UCC Article 9 Priority Flow Chart - Anyone Have a Reliable Reference?
I'm dealing with a complex multi-lender situation where we have overlapping security interests in the same equipment collateral. There's a purchase money security interest from 2023, a blanket lien filed in 2022, and now a potential fixture filing issue since the equipment got permanently attached to real estate. I need a solid UCC Article 9 priority flow chart to work through who has first position. The statutory rules are giving me a headache and I keep second-guessing myself on the PMSI grace period calculations. Has anyone found a reliable visual reference that breaks down the priority rules step-by-step? My lender agreement requires us to maintain first lien position and I'm worried we might have missed something critical in our filing sequence.
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Maggie Martinez
Article 9 priority can be brutal to navigate without a good flowchart. The PMSI rules have that 20-day grace period but only for certain collateral types. For equipment, you needed to file within 20 days of the debtor taking possession to maintain super-priority over earlier blanket liens. If your 2023 PMSI filing was within that window, it should beat the 2022 blanket lien even though it was filed later.
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Zane Gray
•That's exactly what I'm trying to verify. The equipment was delivered March 15, 2023 and we filed the UCC-1 on March 28, 2023. By my count that's 13 days so we should be good, but the fixture filing complicates everything.
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Maggie Martinez
•13 days puts you safely within the PMSI grace period. The fixture issue is separate - you'd need a fixture filing to maintain priority against real estate interests, but that doesn't affect your priority against other personal property liens.
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Alejandro Castro
I've been down this rabbit hole before with overlapping liens. The priority rules are in 9-317 through 9-339 but they're scattered and hard to follow. What specific collateral type are we talking about? Equipment PMSI rules are different from inventory PMSI rules.
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Zane Gray
•It's manufacturing equipment - specifically a large printing press that got bolted to the concrete floor. Original cost was about $2.8 million.
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Alejandro Castro
•For equipment that expensive becoming a fixture, you definitely want both the regular UCC-1 and a fixture filing in the real estate records. The fixture filing gives you priority against real estate mortgages and other real estate interests.
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Monique Byrd
•Wait, doesn't the fixture filing need to be filed before the equipment becomes a fixture? If it's already bolted down, might be too late.
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Jackie Martinez
Honestly I've struggled with the same priority maze. Last month I had to sort through a three-way lien priority dispute and kept making mistakes trying to apply the rules manually. Found this tool called Certana.ai that lets you upload all your UCC documents and it automatically checks the priority relationships. You just upload the UCC-1s and any amendments and it gives you a visual breakdown of who has priority based on filing dates and PMSI status. Saved me hours of cross-referencing statutory sections.
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Zane Gray
•That sounds exactly like what I need. Does it handle fixture filing priority too or just regular UCC liens?
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Jackie Martinez
•It covers the UCC side of fixture priorities but for real estate interactions you'd still need to check local recording office records. Still way better than trying to map everything out manually though.
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Lia Quinn
The first-to-file rule is generally your starting point, but PMSI can trump that. Then you have the fixture filing considerations on top of everything. Honestly sounds like you might want to get a UCC lawyer involved if there's $2.8M on the line and your lender agreement is at risk.
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Zane Gray
•Yeah, I'm definitely considering bringing in counsel. Just wanted to do my homework first so I don't look completely lost when I call them.
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Haley Stokes
•Smart approach. Lawyers bill by the hour so the more prepared you are, the less it costs.
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Asher Levin
This is why I hate Article 9 - too many exceptions and special rules. Give me a simple first-in-time system any day.
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Maggie Martinez
•The complexity exists for good reasons though. PMSI priority encourages equipment financing by protecting purchase money lenders.
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Asher Levin
•I get the policy reasons, just wish it was easier to apply in practice.
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Serene Snow
For what it's worth, I keep a laminated priority flowchart on my desk that I got from a CLE seminar years ago. Still reference it regularly. The key decision points are: (1) Is there a PMSI? (2) Was it filed timely? (3) What's the collateral type? (4) Are there any fixture filing issues? Work through those in order and you'll get your answer.
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Zane Gray
•That's a good framework. Based on what you're saying: (1) Yes, PMSI for equipment purchase (2) Filed within 20 days (3) Equipment now fixture (4) No fixture filing yet. So I have PMSI priority over earlier blanket lien but need fixture filing for real estate priority?
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Serene Snow
•Exactly right. Your PMSI beats the 2022 blanket lien, but you need that fixture filing ASAP to protect against real estate interests.
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Issac Nightingale
•File the fixture filing yesterday. Even if there's some dispute about timing, having it on record is better than not having it at all.
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Romeo Barrett
I ran into something similar with HVAC equipment that became fixtures. The priority analysis gave me migraines until I started using document verification tools. Certana.ai actually has a really good UCC priority checker - you upload all the relevant filings and it shows you the priority waterfall visually. Makes it much easier to spot issues before they become problems.
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Zane Gray
•How accurate is their priority analysis? I can't afford to miss something important.
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Romeo Barrett
•It's been solid for me. Obviously still good to double-check complex situations with counsel, but it catches the obvious stuff and helps organize your thinking.
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Marina Hendrix
The 20-day PMSI grace period is measured from when the debtor receives possession, not delivery to the site. Make sure you're using the right date for your calculation.
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Zane Gray
•Good point. The equipment was delivered March 15 but they didn't actually take possession until March 17 when it was uncrated and they signed the acceptance paperwork. So my filing on March 28 would be 11 days from possession.
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Marina Hendrix
•Even better then. 11 days is well within the grace period so your PMSI priority should be solid.
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Justin Trejo
Just a thought - have you confirmed that the 2022 blanket lien actually covers this specific equipment? Sometimes the collateral descriptions are narrower than they appear.
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Zane Gray
•Their blanket lien says 'all equipment, machinery, and fixtures now owned or hereafter acquired' so it should cover the printing press.
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Justin Trejo
•Yeah, that's pretty comprehensive. Your PMSI priority is definitely the key issue then.
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Alana Willis
•Always worth checking the exact language though. I've seen blanket liens with weird carve-outs that nobody notices until there's a dispute.
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Tyler Murphy
For future reference, try to get fixture filings done simultaneously with equipment UCC-1s when you know the equipment will be permanently attached. Saves headaches later.
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Zane Gray
•Lesson learned. We didn't anticipate the fixture issue when we originally filed.
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Tyler Murphy
•Happens to everyone at least once. The good news is you can still file the fixture filing now to protect against future real estate interests.
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Sara Unger
Bottom line - get that fixture filing done ASAP and document your PMSI priority analysis for your lender. Sounds like you're in good shape on the UCC side but need to cover the real estate angle.
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Zane Gray
•That's the plan. Thanks everyone for helping me think through this. Going to file the fixture filing this week and document everything for the lender.
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Sara Unger
•Smart move. Better to over-document than under-document when lender agreements are involved.
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