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Just went through something similar with construction equipment. Key is documenting that the sale wasn't part of the debtor's ordinary business operations. Court records, business licenses, tax returns showing what they actually do vs. what they sold can all be helpful evidence.
Thanks everyone for the helpful analysis! Based on the discussion, it sounds like we have a strong position since our debtor is clearly a manufacturer selling production equipment rather than being in the equipment sales business. I'll gather documentation showing their actual business operations and licensing to support that this wasn't an ordinary course sale. Really appreciate the insights on how 9-320(a) works - the ordinary course test is more straightforward than I initially thought once you focus on what business the seller is actually in rather than the buyer's knowledge.
Great summary! Just to add one more practical tip - when you're gathering that documentation to prove it wasn't ordinary course, also look at the debtor's historical sales patterns. If they've never sold equipment before or only do so very rarely (like when replacing old equipment), that strengthens your position even more. The frequency of similar sales can be really persuasive evidence in court.
Last resort would be to have your lender provide you with the filing number directly. They should have that information in their loan file and then you can search by the specific UCC number instead of names.
Yeah if all else fails I'll have to contact them directly. Just wanted to try finding it myself first since they're not always the most responsive.
Most lenders are required to provide that info to borrowers anyway, so don't feel bad about asking for it.
Another thing to check - make sure you're searching in the correct UCC database. Some states have separate databases for different types of filings or different time periods. Also, if your business has multiple locations or subsidiaries, the lender might have filed under a parent company name or with a different address than you expect. I'd recommend creating a list of every possible name variation (legal name, DBA, abbreviated versions, with/without punctuation) and systematically searching each one in both your state and any states where you have equipment or operations.
Bottom line: UCC 1-308 might preserve some rights in very specific circumstances, but it's not a magic shield against secured creditor remedies. If you're concerned about your rights in a secured transaction, focus on the security agreement terms, the accuracy of UCC filings, and compliance with notification requirements. Those are the areas where you can actually protect yourself.
Exactly right. Commercial law rewards careful preparation and accurate documentation, not clever reservation clauses.
I learned this the hard way. Spent more time researching UCC 1-308 than actually reviewing my loan terms. The reservation clause didn't help when my lender exercised their security interest, but understanding my agreement beforehand might have.
As someone who's worked in commercial finance for over a decade, I can tell you that UCC 1-308 reservations are largely ineffective in secured transactions for a fundamental reason: they don't address the core mechanics of how security interests work. When a creditor files a UCC-1, they're creating a public notice of their claim against specific collateral. Your reservation of rights doesn't change the priority rules, doesn't affect perfection, and doesn't alter the creditor's remedies under Article 9. The real protection comes from understanding your security agreement's default provisions, cure periods, and notice requirements. I've seen borrowers spend countless hours on UCC 1-308 research when they should have been negotiating better loan terms or ensuring their UCC filings were accurate. Focus your energy on the substance of your agreements rather than procedural reservation clauses that courts routinely find inapplicable to voluntary commercial transactions.
This is exactly the kind of practical insight I was hoping for. As someone new to secured transactions, I've been seeing UCC 1-308 mentioned in various online forums and was curious if it had real applications. Your explanation about how security interests actually function - through priority rules, perfection, and Article 9 remedies - makes it clear why a general reservation clause wouldn't impact those mechanisms. I appreciate you emphasizing the importance of focusing on substantive agreement terms and filing accuracy rather than getting distracted by procedural workarounds that don't address the core legal framework.
Update: Finally got this resolved! Turns out the LLC had filed a trade name registration that was showing up in searches but wasn't their actual legal name. The UCC definition of person covered them fine as an LLC, but we needed to use their registered legal name from the articles, not the trade name. Thanks everyone for the help - got the filing accepted and the lender is happy.
Nice work tracking that down. Those trade name registrations can be really misleading when you're trying to identify the correct debtor name for UCC purposes.
Great thread! I'm new to UCC filings and this has been really educational. One question - when you're dealing with entities that might have multiple names (like trade names, DBAs, etc.), is there a systematic way to identify which name to use? Or is it always just a matter of checking the state's official records? Seems like there could be a lot of potential pitfalls for someone just starting out with secured transactions.
Welcome to the community! For UCC filings, always use the exact legal name as it appears in the entity's organizational documents filed with the state (articles of incorporation, articles of organization, etc.). Trade names, DBAs, and assumed names should never be used as the debtor name - those are just marketing names, not the legal entity name. The rule of thumb is: if the entity got sued, what name would appear on the court documents? That's your debtor name. Start by pulling the most recent certificate of good standing or articles from the Secretary of State - that's your gold standard. And yes, there are definitely pitfalls, but once you get the hang of always going back to the official state records, it becomes much more straightforward!
Emma Olsen
One more thing - make sure your collateral description hasn't changed either. If you've added equipment since 2020 you might need to amend that too, not just the debtor name.
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Emma Olsen
•Should be fine then, but double-check the original UCC-1 language to be sure. 'All equipment' is pretty broad.
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Lucas Lindsey
•Yeah as long as it says 'all equipment' or 'equipment now owned or hereafter acquired' you should be covered for new additions.
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Isaiah Cross
Had a similar situation in Tennessee a few months back. One thing that might help - when you pull that certificate of existence, also check if your registered agent info matches exactly on both the UCC-1 and your current corporate records. Tennessee sometimes flags mismatches there too, even if it's not obvious. Also, if you're working with a tight timeline and want to be extra careful, consider doing the amendment via their expedited processing for an extra fee. It's like $25 more but cuts the processing time in half. Better safe than sorry when you've got $480k in collateral on the line.
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