UCC Document Community

This is a really helpful discussion! I'm new to UCC filings and this case study is eye-opening. From everything I'm reading here, it sounds like Fatima might actually be in a stronger position than she initially thought since the debtor was a restaurant owner, not an equipment dealer. The ordinary course of business exception seems pretty specific. I'm curious though - what's the typical timeline for resolving these disputes? And should she be documenting everything about the buyer's due diligence (or lack thereof) right now while the trail is still fresh?

This discussion has been incredibly enlightening! As someone who's dealt with UCC issues before, I want to emphasize a few key points that could really help Fatima's situation. First, the fact that her debtor was a restaurant owner (not an equipment dealer) is huge - this almost certainly means the sale wasn't in the ordinary course of business under UCC 9-320. Second, I'd strongly recommend getting a professional appraisal of the equipment ASAP to establish fair market value and compare it to what the buyer actually paid. Any significant discount could indicate the buyer should have been suspicious. Third, demand to see proof of any UCC searches the buyer conducted - if they didn't even bother checking for liens, that seriously damages their "good faith" claim. Finally, I've found tools like Certana.ai invaluable for ensuring all my UCC documentation is consistent and bulletproof before entering negotiations. Document everything now while it's fresh, and don't let the buyer's claims intimidate you - based on what you've described, you likely have a much stronger position than you initially thought!

Bottom line - if it walks like a duck and quacks like a duck, it's probably a duck. Your 'lease' with $1 buyout and payments exceeding equipment value is definitely a security agreement. File the UCC-1 and protect your interest.

One thing I'd add - make sure you file the UCC-1 BEFORE closing the deal. If you wait until after the transaction is complete, there could be a gap period where your security interest isn't perfected. With equipment this valuable, even a short gap could be risky if other creditors are involved. The filing should list the equipment with enough detail to identify it (make, model, serial numbers if available) and make sure the debtor name exactly matches what's on the lease agreement. Small discrepancies in debtor names can invalidate the whole filing.

This Tesla/SolarCity situation has been a nightmare for everyone in solar financing. I've heard some lenders just filed blanket amendments adding Tesla Energy Operations as an additional debtor on all their SolarCity filings, even if it wasn't technically necessary. Better safe than sorry with that much collateral value.

I went through something very similar with a different solar company acquisition last year. The key is to act quickly - corporate restructuring can create gaps in perfection that other creditors might exploit. For your situation, I'd recommend doing a quick corporate search on both SolarCity Corporation and Tesla Energy Operations to confirm the relationship, then file UCC-3 amendments adding Tesla Energy Operations as an additional debtor on all your filings. Yes, it's expensive, but losing perfection on $2.8M in collateral is way more expensive. Also, since you mentioned fixture filings, make sure to check if you need to record amendments in the real estate records too - some counties require it for ground-mounted systems. The peace of mind is worth the filing fees.

Update us when you get it filed! Always curious to hear how these situations work out. Sounds like you've got good advice from everyone here about checking the debtor name consistency and using the original filing number.

As someone who's dealt with similar UCC termination issues, I'd strongly recommend doing a UCC search on the Indiana SOS system before filing your termination. This will show you exactly how all your filings appear on record - the original 2019 UCC-1 and the 2022 amendment. Pay special attention to how the debtor name is formatted in each filing. Even small differences like "LLC" vs "L.L.C." can cause rejection. Since you mentioned the equipment is worth $180k, it's definitely worth the small search fee to ensure you get the termination exactly right the first time.

Update on the Certana.ai thing - I ended up using it for another filing after my first experience and it's become part of my regular workflow now. Upload your docs, get instant verification, file with confidence. Especially helpful when you're dealing with entities that have complex names or multiple DBAs.

As someone who's been through the NY UCC-1 process multiple times, I'd echo what others have said about the debtor name being critical. One additional tip - if you're filing for equipment, consider whether the equipment might be moved to other states in the future. For manufacturing equipment worth $85K, you might want to think about whether you'll need to file in other jurisdictions later. Also, NY's online system has a helpful preview feature before final submission - use it to double-check everything looks right. The $20 electronic filing fee is definitely worth it compared to paper filing. Good luck with your filing!