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| 8. Possessory Security Interests. Subsection (e) [Maine cite | | subsection (5)] is new. It rejects the holding of Tanbro Fabrics | | Corp. v. Deering Milliken, Inc., 350 N.E.2d 590 (N.Y. 1976) and, | | together with Section 9-317(b) [Maine cite section 9-1317, | | subsection (2)], prevents a buyer of goods collateral from taking | | free of a security interest if the collateral is in the possession | | of the secured party. "The secured party" referred in subsection | | (e) [Maine cite subsection (5)] is the holder of the security | | interest referred to in subsection (a) or (b) [Maine cite | | subsection (1) or (2)]. Section 9-313 [Maine cite section 9-1313] | | determines whether a secured party is in possession for purposes of | | this section. Under some circumstances, Section 9-313 [Maine cite | | section 9-1313] provides that a secured party is in possession of | | collateral even if the collateral is in the physical possession of | | a third party. |
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| | | §9-1321.__Licensee of general intangible and lessee of goods in |
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| | | ordinary course of business |
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| | | (1)__In this section, "licensee in ordinary course of | | business" means a person that becomes a licensee of a general | | intangible in good faith, without knowledge that the license | | violates the rights of another person in the general intangible | | and in the ordinary course from a person in the business of | | licensing general intangibles of that kind.__A person becomes a | | licensee in the ordinary course if the license to the person | | comports with the usual or customary practices in the kind of | | business in which the licensor is engaged or with the licensor's | | own usual or customary practices. |
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| | | (2)__A licensee in ordinary course of business takes its | | rights under a nonexclusive license free of a security interest | | in the general intangible created by the licensor, even if the | | security interest is perfected and the licensee knows of its | | existence. |
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| | | (3)__A lessee in ordinary course of business takes its | | leasehold interest free of a security interest in the goods | | created by the lessor, even if the security interest is perfected | | and the lessee knows of its existence. |
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| | | 1. Source. Derived from Sections 2A-103(1)(o), 2A307(3). |
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| | | 2. Licensee in Ordinary Course. Like the analogous rules in | | Section 9-320(a) [Maine cite section 9-1320, subsection (1)] with | | respect to buyers in ordinary course and subsection (c) [Maine | | cite subsection (3)] with respect to lessees in ordinary course, | | the | | new rule in subsection (b) [Maine cite subsection (2)] reflects | | the expectations of the parties and the marketplace: a licensee | | under a nonexclusive license takes subject to a security interest | | unless the secured party authorizes the license free of the | | security interest or other, controlling law such as that of this | | section (protecting ordinary-course licensees) dictates a | | contrary result. See Sections 9-201, 9-315 [Maine cite sections | | 9-1201, 9-1315]. The definition of "licensee in ordinary course | | of business" in subsection (a) [Maine cite subsection (1)] is | | modeled upon that of "buyer in ordinary course of business." |
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| | | 3. Lessee in Ordinary Course. Subsection (c) [Maine cite | | subsection (3)] contains the rule formerly found in Section 2A- | | 307(3). The rule works in the same way as that of Section 9- | | 320(a) [Maine cite section 9-1320, subsection (1)]. |
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| | | §9-1322.__Priorities among conflicting security interests in and |
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| | | agricultural liens on same collateral |
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| | | (1)__Except as otherwise provided in this section, priority | | among conflicting security interests and agricultural liens in | | the same collateral is determined according to the following | | rules. |
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| | | (a)__Conflicting perfected security interests and | | agricultural liens rank according to priority in time of | | filing or perfection.__Priority dates from the earlier of | | the time a filing covering the collateral is first made or | | the security interest or agricultural lien is first | | perfected, if there is no period thereafter when there is | | neither filing nor perfection. |
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| | | (b)__A perfected security interest or agricultural lien has | | priority over a conflicting unperfected security interest or | | agricultural lien. |
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| | | (c)__The first security interest or agricultural lien to | | attach or become effective has priority if conflicting | | security interests and agricultural liens are unperfected. |
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| | | (2)__For the purposes of subsection (1), paragraph (a): |
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| | | (a)__The time of filing or perfection as to a security | | interest in collateral is also the time of filing or | | perfection as to a security interest in proceeds; and |
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| | | (b)__The time of filing or perfection as to a security | | interest in collateral supported by a supporting obligation |
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