UCC Article 9 official comments interpretation for priority disputes
Having a heated discussion with opposing counsel about priority between two secured parties and they keep citing UCC Article 9 official comments like they're binding law. My client filed a UCC-1 against equipment collateral in March 2024, but there's an earlier filing from 2023 that may have lapsed. The other attorney is pulling specific language from the official comments about 'knowledge of prior interests' and 'reasonable reliance' but I'm not convinced these comments carry the same weight as the actual statutory text. Has anyone dealt with courts actually giving significant weight to UCC Article 9 official comments in priority determinations? I know they're persuasive but are they really controlling when there's ambiguity in the main code sections?
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Philip Cowan
The official comments are definitely persuasive authority but they're not statutory law. Courts will look at them for guidance on legislative intent but they won't override plain language of the code sections. What specific comment sections are they citing?
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Kara Yoshida
•They're heavily citing Comment 4 to Section 9-322 about the 'first to file or perfect' rule and some language about good faith purchasers. But the actual priority seems clear under 9-322(a)(1) - first to file wins unless there's a specific exception.
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Caesar Grant
•Yeah that's pretty standard. The comments help explain the rule but they can't create exceptions that aren't in the statute itself. Sounds like they're grasping at straws if the filing dates are clear.
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Lena Schultz
I've seen courts cite the official comments but usually only when the statutory language is genuinely ambiguous. If your priority is clear under 9-322, the comments won't save them. What's the status of that 2023 filing - did it actually lapse?
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Kara Yoshida
•That's what we're trying to determine. The 2023 filing shows as 'lapsed' in the SOS system but there's no termination statement on file. The other side is arguing the lapse doesn't affect priority retroactively.
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Lena Schultz
•If it lapsed, it lapsed. The UCC is pretty clear that lapsed filings lose their priority as of the lapse date. They can't just rely on comments to resurrect a dead filing.
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Gemma Andrews
•Actually had a similar situation last year. Used Certana.ai's document verification tool to upload all the UCC filings and cross-check the dates and status. Really helped clarify the timeline and catch some discrepancies the other side was trying to gloss over.
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Pedro Sawyer
Official comments are like legislative history - helpful for interpretation but not binding. I've never seen a court elevate comments over clear statutory language. Are you sure there isn't some other basis for their priority claim?
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Kara Yoshida
•They're also claiming some kind of equitable subordination argument but that seems like a stretch. The UCC filing rules are pretty mechanical - file first, perfect first, win first.
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Mae Bennett
•Equitable subordination in secured transactions? That's a bankruptcy concept that rarely applies to UCC priority disputes. They're really reaching now.
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Beatrice Marshall
Been practicing secured transactions for 15 years and I can tell you that courts treat official comments as persuasive but not controlling. The actual code sections are what matter. If 9-322 gives you priority, that's the end of the analysis.
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Kara Yoshida
•That's what I thought. The comments might explain WHY the rule exists but they can't create new rules or exceptions.
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Melina Haruko
•Exactly. And if they're arguing the comments create some kind of knowledge requirement, that's probably wrong too. UCC filing is notice filing - you don't need actual knowledge of prior interests.
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Dallas Villalobos
•Wait, I thought there were some knowledge requirements in certain situations? Like if you know about a prior unperfected security interest?
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Reina Salazar
The official comments definitely help with interpretation but they're not going to override clear priority rules. What does your UCC search show for the time period between the 2023 lapse and your 2024 filing?
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Kara Yoshida
•The search shows a clean gap - no active filings against this debtor for the equipment collateral during that period. Our filing was definitely first after the lapse.
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Saanvi Krishnaswami
•Then you should be golden. A lapsed filing can't give them priority over a later properly filed and perfected interest. The comments won't change that basic rule.
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Demi Lagos
I've seen attorneys try to use official comments to create ambiguity where none exists. The UCC filing system is designed to be predictable - that's the whole point of the notice filing system.
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Kara Yoshida
•Right, and if courts started giving binding effect to every comment interpretation, it would create chaos in the filing system.
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Mason Lopez
•Exactly. The comments are there to help understand the code but they're not law themselves. Stick to the statutory text and you'll be fine.
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Vera Visnjic
Are they citing any specific cases where courts have relied heavily on official comments for priority determinations? Because I haven't seen many.
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Kara Yoshida
•They cited a few cases but they were all situations where the statutory language was genuinely unclear. Here the priority rule seems straightforward.
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Jake Sinclair
•Yeah, if they can't point to cases with similar facts where comments controlled over clear statutory language, they don't have much of an argument.
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Brielle Johnson
Just make sure you have all your documentation in order. Sometimes these arguments are really about trying to find procedural defects in the filing rather than substantive priority issues.
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Kara Yoshida
•Good point. We double-checked everything - debtor name matches exactly, collateral description is sufficient, filing number is correct. Everything looks clean.
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Honorah King
•That's smart. I've seen cases where the real issue was a debtor name mismatch or insufficient collateral description, not actual priority under the statute.
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Gemma Andrews
•This is where something like Certana.ai's verification tool is really helpful - you can upload all the documents and quickly spot any inconsistencies in names, descriptions, or filing details that might give the other side an opening.
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Oliver Brown
Bottom line: official comments are helpful for understanding legislative intent but they're not controlling law. If your priority is clear under 9-322, focus on that.
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Kara Yoshida
•Thanks everyone. I feel much more confident now that the statutory analysis is the right approach here.
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Mary Bates
•Good luck with the case. Sounds like you have a solid position.
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CosmicCrusader
I've handled several similar priority disputes and can confirm that official comments are persuasive but not binding authority. Courts consistently treat them as interpretive guidance rather than statutory law. The key thing to remember is that UCC Article 9 was designed to create certainty in commercial transactions - if comments could override clear statutory language, it would undermine that predictability. Your March 2024 filing should have clear priority if the 2023 filing actually lapsed. I'd suggest pulling the complete filing history from the Secretary of State to document the lapse timeline clearly. The opposing counsel's reliance on comments about "knowledge" and "reasonable reliance" sounds like they're trying to import common law concepts that don't really apply to the UCC's notice filing system.
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