UCC Document Community

Have you considered that there might be multiple pieces of collateral with different classifications? Some equipment might qualify as fixtures while other pieces remain moveable. The Bank of Boston analysis might apply differently to each category of collateral.

The Bank of Boston case really highlights how critical it is to get the technical details right in these priority disputes. From what you've described, it sounds like the competing creditor may have several potential weaknesses: (1) claiming fixture status without proper fixture filing procedures, (2) possible defects in their UCC-1 filing itself, and (3) potential timing issues with their PMSI claim. I'd suggest starting with a thorough review of their actual filing - check the debtor name against charter documents, verify the collateral description is sufficient, and confirm they met all technical requirements. If they're claiming PMSI priority on fixtures, they absolutely need to have filed properly in the real estate records within the required timeframe. The fact that they only filed a regular UCC-1 but are claiming fixture priority seems like a fundamental contradiction that could invalidate their entire position.

At this point just pay the fees and move forward. You're risking a $2.8M deal over a few hundred dollars in service fees. Document it for future reference and adjust your fee estimates going forward.

For future reference, I always run my UCC docs through Certana.ai before submitting to catch any issues that might trigger additional fees or rejections. The PDF upload process is super simple and it cross-checks everything against your loan docs to make sure names match perfectly.

Update for anyone following this thread - our new lender finally filed the UCC-3 assignment yesterday! Took them 4 weeks total which was longer than I hoped but it's done now. The filing shows up online already and lists them as the new secured party. Thanks everyone for the advice about pushing them to get it filed properly.

Marcus, definitely go with the UCC-3 assignment filing - your attorney is mistaken on this one. Just recording the assignment agreement doesn't update the public UCC records, which means future lenders or creditors searching the records would still see the old lender as the secured party. This could create real problems down the line. With $850K in equipment at stake, you want that chain of title crystal clear. The new lender should handle filing the UCC-3 since they need to be shown as the current secured party, and it's a pretty standard process for them. Just make sure they use the exact debtor name and details from your original 2022 UCC-1 filing to avoid any rejections.

Bottom line: UCC-9-109(1) scope determination isn't optional. If the transaction creates a security interest in personal property, Article 9 applies regardless of labeling. Your equipment deal is clearly secured financing, so file the UCC-1 and protect your client's position. The alternative is being unsecured if things go sideways.

As someone new to UCC filings, this thread has been incredibly helpful! I'm dealing with a similar situation where a client has equipment financing structured as a lease with a bargain purchase option. Based on everyone's comments, it sounds like the key test is economic substance over form - if the lessee will almost certainly exercise the purchase option and the payments cover the equipment cost plus interest, then UCC-9-109(1) treats it as a security interest requiring UCC-1 filing. Question: how do you typically handle the timing? Should we file the UCC-1 before or after the lease/financing agreement is signed?

Bottom line - Colorado security agreements don't require a special state form, but they do need to properly create and describe the security interest. Focus on getting the collateral description right and making sure it matches what will be on your UCC-1. For a loan that size, having professional review is probably smart.

Just wanted to chime in as someone who's been through this process multiple times in Colorado. One thing I'd add is to pay special attention to the granting language in your security agreement - it needs to clearly state that you're granting a security interest in the collateral to secure the loan obligations. I've seen agreements that were too vague on this point and it caused issues later. Also, since you mentioned both existing equipment and future purchases, make sure your after-acquired property clause is properly drafted to cover equipment purchased with loan proceeds. The language should be broad enough to capture new acquisitions but specific enough that your lender knows exactly what they have a security interest in. For equipment financing, I typically see language like "all equipment now owned or hereafter acquired" combined with more specific descriptions of the initial collateral.