LD 2245
pg. 247
Page 246 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 248 of 493
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LR 1087
Item 1

 
payment secured by a security interest in the goods);
SP2 has a security interest in the chattel paper, as
does SP1 (as proceeds of the goods under Section 9-315
[Maine cite section 9-1315]). Under Section 9-330
[Maine cite section 9-1330], SP2's security interest in
the chattel paper is senior to that of SP1. SP2 enjoys
this priority regardless of whether, or when, SP2 filed
a financing statement covering the chattel paper.
Because chattel paper and goods represent different
types of collateral, Dealer does not have any
meaningful interest in goods to which either SP1's or
SP2's security interest could attach in order to secure
Dealer's obligations to either creditor. See Section
9-102 [Maine cite section 9-1102] (defining "chattel
paper" and "goods").

 
Now assume that BIOCOB returns the goods to Dealer under
circumstances whereby Dealer once again becomes the owner of the
goods. This would be the case, for example, if the goods were
defective and BIOCOB was entitled to reject or revoke acceptance
of the goods. See Sections 2-602 (rejection), 2-608 (revocation
of acceptance). Unless BIOCOB has waived its defenses as against
assignees of the chattel paper, SP1's and SP2's rights against
BIOCOB would be subject to BIOCOB's claims and defenses. See
Sections 9-403, 9-404 [Maine cite section 9-1403, 9-1404]. SP1's
security interest would attach again because the returned goods
would be proceeds of the chattel paper. Dealer's acquisition of
the goods easily can be characterized as "proceeds" consisting of
an "in kind" collection on or distribution on account of the
chattel paper. See Section 9-102 [Maine cite section 9-1102]
(definition of "proceeds"). Assuming that SP1's security
interest is perfected by filing against the goods and that the
filing is made in the same office where a filing would be made
against the chattel paper, SP1's security interest in the goods
would remain perfected beyond the 20-day period of automatic
perfection. See Section 9-315(e) [Maine cite section 9-1315,
subsection (5)].

 
Because Dealer's newly reacquired interest in the goods is
proceeds of the chattel paper, SP2's security interest also would
attach in the goods as proceeds. If SP2 had perfected its
security interest in the chattel paper by filing (again, assuming
that filing against the chattel paper was made in the same office
where a filing would be made against the goods), SP2's security
interest in the reacquired goods would be perfected beyond 20
days. See Section 9-315(e) [Maine cite section 9-1315,
subsection (5)]. However, if SP2 had relied only on its
possession of the chattel paper for perfection and had not filed
against the chattel paper or the goods, SP2's security interest
would be unperfected after the 20day period. See Section


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