Chapter 409

409.314(3)(a) (a) The secured party does not have control; and

409.314(3)(b) (b) One of the following occurs:

409.314(3)(b)1. 1. If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;

409.314(3)(b)2. 2. If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or

409.314(3)(b)3. 3. If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

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

409.315 409.315 Secured party’s rights on disposition of collateral and in proceeds.

409.315(1) (1) Disposition of collateral: continuation of security interest or agricultural lien; proceeds. Except as otherwise provided in this chapter and in s. 402.403 (2):

409.315(1)(a) (a) A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange, or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; and

409.315(1)(b) (b) A security interest attaches to any identifiable proceeds of collateral.

409.315(2) (2) When commingled proceeds identifiable. Proceeds that are commingled with other property are identifiable proceeds:

409.315(2)(a) (a) If the proceeds are goods, to the extent provided by s. 409.336; and

409.315(2)(b) (b) If the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this chapter with respect to commingled property of the type involved.

409.315(3) (3) Perfection of security interest in proceeds. A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.

409.315(4) (4) Continuation of perfection. A perfected security interest in proceeds becomes unperfected on the 21st day after the security interest attaches to the proceeds unless:

409.315(4)(a) (a) The following conditions are satisfied:

409.315(4)(a)1. 1. A filed financing statement covers the original collateral;

409.315(4)(a)2. 2. The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and

409.315(4)(a)3. 3. The proceeds are not acquired with cash proceeds;

409.315(4)(b) (b) The proceeds are identifiable cash proceeds; or

409.315(4)(c) (c) The security interest in the proceeds is perfected other than under sub. (3) when the security interest attaches to the proceeds or within 20 days thereafter.

409.315(5) (5) When perfected security interest in proceeds becomes unperfected. If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under sub. (4) (a) becomes unperfected at the later of:

409.315(5)(a) (a) When the effectiveness of the filed financing statement lapses under s. 409.515 or is terminated under s. 409.513; or

409.315(5)(b) (b) The 21st day after the security interest attaches to the proceeds.

409.315 History History: 2001 a. 10.

409.315 Annotation If a security agreement does not explicitly provide that transfer of collateral constitutes default and the secured party is not entitled to immediate possession, sale of collateral is not a conversion. Production Credit Association of Chippewa Falls v. Equity Coop Livestock, 82 Wis. 2d 5, 261 N.W.2d 127 (1978).

409.315 Annotation The rights of a security holder in collateral survive the transfer of the collateral under s. 409.311 made without the secured party’s consent. Production Credit Association of Madison v. Nowatzski, 90 Wis. 2d 344, 280 N.W.2d 118 (1979).

409.315 Annotation A condition imposed by a secured party on authorization to sell collateral is ineffective unless performance of the condition is within the buyer’s control. Production Credit Association of Baraboo v. Pillsbury Co. 132 Wis. 2d 243, 392 N.W.2d (Ct. App. 1986).

409.315 Note NOTE: The above annotated materials cite to the pre-2001 Wis. Act 10 version of ch. 409.

409.316 409.316 Effect of change in governing law.

409.316(1) (1) General rule: effect on perfection of change in governing law. A security interest perfected pursuant to the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) remains perfected until the earliest of:

409.316(1)(a) (a) The time perfection would have ceased under the law of that jurisdiction;

409.316(1)(b) (b) The expiration of 4 months after a change of the debtor’s location to another jurisdiction; or

409.316(1)(c) (c) The expiration of one year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.

409.316(2) (2) Security interest perfected or unperfected under law of new jurisdiction. If a security interest described in sub. (1) becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

409.316(3) (3) Possessory security interest in collateral moved to new jurisdiction. A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:

409.316(3)(a) (a) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;

409.316(3)(b) (b) Thereafter the collateral is brought into another jurisdiction; and

409.316(3)(c) (c) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.

409.316(4) (4) Goods covered by certificate of title from this state. Except as otherwise provided in sub. (5), a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this state remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.

409.316(5) (5) When sub. (4) security interest becomes unperfected against purchasers. A security interest described in sub. (4) becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under s. 409.311 (2) or 409.313 are not satisfied before the earlier of:

409.316(5)(a) (a) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this state; or

409.316(5)(b) (b) The expiration of 4 months after the goods had become so covered.

409.316(6) (6) Change in jurisdiction of bank, issuer, nominated person, securities intermediary, or commodity intermediary. A security interest in deposit accounts, letter-of-credit rights, or investment property which is perfected under the law of the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction, or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:

409.316(6)(a) (a) The time the security interest would have become unperfected under the law of that jurisdiction; or

409.316(6)(b) (b) The expiration of 4 months after a change of the applicable jurisdiction to another jurisdiction.

409.316(7) (7) Sub. (6) security interest perfected or unperfected under law of new jurisdiction. If a security interest described in sub. (6) becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

409.316(8) (8) Effect on filed financing statement of change in governing law. The following rules apply to collateral to which a security interest attaches within 4 months after the debtor changes its location to another jurisdiction:

409.316(8)(a) (a) A financing statement filed before the change pursuant to the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral had the debtor not changed its location.

409.316(8)(b) (b) If a security interest perfected by a financing statement that is effective under par. (a) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) or the expiration of the 4-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

409.316(9) (9) Effect of change in governing law on financing statement filed against original debtor. If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) and the new debtor is located in another jurisdiction, the following rules apply:

409.316(9)(a) (a) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within 4 months after, the new debtor becomes bound under s. 409.203 (4), if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.

409.316(9)(b) (b) A security interest perfected by the financing statement and which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in s. 409.301 (1) or 409.305 (3) or the expiration of the 4-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

409.316 History History: 2001 a. 10; 2011 a. 206.

409.316 Annotation The 4-month period for reperfection provided by sub. (1) (b) does not apply to titled goods due to the applicability of ss. 409.301 (1) and 409.303. In re Baker, 430 F.3d 858 (2005).

409.317 409.317 Interests that take priority over or take free of security interest or agricultural lien.

409.317(1) (1) Conflicting security interests and rights of lien creditors. A security interest or agricultural lien is subordinate to the rights of:

409.317(1)(a) (a) A person entitled to priority under s. 409.322; and

409.317(1)(b) (b) Except as otherwise provided in sub. (5), a person that becomes a lien creditor before the earlier of the time:

409.317(1)(b)1. 1. The security interest or agricultural lien is perfected; or

409.317(1)(b)2. 2. One of the conditions specified in s. 409.203 (2) (c) is met and a financing statement covering the collateral is filed.

409.317(2) (2) Buyers that receive delivery. Except as otherwise provided in sub. (5), a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

409.317(3) (3) Lessees that receive delivery. Except as otherwise provided in sub. (5), a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

409.317(4) (4) Licensees and buyers of certain collateral. A licensee of a general intangible or a buyer, other than a secured party, of collateral other than tangible chattel paper, tangible documents, goods, instruments, or a certificated security takes free of a security interest if the licensee or buyer gives value without knowledge of the security interest and before it is perfected.

409.317(5) (5) Purchase-money security interest. Except as otherwise provided in ss. 409.320 and 409.321, if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee, or lien creditor which arise between the time the security interest attaches and the time of filing.

409.317 History History: 2001 a. 10; 2009 a. 322; 2011 a. 206.

409.318 409.318 No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.

409.318(1) (1) Seller retains no interest. A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.

409.318(2) (2) Deemed rights of debtor if buyer’s security interest unperfected. For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.

409.318 History History: 2001 a. 10.

409.319 409.319 Rights and title of consignee with respect to creditors and purchasers.

409.319(1) (1) Consignee has consignor’s rights. Except as otherwise provided in sub. (2), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

409.319(2) (2) Applicability of other law. For purposes of determining the rights of a creditor of a consignee, law other than this chapter determines the rights and title of a consignee while goods are in the consignee’s possession if, under this subchapter, a perfected security interest held by the consignor would have priority over the rights of the creditor.

409.319 History History: 2001 a. 10.

409.320 409.320 Buyer of goods.

409.320(1) (1) Buyer in ordinary course of business. Except as otherwise provided in sub. (5), a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.

409.320(2) (2) Buyer of consumer goods. Except as otherwise provided in sub. (5), a buyer of goods from a person who used or bought the goods for use primarily for personal, family, or household purposes takes free of a security interest, even if perfected, if the buyer buys:

409.320(2)(a) (a) Without knowledge of the security interest;

409.320(2)(b) (b) For value;

409.320(2)(c) (c) Primarily for the buyer’s personal, family, or household purposes; and

409.320(2)(d) (d) Before the filing of a financing statement covering the goods.

409.320(3) (3) Effectiveness of filing for sub. (2). To the extent that it affects the priority of a security interest over a buyer of goods under sub. (2), the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by s. 409.316 (1) and (2).

409.320(4) (4) Buyer in ordinary course of business at wellhead or minehead. A buyer in ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

409.320(5) (5) Possessory security interest not affected. Subsections (1) and (2) do not affect a security interest in goods in the possession of the secured party under s. 409.313.

409.320 History History: 2001 a. 10.

409.321 409.321 Licensee of general intangible and lessee of goods in ordinary course of business.

409.321(1) (1) Licensee in ordinary course of business. In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to the person comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.

409.321(2) (2) Rights of licensee in ordinary course of business. A licensee in ordinary course of business takes its rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

409.321(3) (3) Rights of lessee in ordinary course of business. A lessee in ordinary course of business takes its leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.