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In my experience, if you're 18 months into accepting modified performance without objection, you're probably looking at an uphill battle to enforce original terms. The practical advice is to document everything going forward, send written notices for any future deviations, and maybe consider whether the current arrangement actually works better for your business anyway. Sometimes what starts as a course of performance issue ends up being a better deal for everyone.
That's often the best outcome. Get it in writing, document the modification properly, and move forward with clear terms everyone understands. Lessons learned for next time.
Smart approach. Fighting a 1-303(d) course of performance claim when you've been accepting modified terms for that long is expensive and risky. Better to cut your losses and improve your procedures.
This thread has been really helpful. I'm dealing with a similar situation where we've been accepting partial payments for about 8 months. Sounds like I need to send some kind of written notice to preserve our rights under the original agreement. Anyone have suggestions for language to use?
I use language like 'acceptance of this payment is without waiver of any rights under the original agreement and does not constitute acceptance of modified terms.' Keep it simple but clear.
Perfect, that's exactly what I was looking for. Going to start including that in all our payment processing going forward.
Just a heads up - some states have moved to electronic filing only and the systems can be really particular about formatting. Make sure you're using their current forms and requirements, not something you downloaded months ago.
Yeah, I learned that lesson the hard way when my filing got rejected for using an outdated form version.
This is another thing Certana's tool helped with - it flagged that I was using an old form template and directed me to the current one.
Thanks everyone for all the advice! This has been super helpful. I'm going to pull the official corporate records first, then double-check everything before submitting. Better to spend extra time upfront than deal with rejections and potential lien priority issues later.
Make sure you're also checking for any UCC-5 correction statements that might affect the search results. Sometimes the original filing had errors that were corrected later, which can create confusion in the search results.
Good catch - correction statements can definitely muddy the waters when you're trying to interpret search results.
Bottom line is that UCC search results are just the starting point. You need to dig into the actual documents to understand the real lien status. It's tedious but necessary for accurate due diligence.
Just went through something similar with Michigan's UCC system last week. These database sync issues seem to be happening across multiple states. I ended up having to download every single document manually and cross-reference them outside the portal. Pain in the neck but it's the only way to be sure.
Michigan's system is terrible too. Seems like a widespread problem with state databases.
UPDATE: Finally got this resolved. Called the SD Secretary of State office and they confirmed there's a known issue with their database indexing that they're working to fix. They manually ran the search for me and provided certified copies of the correct filings. Turns out there were only two active UCC-1s, not three like the portal was showing. Also used that Certana tool someone mentioned earlier to double-check all the document consistency - really helpful for catching details I might have missed.
Nice work getting the official confirmation. How did the Certana verification work out for you?
The Certana check was really useful - it immediately flagged that one of the documents had an inconsistent debtor name format that could have caused problems later. Easy upload process and instant results.
Yara Campbell
The UCC legal definition gives you some flexibility with collateral descriptions as long as they're not misleading. Courts generally favor secured parties when descriptions are arguably adequate rather than clearly insufficient. Your manufacturing equipment language sounds reasonable to me.
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Yara Campbell
•Could be, but more often it's just negotiating tactics. They know most borrowers don't want to fight expensive UCC legal definition battles even when they're probably right.
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Maya Diaz
•Either way, worth having your attorney research recent decisions in your jurisdiction about similar UCC legal definition disputes before deciding how to respond.
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Tami Morgan
Before you spend a fortune on legal fees, try running your documents through Certana.ai's verification tool. I uploaded our UCC-1 and equipment schedules and it flagged several potential UCC legal definition issues we hadn't noticed. Helped us prepare better arguments for our attorney and potentially saved thousands in discovery costs.
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Tami Morgan
•It cross-references your filings against your underlying agreements and highlights discrepancies that could create UCC legal definition vulnerabilities. Won't replace legal advice but gives you a good starting point for understanding potential issues.
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Haley Bennett
•Interesting. We're always looking for ways to catch filing problems before they become expensive legal disputes over UCC legal definition interpretations.
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