| | | 6. Purchasers Other Than Secured Parties. Subsections (b), | | (c), and (d) [Maine cite subsections (2), (3) and (4)] afford | | priority over an unperfected security interest to certain | | purchasers (other than secured parties) of collateral. They | | derive from former Sections 9-301(1)(c), 2A-307(2), and 9-301(d). | | Former Section 9-301(1)(c) and (1)(d) provided that unperfected | | security interests are "subordinate" to the rights of certain | | purchasers. But, as former Comment 9 suggested, the practical | | effect of subordination in this context is that the purchaser | | takes free of the security interest. To avoid any possible | | misinterpretation, subsections (b) and (d) [Maine cite | | subsections (2) and (4)] of this section use the phrase "takes | | free." |
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| | | Subsection (b) [Maine cite subsection (2)] governs goods, as | | well as intangibles of the type whose transfer is effected by | | physical delivery of the representative piece of paper (tangible | | chattel paper, documents, instruments, and security | | certificates). To obtain priority, a buyer must both give value | | and receive delivery of the collateral without knowledge of the | | existing security interest and before perfection. Even if the | | buyer gave value without knowledge and before perfection, the | | buyer would take subject to the security interest if perfection | | occurred before physical delivery of the collateral to the buyer. | | Subsection (c) [Maine cite subsection (3)] contains a similar | | rule with respect to lessees of goods. Note that a lessee of | | goods in ordinary course of business takes free of all security | | interests created by the lessor, even if perfected. See Section | | 9-321 [Maine cite section 9-1321]. |
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| | | Normally, there will be no question when a buyer of chattel | | paper, documents, instruments, or security certificates "receives | | delivery" of the property. See Section 1-201 (defining | | "delivery"). However, sometimes a buyer or lessee of goods, such | | as complex machinery, takes delivery of the goods in stages and | | completes assembly at its own location. Under those | | circumstances, the buyer or lessee "receives delivery" within the | | meaning of subsections (b) and (c) [Maine cite subsections (2) | | and (3)] when, after an inspection of the portion of the goods | | remaining with the seller or lessor, it would be apparent to a | | potential lender to the seller or lessor that another person | | might have an interest in the goods. |
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| | | The rule of subsection (b) [Maine cite subsection (2)] | | obviously is not appropriate where the collateral consists of | | intangibles and there is no representative piece of paper whose | | physical delivery is the only or the customary method of | | transfer. Therefore, with respect to such intangibles (accounts, | | electronic chattel paper, general intangibles, and investment | | property other than certificated securities), subsection (d) |
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