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2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—309. Security interest perfected upon attachment

§ 9—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 subsection 9—311(b) of this title with respect to consumer goods that are subject to a statute or treaty described in subsection 9—311(a) of this title;
(2) an assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or 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 section 2—401, or 2—505 of this title, or subsection 2—711(3), or 2A—508(5) of this title, until the debtor obtains possession of the collateral;
(7) a security interest of a collecting bank arising under section 4—210 of this title;
(8) a security interest of an issuer or nominated person arising under section 5—118 of this title;
(9) a security interest arising in the delivery of a financial asset under subsection 9—206(c) of this title;
(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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—310. When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply

§ 9—310. When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply
(a) Except as otherwise provided in subsection (b) of this section and subsection 9—312(b) of this title, a financing statement must be filed to perfect all security interests and agricultural liens.
(b) The filing of a financing statement is not necessary to perfect a security interest:
(1) that is perfected under subsection 9—308(d), (e), (f), or (g) of this title;
(2) that is perfected under section 9—309 of this title when it attaches;
(3) in property subject to a statute, regulation, or treaty described in subsection 9—311(a) of this title;
(4) in goods in possession of a bailee which is perfected under subdivision 9—312(d)(1) or (2) of this title;
(5) in certificated securities, documents, goods, or instruments which is perfected without filing, control, or possession under subsection 9—312(e), (f), or (g) of this title;
(6) in collateral in the secured party’s possession under section 9—313 of this title;
(7) in a certificated security which is perfected by delivery of the security certificate to the secured party under section 9—313 of this title;
(8) in deposit accounts, electronic chattel paper, electronic documents, investment property, or letter-of-credit rights which is perfected by control under section 9—314 of this title;
(9) in proceeds which is perfected under section 9—315 of this title; or
(10) that is perfected under section 9—316 of this title.
(c) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—311. Perfection of security interests in property subject to certain statutes, regulations, and treaties

§ 9—311. Perfection of security interests in property subject to certain statutes, regulations, and treaties
(a) 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 subsection 9—310(a) of this title;
(2) the following statutes of this State: 23 V.S.A. chapters 21 and 36; or
(3) a statute of another jurisdiction which provides for a security interest to be indicated on a certificate 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 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 and section 9—313 and subsections 9—316(d) and (e) of this title 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) Except as otherwise provided in subsection (d) of this section and subsections 9—316(d) and (e) of this title, 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) During any period in which collateral subject to a statute specified in subdivision (a)(2) of this section 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2001, No. 46, § 2; 2005, No. 116 (Adj. Sess.), § 1, eff. April 26, 2006; 2013, No. 157 (Adj. Sess.), § 1.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—314. Perfection by control

§ 9—314. Perfection by control
(a) A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper, or electronic documents may be perfected by control of the collateral under section 7—106, 9—104, 9—105, 9—106, or 9—107 of this title.
(b) A security interest in deposit accounts, electronic chattel paper, letter-of-credit rights, or electronic documents is perfected by control under section 7—106, 9—104, 9—105, or 9—107 of this title when the secured party obtains control and remains perfected by control only while the secured party retains control.
(c) A security interest in investment property is perfected by control under section 9—106 of this title from 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—315. Secured party’s rights on disposition of collateral and in proceeds

§ 9—315. Secured party’s rights on disposition of collateral and in proceeds
(a) Except as otherwise provided in this article and in subsection 2—403(2) of this title:
(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) Proceeds that are commingled with other property are identifiable proceeds:
(1) if the proceeds are goods, to the extent provided by section 9—336 of this title; 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) A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.
(d) A perfected security interest in proceeds becomes unperfected on the 21st 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 20 days thereafter.
(e) If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under subdivision (d)(1) of this section becomes unperfected at the later of:
(1) when the effectiveness of the filed financing statement lapses under section 9—515 of this title or is terminated under section 9—513 of this title; or
(2) the 21st day after the security interest attaches to the proceeds. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—317. Interests that take priority over or take free of security interest or agricultural lien

§ 9—317. Interests that take priority over or take free of security interest or agricultural lien
(a) A security interest or agricultural lien is subordinate to the rights of:
(1) a person entitled to priority under section 9—322 of this title; 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 subdivision 9—203(b)(3) of this title is met and a financing statement covering the collateral is filed.
(2) a person that becomes a lien creditor before the earlier of the time the security interest or agricultural lien is perfected or a financing statement covering the collateral is filed.
(b) Except as otherwise provided in subsection (e) of this section, a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, 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) 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) A licensee of a general intangible or a buyer, other than a secured party, of accounts, electronic chattel paper, electronic documents, general intangibles, or investment property other than 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) Except as otherwise provided in sections 9—320 and 9—321 of this title, if a person files a financing statement with respect to a purchase-money security interest before or within 20 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2001, No. 46, § 3; 2013, No. 157 (Adj. Sess.), § 1; 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—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

§ 9—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) 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) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—319. Rights and title of consignee with respect to creditors and purchasers

§ 9—319. Rights and title of consignee with respect to creditors and purchasers
(a) 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 has rights and title to the goods identical to those the consignor had or had power to transfer.
(b) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—320. Buyer of goods

§ 9—320. Buyer of goods
(a) 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) 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) 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 subsections 9—316(a) and (b) of this title.
(d) 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) Subsections (a) and (b) of this section do not affect a security interest in goods in the possession of the secured party under section 9—313 of this title. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—321. Licensee of general intangible and lessee of goods in ordinary course of business

§ 9—321. Licensee of general intangible and lessee of goods in ordinary course of business
(a) 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) A licensee in ordinary course of business takes its rights under the 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) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—323. Future advances

§ 9—323. Future advances
(a) Except as otherwise provided in subsection (c) of this section, for purposes of determining the priority of a perfected security interest under subdivision 9—322(a)(1) of this title, 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 section 9—309 of this title when it attaches; or
(B) temporarily under subsection 9—312(e), (f), or (g) of this title; 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 section 9—309 or subsection 9—312(e), (f), or (g) of this title.
(b) 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 45 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) 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) Except as otherwise provided in subsection (e) of this section, a buyer of goods other than a buyer in ordinary course of business 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) 45 days after the purchase.
(e) 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 45 day period.
(f) Except as otherwise provided in subsection (g) of this section, a lessee of goods, other than a lessee in ordinary course of business, 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) 45 days after the lease contract becomes enforceable.
(g) 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 45-day period. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—325. Priority of security interests in transferred collateral

§ 9—325. Priority of security interests in transferred collateral
(a) 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) Subsection (a) of this section subordinates a security interest only if the security interest:
(1) otherwise would have priority solely under subsection 9—322(a) or section 9—324 of this title; or
(2) arose solely under subsection 2—711(3) or 2A—508(5) of this title. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—326. Priority of security interests created by new debtor

§ 9—326. Priority of security interests created by new debtor
(a) 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 subdivision 9—316(i)(1) or section 9—508 of this title is subordinate to a security interest in the same collateral which is perfected by another method.
(b) If more than one security interest in the same collateral is subordinate under subsection (a) of this section, the other provisions of this part determine the priority among the subordinated security interests. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2013, No. 157 (Adj. Sess.), § 1.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—327. Priority of security interests in deposit account

§ 9—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 section 9—104 of this title has priority over a conflicting security interest held by a secured party that does not have control.
(2) Except as otherwise provided in subdivisions (3) and (4) of this section, security interests perfected by control under section 9—314 of this title rank according to priority in time of obtaining control.
(3) Except as otherwise provided in subdivision (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 subdivision 9—104(a)(3) of this title has priority over a security interest held by the bank with which the deposit account is maintained. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—328. Priority of security interests in investment property

§ 9—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 section 9—106 of this title 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 subdivisions (3) and (4) of this section, conflicting security interests held by secured parties each of which has control under section 9—106 of this title 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 subdivision 8—106(d)(1) of this title, the secured party’s becoming the person for which the securities account is maintained;
(ii) if the secured party obtained control under subdivision 8—106(d)(2) of this title, 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 subdivision 8—106(d)(3) of this title, 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 subdivision 9—106(b)(2) of this title 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 subsection 9—313(a) of this title and not by control under section 9—314 of this title 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 section 9—106 of this title rank equally.
(7) In all other cases, priority among conflicting security interests in investment property is governed by sections 9—322 and 9—323 of this title. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—329. Priority of security interests in letter-of-credit right

§ 9—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 section 9—107 of this title 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 section 9—314 of this title rank according to priority in time of obtaining control. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—330. Priority of purchaser of chattel paper or instrument

§ 9—330. Priority of purchaser of chattel paper or instrument
(a) 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 and takes possession of the chattel paper or obtains control of the chattel paper under section 9—105 of this title; and
(2) the chattel paper does not indicate that it has been assigned to an identified assignee other than the purchaser.
(b) 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 and takes possession of the chattel paper or obtains control of the chattel paper under section 9—105 of this title 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) Except as otherwise provided in section 9—327 of this title, 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) section 9—322 of this title 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) Except as otherwise provided in subsection 9—331(a) of this title, 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) 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) For purposes of subsections (b) and (d) of this section, if chattel paper or an instrument indicates that it 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—331. Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under Article 8

§ 9—331. Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under Article 8
(a) 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, or a protected purchaser of a security. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in Articles 3, 7, and 8 of this title.
(b) 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 an adverse claim under Article 8 of this title.
(c) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—332. Transfer of money; transfer of funds from deposit account

§ 9—332. Transfer of money; transfer of funds from deposit account
(a) A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party.
(b) A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—333. Priority of certain liens arising by operation of law

§ 9—333. Priority of certain liens arising by operation of law
(a) 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) A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—335. Accessions

§ 9—335. Accessions
(a) A security interest may be created in an accession and continues in collateral that becomes an accession.
(b) If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.
(c) 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) 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 subsection 9—311(b) of this title.
(e) 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) A secured party that removes an accession from other goods under subsection (e) of this section shall promptly reimburse any encumbrancer 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 encumbrancer 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—336. Commingled goods

§ 9—336. Commingled goods
(a) 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) 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) If collateral becomes commingled goods, a security interest attaches to the product or mass.
(d) 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) 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) 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 value of the collateral at the time it became commingled goods. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—337. Priority of security interests in goods covered by certificate of title

§ 9—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 subsection 9—311(b) of this title, after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—338. Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information

§ 9—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 subdivision 9-516(b)(5) of this title 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001; amended 2015, No. 51, § B.9, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—339. Priority subject to subordination

§ 9—339. Priority subject to subordination
This article does not preclude subordination by agreement by a person entitled to priority. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—340. Effectiveness of right of recoupment or set-off against deposit account

§ 9—340. Effectiveness of right of recoupment or set-off against deposit account
(a) 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) 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) 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 subdivision 9—104(a)(3) of this title, if the set-off is based on a claim against the debtor. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—341. Bank’s rights and duties with respect to deposit account

§ 9—341. Bank’s rights and duties with respect to deposit account
Except as otherwise provided in subsection 9—340(c) of this title, and unless the bank otherwise agrees in an authenticated 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—342. Bank’s right to refuse to enter into or disclose existence of control agreement

§ 9—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 subdivision 9—104(a)(2) of this title, 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—401. Alienability of debtor’s rights

§ 9—401. Alienability of debtor’s rights
(a) Except as otherwise provided in subsection (b) of this section and sections 9—406 through 9—409 of this title, whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this article.
(b) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—402. Secured party not obligated on contract of debtor or in tort

§ 9—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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—403. Agreement not to assert defenses against assignee

§ 9—403. Agreement not to assert defenses against assignee
(a) In this section, “value” has the meaning provided in subsection 3—303(a) of this title.
(b) 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 subsection 3—305(a) of this title.
(c) 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 subsection 3—305(b) of this title.
(d) 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) 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) 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. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 9 - Secured Transactions › § 9—404. Rights acquired by assignee; claims and defenses against assignee

§ 9—404. Rights acquired by assignee; claims and defenses against assignee
(a) 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 authenticated by the assignor or the assignee.
(b) 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) 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) 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) This section does not apply to an assignment of a health care insurance receivable. (Added 1999, No. 106 (Adj. Sess.), § 2, eff. July 1, 2001.)