4. Sales of Accounts, Chattel Paper, Payment Intangibles, Promissory Notes, and Other Receivables. Under subsection (a)(3) [Maine cite subsection (1), paragraph (c)], as under former Section 9-102, this Article applies to sales of accounts and chattel paper. This approach generally has been successful in avoiding difficult problems of distinguishing between transactions in which a receivable secures an obligation and those in which the receivable has been sold outright. In many commercial financing transactions the distinction is blurred.

Subsection (a)(3) [Maine cite subsection (1), paragraph (c)] expands the scope of this Article by including the sale of a "payment intangible" (defined in Section 9-102 [Maine cite section 9-1102] as "a general intangible under which the account debtor's principal obligation is a monetary obligation") and a "promissory note" (also defined in Section 9-102) [Maine cite section 9-1102]. To a considerable extent, this Article affords these transactions treatment identical to that given sales of accounts and chattel paper. In some respects, however, sales of payment intangibles and promissory notes are treated differently from sales of other receivables. See, e.g., Sections 9-309 [Maine cite section 9-1309] (automatic perfection upon attachment), 9-408 [Maine cite section 9-1408] (effect of restrictions on assignment). By virtue of the expanded definition of "account" (defined in Section 9-102) [Maine cite section 9-1102], this Article now covers sales of (and other security interests in) "health-care-insurance receivables" (also defined in Section 9-102) [Maine cite section 9-1102]. Although this Article occasionally distinguishes between outright sales of receivables and sales that secure an obligation, neither this Article nor the definition of "security interest" (Section 1- 201(37)) delineates how a particular transaction is to be classified. That issue is left to the courts.

5. Transfer of Ownership in Sales of Receivables. A "sale" of an account, chattel paper, a promissory note, or a payment intangible includes a sale of a right in the receivable, such as a sale of a participation interest. The term also includes the sale of an enforcement right. For example, a "[p]erson entitled to enforce" a negotiable promissory note (Section 3-301) may sell its ownership rights in the instrument. See Section 3-203, Comment 1 ("Ownership rights in instruments may be determined by principles of the law of property, independent of Article 3, which do not depend upon whether the instrument was transferred under Section 3-203."). Also, the right under Section 3-309 to enforce a lost, destroyed, or stolen negotiable promissory note may be sold to a purchaser who could enforce that right by