail.
(5) "Agricultural lien" means an interest, other than a security interest, in farm products:
(A) Which secures payment or performance of an obligation for:
(i) Goods or services furnished in connection with a debtor's farming operation; or
(ii) Rent on real property leased by a debtor in connection with its farming operation;
(B) Which is created by statute in favor of a person that:
(i) In the ordinary course of its business, furnished goods or services to a debtor in connection with a debtor's farming operation; or
(ii) Leased real property to a debtor in connection with the debtor's farming operation; and
(C) Whose effectiveness does not depend on the person's possession of the personal property.
(6) "As-extracted collateral" means:
(A) Oil, gas, or other minerals that are subject to a security interest that:
(i) Is created by a debtor having an interest in the minerals before extraction; and
(ii) Attaches to the minerals as extracted; or
(B) Accounts arising out of the sale at the wellhead or minehead of oil, gas, or other minerals in which the debtor had an interest before extraction.
(7) [Reserved.]
(7A) "Assignee," except as used in "assignee for benefit of creditors," means a person (i) in whose favor a security interest that secures an obligation is created or provided for under a security agreement, whether or not the obligation is outstanding or (ii) to which an account, chattel paper, payment intangible, or promissory note has been sold. The term includes a person to which a security interest has been transferred by a secured party.
(7B) "Assignor" means a person that (i) under a security agreement creates or provides for a security interest that secures an obligation or (ii) sells an account, chattel paper, payment intangible, or promissory note. The term includes a secured party that has transferred a security interest to another person.
(8) "Bank" means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions, and trust companies.
(9) "Cash proceeds" means proceeds that are money, checks, deposit accounts, or the like.
(10) "Certificate of title" means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral.
(11) "Chattel paper" means:
(A) A right to payment of a monetary obligation secured by specific goods, if the right to payment and security agreement are evidenced by a record; or
(B) A right to payment of a monetary obligation owed by a lessee under a lease agreement with respect to specific goods and a monetary obligation owed by the lessee in connection with the transaction giving rise to the lease, if:
(i) The right to payment and lease agreement are evidenced by a record; and
(ii) The predominant purpose of the transaction giving rise to the lease was to give the lessee the right to possession and use of the goods.
The term does not include a right to payment arising out of a charter or other contract involving the use or hire of a vessel or a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.
(12) "Collateral" means the property subject to a security interest or agricultural lien. The term includes:
(A) Proceeds to which a security interest attaches;
(B) Accounts, chattel paper, payment intangibles, and promissory notes that have been sold; and
(C) Goods that are the subject of a consignment.
(13) "Commercial tort claim" means a claim arising in tort with respect to which:
(A) The claimant is an organization; or
(B) The claimant is an individual, and the claim:
(i) Arose in the course of the claimant's business or profession; and
(ii) Does not include damages arising out of personal injury to, or the death of, an individual.
(14) "Commodity account" means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.
(15) "Commodity contract" means a commodity futures contract, an option on a commodity futures contract, a commodity option, or another contract if the contract or option is:
(A) 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 federal commodities laws; or
(B) 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.
(16) "Commodity customer" means a person for which a commodity intermediary carries a commodity contract on its books.
(17) "Commodity intermediary" means a person that:
(A) Is registered as a futures commission merchant under federal commodities law; or
(B) In the ordinary course of its business, provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities law.
(18) "Communicate" means:
(A) To send a written or other tangible record;
(B) To transmit a record by any means agreed upon by the persons sending and receiving the record; or
(C) In the case of transmission of a record to or by a filing office, to transmit a record by any means prescribed by filing-office rule.
(19) "Consignee" means a merchant to which goods are delivered in a consignment.
(20) "Consignment" means a transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and:
(A) The merchant:
(i) Deals in goods of that kind under a name other than the name of the person making delivery;
(ii) Is not an auctioneer; and
(iii) Is not generally known by its creditors to be substantially engaged in selling the goods of others;
(B) With respect to each delivery, the aggregate value of the goods is one thousand dollars or more at the time of delivery;
(C) The goods are not consumer goods immediately before delivery; and
(D) The transaction does not create a security interest that secures an obligation.
(21) "Consignor" means a person that delivers goods to a consignee in a consignment.
(22) "Consumer debtor" means a debtor in a consumer transaction.
(23) "Consumer goods" means goods that are used or bought for use primarily for personal, family, or household purposes.
(24) "Consumer-goods transaction" means a consumer transaction in which:
(A) An individual incurs a consumer obligation; and
(B) A security interest in consumer goods secures the obligation.
(25) "Consumer obligation" means an obligation which:
(A) Is incurred as part of a transaction entered into primarily for personal, family, or household purposes; and
(B) Arises from an extension of credit, or commitment to extend credit, in an aggregate amount not exceeding forty thousand dollars, or is secured by personal property used or expected to be used as a principal dwelling.
"Consumer obligor" means an obligor who is an individual and who incurred a consumer obligation.
(26) "Consumer transaction" means a transaction in which (i) an individual incurs a consumer obligation, (ii) a security interest secures the obligation, and (iii) the collateral is held or acquired primarily for personal, family, or household purposes. The term includes consumer-goods transactions.
(27) "Continuation statement" means an amendment of a financing statement which:
(A) Identifies, by its file number, the initial financing statement to which it relates; and
(B) Indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.
(27A) "Controllable account" means an account evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under RCW 62A.12-105
of the controllable electronic record.
(27B) "Controllable payment intangible" means a payment intangible evidenced by a controllable electronic record that provides that the account debtor undertakes to pay the person that has control under RCW 62A.12-105
of the controllable electronic record.
(28) "Debtor" means:
(A) A person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor;
(B) A seller of accounts, chattel paper, payment intangibles, or promissory notes; or
(C) A consignee.
(29) "Deposit account" means a demand, time, savings, passbook, or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument.
(30) "Document" means a document of title or a receipt of the type described in RCW 62A.7-201
(b).
(31) [Reserved.]
(31A) "Electronic money" means money in an electronic form.
(32) "Encumbrance" means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property.
(33) "Equipment" means goods other than inventory, farm products, or consumer goods.
(34) "Farm products" means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are:
(A) Crops grown, growing, or to be grown, including:
(i) Crops produced on trees, vines, and bushes; and
(ii) Aquatic goods produced in aquacultural operations;
(B) Livestock, born or unborn, including aquatic goods produced in aquacultural operations;
(C) Supplies used or produced in a farming operation; or
(D) Products of crops or livestock in their unmanufactured states.
(35) "Farming operation" means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.
(36) "File number" means the number assigned to an initial financing statement pursuant to RCW 62A.9A-519
(a).
(37) "Filing office" means an office designated in RCW 62A.9A-501
as the place to file a financing statement.
(38) "Filing-office rule" means a rule adopted pursuant to RCW 62A.9A-526
.
(39) "Financing statement" means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.
(40) "Fixture filing" means the filing of a financing statement covering goods that are or are to become fixtures and satisfying RCW 62A.9A-502
(a) and (b). The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.
(41) "Fixtures" means goods that have become so related to particular real property that an interest in them arises under real property law.
(42) "General intangible" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The term includes controllable electronic records, payment intangibles, and software.
(43) [Reserved.]
(44) "Goods" means all things that are movable when a security interest attaches. The term includes (i) fixtures, (ii) standing timber that is to be cut and removed under a conveyance or contract for sale, (iii) the unborn young of animals, (iv) crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes, and (v) manufactured homes. The term also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such a manner that it customarily is considered part of the goods, or (ii) by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas, or other minerals before extraction or a manufactured home converted to real property under chapter
65.20
RCW.
(45) "Governmental unit" means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.
(46) "Health-care-insurance receivable" means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided.
(47) "Instrument" means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary indorsement or assignment. The term does not include (i) investment property, (ii) letters of credit, (iii) writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card, (iv) writings that do not contain a promise or order to pay, (v) writings that are expressly nontransferable or nonassignable, or (vi) writings that evidence chattel paper.
(48) "Inventory" means goods, other than farm products, which:
(A) Are leased by a person as lessor;
(B) Are held by a person for sale or lease or to be furnished under a contract of service;
(C) Are furnished by a person under a contract of service; or
(D) Consist of raw materials, work in process, or materials used or consumed in a business.
(49) "Investment property" means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.
(50) "Jurisdiction of organization," with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.
(51) "Letter-of-credit right" means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.
(52) "Lien creditor" means:
(A) A creditor that has acquired a lien on the property involved by attachment, levy, or the like;
(B) An assignee for benefit of creditors from the time of assignment;
(C) A trustee in bankruptcy from the date of the filing of the petition; or
(D) A receiver in equity from the time of appointment.
(53) "Manufactured home" means a manufactured home or mobile home as defined in RCW 46.04.302
.
(54) [Reserved.]
(54A) "Money" has the meaning in RCW 62A.1-201
(b)(24), but does not include (i) a deposit account or (ii) money in an electronic form that cannot be subjected to control under RCW 62A.9A-1051
.
(55) "Mortgage" means a consensual interest in real property, including fixtures, which secures payment or performance of an obligation.
(56) "New debtor" means a person that becomes bound as debtor under RCW 62A.9A-203
(d) by a security agreement previously entered into by another person.
(57) "New value" means (i) money, (ii) money's worth in property, services, or new credit, or (iii) release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.
(58) "Noncash proceeds" means proceeds other than cash proceeds.
(59) "Obligor" means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral, (i) owes payment or other performance of the obligation, (ii) has provided property other than the collateral to secure payment or other performance of the obligation, or (iii) is otherwise accountable in whole or in part for payment or other performance of the obligation. The term does not include issuers or nominated persons under a letter of credit.
(60) "Original debtor", except as used in RCW 62A.9A-310
(c), means a person that, as debtor, entered into a security agreement to which a new debtor has become bound under RCW 62A.9A-203
(d).
(61) "Payment intangible" means a general intangible under which the account debtor's principal obligation is a monetary obligation. The term includes a controllable payment intangible.
(62) "Person related to," with respect to an individual, means:
(A) The spouse or state registered domestic partner of the individual;
(B) A brother, brother-in-law, sister, or sister-in-law of the individual;
(C) An ancestor or lineal descendant of the individual or the individual's spouse or state registered domestic partner; or
(D) Any other relative, by blood or by marriage or other law, of the individual or the individual's spouse or state registered domestic partner who shares the same home with the individual.
(63) "Person related to," with respect to an organization, means:
(A) A person directly or indirectly controlling, controlled by, or under common control with the organization;
(B) An officer or director of, or a person performing similar functions with respect to, the organization;
(C) An officer or director of, or a person performing similar functions with respect to, a person described in (63)(A) of this subsection;
(D) The spouse or state registered domestic partner of an individual described in (63)(A), (B), or (C) of this subsection; or
(E) An individual who is related by blood or by marriage or other law to an individual described in (63)(A), (B), (C), or (D) of this subsection and shares the same home with the individual.
(64) "Proceeds", except as used in RCW 62A.9A-609
(b), means the following property:
(A) Whatever is acquired upon the sale, lease, license, exchange, or other disposition of collateral;
(B) Whatever is collected on, or distributed on account of, collateral;
(C) Rights arising out of collateral;
(D) To the extent of the value of collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; or
(E) To the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.
(65) "Promissory note" means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.
(66) "Proposal" means a record signed by a secured party, which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to RCW 62A.9A-620, 62A.9A-621, and
62A.9A-622
.
(67) "Public-finance transaction" means a secured transaction in connection with which:
(A) Debt securities are issued;
(B) All or a portion of the securities issued have an initial stated maturity of at least twenty years; and
(C) The debtor, obligor, secured party, account debtor or other person obligated on collateral, assignor or assignee of a secured obligation, or assignor or assignee of a security interest is a state or a governmental unit of a state.
(68) "Public organic record" means a record that is available to the public for inspection and is:
(A) A record consisting of the record initially filed with or issued by a state or the United States to form or organize an organization and any record filed with or issued by the state or the United States which amends or restates the initial record;
(B) An organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state; or
(C) A record consisting of legislation enacted by the legislature of a state or the congress of the United States which forms or organizes an organization, any record amending the legislation, and any record filed with or issued by the state or the United States which amends or restates the name of the organization.
(69) "Pursuant to commitment," with respect to an advance made or other value given by a secured party, means pursuant to the secured party's obligation, whether or not a subsequent event of default or other event not within the secured party's control has relieved or may relieve the secured party from its obligation.
(70) "Record," except as used in "for record," "of record," "record or legal title," and "record owner," means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.
(71) "Registered organization" means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the state or the United States. The term includes a business trust that is formed or organized under the law of a single state if a statute of the state governing business trusts requires that the business trust's organic record be filed with the state.
(72) "Secondary obligor" means an obligor to the extent that:
(A) The obligor's obligation is secondary; or
(B) The obligor has a right of recourse with respect to an obligation secured by collateral against the debtor, another obligor, or property of either.
(73) "Secured party" means:
(A) A person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;
(B) A person that holds an agricultural lien;
(C) A consignor;
(D) A person to which accounts, chattel paper, payment intangibles, or promissory notes have been sold;
(E) A trustee, indenture trustee, agent, collateral agent, or other representative in whose favor a security interest or agricultural lien is created or provided for; or
(F) A person that holds a security interest arising under RCW 62A.2-401, 62A.2-505, 62A.2-711
(3), 62A.2A-508
(5), 62A.4-210, or
62A.5-118
.
(74) "Security agreement" means an agreement that creates or provides for a security interest.
(75) [Reserved.]
(76) "Software" means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is included in the definition of goods.
(77) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(78) "Supporting obligation" means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.
(79) [Reserved.]
(79A) "Tangible money" means money in a tangible form.
(80) "Termination statement" means an amendment of a financing statement which:
(A) Identifies, by its file number, the initial financing statement to which it relates; and
(B) Indicates either that it is a termination statement or that the identified financing statement is no longer effective.
(81) "Transmitting utility" means a person primarily engaged in the business of:
(A) Operating a railroad, subway, street railway, or trolley bus;
(B) Transmitting communications electrically, electromagnetically, or by light;
(C) Transmitting goods by pipeline or sewer; or
(D) Transmitting or producing and transmitting electricity, steam, gas, or water.
(b)
Definitions in other articles.
"Control" as provided in RCW 62A.7-106
and the following definitions in other articles apply to this Article:
"Applicant."
RCW 62A.5-102
.
"Beneficiary."
RCW 62A.5-102
.
"Broker."
RCW 62A.8-102
.
"Certificated security."
RCW 62A.8-102
.
"Check."
RCW 62A.3-104
.
"Clearing corporation."
RCW 62A.8-102
.
"Contract for sale."
RCW 62A.2-106
.
"Controllable electronic record."
RCW 62A.12-102
.
"Customer."
RCW 62A.4-104
.
"Entitlement holder."
RCW 62A.8-102
.
"Financial asset."
RCW 62A.8-102
.
"Holder in due course."
RCW 62A.3-302
.
"Issuer" with respect to documents of title.
RCW 62A.7-102
.
"Issuer" with respect to a letter of credit or letter-of-credit right.
RCW 62A.5-102
.
"Issuer" with respect to a security.
RCW 62A.8-201
.
"Lease."
RCW 62A.2A-103
.
"Lease agreement."
RCW 62A.2A-103
.
"Lease contract."
RCW 62A.2A-103
.
"Leasehold interest."
RCW 62A.2A-103
.
"Lessee."
RCW 62A.2A-103
.
"Lessee in ordinary course of business."
RCW 62A.2A-103
.
"Lessor."
RCW 62A.2A-103
.
"Lessor's residual interest."
RCW 62A.2A-103
.
"Letter of credit."
RCW 62A.5-102
.
"Merchant."
RCW 62A.2-104
.
"Negotiable instrument."
RCW 62A.3-104
.
"Nominated person."
RCW 62A.5-102
.
"Note."
RCW 62A.3-104
.
"Proceeds of a letter of credit."
RCW 62A.5-114
.
"Protected purchaser."
RCW 62A.8-303
.
"Prove."
RCW 62A.3-103
.
"Qualifying purchaser."
RCW 62A.12-102
.
"Sale."
RCW 62A.2-106
.
"Securities account."
RCW 62A.8-501
.
"Securities intermediary."
RCW 62A.8-102
.
"Security."
RCW 62A.8-102
.
"Security certificate."
RCW 62A.8-102
.
"Security entitlement."
RCW 62A.8-102
.
"Uncertificated security."
RCW 62A.8-102
.
(c)
Article 1 definitions and principles.
Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
[
2023 c 266 s 901
;
2012 c 214 s 1502
; (2012 c 214 s 1501 expired July 1, 2013);
2011 c 74 s 101
;
2001 c 32 s 16
; 2000 c 250 s 9A-102.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2012 c 214 ss 902, 1403, 1502, 1508, 1511, 1514, 1516, and 1518:
See note following RCW 62A.2A-103
.
Expiration date
—
2012 c 214 ss 901, 1402, 1501, 1507, 1510, 1513, 1515, and 1517:
See note following RCW 62A.2A-103
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Application
—
2011 c 74:
"(1)
Preeffective date transactions or liens.
Except as otherwise provided in this section or sections 602 through 608 of this act, this act applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.
(2)
Preeffective date proceedings.
This act does not affect an action, case, or proceeding commenced before July 1, 2013." [
2011 c 74 s 601
.]
Effective date
—
2011 c 74:
"This act takes effect July 1, 2013." [
2011 c 74 s 803
.]
Effective date
—
2001 c 32:
"This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect July 1, 2001." [
2001 c 32 s 55
.]
RCW 62A.9A-103
Purchase-money security interest; application of payments; burden of establishing.
(a)
Definitions.
In this section:
(1) "Purchase-money collateral" means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and
(2) "Purchase-money obligation" means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in, or the use of, the collateral, if the value is in fact so used.
(b)
Purchase-money security interest in goods.
A security interest in goods is a purchase-money security interest:
(1) To the extent that the goods are purchase-money collateral with respect to that security interest;
(2) If the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and
(3) Also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.
(c)
Purchase-money security interest in software.
A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:
(1) The debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and
(2) The debtor acquired its interest in the software for the principal purpose of using the software in the goods.
(d)
Consignor's inventory purchase-money security interest.
The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.
(e)
Application of payment in nonconsumer-goods transaction.
In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:
(1) In accordance with any reasonable method of application to which the parties agree;
(2) In the absence of the parties' agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or
(3) In the absence of an agreement to a reasonable method and a timely manifestation of the obligor's intention, in the following order:
(A) To obligations that are not secured; and
(B) If more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.
(f)
No loss of status of purchase-money security interest in nonconsumer-goods transaction.
In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:
(1) The purchase-money collateral also secures an obligation that is not a purchase-money obligation;
(2) Collateral that is not purchase-money collateral also secures the purchase-money obligation; or
(3) The purchase-money obligation has been renewed, refinanced, consolidated, or restructured.
(g)
Burden of proof in nonconsumer-goods transaction.
In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.
(h)
Nonconsumer-goods transactions; no inference.
The limitation of the rules in subsections (e), (f), and (g) of this section to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.
[2000 c 250 s 9A-103.]
RCW 62A.9A-104
Control of deposit account.
(a)
Requirements for control.
A secured party has control of a deposit account if:
(1) The secured party is the bank with which the deposit account is maintained;
(2) The debtor, secured party, and bank have agreed in a signed record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor;
(3) The secured party becomes the bank's customer with respect to the deposit account; or
(4) Another person, other than the debtor:
(A) Has control of the deposit account and acknowledges that it has control on behalf of the secured party; or
(B) Obtains control of the deposit account after having acknowledged that it will obtain control of the deposit account on behalf of the secured party.
(b)
Debtor's right to direct disposition.
A secured party that has satisfied subsection (a) of this section has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.
[
2023 c 266 s 902
;
2001 c 32 s 17
; 2000 c 250 s 9A-104.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-105
Control of electronic copy of record evidencing chattel paper.
(a)
General rule: Control of electronic copy of record evidencing chattel paper.
A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establishes the purchaser as the person to which the authoritative electronic copy was assigned.
(b)
Single authoritative copy.
A system satisfies subsection (a) of this section if the record or records evidencing the chattel paper are created, stored, and assigned in a manner that:
(1) A single authoritative copy of the record or records exists which is unique, identifiable, and, except as otherwise provided in (4), (5), and (6) of this subsection, unalterable;
(2) The authoritative copy identifies the purchaser as the assignee of the record or records;
(3) The authoritative copy is communicated to and maintained by the purchaser or its designated custodian;
(4) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the purchaser;
(5) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and
(6) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.
(c)
One or more authoritative copies.
A system satisfies subsection (a) of this section, and a purchaser has control of an authoritative electronic copy of a record evidencing chattel paper, if the electronic copy, a record attached to or logically associated with the electronic copy, or a system in which the electronic copy is recorded:
(1) Enables the purchaser readily to identify each electronic copy as either an authoritative copy or a nonauthoritative copy;
(2) Enables the purchaser readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as the assignee of the authoritative electronic copy; and
(3) Gives the purchaser exclusive power, subject to subsection (d) of this section, to:
(A) Prevent others from adding or changing an identified assignee of the authoritative electronic copy; and
(B) Transfer control of the authoritative electronic copy.
(d)
Meaning of exclusive.
Subject to subsection (e) of this section, a power is exclusive under subsection (c)(3)(A) and (B) of this section even if:
(1) The authoritative electronic copy, a record attached to or logically associated with the authoritative electronic copy, or a system in which the authoritative electronic copy is recorded limits the use of the authoritative electronic copy or has a protocol programmed to cause a change, including a transfer or loss of control; or
(2) The power is shared with another person.
(e)
When power not shared with another person.
A power of a purchaser is not shared with another person under subsection (d)(2) of this section and the purchaser's power is not exclusive if:
(1) The purchaser can exercise the power only if the power also is exercised by the other person; and
(2) The other person:
(A) Can exercise the power without exercise of the power by the purchaser; or
(B) Is the transferor to the purchaser of an interest in the chattel paper.
(f)
Presumption of exclusivity of certain powers.
If a purchaser has the powers specified in subsection (c)(3)(A) and (B) of this section, the powers are presumed to be exclusive.
(g)
Obtaining control through another person.
A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if another person, other than the transferor to the purchaser of an interest in the chattel paper:
(1) Has control of the authoritative electronic copy and acknowledges that it has control on behalf of the purchaser; or
(2) Obtains control of the authoritative electronic copy after having acknowledged that it will obtain control of the electronic copy on behalf of the purchaser.
[
2023 c 266 s 903
;
2011 c 74 s 102
;
2001 c 32 s 18
; 2000 c 250 s 9A-105.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-1051
Control of electronic money.
(a)
General rule: Control of electronic money.
A person has control of electronic money if:
(1) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded gives the person:
(A) Power to avail itself of substantially all the benefit from the electronic money; and
(B) Exclusive power, subject to subsection (b) of this section, to:
(i) Prevent others from availing themselves of substantially all the benefit from the electronic money; and
(ii) Transfer control of the electronic money to another person or cause another person to obtain control of other electronic money as a result of the transfer of the electronic money; and
(2) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded enables the person readily to identify itself in any way, including by name, identifying number, cryptographic key, office, or account number, as having the powers under (1) of this subsection.
(b)
Meaning of exclusive.
Subject to subsection (c) of this section, a power is exclusive under subsection (a)(1)(B)(i) and (ii) of this section even if:
(1) The electronic money, a record attached to or logically associated with the electronic money, or a system in which the electronic money is recorded limits the use of the electronic money or has a protocol programmed to cause a change, including a transfer or loss of control; or
(2) The power is shared with another person.
(c)
When power not shared with another person.
A power of a person is not shared with another person under subsection (b)(2) of this section and the person's power is not exclusive if:
(1) The person can exercise the power only if the power also is exercised by the other person; and
(2) The other person:
(A) Can exercise the power without exercise of the power by the person; or
(B) Is the transferor to the person of an interest in the electronic money.
(d)
Presumption of exclusivity of certain powers.
If a person has the powers specified in subsection (a)(1)(B)(i) and (ii) of this section, the powers are presumed to be exclusive.
(e)
Control through another person.
A person has control of electronic money if another person, other than the transferor to the person of an interest in the electronic money:
(1) Has control of the electronic money and acknowledges that it has control on behalf of the person; or
(2) Obtains control of the electronic money after having acknowledged that it will obtain control of the electronic money on behalf of the person.
[
2023 c 266 s 904
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-106
Control of investment property.
(a)
Control under RCW 62A.8-106
.
A person has control of a certificated security, uncertificated security, or security entitlement as provided in RCW 62A.8-106
.
(b)
Control of commodity contract.
A secured party has control of a commodity contract if:
(1) The secured party is the commodity intermediary with which the commodity contract is carried; or
(2) The commodity customer, secured party, and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.
(c)
Effect of control of securities account or commodity account.
A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.
[2000 c 250 s 9A-106.]
RCW 62A.9A-107
Control of letter-of-credit right.
A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under RCW 62A.5-114
(c) or otherwise applicable law or practice.
[
2012 c 214 s 1716
;
2001 c 32 s 19
; 2000 c 250 s 9A-107.]
NOTES:
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-1071
Control of controllable electronic record, controllable account, or controllable payment intangible.
(a)
Control under RCW 62A.12-105
.
A secured party has control of a controllable electronic record as provided in RCW 62A.12-105
.
(b)
Control of controllable account and controllable payment intangible.
A secured party has control of a controllable account or controllable payment intangible if the secured party has control of the controllable electronic record that evidences the controllable account or controllable payment intangible.
[
2023 c 266 s 905
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-1072
No requirement to acknowledge or confirm; no duties.
(a)
No requirement to acknowledge.
A person that has control under RCW 62A.9A-104, 62A.9A-105, or
62A.9A-1051
is not required to acknowledge that it has control on behalf of another person.
(b)
No duties or confirmation.
If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.
[
2023 c 266 s 906
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-108
Sufficiency of description in security agreement.
(a)
Sufficiency of description.
Except as otherwise provided in subsections (c), (d), and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.
(b)
Examples of reasonable identification.
Except as otherwise provided in subsection (d) of this section, a description of collateral reasonably identifies the collateral if it identifies the collateral by:
(1) Specific listing;
(2) Category;
(3) Except as otherwise provided in subsection (e) of this section, a type of collateral defined in the Uniform Commercial Code;
(4) Quantity;
(5) Computational or allocational formula or procedure; or
(6) Except as otherwise provided in subsection (c) of this section, any other method, if the identity of the collateral is objectively determinable.
(c)
Supergeneric description not sufficient.
A description of collateral as "all the debtor's assets" or "all the debtor's personal property" or using words of similar import does not reasonably identify the collateral. However, as provided in RCW 62A.9A-504, such a description is sufficient in a financing statement.
(d)
Investment property.
Except as otherwise provided in subsection (e) of this section, a description of a security entitlement, securities account, or commodity account is sufficient if it describes:
(1) The collateral by those terms or as investment property; or
(2) The underlying financial asset or commodity contract.
(e)
When description by type insufficient.
A description only by type of collateral defined in the Uniform Commercial Code is an insufficient description of:
(1) A commercial tort claim; or
(2) In a consumer transaction, consumer goods, a security entitlement, a securities account, or a commodity account.
[2000 c 250 s 9A-108.]
RCW 62A.9A-109
Scope.
(a)
General scope of Article.
Except as otherwise provided in subsections (c) and (d) of this section, this Article applies to:
(1) A transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;
(2) An agricultural lien;
(3) A sale of accounts, chattel paper, payment intangibles, or promissory notes;
(4) A consignment;
(5) A security interest arising under RCW 62A.2-401, 62A.2-505, 62A.2-711
(3), or
62A.2A-508
(5), as provided in RCW 62A.9A-110
; and
(6) A security interest arising under RCW 62A.4-210
or
62A.5-118
.
(b)
Security interest in secured obligation.
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.
(c)
Extent to which Article does not apply.
This Article does not apply to the extent that:
(1) A statute, regulation, or treaty of the United States preempts this Article;
(2) Another statute of this state expressly governs the creation, perfection, priority, or enforcement of a security interest created by this state or a governmental unit of this state;
(3) A statute of another state, a foreign country, or a governmental unit of another state or a foreign country, other than a statute generally applicable to security interests, expressly governs creation, perfection, priority, or enforcement of a security interest created by the state, country, or governmental unit; or
(4) The rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under RCW 62A.5-114
.
(d)
Inapplicability of Article.
This Article does not apply to:
(1) A landlord's lien, other than an agricultural lien;
(2) A lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but RCW 62A.9A-333
applies with respect to priority of the lien;
(3) An assignment of a claim for wages, salary, or other compensation of an employee;
(4) A sale of accounts, chattel paper, payment intangibles, or promissory notes as part of a sale of the business out of which they arose;
(5) An assignment of accounts, chattel paper, payment intangibles, or promissory notes which is for the purpose of collection only;
(6) An assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;
(7) An assignment of a single account, payment intangible, or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;
(8) A transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but RCW 62A.9A-315
and
62A.9A-322
apply with respect to proceeds and priorities in proceeds;
(9) An assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;
(10) A right of recoupment or set-off, but:
(A) RCW 62A.9A-340
applies with respect to the effectiveness of rights of recoupment or set-off against deposit accounts; and
(B) RCW 62A.9A-404
applies with respect to defenses or claims of an account debtor;
(11) The creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:
(A) Liens on real property in RCW 62A.9A-203
and
62A.9A-308
;
(B) Fixtures in RCW 62A.9A-334
;
(C) Fixture filings in RCW 62A.9A-501, 62A.9A-502, 62A.9A-512, 62A.9A-516, and
62A.9A-519
; and
(D) Security agreements covering personal and real property in RCW 62A.9A-604
;
(12) An assignment of a claim arising in tort, other than a commercial tort claim, but RCW 62A.9A-315
and
62A.9A-322
apply with respect to proceeds and priorities in proceeds;
(13) An assignment in a consumer transaction of a deposit account on which checks can be drawn, but RCW 62A.9A-315
and
62A.9A-322
apply with respect to proceeds and priorities in proceeds;
(14) A transfer by this state or a governmental unit of this state; or
(15) The creation or transfer of an interest in or lien on a live dog or cat.
[
2019 c 340 s 4
; 2000 c 250 s 9A-109.]
NOTES:
Construction
—
Additional remedies
—
Dog or cat ownership contracts
—
2019 c 340:
See notes following RCW 63.10.070
.
RCW 62A.9A-110
Security interests arising under Article 2 or 2A.
A security interest arising under RCW 62A.2-401, 62A.2-505, 62A.2-711
(3), or
62A.2A-508
(5) is subject to this Article. However, until the debtor obtains possession of the goods:
(1) The security interest is enforceable, even if RCW 62A.9A-203
(b)(3) has not been satisfied;
(2) Filing is not required to perfect the security interest;
(3) The rights of the secured party after default by the debtor are governed by Article 2 or 2A; and
(4) The security interest has priority over a conflicting security interest created by the debtor.
[2000 c 250 s 9A-110.]
RCW 62A.9A-201
General effectiveness of security agreement.
(a)
General effectiveness.
Except as otherwise provided in the Uniform Commercial Code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.
(b)
Applicable consumer laws and other law.
A transaction subject to this Article is subject to any applicable rule of law which establishes a different rule for consumers and (1) any other statute or regulation that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit and (2) any consumer-protection statute or regulation.
(c)
Other applicable law controls.
In case of conflict between this Article and a rule of law, statute, or regulation described in subsection (b) of this section, the rule of law, statute, or regulation controls. Failure to comply with a statute or regulation described in subsection (b) of this section has only the effect the statute or regulation specifies.
(d)
Further deference to other applicable law.
This Article does not:
(1) Validate any rate, charge, agreement, or practice that violates a rule of law, statute, or regulation described in subsection (b) of this section; or
(2) Extend the application of the rule of law, statute, or regulation to a transaction not otherwise subject to it.
[
2001 c 32 s 20
; 2000 c 250 s 9A-201.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-202
Title to collateral immaterial.
Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this Article with regard to rights and obligations apply whether title to collateral is in the secured party or the debtor.
[2000 c 250 s 9A-202.]
RCW 62A.9A-203
Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
(a)
Attachment.
A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment.
(b)
Enforceability.
Except as otherwise provided in subsections (c) through (i) of this section, a security interest is enforceable against the debtor and third parties with respect to the collateral only if:
(1) Value has been given;
(2) The debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; and
(3) One of the following conditions is met:
(A) The debtor has signed a security agreement that provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned;
(B) The collateral is not a certificated security and is in the possession of the secured party under RCW 62A.9A-313
pursuant to the debtor's security agreement;
(C) The collateral is a certificated security in registered form and the security certificate has been delivered to the secured party under RCW 62A.8-301
pursuant to the debtor's security agreement;
(D) The collateral is controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights, and the secured party has control under RCW 62A.7-106, 62A.9A-104, 62A.9A-105, 62A.9A-106, 62A.9A-107, 62A.9A-1051, or
62A.9A-1071
pursuant to the debtor's security agreement; or
(E) The collateral is chattel paper and the secured party has possession and control under RCW 62A.9A-3141
pursuant to the debtor's security agreement.
(c)
Other UCC provisions.
Subsection (b) of this section is subject to RCW 62A.4-210
on the security interest of a collecting bank, RCW 62A.5-118
on the security interest of a letter-of-credit issuer or nominated person, RCW 62A.9A-110
on a security interest arising under Article 2 or 2A, and RCW 62A.9A-206
on security interests in investment property.
(d)
When person becomes bound by another person's security agreement.
A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this Article or by contract:
(1) The security agreement becomes effective to create a security interest in the person's property; or
(2) The person becomes generally obligated for the obligations of the other person, including the obligation secured under the security agreement, and acquires or succeeds to all or substantially all of the assets of the other person.
(e)
Effect of new debtor becoming bound.
If a new debtor becomes bound as debtor by a security agreement entered into by another person:
(1) The agreement satisfies subsection (b)(3) of this section with respect to existing or after-acquired property of the new debtor to the extent the property is described in the agreement; and
(2) Another agreement is not necessary to make a security interest in the property enforceable.
(f)
Proceeds and supporting obligations.
The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by RCW 62A.9A-315
and is also attachment of a security interest in a supporting obligation for the collateral.
(g)
Lien securing right to payment.
The attachment of a security interest in a right to payment or performance secured by a security interest or other lien on personal or real property is also attachment of a security interest in the security interest, mortgage, or other lien.
(h)
Security entitlement carried in securities account.
The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.
(i)
Commodity contracts carried in commodity account.
The attachment of a security interest in a commodity account is also attachment of a security interest in the commodity contracts carried in the commodity account.
[
2023 c 266 s 907
;
2012 c 214 s 1503
; 2000 c 250 s 9A-203.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
RCW 62A.9A-204
After-acquired property; future advances.
(a)
After-acquired collateral.
Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral.
(b)
When after-acquired property clause not effective.
Subject to subsection (b.1) of this section, a security interest does not attach, under a term constituting an after-acquired property clause, to:
(1) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within ten days after the secured party gives value; or
(2) A commercial tort claim.
(b.1)
Limitation on subsection (b)
. Subsection (b) of this section does not prevent a security interest from attaching:
(1) To consumer goods as proceeds under RCW 62A.9A-315
(a) or commingled goods under RCW 62A.9A-336
(c);
(2) To a commercial tort claim as proceeds under RCW 62A.9A-315
(a); or
(3) Under an after-acquired property clause to property that is proceeds of consumer goods or a commercial tort claim.
(c)
Future advances and other value.
A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles, or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.
[
2023 c 266 s 908
; 2000 c 250 s 9A-204.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-205
Use or disposition of collateral permissible.
(a)
When security interest not invalid or fraudulent.
A security interest is not invalid or fraudulent against creditors solely because:
(1) The debtor has the right or ability to:
(A) Use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods;
(B) Collect, compromise, enforce, or otherwise deal with collateral;
(C) Accept the return of collateral or make repossessions; or
(D) Use, commingle, or dispose of proceeds; or
(2) The secured party fails to require the debtor to account for proceeds or replace collateral.
(b)
Requirements of possession not relaxed.
This section does not relax the requirements of possession if attachment, perfection, or enforcement of a security interest depends upon possession of the collateral by the secured party.
[2000 c 250 s 9A-205.]
RCW 62A.9A-206
Security interest arising in purchase or delivery of financial asset.
(a)
Security interest when person buys through securities intermediary.
A security interest in favor of a securities intermediary attaches to a person's security entitlement if:
(1) The person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and
(2) The securities intermediary credits the financial asset to the buyer's securities account before the buyer pays the securities intermediary.
(b)
Security interest secures obligation to pay for financial asset.
The security interest described in subsection (a) of this section secures the person's obligation to pay for the financial asset.
(c)
Security interest in payment against delivery transaction.
A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if:
(1) The security or other financial asset:
(A) In the ordinary course of business, is transferred by delivery with any necessary indorsement or assignment; and
(B) Is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and
(2) The agreement calls for delivery against payment.
(d)
Security interest secures obligation to pay for delivery.
The security interest described in subsection (c) of this section secures the obligation to make payment for the delivery.
[2000 c 250 s 9A-206.]
RCW 62A.9A-207
Rights and duties of secured party having possession or control of collateral.
(a)
Duty of care when secured party in possession.
Except as otherwise provided in subsection (d) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party's possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.
(b)
Expenses, risks, duties, and rights when secured party in possession.
Except as otherwise provided in subsection (d) of this section, if a secured party has possession of collateral:
(1) Reasonable expenses, including the cost of 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;
(2) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage;
(3) The secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and
(4) The secured party may use or operate the collateral:
(A) For the purpose of preserving the collateral or its value;
(B) As permitted by an order of a court having competent jurisdiction; or
(C) Except in the case of consumer goods, in the manner and to the extent agreed by the debtor.
(c)
Duties and rights when secured party in possession or control.
Except as otherwise provided in subsection (d) of this section, a secured party having possession of collateral or control of collateral under RCW 62A.7-106, 62A.9A-104, 62A.9A-105, 62A.9A-106, 62A.9A-107, 62A.9A-1051, or
62A.9A-1071
:
(1) May hold as additional security any proceeds, except money or funds, received from the collateral;
(2) Shall apply money or funds received from the collateral to reduce the secured obligation, unless remitted to the debtor; and
(3) May create a security interest in the collateral.
(d)
Buyer of certain rights to payment.
If the secured party is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor:
(1) Subsection (a) of this section does not apply unless the secured party is entitled under an agreement:
(A) To charge back uncollected collateral; or
(B) Otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; and
(2) Subsections (b) and (c) of this section do not apply.
[
2023 c 266 s 909
;
2012 c 214 s 1504
; 2000 c 250 s 9A-207.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
RCW 62A.9A-208
Additional duties of secured party having control of collateral.
(a)
Applicability of section.
This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value.
(b)
Duties of secured party after receiving demand from debtor.
Within 10 days after receiving a signed demand by the debtor:
(1) A secured party having control of a deposit account under RCW 62A.9A-104
(a)(2) shall send to the bank with which the deposit account is maintained a signed record that releases the bank from any further obligation to comply with instructions originated by the secured party;
(2) A secured party having control of a deposit account under RCW 62A.9A-104
(a)(3) shall:
(A) Pay the debtor the balance on deposit in the deposit account; or
(B) Transfer the balance on deposit into a deposit account in the debtor's name;
(3) A secured party, other than a buyer, having control under RCW 62A.9A-105
of an authoritative electronic copy of a record evidencing chattel paper shall transfer control of the electronic copy to the debtor or a person designated by the debtor;
(4) A secured party having control of investment property under RCW 62A.8-106
(4)(b) or
62A.9A-106
(b) shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained a signed record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;
(5) A secured party having control of a letter-of-credit right under RCW 62A.9A-107
shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party a signed release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party;
(6) A secured party having control under RCW 62A.7-106
of an authoritative electronic copy of an electronic document of title shall transfer control of the electronic copy to the debtor or a person designated by the debtor;
(7) A secured party having control under RCW 62A.9A-1051
of electronic money shall transfer control of the electronic money to the debtor or a person designated by the debtor; and
(8) A secured party having control under RCW 62A.12-105
of a controllable electronic record, other than a buyer of a controllable account or controllable payment intangible evidenced by the controllable electronic record, shall transfer control of the controllable electronic record to the debtor or a person designated by the debtor.
[
2023 c 266 s 910
;
2012 c 214 s 1505
;
2001 c 32 s 21
; 2000 c 250 s 9A-208.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-209
Duties of secured party if account debtor has been notified of assignment.
(a)
Applicability of section.
Except as otherwise provided in subsection (c) of this section, this section applies if:
(1) There is no outstanding secured obligation; and
(2) The secured party is not committed to make advances, incur obligations, or otherwise give value.
(b)
Duties of secured party after receiving demand from debtor.
Within 10 days after receiving a signed demand by the debtor, a secured party shall send to an account debtor that has received notification under RCW 62A.9A-406
(a) or
62A.12-106
(b) of an assignment to the secured party as assignee a signed record that releases the account debtor from any further obligation to the secured party.
(c)
Inapplicability to sales.
This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.
[
2023 c 266 s 911
;
2011 c 74 s 707
; 2000 c 250 s 9A-209.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-210
Request for accounting; request regarding list of collateral or statement of account.
(a)
Definitions.
In this section:
(1) "Request" means a record of a type described in (2), (3), or (4) of this subsection.
(2) "Request for an accounting" means a record signed by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request.
(3) "Request regarding a list of collateral" means a record signed by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.
(4) "Request regarding a statement of account" means a record signed by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.
(b)
Duty to respond to requests.
Subject to subsections (c), (d), (e), and (f) of this section, a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within fourteen days after receipt:
(1) In the case of a request for an accounting, by signing and sending to the debtor an accounting; and
(2) In the case of a request regarding a list of collateral or a request regarding a statement of account, by signing and sending to the debtor an approval or correction.
(c)
Request regarding list of collateral; statement concerning type of collateral.
A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor a signed record including a statement to that effect within 14 days after receipt.
(d)
Request regarding list of collateral; no interest claimed.
A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor a signed record:
(1) Disclaiming any interest in the collateral; and
(2) If known to the recipient, providing the name and mailing address of any assignee of, or successor to, the recipient's interest in the collateral.
(e)
Request for accounting or regarding statement of account; no interest in obligation claimed.
A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within fourteen days after receipt by sending to the debtor a signed record:
(1) Disclaiming any interest in the obligations; and
(2) If known to the recipient, providing the name and mailing address of any assignee of, or successor to, the recipient's interest in the obligations.
(f)
Charges for responses.
A debtor is entitled without charge to one response to a request under this section during any six-month period. The secured party may require payment of a charge not exceeding twenty-five dollars for each additional response.
[
2023 c 266 s 912
; 2000 c 250 s 9A-210.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-301
Law governing perfection and priority of security interests.
Except as otherwise provided in RCW 62A.9A-303
through
62A.9A-306
and
62A.9A-3062, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:
(1) Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.
(2) While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.
(3) Except as otherwise provided in subsection (4) of this section, while negotiable tangible documents, goods, instruments, or tangible money is located in a jurisdiction, the local law of that jurisdiction governs:
(A) Perfection of a security interest in the goods by filing a fixture filing;
(B) Perfection of a security interest in timber to be cut; and
(C) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.
(4) The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.
[
2023 c 266 s 913
;
2012 c 214 s 1506
;
2001 c 32 s 22
; 2000 c 250 s 9A-301.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-302
Law governing perfection and priority of agricultural liens.
While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.
[2000 c 250 s 9A-302.]
RCW 62A.9A-303
Law governing perfection and priority of security interests in goods covered by a certificate of title.
(a)
Applicability of section.
This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.
(b)
When goods covered by certificate of title.
Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.
(c)
Applicable law.
The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.
[2000 c 250 s 9A-303.]
RCW 62A.9A-304
Law governing perfection and priority of security interests in deposit accounts.
(a)
Law of bank's jurisdiction governs.
The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank's jurisdiction.
(b)
Bank's jurisdiction.
The following rules determine a bank's jurisdiction for purposes of this part:
(1) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank's jurisdiction for purposes of this part, this Article, or the Uniform Commercial Code, that jurisdiction is the bank's jurisdiction.
(2) If (1) of this subsection does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
(3) If neither (1) nor (2) of this subsection applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank's jurisdiction.
(4) If (1) through (3) of this subsection do not apply, the bank's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer's account is located.
(5) If (1) through (4) of this subsection do not apply, the bank's jurisdiction is the jurisdiction in which the chief executive office of the bank is located.
[
2023 c 266 s 914
; 2000 c 250 s 9A-304.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-305
Law governing perfection and priority of security interests in investment property.
(a)
Governing law: General rules.
Except as otherwise provided in subsection (c) of this section, the following rules apply:
(1) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby.
(2) The local law of the issuer's jurisdiction as specified in RCW 62A.8-110
(4) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security.
(3) The local law of the securities intermediary's jurisdiction as specified in RCW 62A.8-110
(5) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account.
(4) The local law of the commodity intermediary's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account.
(5) (2), (3), and (4) of this subsection apply even if the transaction does not bear any relation to the jurisdiction.
(b)
Commodity intermediary's jurisdiction.
The following rules determine a commodity intermediary's jurisdiction for purposes of this part:
(1) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary's jurisdiction for purposes of this part, this Article, or the Uniform Commercial Code, that jurisdiction is the commodity intermediary's jurisdiction.
(2) If (1) of this subsection does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
(3) If neither (1) nor (2) of this subsection applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
(4) If (1) through (3) of this subsection do not apply, the commodity intermediary's jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer's account is located.
(5) If (1) through (4) of this subsection do not apply, the commodity intermediary's jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located.
(c)
When perfection governed by law of jurisdiction where debtor located.
The local law of the jurisdiction in which the debtor is located governs:
(1) Perfection of a security interest in investment property by filing;
(2) Automatic perfection of a security interest in investment property created by a broker or securities intermediary; and
(3) Automatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary.
[
2023 c 266 s 915
;
2001 c 32 s 23
; 2000 c 250 s 9A-305.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-306
Law governing perfection and priority of security interests in letter-of-credit rights.
(a)
Governing law: Issuer's or nominated person's jurisdiction.
Subject to subsection (c) of this section, the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer's jurisdiction or nominated person's jurisdiction is a state.
(b)
Issuer's or nominated person's jurisdiction.
For purposes of this part, an issuer's jurisdiction or nominated person's jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in RCW 62A.5-116
.
(c)
When section not applicable.
This section does not apply to a security interest that is perfected only under RCW 62A.9A-308
(d).
[
2001 c 32 s 24
; 2000 c 250 s 9A-306.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-3061
Law governing perfection and priority of security interests in chattel paper.
(a)
Chattel paper evidenced by authoritative electronic copy.
Except as provided in subsection (d) of this section, if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an authoritative electronic copy and an authoritative tangible copy, the local law of the chattel paper's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the chattel paper, even if the transaction does not bear any relation to the chattel paper's jurisdiction.
(b)
Chattel paper's jurisdiction.
The following rules determine the chattel paper's jurisdiction under this section:
(1) If the authoritative electronic copy of the record evidencing chattel paper, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this Article, or this title, that jurisdiction is the chattel paper's jurisdiction.
(2) If (1) of this subsection does not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that a particular jurisdiction is the chattel paper's jurisdiction for purposes of this part, this Article, or this title, that jurisdiction is the chattel paper's jurisdiction.
(3) If (1) and (2) of this subsection do not apply and the authoritative electronic copy, or a record attached to or logically associated with the electronic copy and readily available for review, expressly provides that the chattel paper is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.
(4) If (1), (2), and (3) of this subsection do not apply and the rules of the system in which the authoritative electronic copy is recorded are readily available for review and expressly provide that the chattel paper or the system is governed by the law of a particular jurisdiction, that jurisdiction is the chattel paper's jurisdiction.
(5) If (1) through (4) of this subsection do not apply, the chattel paper's jurisdiction is the jurisdiction in which the debtor is located.
(c)
Chattel paper evidenced by authoritative tangible copy.
If an authoritative tangible copy of a record evidences chattel paper and the chattel paper is not evidenced by an authoritative electronic copy, while the authoritative tangible copy of the record evidencing chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:
(1) Perfection of a security interest in the chattel paper by possession under RCW 62A.9A-3141
; and
(2) The effect of perfection or nonperfection and the priority of a security interest in the chattel paper.
(d)
When perfection governed by law of jurisdiction where debtor located.
The local law of the jurisdiction in which the debtor is located governs perfection of a security interest in chattel paper by filing.
[
2023 c 266 s 916
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-3062
Law governing perfection and priority of security interests in controllable accounts, controllable electronic records, and controllable payment intangibles.
(a)
Governing law: General rules.
Except as provided in subsection (b) of this section, the local law of the controllable electronic record's jurisdiction specified in RCW 62A.12-107
(c) and (d) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.
(b)
When perfection governed by law of jurisdiction where debtor located.
The local law of the jurisdiction in which the debtor is located governs:
(1) Perfection of a security interest in a controllable account, controllable electronic record, or controllable payment intangible by filing; and
(2) Automatic perfection of a security interest in a controllable payment intangible created by a sale of the controllable payment intangible.
[
2023 c 266 s 917
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-307
Location of debtor.
(a)
"Place of business."
In this section, "place of business" means a place where a debtor conducts its affairs.
(b)
Debtor's location: General rules.
Except as otherwise provided in this section, the following rules determine a debtor's location:
(1) A debtor who is an individual is located at the individual's principal residence.
(2) A debtor that is an organization and has only one place of business is located at its place of business.
(3) A debtor that is an organization and has more than one place of business is located at its chief executive office.
(c)
Limitation of applicability of subsection (b) of this section.
Subsection (b) of this section applies only if a debtor's residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection (b) of this section does not apply, the debtor is located in the District of Columbia.
(d)
Continuation of location: Cessation of existence, etc.
A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subsections (b) and (c) of this section.
(e)
Location of registered organization organized under state law.
A registered organization that is organized under the law of a state is located in that state.
(f)
Location of registered organization organized under federal law; bank branches and agencies.
Except as otherwise provided in subsection (i) of this section, a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:
(1) In the state that the law of the United States designates, if the law designates a state of location;
(2) In the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office; or
(3) In the District of Columbia, if neither (1) or (2) of this subsection applies.
(g)
Continuation of location: Change in status of registered organization.
A registered organization continues to be located in the jurisdiction specified by subsection (e) or (f) of this section notwithstanding:
(1) The suspension, revocation, forfeiture, or lapse of the registered organization's status as such in its jurisdiction of organization; or
(2) The dissolution, winding up, or cancellation of the existence of the registered organization.
(h)
Location of United States.
The United States is located in the District of Columbia.
(i)
Location of foreign bank branch or agency if licensed in only one state.
A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.
(j)
Location of foreign air carrier.
A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.
(k)
Section applies only to this part.
This section applies only for purposes of this part.
[
2011 c 74 s 201
; 2000 c 250 s 9A-307.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-308
When security interest or agricultural lien is perfected; continuity of perfection.
(a)
Perfection of security interest.
Except as otherwise provided in this section and RCW 62A.9A-309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in RCW 62A.9A-310
through
62A.9A-316
have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.
(b)
Perfection of agricultural lien.
An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in RCW 62A.9A-310
have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.
(c)
Continuous perfection; perfection by different methods.
A security interest or agricultural lien is perfected continuously if it is originally perfected by one method under this Article and is later perfected by another method under this Article, without an intermediate period when it was unperfected.
(d)
Supporting obligation.
Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.
(e)
Lien securing right to payment.
Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.
(f)
Security entitlement carried in securities account.
Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.
(g)
Commodity contract carried in commodity account.
Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.
[2000 c 250 s 9A-308.]
RCW 62A.9A-309
Security interest perfected upon attachment.
The following security interests are perfected when they attach:
(1) A purchase-money security interest in consumer goods, except as otherwise provided in RCW 62A.9A-311
(b) with respect to consumer goods that are subject to a statute or treaty described in RCW 62A.9A-311
(a);
(2) An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer more than fifty thousand dollars, or ten percent of the total amount of the assignor's outstanding accounts and payment intangibles;
(3) A sale of a payment intangible;
(4) A sale of a promissory note;
(5) A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services;
(6) A security interest arising under RCW 62A.2-401, 62A.2-505, 62A.2-711
(3), or
62A.2A-508
(5), until the debtor obtains possession of the collateral;
(7) A security interest of a collecting bank arising under RCW 62A.4-210
;
(8) A security interest of an issuer or nominated person arising under RCW 62A.5-118
;
(9) A security interest arising in the delivery of a financial asset under RCW 62A.9A-206
(c);
(10) A security interest in investment property created by a broker or securities intermediary;
(11) A security interest in a commodity contract or a commodity account created by a commodity intermediary;
(12) An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and
(13) A security interest created by an assignment of a beneficial interest in a decedent's estate.
[
2011 c 74 s 708
; 2000 c 250 s 9A-309.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-310
When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.
(a)
General rule: Perfection by filing.
Except as otherwise provided in subsections (b) and (d) of this section and RCW 62A.9A-312
(b), a financing statement must be filed to perfect all security interests and agricultural liens.
(b)
Exceptions: Filing not necessary.
The filing of a financing statement is not necessary to perfect a security interest:
(1) That is perfected under RCW 62A.9A-308
(d), (e), (f), or (g);
(2) That is perfected under RCW 62A.9A-309
when it attaches;
(3) In property subject to a statute, regulation, or treaty described in RCW 62A.9A-311
(a);
(4) In goods in possession of a bailee which is perfected under RCW 62A.9A-312
(d) (1) or (2);
(5) In certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under RCW 62A.9A-312
(e), (f), or (g);
(6) In collateral in the secured party's possession under RCW 62A.9A-313
;
(7) In a certificated security which is perfected by delivery of the security certificate to the secured party under RCW 62A.9A-313
;
(8) In controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, investment property, or letter-of-credit rights which is perfected by control under RCW 62A.9A-314
;
(8.1) In chattel paper which is perfected by possession and control under RCW 62A.9A-3141
;
(9) In proceeds which is perfected under RCW 62A.9A-315
; or
(10) That is perfected under RCW 62A.9A-316
.
(c)
Assignment of perfected security interest.
If a secured party assigns a perfected security interest or agricultural lien, a filing under this Article is not required to continue the perfected status of the security interest against creditors of and transferees from the original debtor.
(d)
Further exception: Filing not necessary for handler's lien.
The filing of a financing statement is not necessary to perfect the agricultural lien of a handler on orchard crops as provided in RCW 60.11.020
(3).
[
2023 c 266 s 918
;
2012 c 214 s 1508
; (2012 c 214 s 1507 expired July 1, 2013);
2011 c 74 s 709
; 2000 c 250 s 9A-310.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2012 c 214 ss 902, 1403, 1502, 1508, 1511, 1514, 1516, and 1518:
See note following RCW 62A.2A-103
.
Expiration date
—
2012 c 214 ss 901, 1402, 1501, 1507, 1510, 1513, 1515, and 1517:
See note following RCW 62A.2A-103
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-311
Perfection of security interests in property subject to certain statutes, regulations, and treaties.
(a)
Security interest subject to other law.
Except as otherwise provided in subsection (d) of this section, the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:
(1) A statute, regulation, or treaty of the United States whose requirements for a security interest's obtaining priority over the rights of a lien creditor with respect to the property preempt RCW 62A.9A-310
(a);
(2) RCW 46.12.675
or
88.02.520, or *chapter
65.12
RCW; or
(3) A statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest's obtaining priority over the rights of a lien creditor with respect to the property.
(b)
Compliance with other law.
Compliance with the requirements of a statute, regulation, or treaty described in subsection (a) of this section for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this Article. Except as otherwise provided in subsection (d) of this section, RCW 62A.9A-313, and
62A.9A-316
(d) and (e) for goods covered by a certificate of title, a security interest in property subject to a statute, regulation, or treaty described in subsection (a) of this section may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.
(c)
Duration and renewal of perfection.
Except as otherwise provided in subsection (d) of this section and RCW 62A.9A-316
(d) and (e), duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation, or treaty described in subsection (a) of this section are governed by the statute, regulation, or treaty. In other respects, the security interest is subject to this Article.
(d)
Inapplicability to certain inventory.
During any period in which collateral subject to RCW 46.12.675
or
88.02.520, or *chapter
65.12
RCW is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.
[
2011 c 74 s 202
;
2010 c 161 s 1151
;
2001 c 32 s 25
; 2000 c 250 s 9A-311.]
NOTES:
*Reviser's note:
Chapter
65.12
RCW was repealed in its entirety by
2022 c 66 s 1
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
Intent
—
Legislation to reconcile chapter 161, Laws of 2010 and other amendments made during the 2010 legislative session
—
2010 c 161:
See notes following RCW 46.04.013
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-312
Perfection of security interests in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, negotiable documents, goods covered by documents, instruments, investment property, letter-of-credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.
(a)
Perfection by filing permitted.
A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment property, or negotiable documents may be perfected by filing.
(b)
Control or possession of certain collateral.
Except as otherwise provided in RCW 62A.9A-315
(c) and (d) for proceeds:
(1) A security interest in a deposit account may be perfected only by control under RCW 62A.9A-314
;
(2) And except as otherwise provided in RCW 62A.9A-308
(d), a security interest in a letter-of-credit right may be perfected only by control under RCW 62A.9A-314
;
(3) A security interest in tangible money may be perfected only by the secured party's taking possession under RCW 62A.9A-313
; and
(4) A security interest in electronic money may be perfected only by control under RCW 62A.9A-314
.
(c)
Goods covered by negotiable document.
While goods are in the possession of a bailee that has issued a negotiable document covering the goods:
(1) A security interest in the goods may be perfected by perfecting a security interest in the document; and
(2) A security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.
(d)
Goods covered by nonnegotiable document.
While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:
(1) Issuance of a document in the name of the secured party;
(2) The bailee's receipt of notification of the secured party's interest; or
(3) Filing as to the goods.
(e)
Temporary perfection: New value.
A security interest in certificated securities, negotiable documents, or instruments is perfected without filing or the taking of possession or control for a period of twenty days from the time it attaches to the extent that it arises for new value given under a signed security agreement.
(f)
Temporary perfection: Goods or documents made available to debtor.
A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for twenty days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:
(1) Ultimate sale or exchange; or
(2) Loading, unloading, storing, shipping, transshipping, manufacturing, processing, or otherwise dealing with them in a manner preliminary to their sale or exchange.
(g)
Temporary perfection: Delivery of security certificate or instrument to debtor.
A perfected security interest in a certificated security or instrument remains perfected for twenty days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:
(1) Ultimate sale or exchange; or
(2) Presentation, collection, enforcement, renewal, or registration of transfer.
(h)
Expiration of temporary perfection.
After the twenty-day period specified in subsection (e), (f), or (g) of this section expires, perfection depends upon compliance with this Article.
[
2023 c 266 s 919
;
2012 c 214 s 1509
; 2000 c 250 s 9A-312.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
RCW 62A.9A-313
When possession by or delivery to secured party perfects security interest without filing.
(a)
Perfection by possession or delivery.
Except as otherwise provided in subsection (b) of this section, a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or tangible money by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under RCW 62A.8-301
.
(b)
Goods covered by certificate of title.
With respect to goods covered by a certificate of title issued by this state, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in RCW 62A.9A-316
(d).
(c)
Collateral in possession of person other than debtor.
With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party, or a lessee of the collateral from the debtor in the ordinary course of the debtor's business, when:
(1) The person in possession signs a record acknowledging that it holds possession of the collateral for the secured party's benefit; or
(2) The person takes possession of the collateral after having signed a record acknowledging that it will hold possession of the collateral for the secured party's benefit.
(d)
Time of perfection by possession; continuation of perfection.
If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs not earlier than the time the secured party takes possession and continues only while the secured party retains possession.
(e)
Time of perfection by delivery; continuation of perfection.
A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under RCW 62A.8-301
and remains perfected by delivery until the debtor obtains possession of the security certificate.
(f)
Acknowledgment not required.
A person in possession of collateral is not required to acknowledge that it holds possession for a secured party's benefit.
(g)
Effectiveness of acknowledgment; no duties or confirmation.
If a person acknowledges that it holds possession for the secured party's benefit:
(1) The acknowledgment is effective under subsection (c) of this section or RCW 62A.8-301
(1), even if the acknowledgment violates the rights of a debtor; and
(2) Unless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.
(h)
Secured party's delivery to person other than debtor.
A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor's business if the person was instructed before the delivery or is instructed contemporaneously with the delivery:
(1) To hold possession of the collateral for the secured party's benefit; or
(2) To redeliver the collateral to the secured party.
(i)
Effect of delivery under subsection (h) of this section; no duties or confirmation.
A secured party does not relinquish possession, even if a delivery under subsection (h) of this section violates the rights of a debtor. A person to which collateral is delivered under subsection (h) of this section does not owe any duty to the secured party and is not required to confirm the delivery to another person unless the person otherwise agrees or law other than this Article otherwise provides.
[
2023 c 266 s 920
;
2012 c 214 s 1511
; (2012 c 214 s 1510 expired July 1, 2013);
2011 c 74 s 710
;
2001 c 32 s 26
; 2000 c 250 s 9A-313.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2012 c 214 ss 902, 1403, 1502, 1508, 1511, 1514, 1516, and 1518:
See note following RCW 62A.2A-103
.
Expiration date
—
2012 c 214 ss 901, 1402, 1501, 1507, 1510, 1513, 1515, and 1517:
See note following RCW 62A.2A-103
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-314
Perfection by control.
(a)
Perfection by control.
A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, investment property, or letter-of-credit rights may be perfected by control of the collateral under RCW 62A.7-106, 62A.9A-104, 62A.9A-106, 62A.9A-107, 62A.9A-1051, or
62A.9A-1071
.
(b)
Specified collateral: Time of perfection by control; continuation of perfection.
A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents, electronic money, or letter-of-credit rights is perfected by control under RCW 62A.7-106, 62A.9A-104, 62A.9A-107, 62A.9A-1051, or
62A.9A-1071
not earlier than the time when the secured party obtains control and remains perfected by control only while the secured party retains control.
(c)
Investment property: Time of perfection by control; continuation of perfection.
A security interest in investment property is perfected by control under RCW 62A.9A-106
not earlier than the time the secured party obtains control and remains perfected by control until:
(1) The secured party does not have control; and
(2) One of the following occurs:
(A) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;
(B) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or
(C) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.
[
2023 c 266 s 921
;
2012 c 214 s 1512
; 2000 c 250 s 9A-314.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
RCW 62A.9A-3141
Perfection by possession and control of chattel paper.
(a)
Perfection by possession and control.
A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the chattel paper and obtaining control of each authoritative electronic copy of the electronic record evidencing the chattel paper.
(b)
Time of perfection; continuation of perfection.
A security interest is perfected under subsection (a) of this section not earlier than the time the secured party takes possession and obtains control and remains perfected under subsection (a) of this section only while the secured party retains possession and control.
(c)
Application of RCW 62A.9A-313
to perfection by possession of chattel paper.
RCW 62A.9A-313
(c) and (f) through (i) applies to perfection by possession of an authoritative tangible copy of a record evidencing chattel paper.
[
2023 c 266 s 922
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-315
Secured party's rights on disposition of collateral and in proceeds.
(a)
Disposition of collateral: Continuation of security interest or agricultural lien; proceeds.
Except as otherwise provided in this Article and in RCW 62A.2-403
(2):
(1) A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; and
(2) A security interest attaches to any identifiable proceeds of collateral.
(b)
When commingled proceeds identifiable.
Proceeds that are commingled with other property are identifiable proceeds:
(1) If the proceeds are goods, to the extent provided by RCW 62A.9A-336
; and
(2) If the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this Article with respect to commingled property of the type involved.
(c)
Perfection of security interest in proceeds.
A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.
(d)
Continuation of perfection.
A perfected security interest in proceeds becomes unperfected on the twenty-first day after the security interest attaches to the proceeds unless:
(1) The following conditions are satisfied:
(A) A filed financing statement covers the original collateral;
(B) The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and
(C) The proceeds are not acquired with cash proceeds;
(2) The proceeds are identifiable cash proceeds; or
(3) The security interest in the proceeds is perfected other than under subsection (c) of this section when the security interest attaches to the proceeds or within twenty days thereafter.
(e)
When perfected security interest in proceeds becomes unperfected.
If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subsection (d)(1) of this section becomes unperfected at the later of:
(1) When the effectiveness of the filed financing statement lapses under RCW 62A.9A-515
or is terminated under RCW 62A.9A-513
; or
(2) The twenty-first day after the security interest attaches to the proceeds.
[2000 c 250 s 9A-315.]
RCW 62A.9A-316
Effect of change in governing law.
(a)
General rule: Effect on perfection of change in governing law.
A security interest perfected pursuant to the law of the jurisdiction designated in RCW 62A.9A-301
(1), 62A.9A-305
(c), 62A.9A-3061, or
62A.9A-3062
remains perfected until the earliest of:
(1) The time perfection would have ceased under the law of that jurisdiction;
(2) The expiration of four months after a change of the debtor's location to another jurisdiction; or
(3) The expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.
(b)
Security interest perfected or unperfected under law of new jurisdiction.
If a security interest described in subsection (a) of this section becomes perfected under the law of the other jurisdiction before the earliest time or event described in subsection (a) of this section, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(c)
Possessory security interest in collateral moved to new jurisdiction.
A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:
(1) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;
(2) Thereafter the collateral is brought into another jurisdiction; and
(3) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.
(d)
Goods covered by certificate of title from this state.
Except as otherwise provided in subsection (e) of this section, a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.
(e)
When subsection (d)
security interest becomes unperfected against purchasers.
A security interest described in subsection (d) of this section becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under RCW 62A.9A-311
(b) or
62A.9A-313
are not satisfied before the earlier of:
(1) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this state; or
(2) The expiration of four months after the goods had become so covered.
(f)
Change in jurisdiction of chattel paper, controllable electronic record, bank, issuer, nominated person, securities intermediary, or commodity intermediary.
A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the chattel paper's jurisdiction, the controllable electronic record's jurisdiction, the bank's jurisdiction, the issuer's jurisdiction, a nominated person's jurisdiction, the securities intermediary's jurisdiction, or the commodity intermediary's jurisdiction, as applicable, remains perfected until the earlier of:
(1) The time the security interest would have become unperfected under the law of that jurisdiction; or
(2) The expiration of four months after a change of the applicable jurisdiction to another jurisdiction.
(g)
Subsection (f) of this section security interest
perfected or unperfected under law of new jurisdiction.
If a security interest described in subsection (f) of this section becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in subsection (f) of this section, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(h)
Effect on filed financing statement of change in governing law.
The following rules apply to collateral to which a security interest attaches within four months after the debtor changes its location to another jurisdiction:
(1) A financing statement filed before the change pursuant to the law of the jurisdiction designated in RCW 62A.9A-301
(1) or
62A.9A-305
(c) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.
(2) If a security interest perfected by a financing statement that is effective under (1) of this subsection (h) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in RCW 62A.9A-301
(1) or
62A.9A-305
(c) or the expiration of the four-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
(i)
Effect of change in governing law on financing statement filed against original debtor.
If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in RCW 62A.9A-301
(1) or
62A.9A-305
(c) and the new debtor is located in another jurisdiction, the following rules apply:
(1) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within four months after, the new debtor becomes bound under RCW 62A.9A-203
(d), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.
(2) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in RCW 62A.9A-301
(1) or
62A.9A-305
(c) or the expiration of the four-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.
[
2023 c 266 s 923
;
2011 c 74 s 203
; 2000 c 250 s 9A-316.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-317
Interests that take priority over or take free of security interest or agricultural lien.
(a)
Conflicting security interests and rights of lien creditors.
A security interest or agricultural lien is subordinate to the rights of:
(1) A person entitled to priority under RCW 62A.9A-322
; and
(2) Except as otherwise provided in subsection (e) of this section, a person that becomes a lien creditor before the earlier of the time:
(A) The security interest or agricultural lien is perfected; or
(B) One of the conditions specified in RCW 62A.9A-203
(b)(3) is met and a financing statement covering the collateral is filed.
(b)
Buyers that receive delivery.
Except as otherwise provided in subsection (e) of this section, a buyer, other than a secured party, of goods, instruments, tangible documents, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.
(c)
Lessees that receive delivery.
Except as otherwise provided in subsection (e) of this section, a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.
(d)
Licensees and buyers of certain collateral.
Subject to subsections (f) through (i) of this section, a licensee of a general intangible or a buyer, other than a secured party, of collateral other than electronic money, goods, instruments, tangible documents, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.
(e)
Purchase-money security interest.
Except as otherwise provided in RCW 62A.9A-320
and
62A.9A-321, if a person files a financing statement with respect to a purchase-money security interest before or within twenty days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.
(f)
Buyers of chattel paper.
A buyer, other than a secured party, of chattel paper takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and:
(1) Receives delivery of each authoritative tangible copy of the record evidencing the chattel paper; and
(2) If each authoritative electronic copy of the record evidencing the chattel paper can be subjected to control under RCW 62A.9A-105, obtains control of each authoritative electronic copy.
(g)
Buyers of electronic documents.
A buyer of an electronic document takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and, if each authoritative electronic copy of the document can be subjected to control under RCW 62A.7-106, obtains control of each authoritative electronic copy.
(h)
Buyers of controllable electronic records.
A buyer of a controllable electronic record takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable electronic record.
(i)
Buyers of controllable accounts and controllable payment intangibles.
A buyer, other than a secured party, of a controllable account or a controllable payment intangible takes free of a security interest if, without knowledge of the security interest and before it is perfected, the buyer gives value and obtains control of the controllable account or controllable payment intangible.
[
2023 c 266 s 924
;
2012 c 214 s 1514
; (2012 c 214 s 1513 expired July 1, 2013);
2011 c 74 s 204
;
2001 c 32 s 27
; 2000 c 250 s 9A-317.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2012 c 214 ss 902, 1403, 1502, 1508, 1511, 1514, 1516, and 1518:
See note following RCW 62A.2A-103
.
Expiration date
—
2012 c 214 ss 901, 1402, 1501, 1507, 1510, 1513, 1515, and 1517:
See note following RCW 62A.2A-103
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-318
No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
(a)
Seller retains no interest.
A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.
(b)
Deemed rights of debtor if buyer's security interest unperfected.
For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer's security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.
[2000 c 250 s 9A-318.]
RCW 62A.9A-319
Rights and title of consignee with respect to creditors and purchasers.
(a)
Consignee has consignor's rights.
Except as otherwise provided in subsection (b) of this section, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.
(b)
Applicability of other law.
For purposes of determining the rights of a creditor of a consignee, law other than this Article determines the rights and title of a consignee while goods are in the consignee's possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.
[2000 c 250 s 9A-319.]
RCW 62A.9A-320
Buyer of goods.
(a)
Buyer in ordinary course of business.
Except as otherwise provided in subsection (e) of this section, a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer's seller, even if the security interest is perfected and the buyer knows of its existence.
(b)
Buyer of consumer goods.
Except as otherwise provided in subsection (e) of this section, a buyer of goods from a person who used or bought the goods for use primarily for personal, family, or household purposes takes free of a security interest, even if perfected, if the buyer buys:
(1) Without knowledge of the security interest;
(2) For value;
(3) Primarily for the buyer's personal, family, or household purposes; and
(4) Before the filing of a financing statement covering the goods.
(c)
Effectiveness of filing for subsection (b) of this section.
To the extent that it affects the priority of a security interest over a buyer of goods under subsection (b) of this section, the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by RCW 62A.9A-316
(a) and (b).
(d)
Buyer in ordinary course of business at wellhead or minehead.
A buyer in ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.
(e)
Possessory security interest not affected.
Subsections (a) and (b) of this section do not affect a security interest in goods in the possession of the secured party under RCW 62A.9A-313
.
[
2011 c 74 s 711
; 2000 c 250 s 9A-320.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-321
Licensee of general intangible and lessee of goods in ordinary course of business.
(a)
"Licensee in ordinary course of business."
In this section, "licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor's own usual or customary practices.
(b)
Rights of licensee in ordinary course of business.
A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.
(c)
Rights of lessee in ordinary course of business.
A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.
[2000 c 250 s 9A-321.]
RCW 62A.9A-322
Priorities among conflicting security interests in and agricultural liens on same collateral.
(a)
General priority rules.
Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:
(1) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.
(2) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.
(3) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.
(b)
Time of perfection: Proceeds and supporting obligations.
For the purposes of subsection (a)(1) of this section:
(1) The time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds; and
(2) The time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.
(c)
Special priority rules: Proceeds and supporting obligations.
Except as otherwise provided in subsection (f) of this section, a security interest in collateral which qualifies for priority over a conflicting security interest under RCW 62A.9A-327, 62A.9A-328, 62A.9A-329, 62A.9A-330, or
62A.9A-331
also has priority over a conflicting security interest in:
(1) Any supporting obligation for the collateral; and
(2) Proceeds of the collateral if:
(A) The security interest in proceeds is perfected;
(B) The proceeds are cash proceeds or of the same type as the collateral; and
(C) In the case of proceeds that are proceeds of proceeds, all intervening proceeds are cash proceeds, proceeds of the same type as the collateral, or an account relating to the collateral.
(d)
First-to-file priority rule for certain collateral.
Subject to subsection (e) of this section and except as otherwise provided in subsection (f) of this section, if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property, or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security interests in proceeds of the collateral rank according to priority in time of filing.
(e)
Applicability of subsection (d) of this section.
Subsection (d) of this section applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property, or letter-of-credit rights.
(f)
Limitations on subsections (a) through (e) of this section.
Subsections (a) through (e) of this section are subject to:
(1) Subsection (g) of this section and the other provisions of this part;
(2) RCW 62A.4-210
with respect to a security interest of a collecting bank;
(3) RCW 62A.5-118
with respect to a security interest of an issuer or nominated person; and
(4) RCW 62A.9A-110
with respect to a security interest arising under Article 2 or 2A.
(g)
Priority under agricultural lien statute.
A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides. Conflicts as to priority between and among security interests in crops and agricultural liens subject to chapter
60.11
RCW are governed by the provisions of that chapter.
[
2001 c 32 s 28
; 2000 c 250 s 9A-322.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-323
Future advances.
(a)
When priority based on time of advance.
Except as otherwise provided in subsection (c) of this section, for purposes of determining the priority of a perfected security interest under RCW 62A.9A-322
(a)(1), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:
(1) Is made while the security interest is perfected only:
(A) Under RCW 62A.9A-309
when it attaches; or
(B) Temporarily under RCW 62A.9A-312
(e), (f), or (g); and
(2) Is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under RCW 62A.9A-309
or
62A.9A-312
(e), (f), or (g).
(b)
Lien creditor.
Except as otherwise provided in subsection (c) of this section, a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than forty-five days after the person becomes a lien creditor unless the advance is made:
(1) Without knowledge of the lien; or
(2) Pursuant to a commitment entered into without knowledge of the lien.
(c)
Buyer of receivables.
Subsections (a) and (b) of this section do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.
(d)
Buyer of goods.
Except as otherwise provided in subsection (e) of this section, a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of:
(1) The time the secured party acquires knowledge of the buyer's purchase; or
(2) Forty-five days after the purchase.
(e)
Advances made pursuant to commitment: Priority of buyer of goods.
Subsection (d) of this section does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer's purchase and before the expiration of the forty-five day period.
(f)
Lessee of goods.
Except as otherwise provided in subsection (g) of this section, a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of:
(1) The time the secured party acquires knowledge of the lease; or
(2) Forty-five days after the lease contract becomes enforceable.
(g)
Advances made pursuant to commitment: Priority of lessee of goods.
Subsection (f) of this section does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the forty-five day period.
[
2023 c 266 s 925
; 2000 c 250 s 9A-323.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-324
Priority of purchase-money security interests.
(a)
General rule: Purchase-money priority.
Except as otherwise provided in subsection (g) of this section, a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in RCW 62A.9A-327, a perfected security interest in its identifiable proceeds also has priority, if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within twenty days thereafter.
(b)
Inventory purchase-money priority.
Subject to subsection (c) of this section and except as otherwise provided in subsection (g) of this section, a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in RCW 62A.9A-330, and, except as otherwise provided in RCW 62A.9A-327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:
(1) The purchase-money security interest is perfected when the debtor receives possession of the inventory;
(2) The purchase-money secured party sends a signed notification to the holder of the conflicting security interest;
(3) The holder of the conflicting security interest receives the notification within five years before the debtor receives possession of the inventory; and
(4) The notification states that the person sending the notification has or expects to acquire a purchase-money security interest in inventory of the debtor and describes the inventory.
(c)
Holders of conflicting inventory security interests to be notified.
Subsections (b)(2) through (4) of this section apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory:
(1) If the purchase-money security interest is perfected by filing, before the date of the filing; or
(2) If the purchase-money security interest is temporarily perfected without filing or possession under RCW 62A.9A-312
(f), before the beginning of the twenty-day period thereunder.
(d)
Livestock purchase-money priority.
Subject to subsection (e) of this section and except as otherwise provided in subsection (g) of this section, a perfected purchase-money security interest in livestock that are farm products has priority over a conflicting security interest in the same livestock, and, except as otherwise provided in RCW 62A.9A-327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if:
(1) The purchase-money security interest is perfected when the debtor receives possession of the livestock;
(2) The purchase-money secured party sends a signed notification to the holder of the conflicting security interest;
(3) The holder of the conflicting security interest receives the notification within six months before the debtor receives possession of the livestock; and
(4) The notification states that the person sending the notification has or expects to acquire a purchase-money security interest in livestock of the debtor and describes the livestock.
(e)
Holders of conflicting livestock security interests to be notified.
Subsections (d)(2) through (4) of this section apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock:
(1) If the purchase-money security interest is perfected by filing, before the date of the filing; or
(2) If the purchase-money security interest is temporarily perfected without filing or possession under RCW 62A.9A-312
(f), before the beginning of the twenty-day period thereunder.
(f)
Software purchase-money priority.
Except as otherwise provided in subsection (g) of this section, a perfected purchase-money security interest in software has priority over a conflicting security interest in the same collateral, and, except as otherwise provided in RCW 62A.9A-327, a perfected security interest in its identifiable proceeds also has priority, to the extent that the purchase-money security interest in the goods in which the software was acquired for use has priority in the goods and proceeds of the goods under this section.
(g)
Conflicting purchase-money security interests.
If more than one security interest qualifies for priority in the same collateral under subsection (a), (b), (d), or (f) of this section:
(1) A security interest securing an obligation incurred as all or part of the price of the collateral has priority over a security interest securing an obligation incurred for value given to enable the debtor to acquire rights in or the use of collateral; and
(2) In all other cases, RCW 62A.9A-322
(a) applies to the qualifying security interests.
[
2023 c 266 s 926
; 2000 c 250 s 9A-324.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-325
Priority of security interests in transferred collateral.
(a)
Subordination of security interest in transferred collateral.
Except as otherwise provided in subsection (b) of this section, a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if:
(1) The debtor acquired the collateral subject to the security interest created by the other person;
(2) The security interest created by the other person was perfected when the debtor acquired the collateral; and
(3) There is no period thereafter when the security interest is unperfected.
(b)
Limitation of subsection (a) of this section subordination.
Subsection (a) of this section subordinates a security interest only if the security interest:
(1) Otherwise would have priority solely under RCW 62A.9A-322
(a) or
62A.9A-324
; or
(2) Arose solely under RCW 62A.2-711
(3) or
62A.2A-508
(5).
[2000 c 250 s 9A-325.]
RCW 62A.9A-326
Priority of security interests created by new debtor.
(a)
Subordination of security interest created by new debtor.
Subject to subsection (b) of this section, a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of RCW 62A.9A-316
(i)(1) or
62A.9A-508
is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement.
(b)
Priority under other provisions; multiple original debtors.
The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection (a) of this section. However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor's having become bound.
[
2011 c 74 s 205
; 2000 c 250 s 9A-326.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-3261
Priority of security interest in controllable account, controllable electronic record, and controllable payment intangible.
A security interest in a controllable account, controllable electronic record, or controllable payment intangible held by a secured party having control of the account, electronic record, or payment intangible has priority over a conflicting security interest held by a secured party that does not have control.
[
2023 c 266 s 927
.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-327
Priority of security interests in deposit account.
The following rules govern priority among conflicting security interests in the same deposit account:
(1) A security interest held by a secured party having control of the deposit account under RCW 62A.9A-104
has priority over a conflicting security interest held by a secured party that does not have control.
(2) Except as otherwise provided in [subsections] (3) and (4) of this section, security interests perfected by control under RCW 62A.9A-314
rank according to priority in time of obtaining control.
(3) Except as otherwise provided in [subsection] (4) of this section, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.
(4) A security interest perfected by control under RCW 62A.9A-104
(a)(3) has priority over a security interest held by the bank with which the deposit account is maintained.
[2000 c 250 s 9A-327.]
RCW 62A.9A-328
Priority of security interests in investment property.
The following rules govern priority among conflicting security interests in the same investment property:
(1) A security interest held by a secured party having control of investment property under RCW 62A.9A-106
has priority over a security interest held by a secured party that does not have control of the investment property.
(2) Except as otherwise provided in subsections (3) and (4) of this section, conflicting security interests held by secured parties each of which has control under RCW 62A.9A-106
rank according to priority in time of:
(A) If the collateral is a security, obtaining control;
(B) If the collateral is a security entitlement carried in a securities account and:
(i) If the secured party obtained control under RCW 62A.8-106
(4)(a), the secured party's becoming the person for which the securities account is maintained;
(ii) If the secured party obtained control under RCW 62A.8-106
(4)(b), the securities intermediary's agreement to comply with the secured party's entitlement orders with respect to security entitlements carried or to be carried in the securities account; or
(iii) If the secured party obtained control through another person under RCW 62A.8-106
(4)(c), the time on which priority would be based under this paragraph if the other person were the secured party; or
(C) If the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in RCW 62A.9A-106
(b)(2) with respect to commodity contracts carried or to be carried with the commodity intermediary.
(3) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.
(4) A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.
(5) A security interest in a certificated security in registered form which is perfected by taking delivery under RCW 62A.9A-313
(a) and not by control under RCW 62A.9A-314
has priority over a conflicting security interest perfected by a method other than control.
(6) Conflicting security interests created by a broker, securities intermediary, or commodity intermediary which are perfected without control under RCW 62A.9A-106
rank equally.
(7) In all other cases, priority among conflicting security interests in investment property is governed by RCW 62A.9A-322
and
62A.9A-323
.
[
2011 c 74 s 712
;
2001 c 32 s 29
; 2000 c 250 s 9A-328.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-329
Priority of security interests in letter-of-credit right.
The following rules govern priority among conflicting security interests in the same letter-of-credit right:
(1) A security interest held by a secured party having control of the letter-of-credit right under RCW 62A.9A-107
has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.
(2) Security interests perfected by control under RCW 62A.9A-314
rank according to priority in time of obtaining control.
[2000 c 250 s 9A-329.]
RCW 62A.9A-330
Priority of purchaser of chattel paper or instrument.
(a)
Purchaser's priority: Security interest claimed merely as proceeds.
A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:
(1) In good faith and in the ordinary course of the purchaser's business, the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under RCW 62A.9A-105
of each authoritative electronic copy of the record evidencing the chattel paper; and
(2) The authoritative copies of the record evidencing the chattel paper do not indicate that the chattel paper has been assigned to an identified assignee other than the purchaser.
(b)
Purchaser's priority: Other security interests.
A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value, takes possession of each authoritative tangible copy of the record evidencing the chattel paper, and obtains control under RCW 62A.9A-105
of each authoritative electronic copy of the record evidencing the chattel paper in good faith, in the ordinary course of the purchaser's business, and without knowledge that the purchase violates the rights of the secured party.
(c)
Chattel paper purchaser's priority in proceeds.
Except as otherwise provided in RCW 62A.9A-327, a purchaser having priority in chattel paper under subsection (a) or (b) of this section also has priority in proceeds of the chattel paper to the extent that:
(1) RCW 62A.9A-322
provides for priority in the proceeds; or
(2) The proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser's security interest in the proceeds is unperfected.
(d)
Instrument purchaser's priority.
Except as otherwise provided in RCW 62A.9A-331
(a), a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.
(e)
Holder of purchase-money security interest gives new value.
For purposes of subsections (a) and (b) of this section, the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.
(f)
Indication of assignment gives knowledge.
For purposes of subsections (b) and (d) of this section, if the authoritative copies of the record evidencing chattel paper or an instrument indicate that the chattel paper or instrument has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.
[
2023 c 266 s 928
; 2000 c 250 s 9A-330.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-331
Priority of rights of purchasers of controllable accounts, controllable electronic records, controllable payment intangibles, documents, instruments, and securities under other articles; priority of interests in financial assets and security entitlements and protection against assertions of claim under Articles 8 and 12.
(a)
Rights under Articles 3, 7, 8, and 12 not limited.
This Article does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, a protected purchaser of a security, or a qualifying purchaser of a controllable account, controllable electronic record, or controllable payment intangible. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Articles 3, 7, 8, and 12.
(b)
Protection under Articles 8 and 12.
This Article does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under Article 8 or 12.
(c)
Filing not notice.
Filing under this Article does not constitute notice of a claim or defense to the holders, or purchasers, or persons described in subsections (a) and (b) of this section.
[
2023 c 266 s 929
;
2001 c 32 s 30
; 2000 c 250 s 9A-331.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-332
Transfer of money; transfer of funds from deposit account.
(a)
Transferee of tangible money.
A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.
(b)
Transferee of funds from deposit account.
A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account if the transferee receives possession of the money without acting in collusion with the debtor in violating the rights of the secured party.
(c)
Transferee of electronic money.
A transferee of electronic money takes the money free of a security interest if the transferee obtains control of the money without acting in collusion with the debtor in violating the rights of the secured party.
[
2023 c 266 s 930
; 2000 c 250 s 9A-332.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-333
Priority of certain liens arising by operation of law.
(a)
"Possessory lien."
In this section, "possessory lien" means an interest, other than a security interest or an agricultural lien:
(1) Which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of the person's business;
(2) Which is created by statute or rule of law in favor of the person; and
(3) Whose effectiveness depends on the person's possession of the goods.
(b)
Priority of possessory lien.
A possessory lien on goods has priority over a security interest in the goods only if the lien is created by a statute that expressly so provides.
(c) A preparer lien or processor lien properly created pursuant to chapter
60.13
RCW or a depositor's lien created pursuant to chapter
22.09
RCW takes priority over any perfected or unperfected security interest.
[
2001 c 32 s 31
; 2000 c 250 s 9A-333.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-334
Priority of security interests in fixtures and crops.
(a)
Security interest in fixtures under this Article.
A security interest under this Article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this Article in ordinary building materials incorporated into an improvement on land.
(b)
Security interest in fixtures under real-property law.
This Article does not prevent creation of an encumbrance upon fixtures under real property law.
(c)
General rule: Subordination of security interest in fixtures.
In cases not governed by subsections (d) through (h) of this section, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.
(d)
Fixtures purchase-money priority.
Except as otherwise provided in subsection (h) of this section, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in, or is in possession of, the real property and:
(1) The security interest is a purchase-money security interest;
(2) The interest of the encumbrancer or owner arises before the goods become fixtures; and
(3) The security interest is perfected by a fixture filing before the goods become fixtures or within twenty days thereafter.
(e)
Priority of security interest in fixtures over interests in real property.
A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:
(1) The debtor has an interest of record in the real property or is in possession of the real property and the security interest:
(A) Is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and
(B) Has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;
(2) Before the goods become fixtures, the security interest is perfected by any method permitted by this Article and the fixtures are readily removable:
(A) Factory or office machines;
(B) Equipment that is not primarily used or leased for use in the operation of the real property; or
(C) Replacements of domestic appliances that are consumer goods; or
(3) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this Article.
(f)
Priority based on consent, disclaimer, or right to remove.
A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:
(1) The encumbrancer or owner has, in a signed record, consented to the security interest or disclaimed an interest in the goods as fixtures; or
(2) The debtor has a right to remove the goods as against the encumbrancer or owner.
(g)
Continuation of subsection (f)(2) priority.
The priority of the security interest under subsection (f)(2) of this section continues for a reasonable time if the debtor's right to remove the goods as against the encumbrancer or owner terminates.
(h)
Priority of construction mortgage.
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 a recorded record of the mortgage so indicates. Except as otherwise provided in subsections (e) and (f) of this section, a security interest in fixtures is subordinate to a construction mortgage if a record of the mortgage is recorded before the goods become fixtures and the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.
(i)
Priority of security interest in crops.
A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property.
(j)
Subsection (i) prevails.
Subsection (i) of this section prevails over inconsistent provisions of any other statute except RCW 60.11.050
.
[
2023 c 266 s 931
;
2001 c 32 s 32
; 2000 c 250 s 9A-334.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-335
Accessions.
(a)
Creation of security interest in accession.
A security interest may be created in an accession and continues in collateral that becomes an accession.
(b)
Perfection of security interest.
If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.
(c)
Priority of security interest.
Except as otherwise provided in subsection (d) of this section, the other provisions of this part determine the priority of a security interest in an accession.
(d)
Compliance with certificate-of-title statute.
A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under RCW 62A.9A-311
(b).
(e)
Removal of accession after default.
After default, subject to Part 6 of this Article, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.
(f)
Reimbursement following removal.
A secured party that removes an accession from other goods under subsection (e) of this section shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
[
2011 c 74 s 713
; 2000 c 250 s 9A-335.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-336
Commingled goods.
(a)
"Commingled goods."
In this section, "commingled goods" means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.
(b)
No security interest in commingled goods as such.
A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.
(c)
Attachment of security interest to product or mass.
If collateral becomes commingled goods, a security interest attaches to the product or mass.
(d)
Perfection of security interest.
If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection (c) of this section is perfected.
(e)
Priority of security interest.
Except as otherwise provided in subsection (f) of this section, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection (c) of this section.
(f)
Conflicting security interests in product or mass.
If more than one security interest attaches to the product or mass under subsection (c) of this section, the following rules determine priority:
(1) A security interest that is perfected under subsection (d) of this section has priority over a security interest that is unperfected at the time the collateral becomes commingled goods.
(2) If more than one security interest is perfected under subsection (d) of this section, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.
[
2001 c 32 s 33
; 2000 c 250 s 9A-336.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-337
Priority of security interests in goods covered by certificate of title.
If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:
(1) A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and
(2) The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under RCW 62A.9A-311
(b), after issuance of the certificate and without the conflicting secured party's knowledge of the security interest.
[
2011 c 74 s 714
; 2000 c 250 s 9A-337.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-338
Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
If a security interest or agricultural lien is perfected by a filed financing statement providing information described in RCW 62A.9A-516
(b)(5) which is incorrect at the time the financing statement is filed:
(1) The security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and
(2) A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments, or a security certificate, receives delivery of the collateral.
[
2012 c 214 s 1516
; (2012 c 214 s 1515 expired July 1, 2013);
2011 c 74 s 715
; 2000 c 250 s 9A-338.]
NOTES:
Effective date
—
2012 c 214 ss 902, 1403, 1502, 1508, 1511, 1514, 1516, and 1518:
See note following RCW 62A.2A-103
.
Expiration date
—
2012 c 214 ss 901, 1402, 1501, 1507, 1510, 1513, 1515, and 1517:
See note following RCW 62A.2A-103
.
Application
—
Savings
—
2012 c 214:
See notes following RCW 62A.1-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-339
Priority subject to subordination.
This Article does not preclude subordination by agreement by a person entitled to priority.
[2000 c 250 s 9A-339.]
RCW 62A.9A-340
Effectiveness of right of recoupment or set-off against deposit account.
(a)
Exercise of recoupment or set-off.
Except as otherwise provided in subsection (c) of this section, a bank with which a deposit account is maintained may exercise any right of recoupment or set-off against a secured party that holds a security interest in the deposit account.
(b)
Recoupment or set-off not affected by security interest.
Except as otherwise provided in subsection (c) of this section, the application of this Article to a security interest in a deposit account does not affect a right of recoupment or set-off of the secured party as to a deposit account maintained with the secured party.
(c)
When set-off ineffective.
The exercise by a bank of a set-off against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under RCW 62A.9A-104
(a)(3), if the set-off is based on a claim against the debtor.
[2000 c 250 s 9A-340.]
RCW 62A.9A-341
Bank's rights and duties with respect to deposit account.
Except as otherwise provided in RCW 62A.9A-340
(c), and unless the bank otherwise agrees in a signed record, a bank's rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended, or modified by:
(1) The creation, attachment, or perfection of a security interest in the deposit account;
(2) The bank's knowledge of the security interest; or
(3) The bank's receipt of instructions from the secured party.
[
2023 c 266 s 932
; 2000 c 250 s 9A-341.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-342
Bank's right to refuse to enter into or disclose existence of control agreement.
This Article does not require a bank to enter into an agreement of the kind described in RCW 62A.9A-104
(a)(2), even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.
[2000 c 250 s 9A-342.]
RCW 62A.9A-401
Alienability of debtor's rights.
(a)
Other law governs alienability; exceptions.
Except as otherwise provided in subsection (b) of this section and RCW 62A.9A-406, 62A.9A-407, 62A.9A-408, and
62A.9A-409, whether a debtor's rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this Article.
(b)
Agreement does not prevent transfer.
An agreement between the debtor and secured party which prohibits a transfer of the debtor's rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.
[2000 c 250 s 9A-401.]
RCW 62A.9A-402
Secured party not obligated on contract of debtor or in tort.
The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a secured party to liability in contract or tort for the debtor's acts or omissions.
[2000 c 250 s 9A-402.]
RCW 62A.9A-403
Agreement not to assert defenses against assignee.
(a)
"Value."
In this section, "value" has the meaning provided in RCW 62A.3-303
(a).
(b)
Agreement not to assert claim or defense.
Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:
(1) For value;
(2) In good faith;
(3) Without notice of a claim of a property or possessory right to the property assigned; and
(4) Without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under RCW 62A.3-305
(a).
(c)
When subsection (b) of this section not applicable.
Subsection (b) of this section does not apply to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under RCW 62A.3-305
(b).
(d)
Omission of required statement in consumer transaction.
In a consumer transaction, if a record evidences the account debtor's obligation, law other than this Article requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:
(1) The record has the same effect as if the record included such a statement; and
(2) The account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.
(e)
Rule for individual under other law.
This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(f)
Other law not displaced.
Except as otherwise provided in subsection (d) of this section, this section does not displace law other than this Article which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.
[2000 c 250 s 9A-403.]
RCW 62A.9A-404
Rights acquired by assignee; claims and defenses against assignee.
(a)
Assignee's rights subject to terms, claims, and defenses; exceptions.
Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections (b) through (e) of this section, the rights of an assignee are subject to:
(1) All terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and
(2) Any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment signed by the assignor or the assignee.
(b)
Account debtor's claim reduces amount owed to assignee.
Subject to subsection (c) of this section, and except as otherwise provided in subsection (d) of this section, the claim of an account debtor against an assignor may be asserted against an assignee under subsection (a) of this section only to reduce the amount the account debtor owes.
(c)
Rule for individual under other law.
This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(d)
Omission of required statement in consumer transaction.
In a consumer transaction, if a record evidences the account debtor's obligation, law other than this Article requires that the record include a statement to the effect that the account debtor's recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.
(e)
Inapplicability to health-care-insurance receivable.
This section does not apply to an assignment of a health-care-insurance receivable.
[
2023 c 266 s 933
; 2000 c 250 s 9A-404.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
RCW 62A.9A-405
Modification of assigned contract.
(a)
Effect of modification on assignee.
A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections (b) through (d) of this section.
(b)
Applicability of subsection (a) of this section.
Subsection (a) of this section applies to the extent that:
(1) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or
(2) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under RCW 62A.9A-406
(a).
(c)
Rule for individual under other law.
This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(d)
Inapplicability to health-care-insurance receivable.
This section does not apply to an assignment of a health-care-insurance receivable.
[
2011 c 74 s 716
; 2000 c 250 s 9A-405.]
NOTES:
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
RCW 62A.9A-406
Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
(a)
Discharge of account debtor; effect of notification.
Subject to subsections (b) through (l) of this section, an account debtor on an account, chattel paper, or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, signed by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.
(b)
When notification ineffective.
Subject to subsections (h) and (l) of this section, notification is ineffective under subsection (a) of this section:
(1) If it does not reasonably identify the rights assigned;
(2) To the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor's duty to pay a person other than the seller and the limitation is effective under law other than this Article; or
(3) At the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if:
(A) Only a portion of the account, chattel paper, or payment intangible has been assigned to that assignee;
(B) A portion has been assigned to another assignee; or
(C) The account debtor knows that the assignment to that assignee is limited.
(c)
Proof of assignment.
Subject to subsections (h) and (l) of this section, if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection (a) of this section.
(d)
Term restricting assignment generally ineffective.
In this subsection, "promissory note" includes a negotiable instrument that evidences chattel paper. Except as otherwise provided in subsections (e) and (k) of this section and RCW 62A.2A-303
and
62A.9A-407, and subject to subsections (h) and (j) of this section, a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:
(1) Prohibits, restricts, or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account, chattel paper, payment intangible, or promissory note; or
(2) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible, or promissory note.
(e)
Inapplicability of subsection (d) of this section to certain sales.
Subsection (d) of this section does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under RCW 62A.9A-610
or an acceptance of collateral under RCW 62A.9A-620
.
(f) [Reserved.]
(g)
Subsection (b)(3) of this section not waivable.
Subject to subsections (h) and (l) of this section, an account debtor may not waive or vary its option under subsection (b)(3) of this section.
(h)
Rule for individual under other law.
This section is subject to law other than this Article which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.
(i)
Inapplicability to health-care-insurance receivable.
This section does not apply to an assignment of a health-care-insurance receivable.
(j)(1)
Inapplicability of subsection (d) of this section to certain transactions.
After July 1, 2003, subsection (d) of this section does not apply to the assignment or transfer of or creation of a security interest in:
(A) A claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. Sec. 104(a)(1) or (2); or
(B) A claim or right to receive benefits under a special needs trust as described in 42 U.S.C. Sec. 1396p(d)(4).
(2) This subsection will not affect a transfer of structured settlement payment rights under chapter
19.205
RCW.
(k)
Inapplicability to interests in certain entities.
Subsection (d) of this section does not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.
(l)
Inapplicability of certain subsections.
Subsections (a), (b), (c), and (g) of this section do not apply to a controllable account or controllable payment intangible.
[
2023 c 266 s 934
;
2011 c 74 s 301
;
2003 c 87 s 1
;
2001 c 32 s 34
; 2000 c 250 s 9A-406.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2003 c 87:
"This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect July 1, 2003." [
2003 c 87 s 3
.]
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-407
Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
(a)
Term restricting assignment generally ineffective.
Except as otherwise provided in subsection (b) of this section, a term in a lease agreement is ineffective to the extent that it:
(1) Prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the lessor's residual interest in the goods; or
(2) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the lease.
(b)
Effectiveness of certain terms.
Except as otherwise provided in RCW 62A.2A-303
(7), a term described in subsection (a)(2) of this section is effective to the extent that there is:
(1) A transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
(2) A delegation of a material performance of either party to the lease contract in violation of the term.
(c)
Security interest not material impairment.
The creation, attachment, perfection, or enforcement of a security interest in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of RCW 62A.2A-303
(4) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.
[
2001 c 32 s 35
; 2000 c 250 s 9A-407.]
NOTES:
Effective date
—
2001 c 32:
See note following RCW 62A.9A-102
.
RCW 62A.9A-408
Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.
(a)
Term restricting assignment generally ineffective.
Except as otherwise provided in subsections (b) and (f) of this section, a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health-care-insurance receivable, or general intangible, is ineffective to the extent that the term:
(1) Would impair the creation, attachment, or perfection of a security interest; or
(2) Provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
(b)
Applicability of subsection (a) of this section to sales of certain rights to payment.
Subsection (a) of this section applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under RCW 62A.9A-610
or an acceptance of collateral under RCW 62A.9A-620
.
(c)
Legal restrictions on assignment generally ineffective.
Except as otherwise provided in subsection (f) of this section, a rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation:
(1) Would impair the creation, attachment, or perfection of a security interest; or
(2) Provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
(d)
Limitation on ineffectiveness under subsections (a) and (c) of this section.
To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection (c) of this section would be effective under law other than this Article but is ineffective under subsection (a) or (c) of this section, the creation, attachment, or perfection of a security interest in the promissory note, health-care-insurance receivable, or general intangible:
(1) Is not enforceable against the person obligated on the promissory note or the account debtor;
(2) Does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;
(3) Does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;
(4) Does not entitle the secured party to use or assign the debtor's rights under the promissory note, health-care-insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable, or general intangible;
(5) Does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and
(6) Does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable, or general intangible.
(e)(1)
Inapplicability of subsections (a) and (c) of this section to certain payment intangibles.
After July 1, 2003, subsections (a) and (c) of this section do not apply to the assignment or transfer of or creation of a security interest in:
(A) A claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. Sec. 104(a)(1) or (2); or
(B) A claim or right to receive benefits under a special needs trust as described in 42 U.S.C. Sec. 1396p(d)(4).
(2) This subsection will not affect a transfer of structured settlement payment rights under chapter
19.205
RCW.
(f)
Inapplicability to interests in certain entities.
This section does not apply to a security interest in an ownership interest in a general partnership, limited partnership, or limited liability company.
(g)
"Promissory note."
In this section, "promissory note" includes a negotiable instrument that evidences chattel paper.
[
2023 c 266 s 935
;
2011 c 74 s 302
;
2003 c 87 s 2
; 2000 c 250 s 9A-408.]
NOTES:
Construction
—
Effective date
—
2023 c 266:
See notes following RCW 62A.12-101
.
Application
—
Effective date
—
2011 c 74:
See notes following RCW 62A.9A-102
.
Effective date
—
2003 c 87:
See note following RCW 62A.9A-406
.
RCW 62A.9A-409
Restrictions on assignment of letter-of-credit rights ineffective.
(a)
Term or law restricting assignment generally ineffective.
A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom, or practice:
(1) Would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
(2) Provides that the assignment or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.
(b)
Limitation on ineffectiveness under subsection (a) of this section.
To the extent that a term in a letter of credit is ineffective under subsection (a) of this section but would be effective under law other than this Article or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit right:
(1) Is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
(2) Imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
(3) Does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.
[2000 c 250 s 9A-409.]
RCW 62A.9A-501
Filing office.
(a)
Filing offices.
Except as otherwise provided in subsection (b) of this section, if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:
(1) The office designated for the filing or recording of a record of a mortgage on the related real property, if:
(A) The collateral is as-extracted collateral or timber to be cut; or
(B) The financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or
(2) The department of licensing, in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.
(b)
Filing office for transmitting utilities.
The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the department of licensing. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.
[2000 c 250 s 9A-501.]
RCW 62A.9A-502
Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.
(a)
Sufficiency of financing statement.
Subject to subsection (b) of this section, a financing statement is sufficient only if it:
(1) Provides the name of the debtor;
(2) Provides the name of the secured party or a representative of the secured party; and
(3) Indicates the collateral covered by the financing statement.
(b)
Real-property-related financing statements.
Except as otherwise provided in RCW 62A.9A-501
(b), to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy subsection (a) of this section and also:
(1) Indicate that it covers this type of collateral;
(2) Indicate that it is to be filed for record in the real property records;
(3) Provide a description of the real property to which the collateral is related sufficient to give constructive notice of a mortgage under the law of this state if the description were contained in a record of the mortgage of the real property; and
(4) If the debtor does not have an interest of record in the real property, provide the name of a record owner.
(c)
Record of mortgage as financing statement.
A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:
(1) The record indicates the goods or accounts that it covers;
(2) The goods are or are to become fixtures related to the real property described in the record or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut;
(3) The record satisfies the requirements for a financing statement in this section, but:
(A) The record need not indicate that it is to be filed in the real property records; and
(B) The record sufficiently provides the name of a debtor who is an individual if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is an individual to whom RCW 62A.9A-503
(a)(4) applies; and
(4) The record is recorded.
(d)
Filing before security agreement or attachment.
A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.
[
2013 c 118 s 33
; 2000 c 250 s 9A-502.]
NOTES:
Effective date
—
2013 c 118 ss 33 and 34:
"Sections 33 and 34 of this act are necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and take effect July 1, 2013." [
2013 c 118 s 36
.]