CO Code § 4-9-617 (2021)
2021 Colorado Code|Title 4 - Uniform Commercial Code|Article 9 - Secured Transactions|Part 6 - Default|§ 4-9-617. Rights of Transferee of Collateral

  A secured party's disposition of collateral after default:   Transfers to a transferee for value all of the debtor's rights in the collateral;    Discharges the security interest under which the disposition is made; and    Discharges any subordinate security interest or other subordinate lien.       A transferee that acts in good faith takes free of the rights and interests described in subsection (a) of this section, even if the secured party fails to comply with this article or the requirements of any judicial proceeding.    If a transferee does not take free of the rights and interests described in subsection (a) of this section, the transferee takes the collateral subject to:   The debtor's rights in the collateral;    The security interest or agricultural lien under which the disposition is made; and    Any other security interest or other lien.        History. Source: L. 2001: Entire article R&RE, p. 1412, § 1, effective July 1.    Editor's note:   This section is similar to former § 4-9-504 (4) as it existed prior to 2001.   OFFICIAL COMMENT   1. Source. Former Section 9-504(4).   2. Title Taken by Good-Faith Transferee. Subsection (a) sets forth the rights acquired by persons who qualify under subsection (b) transferees who act in good faith. Such a person is a “transferee,” inasmuch as a buyer at a foreclosure sale does not meet the definition of “purchaser” in Section 1-201 (the transfer is not, vis-a-vis the debtor, “voluntary”). By virtue of the expanded definition of the term “debtor” in Section 9-102, subsection (a) makes clear that the ownership interest of a person who bought the collateral subject to the security interest is terminated by a subsequent disposition under this Part. Such a person is a debtor under this Article. Under former Article 9, the result arguably was the same, but the statute was less clear. Under subsection (a), a disposition normally discharges the security interest being foreclosed and any subordinate security interests and other liens.   A disposition has the effect specified in subsection (a), even if the secured party fails to comply with this Article. An aggrieved person (e.g., the holder of a subordinate security interest to whom a notification required by Section 9-611 was not sent) has a right to recover any loss under Section 9-625(b).   3. Unitary Standard in Public and Private Dispositions. Subsection (b) now contains a unitary standard that applies to transferees in both private and public dispositions—acting in good faith. However, this change from former Section 9-504(4) should not be interpreted to mean that a transferee acts in good faith even though it has knowledge of defects or buys in collusion, standards applicable to public dispositions under the former section. Properly understood, those standards were specific examples of the absence of good faith.   4. Title Taken by Nonqualifying Transferee. Subsection (c) specifies the consequences for a transferee who does not qualify for protection under subsections (a) and (b) (i.e., a transferee who does not act in good faith). The transferee takes subject to the rights of the debtor, the enforcing secured party, and other security interests or other liens.   ANNOTATION   Annotator's note. Since § 4-9-617 is similar to § 4-9-504 as it existed prior to the 2001 repeal and reenactment of this article, a relevant case construing that provision has been included in the annotations to this section.   Under plain language of this section, sale of wraparound promissory note transferred all debtor's rights to purchaser at foreclosure sale and discharged creditor's security interest therein; accordingly, purchaser took free of restrictions contained in security agreement. Western Group Nurseries v. Pomeranz, 867 P.2d 12 (Colo. App. 1993).