3. "Possession." This section does not define "possession." In determining whether a particular person has possession, the principles of agency apply. For example, if the collateral clearly is in possession of an agent of the secured party for the purposes of possessing on behalf of the secured party, and if the agent is not also an agent of the debtor, the secured party has taken actual possession without the need to rely on a third-party acknowledgment. See subsection (c) [Maine cite subsection (3)] and Comments 4 and 8. However, if the agent is an agent of both the secured party and the debtor, prudence might suggest that the secured party obtain the agent's acknowledgment in order to ensure perfection by possession. The debtor cannot qualify as an agent for the secured party for purposes of the secured party's taking possession. And, under appropriate circumstances, a court may determine that a third person in possession is so closely connected to or controlled by the debtor that the debtor has retained effective possession, even though the third person may have agreed to take possession on behalf of the secured party. If so, the third person's taking possession would not constitute the secured party's taking possession and would not be sufficient for perfection. See also Section 9-205(b) [Maine cite section 9- 1205, subsection (2)]. In a typical escrow arrangement, where the escrowee holds possession of collateral as agent for both the secured party and the debtor, the debtor's relationship to the escrowee is not such as to constitute retention of possession by the debtor.

4. Goods in Possession of Third Party: Perfection. Former Section 9-305 permitted perfection of a security interest by notification to a bailee in possession of collateral. This Article distinguishes between goods in the possession of a bailee who has issued a document of title covering the goods and goods in the possession of a third party who has not issued a document. Section 9-312(c) or (d) [Maine cite section 9-1312, subsection (3) or (4)] applies to the former, depending on whether the document is negotiable. Section 9-313(c) [Maine cite section 9- 1313, subsection (3)] applies to the latter. It provides a method of perfection by possession when the collateral is possessed by a third person who is not the secured party's agent.

Notification of a third person does not suffice to perfect under Section 9-313(c) [Maine cite section 9-1313, subsection (3)]. Rather, perfection does not occur unless the third person authenticates an acknowledgment that it holds possession of the collateral for the secured party's benefit. Compare Section 9- 312(d) [Maine cite section 9-1312, subsection (4)], under which