Perfection of Security Interest In Goods Transactions
Under Utah law, to perfect a security interest in goods, the financing statement must be filed with the Division of Corporations and Commercial Code, see id. 70A-9-401(1) (1997), and the Central Filing System within this division is the only place within the state of Utah for filing agricultural liens, see Utah Admin. Code R154-1-2.
However, if a filing is made in good faith in an improper place, it is effective "against any person who has knowledge of or notice of the contents of such financing statement." Utah Code Ann. 70A-9-401(2).
Furthermore, any agricultural filing that does not specify a particular crop year is effective for a period of five years. See id. 70A-9-403(2) (Supp. 2000); Utah Admin. Code R154-1-4, -5.
A perfected security interest usually takes priority over an unperfected security interest. See Utah Code Ann. 70A-9-301, -312 (1997); see also Anderson & Lawrence, supra P 14, 9-312:9, at 338. However, under the Utah Code, a secured party may not enforce a security interest in farm products against a . . . selling agent who purchases or sells farm products in the ordinary course of business from or for a person engaged in farming operations unless the secured party has complied with the rules issued by the director of the Division of Corporations and Commercial Code under authority granted by Section 70A-9-400. Utah Code Ann. 70A-9-307(4) (1997).
In addition,a perfected security interest in crops for new value given to enable the debtor to produce the crops during the production season and given not more than three months before the crops become growing crops by planting or otherwise takes priority over an earlier perfected security interest to the extent that such earlier interest secures obligations due more than six months before the crops become growing crops by planting or otherwise, even though the person giving new value had knowledge of the earlier security interest.Id. 70A-9-312.
Part of the underlying purpose of the UCC (Uniform Commercial Code) is to "simplify, clarify and modernize the law governing commercial transactions." Utah Code Ann. 70A-1-102(2) (1997);
see also Insley Mfg. Corp. v. Draper Bank & Trust, 717 P.2d 1341, 1346 (Utah 1986) (noting that "a secured party should be able to rely on his compliance with the Code's requirements for perfection"); 79 C.J.S. Secured Transactions 2 (1995) (stating that the code's "general purpose is to create a precise guide for commercial transactions under which businessmen may predict with confidence the results of their dealings"). Furthermore, "the fundamental purpose of Article 9 is to give notice to third persons and simplify the filing process." 9 Ronald A. Anderson & Lary Lawrence, Anderson on the Uniform Commercial Code 401:5, at 483 (3d ed. rev. 1999);
see also Insley, 717 P.2d at 1345 ("The purpose and concept of notice filing would be significantly weakened if we held that the party is not bound by that which it would have discovered through a proper inquiry."); 79 C.J.S. supra, 53, at 438 (stating that purpose of filing includes protection of creditor "by furnishing to others intending to enter into a transaction with the debtor a starting point for investigation which will result in fair warning with respect to the transaction contemplated").
As such, a party who has secured its interest in accordance with article 9 has priority, upon a debtor's default, "over 'anyone anywhere, anyhow' except as otherwise provided by the remaining Code priority rules." Insley, 717 P.2d at 1347 (quoting Continental Am. Life Ins. Co. v. Griffin, 251 Ga. 412, 306 S.E.2d 285, 287 (Ga. 1983)); see also Anderson & Lawrence, supra, 9-312:6, at 330 (noting that conflicts of security interests are determined exclusively by article 9).