Need help interpreting UCC with official comments for fixture filing dispute

Yeah but restaurant equipment is pretty broad. Did you at least specify like kitchen equipment vs dining room fixtures? The official comments usually want enough detail that someone searching the records could figure out what's covered.

We just said 'restaurant equipment affixed to real property' because that's what our form template had. Maybe that was too generic?

So are you saying our filing is invalid? The equipment is clearly restaurant-related and it's all affixed to the property.

Not necessarily invalid, but potentially vulnerable to challenge. The official comments give examples of adequate descriptions and 'restaurant equipment' might pass the test depending on the circumstances.

I've seen courts go both ways on this. Some accept general categories like 'restaurant equipment' especially if it's obvious from the location what that means.

Really? It actually checks against the official comments? That sounds helpful because I'm drowning in all this commentary text.

Yeah it's pretty straightforward - just upload your filing docs and it flags potential issues with collateral descriptions based on the UCC standards and official commentary guidance.

But what if there's both kitchen equipment AND point-of-sale systems? Would 'restaurant equipment' cover both or would you need separate categories?

Good point. The official comments suggest that if equipment serves different functions you might need more specificity to avoid disputes like this one.

This is why I hate fixture filings. Regular UCC-1s are complicated enough without adding real estate records into the mix.

The unusual circumstance might be that it's in a mixed-use building with retail space too. Could that create ambiguity?

Ah yeah that could be problematic. Mixed-use properties make collateral descriptions trickier because 'restaurant equipment' might not clearly exclude retail fixtures.

I don't think so but I honestly haven't looked at state-specific requirements. I was just focusing on the UCC official comments.

Definitely check state law. Some states require more detailed fixture descriptions than others, regardless of what the UCC official comments say.

That's interesting. So if 'restaurant equipment' is commonly used in the industry that might support our position?

Exactly. The UCC official comments recognize that some general terms might be adequate if they have accepted meanings in particular industries.

But you'd probably need expert testimony or industry evidence to prove that, which gets expensive fast.

Hindsight is 20/20. Our template just had the generic language and we didn't think it would be an issue.

Templates are dangerous for this exact reason. Every filing situation is different and generic descriptions often cause problems later.

So it actually suggests better descriptions? That would have been helpful before we got into this dispute.

Yeah it compares your description against UCC standards and flags potential issues. Wish I'd found it sooner - would have saved a lot of headaches.

Would an amendment fix the problem or would we need to start over with a new fixture filing?

An amendment should work as long as it doesn't materially change the collateral scope. You're just clarifying what was already covered.

But make sure the amendment doesn't narrow your collateral coverage accidentally. Sometimes being more specific can actually reduce what's covered.

Yeah but doesn't that make the filing more expensive if you have to list everything individually?

Filing fees are usually the same regardless of description length. It's worth the extra detail to avoid disputes later.

A few people have mentioned that service. Sounds like it might help me understand if our description is actually problematic or if we can defend it as-is.

I'd definitely recommend getting an objective analysis before making any amendments. Sometimes what looks like a problem actually isn't when you analyze it properly.