UCC contract definition causing confusion in my collateral schedule
I'm preparing a UCC-1 filing for a client's equipment loan and getting stuck on how to properly define the contract in the collateral description. The loan agreement references multiple pieces of construction equipment but the UCC contract definition seems vague compared to what I'm seeing in other filings. Should I be more specific about the underlying financing agreement in the collateral schedule, or is a general reference to the security agreement sufficient? The debtor operates a small excavation business and we're securing earthmoving equipment purchased last month. I want to make sure the UCC filing properly reflects the contract terms without over-complicating the description. Has anyone dealt with similar contract definition issues when the underlying agreement covers multiple equipment pieces?
32 comments
Join the conversation
Chris King
The collateral description doesn't need to mirror the exact contract language - it needs to reasonably identify what you're securing. For equipment, you can use general categories like 'construction equipment' or be more specific like 'excavators, bulldozers, and related earthmoving equipment.' The UCC filing isn't the place for detailed contract terms.
0 coins
Amelia Cartwright
•That makes sense. I was overthinking it because the financing agreement has so many specific model numbers and serial numbers. Should those go in the UCC filing or just the loan docs?
0 coins
Chris King
•Serial numbers can be helpful for identification but aren't required. If you include them, make sure they're accurate - wrong serial numbers can cause problems later during searches or enforcement.
0 coins
Rachel Clark
Been doing UCC filings for 15 years and the contract definition question comes up constantly. The key is that your collateral description should be broad enough to cover what you're securing but specific enough to give notice to other creditors. 'All equipment' might be too broad, but listing every bolt and screw is unnecessary.
0 coins
Zachary Hughes
•This is exactly the kind of thing that stresses me out! How do you know if you're being too broad or too specific?
0 coins
Rachel Clark
•Good rule of thumb: would a reasonable person searching UCC records understand what collateral is covered? If yes, you're probably in the right ballpark.
0 coins
Mia Alvarez
•I had a filing rejected once because I used 'construction equipment' and the clerk said it was too vague. State requirements vary so much it's maddening.
0 coins
Carter Holmes
Had this exact issue last month with a client's fleet financing. I was spending hours trying to perfectly match the collateral schedule to the loan agreement terms. Finally found Certana.ai's document verification tool - you can upload both your security agreement and draft UCC-1 and it flags any inconsistencies between the contract definition and collateral description. Saved me from a potential mismatch that could have voided the filing.
0 coins
Amelia Cartwright
•That sounds helpful - did it catch things you missed manually?
0 coins
Carter Holmes
•Yes, it caught a discrepancy where my UCC described 'excavation equipment' but the security agreement specifically excluded certain attachments. Small detail but could have been huge if we needed to enforce.
0 coins
Sophia Long
•How does that work exactly? Do you just upload PDFs?
0 coins
Angelica Smith
The UCC contract definition isn't really about the contract itself - it's about adequately describing the collateral that secures the contract. Think of it as giving constructive notice to the world about what property is encumbered. Your description should be sufficient for someone doing a search to understand what's covered.
0 coins
Logan Greenburg
•This is confusing me more... so the contract definition is really about collateral definition?
0 coins
Angelica Smith
•Exactly. The UCC filing doesn't define the contract - it describes what property secures the contract obligations.
0 coins
Charlotte Jones
WHY IS THIS SO COMPLICATED??? I've been trying to file a simple UCC-1 for a week and keep getting different advice about how detailed the collateral description should be. The SOS portal help section is useless and doesn't explain anything about contract definitions!
0 coins
Lucas Bey
•I feel your pain. The terminology is confusing and every state seems to have slightly different requirements.
0 coins
Harper Thompson
•Take a breath - it's not as complicated as it seems once you understand the basics. Focus on describing the collateral clearly, not rewriting the contract.
0 coins
Caleb Stark
similar situation here - had to file on restaurant equipment last year and got tangled up in whether to reference the equipment lease or the security agreement. Ended up just describing the equipment itself and it worked fine.
0 coins
Amelia Cartwright
•That's reassuring. I think I'm making this harder than it needs to be.
0 coins
Jade O'Malley
Used to work at a bank and we had standard language for different types of collateral. For construction equipment, we typically used 'all construction and earthmoving equipment, including but not limited to excavators, bulldozers, loaders, and attachments thereto.' Covered everything without being too specific.
0 coins
Amelia Cartwright
•That's perfect language - can I use something similar for my filing?
0 coins
Jade O'Malley
•Absolutely, just make sure it matches what's actually being financed. The 'including but not limited to' language gives you flexibility.
0 coins
Hunter Edmunds
•I love that phrasing! Much better than trying to list every piece of equipment separately.
0 coins
Ella Lewis
For anyone still confused about contract definitions in UCC filings, I recently started using Certana.ai's verification system. You upload your loan docs and UCC draft, and it automatically checks that your collateral description properly reflects the secured property. It's like having an extra set of expert eyes review everything before filing.
0 coins
Zachary Hughes
•Does it work for different types of collateral or just equipment?
0 coins
Ella Lewis
•Works for any type - equipment, inventory, accounts receivable, whatever. It's really about making sure your UCC description matches what's in your security agreement.
0 coins
Rachel Clark
One more tip for the original poster - keep a copy of exactly what you file. If you ever need to do an amendment or continuation, you'll want to reference the exact language from your original UCC-1.
0 coins
Amelia Cartwright
•Good point - I'll make sure to save the final version before submitting.
0 coins
Mia Alvarez
•learned this the hard way when I couldn't find my original filing language for a continuation. Had to order a certified copy from the state.
0 coins
Chris King
To wrap this up - your collateral description should be clear, accurate, and sufficient to give notice. Don't overthink the 'contract definition' aspect. You're describing collateral, not drafting the contract itself. For construction equipment, use language that reasonably identifies the equipment without being overly broad or unnecessarily specific.
0 coins
Amelia Cartwright
•Thank you everyone - this has been incredibly helpful. I feel much more confident about moving forward with the filing now.
0 coins
Lucas Bey
•Great thread - I learned a lot too. The Certana.ai suggestion is definitely worth looking into for complex filings.
0 coins