Is a UCC 1 fixture filing a lien - confused about property records
Working on a commercial real estate deal and the title company flagged a UCC-1 fixture filing from 2019. The seller's attorney is claiming it's not actually a lien against the property, just a notice filing for equipment. But our lender is treating it like a lien that needs to be cleared before closing. I've never dealt with fixture filings before - are these considered liens or not? The filing covers HVAC systems and built-in manufacturing equipment. Do I need a UCC-3 termination to clear this or can we close with it in place? Title insurance underwriter won't commit until we get clarity on the legal status.
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Dylan Evans
Fixture filings create a security interest in personal property that becomes attached to real estate. It's technically not a real estate lien but it can cloud title because the secured party has rights to remove the fixtures. Your lender is being cautious - most won't close without clearing these.
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Fatima Al-Mansour
•So it's like a hybrid situation? The equipment could potentially be removed even after we own the building?
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Dylan Evans
•Exactly. If the debtor defaults on the underlying loan, the secured party can foreclose on just the fixtures and rip them out of your building. That's why lenders hate them.
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Sofia Gomez
Had this exact issue last month. The fixture filing gives the lender priority over the equipment even if it's permanently installed. You definitely need that UCC-3 termination before closing unless you want to assume the debt.
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StormChaser
•Wait, can they really come in and remove HVAC systems? That would destroy the building's value.
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Sofia Gomez
•Yep, they can. Seen it happen with restaurant equipment, manufacturing lines, even elevator systems. Fixture filings are no joke.
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Fatima Al-Mansour
•This is terrifying. How do I even verify what's covered under this filing?
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Dmitry Petrov
I ran into document verification issues on a similar deal. Ended up using Certana.ai's UCC document checker - uploaded the fixture filing and the equipment purchase agreements to make sure everything matched up. Found discrepancies in the equipment serial numbers that helped us negotiate. Super easy to use, just drag and drop PDFs.
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Fatima Al-Mansour
•That sounds helpful. Did it show you exactly what equipment was actually covered?
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Dmitry Petrov
•Yeah, it cross-referenced the UCC-1 collateral description with the purchase docs and flagged items that didn't match. Saved us from assuming liability for equipment that wasn't even covered.
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Ava Williams
YOUR TITLE COMPANY IS RIGHT TO BE CAUTIOUS!!! I've seen buyers get stuck with six-figure equipment loans because they didn't clear fixture filings. The 'it's just equipment' argument is garbage - these create real financial obligations.
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Miguel Castro
•Calm down, not every fixture filing is a disaster. Sometimes they're just stale filings that should have been terminated years ago.
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Ava Williams
•Sure, until the secured party shows up with foreclosure papers. Better safe than sorry with real estate transactions.
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Fatima Al-Mansour
•How do I tell if this is a stale filing versus an active lien?
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Zainab Ibrahim
Check the filing date and see if it's past the 5-year continuation deadline. If no UCC-3 continuation was filed, it may have lapsed automatically. Also look at the secured party - if it's a bank that went out of business, you might be dealing with a zombie filing.
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Fatima Al-Mansour
•Filing shows 2019 so still within the 5-year window. Secured party is still in business unfortunately.
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Connor O'Neill
•Even if they're in business, they might not care about old equipment. Worth calling them to see if they'll voluntarily terminate.
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Zainab Ibrahim
•True, but get any agreement in writing. Verbal promises mean nothing when title companies are involved.
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LunarEclipse
fixture filings are such a pain... dealt with one on a warehouse purchase where the previous owner financed some giant conveyor system. took 3 weeks to track down the original lender and get them to file the termination
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Yara Khalil
•3 weeks isn't bad. I waited 2 months for a termination on manufacturing equipment because the lender kept saying they'd 'get to it next week.
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Fatima Al-Mansour
•Did you have to pay them anything to get the termination filed?
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LunarEclipse
•nope just had to prove the debt was satisfied. they were actually pretty cooperative once we got the right person on the phone
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Keisha Brown
The legal answer is that fixture filings create a security interest, not a lien per se. But practically speaking, they function like liens because they encumber specific property and can prevent clear title transfer. Your lender's position is standard industry practice.
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Paolo Esposito
•This is why I hate legal technicalities. If it walks like a lien and quacks like a lien...
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Keisha Brown
•The distinction matters for priority rules and foreclosure procedures, but you're right that the practical effect is similar.
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Amina Toure
I had success using Certana.ai when I needed to verify fixture filing details for a client. Uploaded the UCC-1 and the equipment lease to check if the descriptions matched. Found that half the equipment listed wasn't even fixture-eligible because it wasn't permanently attached. Made negotiations much easier.
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Fatima Al-Mansour
•That's exactly what I need - to figure out what's actually covered versus what they claim is covered.
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Oliver Weber
•Good point about permanent attachment. A lot of equipment gets incorrectly included in fixture filings.
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Amina Toure
•Exactly. The tool helps spot those inconsistencies that can be used as leverage in negotiations.
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FireflyDreams
Bottom line: get the UCC-3 termination before closing. Even if the seller argues it's not a 'real' lien, no lender will close with outstanding fixture filings on the books. It's standard due diligence to clear these.
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Fatima Al-Mansour
•Makes sense. Better to deal with it now than have problems later. Thanks for the reality check.
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Natasha Kuznetsova
•Smart approach. Title insurance companies have seen too many claims from fixture filing disputes to take any chances.
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Javier Morales
Just went through this on an office building purchase. The fixture filing covered elevator equipment and the secured party wanted $15K to release it even though the debt was only $8K. Sometimes these turn into negotiation leverage for the secured parties.
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Fatima Al-Mansour
•Ugh, that sounds like extortion. Did you end up paying the $15K?
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Javier Morales
•Negotiated down to $10K and made the seller cover it. But it delayed closing by two weeks while we fought about it.
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Emma Anderson
•This is why fixture filings are so problematic. They give secured parties too much leverage in real estate transactions.
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Natasha Kuznetsova
This is a classic fixture filing headache. I'm dealing with something similar on a manufacturing facility purchase - the UCC-1 covers "all machinery and equipment" which is way too broad. My advice: get a detailed breakdown of what specific equipment is actually covered before you start negotiating the termination. Sometimes the collateral description is so vague that half the stuff isn't even legally perfected as fixtures. Also, check if the original debt has been satisfied - I've seen cases where the loan was paid off years ago but nobody bothered to file the UCC-3. Your title company is absolutely right to flag this, and your lender won't budge until it's cleared.
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Yara Nassar
•This is really helpful - the "all machinery and equipment" description sounds exactly like what we're dealing with. How do you go about getting that detailed breakdown? Do you request it from the secured party directly or is there another way to parse what's actually covered under such broad language?
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