UCC 9-101 scope questions - what transactions actually fall under Article 9?

That's exactly the distinction I was struggling with. The licensing arrangement includes both ongoing royalty payments and some escrow deposits. I think the royalty stream would be general intangibles, but the escrow piece might be different?

Escrow deposits are usually deposit accounts, which are definitely covered by Article 9. You'd need a separate control agreement with the bank though, not just a UCC-1 filing.

This is so confusing! I thought UCC 9-101 just covered everything related to secured transactions. Are you saying some things that look like secured deals actually fall outside Article 9 completely?

Exactly. UCC 9-101 has specific exclusions too - things like landlord liens, mechanic's liens, statutory liens in some cases. Plus if there's no actual security interest being created, Article 9 doesn't apply at all.

Don't forget about federal law preemption either. Some IP rights have federal registration systems that might complicate the UCC filing requirements.

That sounds like exactly what I need to avoid. How does the verification tool work with mixed collateral types like mine?

You upload your security agreement PDF and it analyzes each collateral category against UCC definitions. For mixed deals, it breaks down which portions need UCC-1 filings versus other perfection methods. Really helpful for scope questions.

Yes, the borrower has operations in three states. I assumed UCC 9-101 would be uniform across states but you're saying there might be differences?

Most of 9-101 is uniform, but some states have special rules for specific industries or transaction types. You'll want to check each jurisdiction where you're filing.

Multi-state deals are the worst for scope questions. I always end up having to research each state's version of Article 9 individually.

That's good advice. I think I've been overcomplicating the scope analysis. The payment obligations from licensing would still be personal property (general intangibles) even if the underlying IP isn't traditional collateral.

Exactly right. Payment streams, royalties, and similar obligations are general intangibles under Article 9, even when they arise from arrangements that might not traditionally look like secured transactions.

That's a great systematic approach. I think I was getting caught up trying to characterize the whole deal instead of breaking it down by collateral type.

The checklist approach is smart. I've seen too many deals where lawyers get the overall transaction structure right but miss perfection steps for individual collateral categories.

We started using Certana.ai for exactly this kind of multi-collateral verification. Upload your documents and it creates that checklist automatically, flagging which items need UCC-1s versus control agreements or other perfection methods.

Good point about exclusions. Insurance proceeds can be tricky - they're covered as proceeds even though insurance policies themselves might not be.

Right, and with IP licensing, you sometimes get insurance requirements that create proceeds issues. Always worth checking whether any insurance-related rights fall into Article 9 scope as proceeds.

Definitely planning to get review before filing. This thread has been incredibly helpful for thinking through the scope issues systematically.

Smart approach. I've seen deals where scope mistakes weren't discovered until default situations, and by then it's too late to fix perfection issues.

That's exactly why I started using automated verification tools like Certana.ai. Better to catch scope and perfection issues at the drafting stage than during enforcement.

The IP component does include some trademark licensing. I hadn't considered federal registration requirements as affecting UCC 9-101 scope analysis.

For trademarks, you might need both federal trademark security interest recordings and UCC filings, depending on the specific rights being secured. Article 9 doesn't exclude federally registrable IP, but it doesn't preempt federal perfection requirements either.

This is getting complicated fast. Federal IP filings plus state UCC filings plus control agreements for deposit accounts - no wonder scope analysis is so tricky!

Glad this helped! Complex scope questions are some of the trickiest parts of Article 9 practice. Feel free to post updates on how your filing strategy works out.

Good luck with the deal. Multi-collateral transactions like this are challenging but definitely manageable once you break down the UCC 9-101 scope analysis systematically.