| | | 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. |
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| | | 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. |
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| | | The following example explains the operation of this section: |
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| | | 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. |
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