UCC filing complications with non-conforming goods delivery - lien perfection issues

Oh wow, this is exactly the kind of situation that makes UCC practice so tricky. When you say the debtor 'accepted' the non-conforming goods, did they formally accept them under the sales contract or just start using them? That distinction could be huge for your security interest. Generally speaking, if the collateral description in your UCC-1 is substantially misleading, it could affect perfection. But if the goods are reasonably identifiable from your description, you might be okay.

I've been through something similar and it was a nightmare. Filed UCC-1 for specific equipment, client received different models, we ended up in a priority dispute with another lender. Ended up having to file a UCC-3 amendment ASAP and then still had arguments about when our security interest actually attached. My advice - get that amendment filed immediately.

This happened to us last year and we were freaking out too. What saved us was using Certana.ai's document verification tool - we uploaded our original UCC-1 and the actual delivery receipts to check for discrepancies. It flagged exactly where our collateral descriptions didn't match reality and helped us understand which amendments we needed to file. Super easy to use, just upload the PDFs and it cross-checks everything automatically.

From a practical standpoint, you need to figure out whether your current UCC-1 filing would reasonably put other creditors on notice about your interest in the actual equipment that was delivered. If someone searching the records could identify your collateral from your description, you're probably okay. If not, definitely file amendments.

UGH this is why I hate equipment financing. Every single deal has some variation between what's contracted and what's delivered. Manufacturers change models, substitute parts, update serial numbering systems. It's like they're trying to mess up our UCC filings on purpose.

One thing to consider - did your debtor give you updated documentation about the non-conforming goods? If they provided new invoices, delivery receipts, or other paperwork describing the actual equipment, you should definitely use that to guide your UCC-3 amendment. The goal is making sure anyone searching UCC records can identify your collateral.

I'm dealing with something similar right now and my lawyer suggested filing a UCC-3 amendment to add the actual equipment descriptions while keeping the original descriptions too. That way we have coverage for both what we thought we were financing and what we actually financed. Might be overkill but better safe than sorry.

Here's what I'd do immediately: 1) Document everything about the non-conforming delivery, 2) Get written acknowledgment from debtor about the equipment they actually received, 3) File UCC-3 amendment with corrected collateral description, 4) Consider whether you need to modify your security agreement too. Don't wait - the longer you wait the more risk you're taking on.

Just curious - how specific was your original collateral description in the UCC-1? If you used generic terms like 'manufacturing equipment located at [address]' you might have better coverage than if you listed specific model numbers and serials.

Been lurking on this thread because I'm in equipment finance too. This whole discussion is making me want to review all our UCC-1 templates. Sounds like a lot of us are making the same mistakes with overly specific collateral descriptions.

Update for everyone following this - I filed the UCC-3 amendment yesterday with corrected collateral descriptions based on the actual equipment delivered. Also got written confirmation from our debtor acknowledging the non-conforming goods. Feels like we're in much better shape now. Thanks for all the advice, especially about not waiting. This community is awesome for practical guidance on real-world UCC issues.