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Your supposed to reserve your rights whenever signing a contract....when you sign a ticket with this you turn it in to a contract very powerful
I think there might be some confusion here about what UCC 1-308 actually does. As discussed throughout this thread, it's specifically about performing under a contract while reserving certain rights, not a general requirement to "reserve rights whenever signing." It doesn't turn tickets into contracts - contracts are formed based on offer, acceptance, and consideration regardless of UCC 1-308 notations. The provision is legitimate but much more limited in scope than what you're describing. In commercial lending contexts like we're discussing here, it's really about contract performance under protest rather than some kind of universal signing protection.
As a newcomer to this community, I found this entire discussion extremely helpful! I work in commercial finance and have been confused about UCC 1-308 for a while now. The distinction everyone has made between Article 1 general provisions and Article 9 secured transaction rules really clarifies things. It sounds like the key takeaway is that UCC 1-308 is about contract performance under protest, not about escaping secured transaction obligations or affecting UCC-1 filing validity. The practical advice about documenting these situations and treating them as potential red flags for difficult borrower relationships is valuable. I'm curious though - for those who've dealt with this regularly, do you find that borrowers who invoke UCC 1-308 are more likely to have payment issues or defaults later on? Or is it usually just a one-time notation that doesn't predict future behavior?
Great question, Aisha! From my experience in asset-based lending, I haven't seen a strong correlation between UCC 1-308 usage and actual payment problems. Most of the time it's either overly cautious counsel adding boilerplate language or borrowers who read something online but don't really understand what they're doing. The ones who tend to have issues later are usually the borrowers who are genuinely adversarial about the transaction terms from the start - but that shows up in other ways beyond just the 1-308 notation. I'd say it's more of a "keep an eye on this relationship" flag rather than a predictor of default. The documentation advice from earlier in this thread is spot on though - definitely worth noting what specific rights they claim to be reserving.
Bottom line: official comments are helpful for understanding legislative intent but they're not controlling law. If your priority is clear under 9-322, focus on that.
Thanks everyone. I feel much more confident now that the statutory analysis is the right approach here.
Good luck with the case. Sounds like you have a solid position.
I've handled several similar priority disputes and can confirm that official comments are persuasive but not binding authority. Courts consistently treat them as interpretive guidance rather than statutory law. The key thing to remember is that UCC Article 9 was designed to create certainty in commercial transactions - if comments could override clear statutory language, it would undermine that predictability. Your March 2024 filing should have clear priority if the 2023 filing actually lapsed. I'd suggest pulling the complete filing history from the Secretary of State to document the lapse timeline clearly. The opposing counsel's reliance on comments about "knowledge" and "reasonable reliance" sounds like they're trying to import common law concepts that don't really apply to the UCC's notice filing system.
This is really helpful perspective! I'm relatively new to secured transactions work and wasn't sure how much weight to give the official comments. Your point about the UCC being designed for certainty makes total sense - if comments could create exceptions not in the statutory text, it would defeat the purpose of having a predictable filing system. I'll definitely pull that complete filing history you mentioned to document the timeline clearly. Thanks for the practical advice!
I just want to follow up on this thread because I think I figured out my problem. I was searching in the wrong section of the website. There's a difference between the 'Business Entity Search' and the 'UCC Search'. I was using the business entity search which is why I couldn't find my UCC filings. Once I switched to the actual UCC search section, I found most of my filings. Still having trouble with a couple but at least now I know I'm looking in the right place. Thanks everyone for the help!
Glad you got it sorted out! That's a common mistake. The UCC search is in a completely different section than the business entity records.
Great! Now that you've found your filings, make sure to check those lapse dates and set up a system to track continuation deadlines. That's just as important as finding the filings in the first place.
I'm dealing with a similar situation right now and this thread has been incredibly helpful! I've been using the Florida UCC search system for a few months but I keep running into issues with name variations. One thing I discovered is that if you're searching for a business that might have changed names or merged with another entity, you might need to search under the old name too. The UCC filing stays under whatever name was used when it was originally filed, even if the business has since changed its legal name. Also, for anyone still struggling with the search - I found that removing all punctuation (commas, periods, apostrophes) from the debtor name sometimes helps. The system can be really picky about special characters.
That's a really great point about business name changes! I hadn't thought about that scenario. We've had a few clients who went through mergers and acquisitions during the life of their loans, and I bet some of their UCC filings are still under the old entity names. Do you know if there's a way to link the old and new business names in the search system, or do you literally have to know the historical names and search each one separately?
One more thing about Oklahoma UCC filing fees - make sure you account for potential continuation costs in your loan documentation. That $10 every 5 years might seem small now but if you have hundreds of active filings it adds up. I include a line item for UCC maintenance costs in all my term sheets now.
This is especially important for equipment financing deals with longer terms. A 7-year equipment loan will definitely need at least one continuation filing.
Thanks for bringing up this topic! As someone new to UCC filings, I'm curious about the timeline for these Oklahoma filings. How long does it typically take to get confirmation after you submit online? And if there is a rejection, how quickly do they notify you? Trying to plan out timing for a deal where we'll need the UCC filing completed before closing.
Oklahoma's online UCC system is pretty fast - you usually get confirmation within minutes for accepted filings. If there's a rejection, they typically notify you within a few hours, sometimes same day. For deal timing, I'd recommend submitting at least 2-3 business days before your closing just to be safe in case you need to file a correction. The system does give you an immediate receipt with a temporary file number that some title companies will accept as proof of filing pending the official confirmation.
Natasha Orlova
One last thing about continuation definition - in most states, the continuation becomes effective immediately when filed (assuming it's within the proper window), but the extended 5-year period doesn't start until the original expiration date. So if you file 6 months early, you still get the full additional 5 years from the original expiration, not from when you filed the continuation.
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Anastasia Kuznetsov
•That's really helpful to know! I was worried that filing early might somehow reduce the extension period. So just to make sure I have this right - if my UCC-1 expires June 15, 2025, I can file the continuation anytime between December 15, 2024 and June 15, 2025, and either way it extends the filing until June 15, 2030?
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Gemma Andrews
•Exactly right! You've got it perfectly. Filing anywhere in that 6-month window gives you the full extension to June 15, 2030. I just went through this process myself and was initially confused about the same thing. The UCC system is actually pretty fair in this regard - they don't penalize you for being proactive with your filings.
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Diego Rojas
Thanks everyone for all this detailed info! This has been incredibly helpful in understanding what a UCC-3 continuation actually is and when I need to file it. I feel much more confident now about the process. Since my original filing was in late 2020, it sounds like I need to start planning for a continuation filing sometime between late 2024 and mid-2025. I'm definitely going to check my loan documents first to see if our lender has any specific requirements, and then I'll probably file it as soon as the 6-month window opens to avoid any chance of missing the deadline. The distinction between continuation vs amendment was particularly confusing me, but now I understand it's just about extending the time period, not changing any of the underlying information. Really appreciate this community!
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Anita George
•Welcome to the community, Diego! Great to see you jumping in and engaging with these discussions. UCC filings can definitely be overwhelming at first, but this thread shows how helpful the community can be in breaking down complex topics. Your plan to check loan docs first and file early in the window sounds very sensible. Don't hesitate to ask if you run into any specific issues when you get to the actual filing process - there are lots of experienced folks here who are happy to help troubleshoot!
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Jasmine Quinn
•This thread has been a goldmine of practical information! As someone new to UCC filings, I really appreciate how everyone broke down the continuation process step by step. The distinction between continuation and amendment was something I was struggling with too. One question - for those who mentioned using tracking tools like Certana.ai, do you find the automated alerts reliable enough to depend on entirely, or do you still maintain your own backup reminder systems? I'm thinking about setting up multiple layers of reminders since missing these deadlines seems so catastrophic for your security position.
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