| include the interest of a consignor of goods under many true | consignments. Section 9-319(a) [Maine cite section 9-1319, | subsection (1)] provides that, for purposes of determining the | rights of certain third parties, the consignee is deemed to | acquire all rights and title that the consignor had, if the | consignor's security interest is unperfected. The consignee | acquires these rights even though, as between the parties, it | purchases a limited interest in the goods (as would be the case | in a true consignment, under which the consignee acquires only | the interest of a bailee). As a consequence of this section, | creditors of the consignee can acquire judicial liens and | security interests in the goods. |
|
| | Insofar as creditors of the consignee are concerned, this | Article to a considerable extent reformulates the former law, | which appeared in former Sections 2-326 and 9-114, without | changing the results. However, neither Article 2 nor former | Article 9 specifically addresses the rights of non-ordinary | course buyers from the consignee. Former Section 9-114 contained | priority rules applicable to security interests in consigned | goods. Under this Article, the priority rules for purchase-money | security interests in inventory apply to consignments. See | Section 9-103(d) [Maine cite section 9-1103, subsection (4)]. | Accordingly, a special section containing priority rules for | consignments no longer is needed. Section 9-317 [Maine cite | section 9-1317] determines whether the rights of a judicial lien | creditor are senior to the interest of the consignor, Sections 9- | 322 and 9-324 [Maine cite sections 9-1322 and 9-1324] govern | competing security interests in consigned goods, and Sections 9- | 317, 9-315, and 9-320 [Maine cite sections 9-1317, 9-1315 and 9- | 1320] determine whether a buyer takes free of the consignor's | interest. |
|
| | The following example explains the operation of this section: |
|
| | Example 1: SP1 delivers goods to Debtor in a transaction | constituting a "consignment" as defined in Section 9-102 [Maine | cite section 9-1102]. SP1 does not file a financing statement. | Debtor then grants a security interest in the goods to SP2. SP2 | files a proper financing statement. Assuming Debtor is a mere | bailee, as in a "true" consignment, Debtor would not have any | rights in the collateral (beyond those of a bailee) so as to | permit SP2's security interest to attach to any greater rights. | Nevertheless, under this section, for purposes of determining the | rights of Debtor's creditors, Debtor is deemed to acquire SP-1's | rights. Accordingly, SP2's security interest attaches, is | perfected by the filing, and, under Section 9-322 [Maine cite | section 9-1322], is senior to SP1's interest. |
|
|