Chapter 409

409.208 History History: 2001 a. 10; 2009 a. 322.

409.209 409.209 Duties of secured party if account debtor has been notified of assignment.

409.209(1) (1) Applicability of section. Except as otherwise provided in sub. (3), this section applies if:

409.209(1)(a) (a) There is no outstanding secured obligation; and

409.209(1)(b) (b) The secured party is not committed to make advances, incur obligations, or otherwise give value.

409.209(2) (2) Duties of secured party after receiving demand from debtor. Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under s. 409.406 (1) an authenticated record that releases the account debtor from any further obligation to the secured party.

409.209(3) (3) Inapplicability to sales. This section does not apply to an assignment constituting the sale of an account, chattel paper, or payment intangible.

409.209 History History: 2001 a. 10.

409.210 409.210 Request for accounting; request regarding list of collateral or statement of account.

409.210(1) (1) Definitions. In this section:

409.210(1)(a) (a) “Request” means a record of a type described in par. (b), (c), or (d).

409.210(1)(b) (b) “Request for an accounting” means a record authenticated by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request.

409.210(1)(c) (c) “Request regarding a list of collateral” means a record authenticated by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.

409.210(1)(d) (d) “Request regarding a statement of account” means a record authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.

409.210(2) (2) Duty to respond to requests. Subject to subs. (3) to (6), a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within 14 days after receipt:

409.210(2)(a) (a) In the case of a request for an accounting, by authenticating and sending to the debtor an accounting; and

409.210(2)(b) (b) In the case of a request regarding a list of collateral or a request regarding a statement of account, by authenticating and sending to the debtor an approval or correction.

409.210(3) (3) Request regarding list of collateral; statement concerning type of collateral. A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor an authenticated record including a statement to that effect within 14 days after receipt.

409.210(4) (4) Request regarding list of collateral; no interest claimed. A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

409.210(4)(a) (a) Disclaiming any interest in the collateral; and

409.210(4)(b) (b) If known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the collateral.

409.210(5) (5) Request for accounting or regarding statement of account; no interest in obligation claimed. A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

409.210(5)(a) (a) Disclaiming any interest in the obligations; and

409.210(5)(b) (b) If known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the obligations.

409.210(6) (6) Charges for responses. A debtor is entitled without charge to one response to a request under this section during any 6-month period. The secured party may require payment of a charge not exceeding $25 for each additional response.

409.210 History History: 2001 a. 10.

subch. III of ch. 409 SUBCHAPTER III

PERFECTION AND PRIORITY

409.301 409.301 Law governing perfection and priority of security interests. Except as otherwise provided in ss. 409.303 to 409.306, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:

409.301(1) (1) Location of debtor. Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.

409.301(2) (2) Location of collateral. While collateral is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.

409.301(3) (3) Location of property. Except as otherwise provided in sub. (4), while tangible negotiable documents, goods, instruments, money, or tangible chattel paper is located in a jurisdiction, the local law of that jurisdiction governs:

409.301(3)(a) (a) Perfection of a security interest in the goods by filing a fixture filing;

409.301(3)(b) (b) Perfection of a security interest in timber to be cut; and

409.301(3)(c) (c) The effect of perfection or nonperfection and the priority of a nonpossessory security interest in the collateral.

409.301(4) (4) Location of wellhead or minehead. The local law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.

409.301 History History: 2001 a. 10; 2009 a. 322.

409.302 409.302 Law governing perfection and priority of agricultural liens. While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.

409.302 History History: 2001 a. 10.

409.303 409.303 Law governing perfection and priority of security interests in goods covered by a certificate of title.

409.303(1) (1) Applicability of section. This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.

409.303(2) (2) When goods covered by certificate of title. Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.

409.303(3) (3) Applicable law. The local law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.

409.303 History History: 2001 a. 10.

409.304 409.304 Law governing perfection and priority of security interests in deposit accounts.

409.304(1) (1) Law of bank’s jurisdiction governs. The local law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank.

409.304(2) (2) Bank’s jurisdiction. The following rules determine a bank’s jurisdiction for purposes of this subchapter:

409.304(2)(a) (a) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the bank’s jurisdiction.

409.304(2)(b) (b) If par. (a) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

409.304(2)(c) (c) If neither par. (a) nor par. (b) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

409.304(2)(d) (d) If none of pars. (a) to (c) applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.

409.304(2)(e) (e) If none of pars. (a) to (d) applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located.

409.304 History History: 2001 a. 10.

409.305 409.305 Law governing perfection and priority of security interests in investment property.

409.305(1) (1) Governing law: general rules. Except as otherwise provided in sub. (3), the following rules apply:

409.305(1)(a) (a) While a security certificate is located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby.

409.305(1)(b) (b) The local law of the issuer’s jurisdiction as specified in s. 408.110 (4) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security.

409.305(1)(c) (c) The local law of the securities intermediary’s jurisdiction as specified in s. 408.110 (5) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account.

409.305(1)(d) (d) The local law of the commodity intermediary’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account.

409.305(2) (2) Commodity intermediary’s jurisdiction. The following rules determine a commodity intermediary’s jurisdiction for purposes of this subchapter:

409.305(2)(a) (a) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary’s jurisdiction for purposes of this subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the commodity intermediary’s jurisdiction.

409.305(2)(b) (b) If par. (a) does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.

409.305(2)(c) (c) If neither par. (a) nor par. (b) applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.

409.305(2)(d) (d) If none of pars. (a) to (c) applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer’s account is located.

409.305(2)(e) (e) If none of pars. (a) to (d) applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located.

409.305(3) (3) When perfection governed by law of jurisdiction where debtor located. The local law of the jurisdiction in which the debtor is located governs:

409.305(3)(a) (a) Perfection of a security interest in investment property by filing;

409.305(3)(b) (b) Automatic perfection of a security interest in investment property created by a broker or securities intermediary; and

409.305(3)(c) (c) Automatic perfection of a security interest in a commodity contract or commodity account created by a commodity intermediary.

409.305 History History: 2001 a. 10.

409.306 409.306 Law governing perfection and priority of security interests in letter-of-credit rights.

409.306(1) (1) Governing law: issuer’s or nominated person’s jurisdiction. Subject to sub. (3), the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.

409.306(2) (2) Issuer’s or nominated person’s jurisdiction. For purposes of this subchapter, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in ch. 405.

409.306(3) (3) When section not applicable. This section does not apply to a security interest that is perfected only under s. 409.308 (4).

409.306 History History: 2001 a. 10.

409.307 409.307 Location of debtor.

409.307(1) (1) Place of business. In this section, “place of business” means a place where a debtor conducts its affairs.

409.307(2) (2) Debtor’s location: general rules. Except as otherwise provided in this section, the following rules determine a debtor’s location:

409.307(2)(a) (a) A debtor who is an individual is located at the individual’s principal residence.

409.307(2)(b) (b) A debtor that is an organization and has only one place of business is located at its place of business.

409.307(2)(c) (c) A debtor that is an organization and has more than one place of business is located at its chief executive office.

409.307(3) (3) Limitation of applicability of sub. (2). Subsection (2) applies only if a debtor’s residence, place of business, or chief executive office, as applicable, is located in a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording, or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If sub. (2) does not apply, the debtor is located in the District of Columbia.

409.307(4) (4) Continuation of location: cessation of existence. A person that ceases to exist, have a residence, or have a place of business continues to be located in the jurisdiction specified by subs. (2) and (3).

409.307(5) (5) Location of registered organization organized under state law. A registered organization that is organized under the law of a state is located in that state.

409.307(6) (6) Location of registered organization organized under federal law; bank branches and agencies. Except as otherwise provided in sub. (9), a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located:

409.307(6)(a) (a) In the state that the law of the United States designates, if the law designates a state of location;

409.307(6)(b) (b) In the state that the registered organization, branch, or agency designates, if the law of the United States authorizes the registered organization, branch, or agency to designate its state of location, including by designating its main office, home office, or other comparable office; or

409.307(6)(c) (c) In the District of Columbia, if neither par. (a) nor par. (b) applies.

409.307(7) (7) Continuation of location: change in status of registered organization. A registered organization continues to be located in the jurisdiction specified by sub. (5) or (6) notwithstanding: