LD 2245
pg. 169
Page 168 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 170 of 493
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LR 1087
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transferee or, in an appropriate case, maintain an action for
conversion. The secured party may claim both any proceeds and
the original collateral but, of course, may have only one
satisfaction.

 
In many cases, a purchaser or other transferee of collateral
will take free of a security interest, and the secured party's
only right will be to proceeds. For example, the general rule
does not apply, and a security interest does not continue in
collateral, if the secured party authorized the disposition, in
the agreement that contains the security agreement or otherwise.
Subsection (a)(1) [Maine cite subsection (1), paragraph (a)]
adopts the view of PEB Commentary No. 3 and makes explicit that
the authorized disposition to which it refers is an authorized
disposition "free of" the security interest or agricultural lien.
The secured party's right to proceeds under this section or under
the express terms of an agreement does not in itself constitute
an authorization of disposition. The change in language from
former Section 9-306(2) is not intended to address the frequently
litigated situation in which the effectiveness of the secured
party's consent to a disposition is conditioned upon the secured
party's receipt of the proceeds. In that situation, subsection
(a) [Maine cite subsection (1)] leaves the determination of
authorization to the courts, as under former Article 9.

 
This Article contains several provisions under which a
transferee takes free of a security interest or agricultural
lien. For example, Section 9-317 [Maine cite section 9-1317]
states when transferees take free of unperfected security
interests; Sections 9-320 and 9-321 [Maine cite section 9-1320
and section 9-1321] on goods, 9-321 [Maine cite section 9-1321]
on general intangibles, 9330 [Maine cite section 9-1330] on
chattel paper and instruments, and 9331 [Maine cite section 9-
1331] on negotiable instruments, negotiable documents, and
securities state when purchasers of such collateral take free of
a security interest, even though perfected and even though the
disposition was not authorized. Section 9-332 [Maine cite
section 9-1332] enables most transferees (including non-
purchasers) of funds from a deposit account and most transferees
of money to take free of a perfected security interest in the
deposit account or money.

 
Likewise, the general rule that a security interest survives
disposition does not apply if the secured party entrusts goods
collateral to a merchant who deals in goods of that kind and the
merchant sells the collateral to a buyer in ordinary course of
business. Section 2-403(2) gives the merchant the power to
transfer all the secured party's rights to the buyer, even if the
sale is wrongful as against the secured party. Thus, under


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