piers109uk/MN-Statutes huggingface dataset:
336.9-515 DURATION AND EFFECTIVENESS OF FINANCING STATEMENT; EFFECT OF LAPSED FINANCING STATEMENT.
(a) Five-year effectiveness. Except as otherwise provided in subsections (b), (e), (f), and (g), a filed financing statement is effective for a period of five years after the date of filing.
(b) Public finance or manufactured home transaction. Except as otherwise provided in subsections (e), (f), and (g), an initial financing statement filed in connection with a public finance transaction or manufactured home transaction is effective for a period of 30 years after the date of filing if it indicates that it is filed in connection with a public finance transaction or manufactured home transaction.
(c) Lapse and continuation of financing statement. The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection (d). Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.
(d) When continuation statement may be filed. A continuation statement may be filed only within six months before the expiration of the five-year period specified in subsection (a) or the 30-year period specified in subsection (b), whichever is applicable.
(e) Effect of filing continuation statement. Except as otherwise provided in section 336.9-510, upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of five years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the five-year period, the financing statement lapses in the same manner as provided in subsection (c), unless, before the lapse, another continuation statement is filed pursuant to subsection (d). Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.
(f) Transmitting utility financing statement. If a debtor is a transmitting utility and a filed initial financing statement so indicates, the financing statement is effective until a termination statement is filed.
(g) Record of mortgage as financing statement. A record of a mortgage that is effective as a financing statement filed as a fixture filing under section 336.9-502(c) remains effective as a financing statement filed as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property.
336.9-604 PROCEDURE IF SECURITY AGREEMENT COVERS REAL PROPERTY OR FIXTURES.
(a) Enforcement: personal and real property. If a security agreement covers both personal and real property, a secured party may proceed:
(1) under this part as to the personal property without prejudicing any rights with respect to the real property; or
(2) as to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply.
(b) Enforcement: fixtures. Subject to subsection (c), if a security agreement covers goods that are or become fixtures, a secured party may proceed:
(1) under this part; or
(2) in accordance with the rights with respect to real property, in which case the other provisions of this part do not apply.
(c) Removal of fixtures. Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.
(d) Injury caused by removal. A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. 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.
336.9-606 TIME OF DEFAULT FOR AGRICULTURAL LIEN.
For purposes of this part, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.
336.9-608 APPLICATION OF PROCEEDS OF COLLECTION OR ENFORCEMENT; LIABILITY FOR DEFICIENCY AND RIGHT TO SURPLUS.
(a) Application of proceeds, surplus, and deficiency if obligation secured. If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:
(1) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under section 336.9-607 in the following order to:
(A) the reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorneys fees and legal expenses incurred by the secured party;
(B) the satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and
(C) the satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives a signed demand for proceeds before distribution of the proceeds is completed.
(2) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder's demand under paragraph (1)(C).
(3) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under section 336.9-607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.
(4) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.
(b) No surplus or deficiency in sales of certain rights to payment. If the underlying transaction is a sale of accounts, chattel paper, payment intangibles, or promissory notes, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.
336.9-612 TIMELINESS OF NOTIFICATION BEFORE DISPOSITION OF COLLATERAL.
(a) Reasonable time is question of fact. Except as otherwise provided in subsection (b), whether a notification is sent within a reasonable time is a question of fact.
(b) Ten-day period sufficient in nonconsumer transaction. In a transaction other than a consumer transaction, a notification of disposition sent after default and ten days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.
336.9-610 DISPOSITION OF COLLATERAL AFTER DEFAULT.
(a) Disposition after default. After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.
(b) Commercially reasonable disposition. Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.
(c) Purchase by secured party. A secured party may purchase collateral:
(1) at a public disposition; or
(2) at a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.
(d) Warranties on disposition. A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.
(e) Disclaimer of warranties. A secured party may disclaim or modify warranties under subsection (d):
(1) in a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or
(2) by communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.
(f) Record sufficient to disclaim warranties. A record is sufficient to disclaim warranties under subsection (e) if it indicates "there is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition" or uses words of similar import.
336.9-609 SECURED PARTY'S RIGHT TO TAKE POSSESSION AFTER DEFAULT.
(a) Possession; rendering equipment unusable; disposition on debtor's premises. After default, a secured party:
(1) may take possession of the collateral; and
(2) without removal, may render equipment unusable and dispose of collateral on a debtor's premises under section 336.9-610.
(b) Judicial and nonjudicial process. A secured party may proceed under subsection (a):
(1) pursuant to judicial process; or
(2) without judicial process, if it proceeds without breach of the peace.
(c) Assembly of collateral. If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.
336.9-605 UNKNOWN DEBTOR OR SECONDARY OBLIGOR.
(a) In general: no duty owed by secured party. Except as provided in subsection (b), a secured party does not owe a duty based on its status as secured party:
(1) to a person that is a debtor or obligor, unless the secured party knows:
(A) that the person is a debtor or obligor;
(B) the identity of the person; and
(C) how to communicate with the person; or
(2) to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(A) that the person is a debtor; and
(B) the identity of the person.
(b) Exception: Secured party owes duty to debtor or obligor. A secured party owes a duty based on its status as a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:
(1) the person is a debtor or obligor; and
(2) the secured party knows that the information in subsection (a)(1)(A), (B), or (C), relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.
336.9-617 RIGHTS OF TRANSFEREE OF COLLATERAL.
(a) Effects of disposition. A secured party's disposition of collateral after default:
(1) transfers to a transferee for value all of the debtor's rights in the collateral;
(2) discharges the security interest under which the disposition is made; and
(3) discharges any subordinate security interest or other subordinate lien.
(b) Rights of good faith transferee. A transferee that acts in good faith takes free of the rights and interests described in subsection (a), even if the secured party fails to comply with this article or the requirements of any judicial proceeding.
(c) Rights of other transferee. If a transferee does not take free of the rights and interests described in subsection (a), the transferee takes the collateral subject to:
(1) the debtor's rights in the collateral;
(2) the security interest or agricultural lien under which the disposition is made; and
(3) any other security interest or other lien.
336.9-611 NOTIFICATION BEFORE DISPOSITION OF COLLATERAL.
(a) Notification date. In this section, "notification date" means the earlier of the date on which:
(1) a secured party sends to the debtor and any secondary obligor a signed notification of disposition; or
(2) the debtor and any secondary obligor waive the right to notification.
(b) Notification of disposition required. Except as otherwise provided in subsection (d), a secured party that disposes of collateral under section 336.9-610 shall send to the persons specified in subsection (c) a reasonable signed notification of disposition.
(c) Persons to be notified. To comply with subsection (b), the secured party shall send a signed notification of disposition to:
(1) the debtor;
(2) any secondary obligor; and
(3) if the collateral is other than consumer goods:
(A) any other person from which the secured party has received, before the notification date, a signed notification of a claim of an interest in the collateral;
(B) any other secured party or lienholder that, ten days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(i) identified the collateral;
(ii) was indexed under the debtor's name as of that date; and
(iii) was filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and
(C) any other secured party that, ten days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 336.9-311 (a).
(d) Subsection (b) inapplicable: perishable collateral; recognized market. Subsection (b) does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.
(e) Compliance with subsection (c)(3)(b). A secured party complies with the requirement for notification prescribed by subsection (c)(3)(B) if:
(1) not later than 20 days or earlier than 30 days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor's name in the office indicated in subsection (c)(3)(B); and
(2) before the notification date, the secured party:
(A) did not receive a response to the request for information; or
(B) received a response to the request for information and sent a signed notification of disposition to each secured party named in that response whose financing statement covered the collateral.
336.9-613 CONTENTS AND FORM OF NOTIFICATION BEFORE DISPOSITION OF COLLATERAL: GENERAL.
(a) Contents and form of notification. Except in a consumer goods transaction, the following rules apply:
(1) The contents of a notification of disposition are sufficient if the notification:
(A) describes the debtor and the secured party;
(B) describes the collateral that is the subject of the intended disposition;
(C) states the method of intended disposition;
(D) states that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and
(E) states the time and place of a public disposition or the time after which any other disposition is to be made.
(2) Whether the contents of a notification that lacks any of the information specified in paragraph (1) are nevertheless sufficient is a question of fact.
(3) The contents of a notification providing substantially the information specified in paragraph (1) are sufficient, even if the notification includes:
(A) information not specified by that paragraph; or
(B) minor errors that are not seriously misleading.
(4) A particular phrasing of the notification is not required.
(5) The following form of notification and the form appearing in section 336.9-614(a)(3), when completed in accordance with the instructions in subsection (b) and section 336.9-614(b), each provides sufficient information:
NOTIFICATION OF DISPOSITION OF COLLATERAL
{1} Name of any debtor that is not an addressee: (Name of each debtor)
{2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows:
{3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.
{4} You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell or, as applicable, lease or license.
{5} If you request an accounting you must pay a charge of $ (amount).
{6} You may request an accounting by calling us at (telephone number).
(b) Instructions for form of notification. The following instructions apply to the form of notification in subsection (a)(5):
(1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(5). Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.
(2) Include and complete item {1} only if there is a debtor that is not an addressee of the notification and list the name or names.
(3) Include and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition of the collateral. If item {2} is included, include the words "to the highest qualified bidder" only if applicable.
(4) Include and complete items {4} and {6}.
(5) Include and complete item {5} only if the sender will charge the recipient for an accounting.
336.9-618 RIGHTS AND DUTIES OF CERTAIN SECONDARY OBLIGORS.
(a) Rights and duties of secondary obligor. A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:
(1) receives an assignment of a secured obligation from the secured party;
(2) receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or
(3) is subrogated to the rights of a secured party with respect to collateral.
(b) Effect of assignment, transfer, or subrogation. An assignment, transfer, or subrogation described in subsection (a):
(1) is not a disposition of collateral under section 336.9-610; and
(2) relieves the secured party of further duties under this article.
336.9-621 NOTIFICATION OF PROPOSAL TO ACCEPT COLLATERAL.
(a) Persons to which proposal to be sent. A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:
(1) any person from which the secured party has received, before the debtor consented to the acceptance, a signed notification of a claim of an interest in the collateral;
(2) any other secured party or lienholder that, ten days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(A) identified the collateral;
(B) was indexed under the debtor's name as of that date; and
(C) was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date; and
(3) any other secured party that, ten days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in section 336.9-311(a).
(b) Proposal to be sent to secondary obligor in partial satisfaction. A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection (a).
336.9-624 WAIVER.
(a) Waiver of disposition notification. A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 336.9-611 only by an agreement to that effect entered into and signed after default.
(b) Waiver of mandatory disposition. A debtor may waive the right to require disposition of collateral under section 336.9-620 (e) only by an agreement to that effect entered into and signed after default.
(c) Waiver of redemption right. Except in a consumer goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under section 336.9-623 only by an agreement to that effect entered into and signed after default.
336.9-622 EFFECT OF ACCEPTANCE OF COLLATERAL.
(a) Effect of acceptance. A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures:
(1) discharges the obligation to the extent consented to by the debtor;
(2) transfers to the secured party all of a debtor's rights in the collateral;
(3) discharges the security interest or agricultural lien that is the subject of the debtor's consent and any subordinate security interest or other subordinate lien; and
(4) terminates any other subordinate interest.
(b) Discharge of subordinate interest notwithstanding noncompliance. A subordinate interest is discharged or terminated under subsection (a), even if the secured party fails to comply with this article.
336.9-623 RIGHT TO REDEEM COLLATERAL.
(a) Persons that may redeem. A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.
(b) Requirements for redemption. To redeem collateral, a person shall tender:
(1) fulfillment of all obligations secured by the collateral; and
(2) the reasonable expenses and attorneys fees described in section 336.9-615(a)(1).
(c) When redemption may occur. A redemption may occur at any time before a secured party:
(1) has collected collateral under section 336.9-607;
(2) has disposed of collateral or entered into a contract for its disposition under section 336.9-610; or
(3) has accepted collateral in full or partial satisfaction of the obligation it secures under section 336.9-622.
336.9-627 DETERMINATION OF WHETHER CONDUCT WAS COMMERCIALLY REASONABLE.
(a) Greater amount obtainable under other circumstances; no preclusion of commercial reasonableness. The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition, or acceptance was made in a commercially reasonable manner.
(b) Dispositions that are commercially reasonable. A disposition of collateral is made in a commercially reasonable manner if the disposition is made:
(1) in the usual manner on any recognized market;
(2) at the price current in any recognized market at the time of the disposition; or
(3) otherwise in conformity with reasonable commercial practices among dealers in the type of property that was the subject of the disposition.
(c) Approval by court or on behalf of creditors. A collection, enforcement, disposition, or acceptance is commercially reasonable if it has been approved:
(1) in a judicial proceeding;
(2) by a bona fide creditors' committee;
(3) by a representative of creditors; or
(4) by an assignee for the benefit of creditors.
(d) Approval under subsection (c) not necessary; absence of approval has no effect. Approval under subsection (c) need not be obtained, and lack of approval does not mean that the collection, enforcement, disposition, or acceptance is not commercially reasonable.
336.9-626 ACTION IN WHICH DEFICIENCY OR SURPLUS IS IN ISSUE.
(a) Applicable rules if amount of deficiency or surplus is in issue. In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:
(1) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition, or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue.
(2) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition, or acceptance was conducted in accordance with this part.
(3) Except as otherwise provided in section 336.9-628, if a secured party fails to prove that the collection, enforcement, disposition, or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses, and attorneys fees exceeds the greater of:
(A) the proceeds of the collection, enforcement, disposition, or acceptance; or
(B) the amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition, or acceptance.
(4) For purposes of paragraph (3)(B), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses, and attorneys fees unless the secured party proves that the amount is less than that sum.
(5) If a deficiency or surplus is calculated under section 336.9-615(f), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.
(b) Nonconsumer transactions; no inference. The limitation of the rules in subsection (a) to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.
336.9-708 PERSONS ENTITLED TO FILE INITIAL FINANCING STATEMENT OR CONTINUATION STATEMENT.
A person may file an initial financing statement or a continuation statement under this part if:
(1) the secured party of record authorizes the filing; and
(2) the filing is necessary under this part:
(A) to continue the effectiveness of a financing statement filed before Laws 2000, chapter 399, takes effect; or
(B) to perfect or continue the perfection of a security interest.
336.9-704 SECURITY INTEREST UNPERFECTED BEFORE EFFECTIVE DATE.
A security interest that is enforceable immediately before Laws 2000, chapter 399, takes effect but which would be subordinate to the rights of a person that becomes a lien creditor at that time:
(1) remains an enforceable security interest for one year after Laws 2000, chapter 399, takes effect;
(2) remains enforceable thereafter if the security interest becomes enforceable under section 336.9-203 when Laws 2000, chapter 399, takes effect or within one year thereafter; and
(3) becomes perfected:
(A) without further action, when Laws 2000, chapter 399, takes effect if the applicable requirements for perfection under Laws 2000, chapter 399, are satisfied before or at that time; or
(B) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
336.9-701 EFFECTIVE DATE.
Laws 2000, chapter 399, takes effect July 1, 2001.
336.9-801 EFFECTIVE DATE.
Laws 2011, chapter 31, takes effect on July 1, 2013.
336.9-804 SECURITY INTEREST UNPERFECTED BEFORE EFFECTIVE DATE.
A security interest that is an unperfected security interest immediately before Laws 2011, chapter 31, takes effect becomes a perfected security interest:
(1) without further action, when Laws 2011, chapter 31, takes effect if the applicable requirements for perfection under article 9 as amended by Laws 2011, chapter 31, are satisfied before or at that time; or
(2) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
336.9-807 AMENDMENT OF PRE-EFFECTIVE DATE FINANCING STATEMENT.
(a) Pre-effective date financing statement. In this section, "pre-effective date financing statement" means a financing statement filed before Laws 2011, chapter 31, takes effect.
(b) Applicable law. After Laws 2011, chapter 31, takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in article 9 as amended by Laws 2011, chapter 31. However, the effectiveness of a pre-effective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.
(c) Method of amending: general rule. Except as otherwise provided in subsection (d), if the law of this state governs perfection of a security interest, the information in a pre-effective date financing statement may be amended after Laws 2011, chapter 31, takes effect only if:
(1) the pre-effective date financing statement and an amendment are filed in the office specified in section 336.9-501;
(2) an amendment is filed in the office specified in section 336.9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 336.9-806(c); or
(3) an initial financing statement that provides the information as amended and satisfies section 336.9-806(c) is filed in the office specified in section 336.9-501.
(d) Method of amending: continuation. If the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement may be continued only under section 336.9-805(c) and (e), or 336.9-806.
(e) Method of amending: additional termination rule. Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement filed in this state may be terminated after Laws 2011, chapter 31, takes effect by filing a termination statement in the office in which the pre-effective date financing statement is filed, unless an initial financing statement that satisfies section 336.9-806(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in article 9 as amended by Laws 2011, chapter 31, as the office in which to file a financing statement.
336.9-703 SECURITY INTEREST PERFECTED BEFORE EFFECTIVE DATE.
(a) Continuing priority over lien creditor: perfection requirements satisfied. A security interest that is enforceable immediately before Laws 2000, chapter 399, takes effect and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under Laws 2000, chapter 399, if, when Laws 2000, chapter 399, takes effect, the applicable requirements for enforceability and perfection under Laws 2000, chapter 399, are satisfied without further action.
(b) Continuing priority over lien creditor: perfection requirements not satisfied. Except as otherwise provided in section 336.9-705, if, immediately before Laws 2000, chapter 399, takes effect, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under Laws 2000, chapter 399, are not satisfied when Laws 2000, chapter 399, takes effect, the security interest:
(1) is a perfected security interest for one year after Laws 2000, chapter 399, takes effect;
(2) remains enforceable thereafter only if the security interest becomes enforceable under section 336.9-203 before the year expires; and
(3) remains perfected thereafter only if the applicable requirements for perfection under Laws 2000, chapter 399, are satisfied before the year expires.
336.9-702 SAVINGS CLAUSE.
(a) Pre-effective date transactions or liens. Except as otherwise provided in this part, Laws 2000, chapter 399, applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before Laws 2000, chapter 399, takes effect.
(b) Continuing validity. Except as otherwise provided in subsection (c) and sections 336.9-703 through 336.9-709:
(1) transactions and liens that were not governed by former article 9, were validly entered into or created before Laws 2000, chapter 399, takes effect, and would be subject to Laws 2000, chapter 399, if they had been entered into or created after Laws 2000, chapter 399, takes effect, and the rights, duties, and interests flowing from those transactions and liens remain valid after Laws 2000, chapter 399, takes effect; and
(2) the transactions and liens may be terminated, completed, consummated, and enforced as required or permitted by Laws 2000, chapter 399, or by the law that otherwise would apply if Laws 2000, chapter 399, had not taken effect.
(c) Pre-effective date proceedings. Laws 2000, chapter 399, does not affect an action, case, or proceeding commenced before Laws 2000, chapter 399, takes effect.
336.9-803 SECURITY INTEREST PERFECTED BEFORE EFFECTIVE DATE.
(a) Continuing perfection: perfection requirements satisfied. A security interest that is a perfected security interest immediately before Laws 2011, chapter 31, takes effect is a perfected security interest under article 9 as amended by Laws 2011, chapter 31, if, when Laws 2011, chapter 31, takes effect, the applicable requirements for attachment and perfection under article 9 as amended by Laws 2011, chapter 31, are satisfied without further action.
(b) Continuing perfection: perfection requirements not satisfied. Except as otherwise provided in section 336.9-805, if, immediately before Laws 2011, chapter 31, takes effect, a security interest is a perfected security interest, but the applicable requirements for perfection under article 9 as amended by Laws 2011, chapter 31, are not satisfied when Laws 2011, chapter 31, takes effect, the security interest remains perfected thereafter only if the applicable requirements for perfection under article 9 as amended by Laws 2011, chapter 31, are satisfied within one year after Laws 2011, chapter 31, takes effect.
336.9-628 NONLIABILITY AND LIMITATION ON LIABILITY OF SECURED PARTY; LIABILITY OF SECONDARY OBLIGOR.
(a) Limitation of liability of secured party for noncompliance with article. Subject to subsection (f), unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:
(1) the secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement against the person, for failure to comply with this article; and
(2) the secured party's failure to comply with this article does not affect the liability of the person for a deficiency.
(b) Limitation of liability based on status as secured party. Subject to subsection (f), a secured party is not liable because of its status as secured party:
(1) to a person that is a debtor or obligor, unless the secured party knows:
(A) that the person is a debtor or obligor;
(B) the identity of the person; and
(C) how to communicate with the person; or
(2) to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(A) that the person is a debtor; and
(B) the identity of the person.
(c) Limitation of liability if good faith belief that transaction is not a consumer goods transaction or consumer transaction. A secured party is not liable to any person, and a persons liability for a deficiency is not affected, because of any act or omission arising out of the secured party's reasonable belief that a transaction is not a consumer goods transaction or a consumer transaction or that goods are not consumer goods, if the secured party's belief is based on its reasonable reliance on:
(1) a debtor's representation concerning the purpose for which collateral was to be used, acquired, or held; or
(2) an obligor's representation concerning the purpose for which a secured obligation was incurred.
(d) Limitation of liability for statutory damages. A secured party is not liable to any person under section 336.9-625(c)(2) for its failure to comply with section 336.9-616.
(e) Limitation of multiple liability for statutory damages. A secured party is not liable under section 336.9-625(c)(2) more than once with respect to any one secured obligation.
(f) Exception: Limitation of liability under subsections (a) and (b) does not apply. Subsections (a) and (b) do not apply to limit the liability of a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:
(1) the person is a debtor or obligor; and
(2) the secured party knows that the information in subsection (b)(1)(A), (B), or (C), relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.
336.9-707 AMENDMENT OF PRE-EFFECTIVE DATE FINANCING STATEMENT.
(a) Pre-effective date financing statement. In this section, "pre-effective date financing statement" means a financing statement filed before Laws 2000, chapter 399, takes effect.
(b) Applicable law. After Laws 2000, chapter 399, takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3. However, the effectiveness of a pre-effective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.
(c) Method of amending: general rule. Except as otherwise provided in subsection (d), if the law of this state governs perfection of a security interest, the information in a pre-effective date financing statement may be amended after Laws 2000, chapter 399, takes effect only if:
(1) the pre-effective date financing statement and an amendment are filed in the office specified in section 336.9-501;
(2) an amendment is filed in the office specified in section 336.9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 336.9-706(c); or
(3) an initial financing statement that provides the information as amended and satisfies section 336.9-706(c) is filed in the office specified in section 336.9-501.
(d) Method of amending: continuation. If the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement may be continued only under section 336.9-705(d) and (f) or 336.9-706.
(e) Method of amending: additional termination rule. Whether or not the law of this state governs perfection of a security interest, the effectiveness of a pre-effective date financing statement filed in this state may be terminated after Laws 2000, chapter 399, takes effect by filing a termination statement in the office in which the pre-effective date financing statement is filed, unless an initial financing statement that satisfies section 336.9-706(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 as the office in which to file a financing statement.
336.9-808 PERSON ENTITLED TO FILE INITIAL FINANCING STATEMENT OR CONTINUATION STATEMENT.
A person may file an initial financing statement or a continuation statement under this part if:
(1) the secured party of record authorizes the filing; and
(2) the filing is necessary under this part:
(A) to continue the effectiveness of a financing statement filed before Laws 2011, chapter 31, takes effect; or
(B) to perfect or continue the perfection of a security interest.
336.9-706 WHEN INITIAL FINANCING STATEMENT SUFFICES TO CONTINUE EFFECTIVENESS OF FINANCING STATEMENT.
(a) Initial financing statement in lieu of continuation statement. The filing of an initial financing statement in the office specified in section 336.9-501 continues the effectiveness of a financing statement filed before Laws 2000, chapter 399, takes effect if:
(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under Laws 2000, chapter 399;
(2) the pre-effective date financing statement was filed in an office in another state or another office in this state; and
(3) the initial financing statement satisfies subsection (c).
(b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective date financing statement:
(1) if the initial financing statement is filed before Laws 2000, chapter 399, takes effect, for the period provided in Minnesota Statutes 1998, section 336.9-403, with respect to a financing statement; and
(2) if the initial financing statement is filed after Laws 2000, chapter 399, takes effect, for the period provided in section 336.9-515 with respect to an initial financing statement.
(c) Requirements for initial financing statement under subsection (a). To be effective for purposes of subsection (a), an initial financing statement must:
(1) satisfy the requirements of Part 5 for an initial financing statement;
(2) identify the pre-effective date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(3) indicate that the pre-effective date financing statement remains effective.
336.9-709 PRIORITY.
(a) Law governing priority. Laws 2000, chapter 399, determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before Laws 2000, chapter 399, takes effect, former article 9 determines priority.
(b) Priority if security interests become enforceable under section 336.9-203. For purposes of section 336.9-322(a), the priority of a security interest that becomes enforceable under section 336.9-203 dates from the time Laws 2000, chapter 399, takes effect if the security interest is perfected under Laws 2000, chapter 399, by the filing of a financing statement before Laws 2000, chapter 399, takes effect which would not have been effective to perfect the security interest under former article 9. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.
336.9-809 PRIORITY.
Laws 2011, chapter 31, determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before Laws 2011, chapter 31, takes effect, article 9 as it existed before amendment determines priority.
336.9-802 SAVINGS CLAUSE.
(a) Pre-effective date transactions or liens. Except as otherwise provided in this section, Laws 2011, chapter 31, applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before Laws 2011, chapter 31, takes effect.
(b) Pre-effective date proceedings. Laws 2011, chapter 31, does not affect an action, case, or proceeding commenced before Laws 2011, chapter 31, takes effect.
336.9-806 WHEN INITIAL FINANCING STATEMENT SUFFICES TO CONTINUE EFFECTIVENESS OF FINANCING STATEMENT.
(a) Initial financing statement in lieu of continuation statement. The filing of an initial financing statement in the office specified in section 336.9-501 continues the effectiveness of a financing statement filed before Laws 2011, chapter 31, takes effect if:
(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under article 9 as amended by Laws 2011, chapter 31;
(2) the pre-effective date financing statement was filed in an office in another state; and
(3) the initial financing statement satisfies subsection (c).
(b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective date financing statement:
(1) if the initial financing statement is filed before Laws 2011, chapter 31, takes effect, for the period provided in unamended section 336.9-515 with respect to an initial financing statement; and
(2) if the initial financing statement is filed after Laws 2011, chapter 31, takes effect, for the period provided in section 336.9-515 as amended by Laws 2011, chapter 31, with respect to an initial financing statement.
(c) Requirements for initial financing statement under subsection (a). To be effective for purposes of subsection (a), an initial financing statement must:
(1) satisfy the requirements of part 5 as amended by Laws 2011, chapter 31, for an initial financing statement;
(2) identify the pre-effective date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(3) indicate that the pre-effective date financing statement remains effective.
336.10-105 EFFECTIVE DATE.
This chapter shall become effective July 1, 1966. It applies to transactions entered into and occurring on and after that date.
336.10-103 GENERAL REPEALER.
Except as provided in the following section, all laws and parts of laws inconsistent with this chapter are hereby repealed.
336.12-101 TITLE.
This article may be cited as Uniform Commercial Code-Controllable Electronic Records.
336.12-103 RELATION TO ARTICLE 9 AND CONSUMER LAWS.
(a) Article 9 governs in case of conflict. If there is conflict between this article and article 9, article 9 governs.
(b) Applicable consumer law and other laws. A transaction subject to this article is subject to any applicable rule of law that establishes a different rule for consumers; any other statute or regulation that regulates the rates, charges, agreements, and practices for loans, credit sales, or other extensions of credit; and any consumer-protection statute or regulation.
336.12-102 DEFINITIONS.
(a) Article 12 definitions. In this article:
(1) "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under section 336.12-105. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic copy of a record evidencing chattel paper, an electronic document of title, electronic money, investment property, or a transferable record.
(2) "Qualifying purchaser" means a purchaser of a controllable electronic record or an interest in a controllable electronic record that obtains control of the controllable electronic record for value, in good faith, and without notice of a claim of a property right in the controllable electronic record.
(3) "Transferable record" has the meaning provided for that term in:
(A) Section 201(a)(1) of the Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7021(a)(1), as amended; or
(B) section 325L.16, paragraph (a).
(4) "Value" has the meaning provided in section 336.3-303(a), as if references in that subsection to an "instrument" were references to a controllable account, controllable electronic record, or controllable payment intangible.
(b) Definitions in Article 9. The definitions in article 9 of "account debtor", "controllable account", "controllable payment intangible", "chattel paper", "deposit account", "electronic money", and "investment property" apply to this article.
(c) Article 1 definitions and principles. Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.