UCC Document Community

Update: ended up going with "all accounts, chattel paper, instruments, documents, general intangibles, payment intangibles, supporting obligations, and proceeds thereof" based on everyone's advice. Filed yesterday and got accepted in all three states. Thanks for the help sorting out the UCC accounts receivable definition mess!

This thread is incredibly helpful - I'm dealing with a similar issue right now with a debtor who has SaaS subscription revenue, professional services contracts, and equipment leasing income. The UCC accounts receivable definition gets murky when you're dealing with recurring subscription payments that might be considered executory contracts rather than traditional A/R. Has anyone run into issues where subscription revenue didn't qualify as "accounts" because the services haven't been fully performed yet? I'm wondering if I need to specifically include "contract rights" or if the general intangibles category would cover ongoing subscription obligations.

As someone who's been through this exact scenario in Florida, I'd definitely echo what others have said about using the exact debtor name from the original UCC-1. That comma issue you mentioned is a real concern - Florida's system is unforgiving about name variations. I'd also suggest checking if your borrower has changed their registered address since 2019, as you'll need the address info to match exactly too. One tip that's saved me time: before you pull that certified copy, try doing a quick UCC search first to see exactly how the current filing appears in the system. Sometimes there are small formatting differences between what you filed originally and how it shows up in their database. The $1 search fee is cheaper than ordering a full certified copy if you just need to verify the exact formatting.

One thing I haven't seen mentioned yet is timing - since your borrower paid off in Miami just last month, you're actually still well within the normal timeframe. Florida gives secured parties up to 20 days after payoff to file the termination, and many lenders take 30-60 days as standard practice. Don't let the borrower pressure you into rushing and making mistakes. That said, definitely prioritize getting this done right the first time. I'd also recommend sending the borrower a brief email explaining the process and timeline once you file - it helps manage their expectations about when they'll see the credit report updates. Nothing worse than a borrower calling every day asking why their credit still shows the lien two weeks after you filed the termination!

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.

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.

I deal with UCC filings regularly for my clients. The secured party (lender) has the legal right to file the UCC-1 and almost always does because they need to perfect their security interest to have priority over other creditors. Even if your loan agreement says you're responsible for filing, most lenders will still file it themselves and just charge you for the costs. They don't want to risk an unperfected lien due to borrower error or delay. Make sure you get a copy of the filed financing statement for your records.

As someone who just went through this process with a $150K equipment loan, I can confirm that my lender handled the UCC-1 filing completely. They explained that it's in their best interest to control the process since they need the lien properly perfected to secure their investment. The filing fee was just rolled into my closing costs, which seemed standard. What I found helpful was asking them to walk me through exactly what they were filing and when - they showed me the draft UCC-1 before filing so I could verify all the details were correct. For a $180K loan, your lender should definitely be handling this professionally. If they're being vague about who's responsible, I'd push for a clear answer in writing before closing.

Bottom line: 1-103.6 is real but it's not a 'get out of security agreement free' card. Focus on whether your specific terms are actually unconscionable or commercially unreasonable, not just whether the borrower can cite the statute. And make sure your paperwork is airtight because any technical issues just give them more ammunition.

Owen, I've been through this exact scenario multiple times. The borrower's attorney is likely fishing - 1-103.6 gets thrown around a lot but it has specific requirements that most standard security agreements don't trigger. The key question is whether your challenged clauses are genuinely unconscionable or just aggressive within normal commercial bounds. I'd recommend having your attorney do a line-by-line review of the specific provisions they're targeting, focusing on whether those terms are actually displaced by UCC provisions or if general contract principles could realistically apply. Also, double-check that your security agreement and UCC-1 have perfectly matching collateral descriptions - any discrepancies there could give their 1-103.6 argument more traction than it deserves. Most of these challenges are bluster, but you want to be prepared if this one has teeth.