9-315 UCC priority rules causing headaches with inventory financing
I'm dealing with a complicated priority situation under 9-315 UCC and honestly feeling overwhelmed by the whole thing. We have a client who's been financing inventory through us for about 18 months, and we thought we had everything locked down with our UCC-1 filing. But now there's another lender claiming they have priority on some of the same inventory based on a different financing arrangement, and they're citing 9-315 UCC rules about proceeds and transformation of collateral. The debtor manufactures custom furniture, so raw materials get transformed into finished goods, then sold, creating this whole chain of proceeds issues. Our UCC-1 covers 'all inventory, raw materials, work in process, and finished goods' but this other lender is saying their security interest in the specific lumber and hardware somehow gives them priority even after transformation. I've read through 9-315 UCC about a dozen times and I'm still not 100% clear on how the priority rules work when you have overlapping collateral descriptions and proceeds from transformed goods. Has anyone dealt with similar 9-315 UCC priority disputes? I'm particularly confused about whether our blanket inventory language beats their specific material descriptions, or if the transformation aspect changes everything. The amounts involved are substantial enough that we need to get this right, but the 9-315 UCC language is giving me a headache trying to parse through all the subsections.
38 comments


Edward McBride
Oh man, 9-315 UCC priority issues are brutal. I've been through this exact scenario with a cabinet maker last year. The transformation of collateral under 9-315 UCC can definitely complicate things, especially when you have competing security interests in the raw materials versus finished goods. The key thing to look at is the timing of when each UCC-1 was filed and whether the other lender properly perfected their interest in the transformed goods. If they only have a security interest in the lumber and hardware, but didn't properly capture the finished furniture in their collateral description, you might have the stronger position.
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Darcy Moore
•Exactly right about the timing issue. 9-315 UCC gets really specific about when transformation creates new collateral versus when it's just proceeds of the original collateral.
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Dana Doyle
•Wait, doesn't 9-315 UCC say something about the security interest automatically continuing into the transformed goods? I thought that was like automatic under the code.
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Edward McBride
•It can continue, but only if the original collateral description was broad enough to cover the transformed goods. That's where a lot of these disputes happen - the specificity of the collateral descriptions.
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Liam Duke
This is why I always stress to clients about getting their collateral descriptions right from the start. 9-315 UCC priority can be a nightmare when you have narrow descriptions that don't anticipate transformation. Your blanket inventory language is probably your best asset here, but you need to trace through the specific 9-315 UCC subsections about proceeds and transformation to see exactly how they apply to your situation.
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Manny Lark
•Absolutely agree about the collateral descriptions. I've seen too many lenders get burned because they thought specific was better than broad, but then 9-315 UCC transformation rules left them out in the cold.
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Rita Jacobs
•But doesn't being too broad sometimes create its own problems? I mean, if everyone files blanket inventory descriptions, how do you ever sort out priority under 9-315 UCC?
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Khalid Howes
I ran into something similar with 9-315 UCC priority issues about six months ago. The documentation review was killing me - trying to cross-reference our UCC-1 against their UCC-1, then figure out what the collateral descriptions actually covered under the transformation rules. I ended up using Certana.ai's document verification tool to upload both UCC-1 filings and get an automated analysis of how the collateral descriptions overlapped. It actually highlighted some inconsistencies between the filings and the underlying loan documents that I had missed. Really helped me understand where we stood on the 9-315 UCC priority question before we had to take a position with the other lender.
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Gael Robinson
•That's interesting about the automated analysis. Did it help you understand the 9-315 UCC transformation aspects specifically, or was it more about general collateral description conflicts?
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Khalid Howes
•It was really good at identifying where the collateral descriptions might create gaps or overlaps, which helped me focus on the specific 9-315 UCC sections that would apply. Made the legal analysis much more targeted.
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Ben Cooper
•How accurate was the analysis? I'm always skeptical of automated tools for something as technical as 9-315 UCC priority rules.
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Naila Gordon
9-315 UCC is honestly one of the most confusing parts of the whole code. Every time I think I understand the proceeds and transformation rules, I run into a new situation that makes me question everything. The priority provisions are particularly brutal when you have manufacturing involved.
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Cynthia Love
•Tell me about it. I've been doing UCC work for fifteen years and 9-315 UCC still trips me up sometimes, especially with the transformation stuff.
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Darren Brooks
•Same here! The interaction between 9-315 UCC and 9-322 UCC priority rules can be mind-bending when you have complex fact patterns.
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Rosie Harper
Look, I don't want to be that guy, but have you actually confirmed that the other lender's UCC-1 was properly filed and perfected? I've seen cases where people get all worried about 9-315 UCC priority issues only to find out the competing security interest wasn't even properly perfected to begin with. Might be worth pulling their filing and checking the basics before you dive too deep into the transformation analysis.
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Gael Robinson
•Good point. I did pull their UCC-1 and it looks properly filed, but I haven't done a detailed analysis of whether their collateral description actually covers what they think it covers under 9-315 UCC.
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Rosie Harper
•That's where the rubber meets the road. A lot of lenders think they have broader coverage than they actually do, especially with transformed goods under 9-315 UCC.
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Elliott luviBorBatman
This whole 9-315 UCC thing is giving me flashbacks to my bar exam. I swear the drafters of Article 9 were trying to make this as complicated as possible. Why can't they just write these rules in plain English?
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Demi Hall
•Because then lawyers wouldn't have job security! But seriously, 9-315 UCC is complicated because the underlying commercial relationships are complicated.
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Elliott luviBorBatman
•I guess, but there's got to be a better way to handle transformation and proceeds without making it so confusing.
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Mateusius Townsend
I just went through a 9-315 UCC dispute last month with a metalworking company. Similar transformation issues - raw steel becoming fabricated parts. The key breakthrough came when we realized the other lender's UCC-1 filing had a debtor name mismatch that affected their perfection status. Sometimes the 9-315 UCC analysis becomes moot if there are fundamental perfection issues.
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Kara Yoshida
•Debtor name issues are so common and they can totally derail a security interest. Always worth checking those details first.
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Mateusius Townsend
•Exactly. We spent weeks analyzing 9-315 UCC priority rules only to find out their filing was defective from day one.
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Gael Robinson
•I should probably double-check the debtor names on both filings. That's a good catch.
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Philip Cowan
For what it's worth, I had a similar 9-315 UCC situation resolve when we found some case law from our jurisdiction that specifically addressed transformation of raw materials in manufacturing contexts. The court's interpretation of the 9-315 UCC language was narrower than what the competing lender was claiming. Might be worth researching local precedent before you assume the worst case scenario.
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Caesar Grant
•Case law research is definitely important for 9-315 UCC issues. The statutory language leaves a lot of room for interpretation.
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Gael Robinson
•That's a great suggestion. I've been so focused on the statutory language that I haven't looked at how courts in our state have interpreted 9-315 UCC transformation rules.
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Lena Schultz
I actually used Certana.ai's UCC document checker for a 9-315 UCC priority analysis a few weeks ago. You can upload multiple UCC-1 filings and it will flag potential conflicts in the collateral descriptions, plus it caught some inconsistencies between our UCC-1 and the underlying security agreement that could have been problematic under 9-315 UCC transformation rules. Worth trying if you want a quick overview before diving into detailed legal analysis.
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Gemma Andrews
•How does it handle the transformation aspects specifically? That seems like it would require pretty sophisticated analysis.
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Lena Schultz
•It's more about identifying where collateral descriptions might create coverage gaps or overlaps, which helps you focus on the specific 9-315 UCC sections that matter for your situation.
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Pedro Sawyer
The 9-315 UCC priority rules are definitely tricky, but don't panic. I've found that most of these disputes come down to careful analysis of the collateral descriptions and filing dates. Your blanket inventory language probably gives you a stronger position than you think, especially if you filed first. The transformation aspect under 9-315 UCC usually works in favor of the lender with broader collateral descriptions.
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Gael Robinson
•That's reassuring. We did file about eight months before the other lender, and our collateral description is definitely broader.
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Pedro Sawyer
•Filing first with broader coverage is usually a winning combination under 9-315 UCC. Just make sure you can trace your security interest through the transformation chain.
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Mae Bennett
•The tracing requirement is key. 9-315 UCC requires you to be able to show how your original collateral became the transformed goods or proceeds.
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Beatrice Marshall
Thanks everyone for the input on this 9-315 UCC situation. I'm feeling a lot more confident about our position now. Going to do some additional document review and case law research before we respond to the other lender's claims. Really appreciate the practical advice about checking debtor names and collateral description coverage - sometimes you get so focused on the complex 9-315 UCC analysis that you miss the basic issues.
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Liam Duke
•Glad we could help! 9-315 UCC issues always seem overwhelming at first, but usually there's a clearer path forward once you work through the details.
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Khalid Howes
•Definitely let us know how it turns out. These 9-315 UCC transformation cases are always good learning experiences for everyone.
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Anna Xian
As someone newer to UCC work, this 9-315 discussion has been incredibly helpful to follow. I'm curious though - when you're dealing with these transformation issues, how do you practically document the chain from raw materials to finished goods? Is it enough to rely on the debtor's production records, or do you need independent verification of how materials flow through their manufacturing process? I imagine this documentation becomes crucial if you end up in litigation over 9-315 UCC priority claims.
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