LD 2245
pg. 424
Page 423 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 425 of 493
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LR 1087
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harmoniously. A secured party's acceptance of collateral in the
possession of the debtor also may implicate statutes dealing with
a seller's retention of possession of goods sold.

 
10. Accounts, Chattel Paper, Payment Intangibles, and
Promissory Notes. If the collateral is accounts, chattel paper,
payment intangibles, or promissory notes, then a secured party's
acceptance of the collateral in satisfaction of secured
obligations would constitute a sale to the secured party. That
sale normally would give rise to a new security interest (the
ownership interest) under Sections 1-201(37) and 9-109 [Maine
cite section 9-1109]. In the case of accounts and chattel paper,
the new security interest would remain perfected by a filing that
was effective to perfect the secured party's original security
interest. In the case of payment intangibles or promissory
notes, the security interest would be perfected when it attaches.
See Section 9-309 [Maine cite 9-1309]. However, the procedures
for acceptance of collateral under this section satisfy all
necessary formalities and a new security agreement authenticated
by the debtor would not be necessary.

 
11. Role of Good Faith. Section 1-203 imposes an obligation
of good faith on a secured party's enforcement under this
Article. This obligation may not be disclaimed by agreement.
See Section 1-102. Thus, a proposal and acceptance made under
this section in bad faith would not be effective. For example, a
secured party's proposal to accept marketable securities worth
$1,000 in full satisfaction of indebtedness in the amount of
$100, made in the hopes that the debtor might inadvertently fail
to object, would be made in bad faith. On the other hand, in the
normal case proposals and acceptances should be not second-
guessed on the basis of the "value" of the collateral involved.
Disputes about valuation or even a clear excess of collateral
value over the amount of obligations satisfied do not necessarily
demonstrate the absence of good faith.

 
12. Special Rules in Consumer Cases. Subsection (e) [Maine
cite subsection (5)] imposes an obligation on the secured party
to dispose of consumer goods under certain circumstances.
Subsection (f) [Maine cite subsection (6)] explains when a
disposition that is required under subsection (e) [Maine cite
subsection (5)] is timely. An effective acceptance of collateral
cannot occur if subsection (e) [Maine cite subsection (5)]
requires a disposition unless the debtor waives this requirement
pursuant to Section 9-624(b) [Maine cite section 9-1624,
subsection (2)]. Moreover, a secured party who takes possession
of collateral and unreasonably delays disposition violates
subsection (e) [Maine cite subsection (5)], if applicable, and
may also violate Section 9-610 [Maine cite section 9-1610] or


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