UCC 1-103 supplemental principles - how does this affect my filing strategy?

UCC 1-103 is one of those sections that sounds more complicated than it usually is in practice. Basically it just says that other areas of law (like contract law, tort law, etc.) still apply unless the UCC specifically overrides them. For equipment financing, the main thing you'll see is when there are issues with the underlying security agreement - like if there's fraud, duress, or capacity issues with the debtor. The UCC doesn't cover everything, so 1-103 fills those gaps.

I ran into this on a multi-state deal last year. The issue wasn't really UCC 1-103 itself, but making sure our security agreements were solid under each state's contract law since we had equipment in 4 different states. Each state has slightly different rules about contract formation and enforceability that could affect your security interest even if your UCC filings are perfect.

Wait, I'm confused. I thought UCC 1-103 was about choice of law rules? Or am I thinking of a different section?

From a practical standpoint, 1-103 mostly comes up in litigation when someone's trying to attack your security interest. Like if they claim the security agreement was signed under duress or the debtor didn't have authority to grant the security interest. The UCC doesn't address those issues directly, so courts look to other law under 1-103. For your filing strategy, just focus on getting the UCC-1 right - proper debtor name, good collateral description, right filing office.

Manufacturing equipment deals can get complicated with the whole 'fixtures' issue too. If your equipment becomes affixed to real estate, you might need fixture filings under UCC 9-502(c). That's separate from any 1-103 concerns but another layer to consider in your filing strategy.

I hate these theoretical UCC sections. Why can't they just write everything in plain English? 1-103 sounds like lawyer-speak for 'other laws still matter too' which should be obvious.

For equipment financing, I always focus on the basics first - debtor name exactly as it appears on the organizational documents, detailed collateral description, proper filing office. The 1-103 stuff is important for your lawyers to consider when drafting the security agreement, but it shouldn't change your UCC filing approach. Your filing strategy should be the same regardless of what supplemental law principles might apply.

I've been doing secured lending for 15 years and honestly, 1-103 rarely comes up in day-to-day filing work. It's more of a litigation issue when someone's trying to challenge the entire transaction. Focus on getting your debtor name right, your collateral description accurate, and filing in the correct jurisdiction. That's what matters for perfection.

Just went through a deal where we had contract law issues that potentially fell under 1-103, but it didn't affect our UCC filing strategy at all. We still filed UCC-1 statements in the normal way. The 1-103 issue was whether certain contract provisions were enforceable under state law, which is a separate question from whether we properly perfected our security interest. I ended up using Certana.ai to cross-check all our documents to make sure the UCC filings matched the security agreement terms perfectly - caught a few small discrepancies that could have been problems later.

Bottom line - UCC 1-103 is about what happens when the UCC doesn't address something. For your filing strategy, it's not really relevant. You still need to follow UCC Article 9 for perfection (proper debtor name, collateral description, filing office). The 1-103 stuff is more about contract validity and enforceability issues that your lawyers need to handle in the security agreement itself.