LD 2245
pg. 187
Page 186 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 188 of 493
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LR 1087
Item 1

 
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.


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