UCC Document Community

Ask the community...

  • DO post questions about your issues.
  • DO answer questions and support each other.
  • DO post tips & tricks to help folks.
  • DO NOT post call problems here - there is a support tab at the top for that :)

Gavin King

Need Help Understanding UCC 1-303(d) Course of Performance Rules

I'm dealing with a situation where we have a security agreement that's been in place for about 18 months, and the debtor has been making payments in a way that's different from what the original agreement specified. Now there's a dispute about what the actual terms are, and someone mentioned UCC 1-303(d) course of performance rules might apply. The debtor is claiming that because we accepted their modified payment schedule for over a year, we can't enforce the original terms anymore. I've tried reading the statute but it's pretty dense legal language. Has anyone dealt with this kind of situation before? What exactly does UCC 1-303(d) mean in practical terms for secured transactions? I'm worried we might have inadvertently waived our rights by accepting the modified payments without objecting.

In my experience, if you're 18 months into accepting modified performance without objection, you're probably looking at an uphill battle to enforce original terms. The practical advice is to document everything going forward, send written notices for any future deviations, and maybe consider whether the current arrangement actually works better for your business anyway. Sometimes what starts as a course of performance issue ends up being a better deal for everyone.

0 coins

That's often the best outcome. Get it in writing, document the modification properly, and move forward with clear terms everyone understands. Lessons learned for next time.

0 coins

Smart approach. Fighting a 1-303(d) course of performance claim when you've been accepting modified terms for that long is expensive and risky. Better to cut your losses and improve your procedures.

0 coins

This thread has been really helpful. I'm dealing with a similar situation where we've been accepting partial payments for about 8 months. Sounds like I need to send some kind of written notice to preserve our rights under the original agreement. Anyone have suggestions for language to use?

0 coins

I use language like 'acceptance of this payment is without waiver of any rights under the original agreement and does not constitute acceptance of modified terms.' Keep it simple but clear.

0 coins

Perfect, that's exactly what I was looking for. Going to start including that in all our payment processing going forward.

0 coins

Misterclamation Skyblue

South Dakota Secretary of State UCC Search Showing Incorrect Results

Been trying to run a UCC search through South Dakota Secretary of State system for the past two days and getting really strange results. I'm doing due diligence on a potential acquisition and need to verify existing liens on equipment collateral. When I search by debtor name "Mountain Equipment Leasing LLC" I get three different UCC-1 filings, but when I search by filing number from one of those records, it pulls up a completely different debtor. Has anyone else run into this with the SD SOS UCC search portal? I'm wondering if there's a database sync issue or if I'm missing something obvious. The financing statements show active status but the collateral descriptions don't match what we're seeing on the equipment titles. Really need to get this sorted before our closing next week.

Just went through something similar with Michigan's UCC system last week. These database sync issues seem to be happening across multiple states. I ended up having to download every single document manually and cross-reference them outside the portal. Pain in the neck but it's the only way to be sure.

0 coins

Michigan's system is terrible too. Seems like a widespread problem with state databases.

0 coins

At least Michigan lets you download documents easily. Some states make even that difficult.

0 coins

UPDATE: Finally got this resolved. Called the SD Secretary of State office and they confirmed there's a known issue with their database indexing that they're working to fix. They manually ran the search for me and provided certified copies of the correct filings. Turns out there were only two active UCC-1s, not three like the portal was showing. Also used that Certana tool someone mentioned earlier to double-check all the document consistency - really helpful for catching details I might have missed.

0 coins

Nice work getting the official confirmation. How did the Certana verification work out for you?

0 coins

The Certana check was really useful - it immediately flagged that one of the documents had an inconsistent debtor name format that could have caused problems later. Easy upload process and instant results.

0 coins

Anderson Prospero

Legal UCC UCC1 Training - Need Recommendations for Staff Certification

Our firm is expanding our secured transactions practice and I need to get our paralegals properly trained on UCC-1 filings. We've had some embarrassing rejections lately due to debtor name inconsistencies and I'm realizing our current knowledge base isn't cutting it. Does anyone know of solid legal UCC UCC1 training programs that cover the nitty-gritty details? We need something comprehensive that goes beyond the basics - proper collateral descriptions, fixture filing nuances, continuation timing, the whole nine yards. Preferably something that includes hands-on practice with actual filing scenarios. Our state SOS office offers a basic overview but nothing that really digs into the complex situations we're seeing with commercial clients.

Whatever training you choose, make sure it covers continuation filing deadlines. We almost lost a client's security interest because nobody understood the 6-month window requirement for continuation statements.

0 coins

You can file a continuation anytime within 6 months before the original UCC-1 expires. File too early and it's ineffective, file too late and you lose your priority. It's one of those things that seems simple but the timing is critical.

0 coins

And don't forget that continuations extend the filing for another 5 years from the original expiration date, not from when you file the continuation. Common mistake.

0 coins

Bottom line - invest in proper training now rather than dealing with malpractice issues later. UCC mistakes can void security interests and that's not a conversation you want to have with a client who just lost their collateral priority.

0 coins

Plus your malpractice carrier will love seeing that you've invested in staff training. Shows you're taking risk management seriously.

0 coins

Good point about the malpractice angle. That's another argument for formal training versus just learning on the job.

0 coins

Jamal Anderson

Michigan SOS UCC Search Results Not Matching Our Records - Need Help Verifying Debtor Names

Running into a frustrating situation with Michigan SOS UCC search functionality and hoping someone here has dealt with this before. We're working on a commercial lending deal and need to verify existing UCC filings against our debtor entity. When we search the Michigan Secretary of State database, we're getting inconsistent results that don't align with what our client claims they have on file. The debtor is an LLC with a pretty standard name format, but we're seeing variations in the search results that make us question whether we're capturing all the relevant filings. Some results show the full legal name exactly as it appears on their articles of incorporation, while others have slight variations in punctuation or abbreviations. This is creating uncertainty about whether there are existing liens we're missing. What's particularly concerning is that we found a UCC-1 filing from 2019 that shows a different version of the debtor name than what appears on their current corporate documents. The filing number references don't seem to connect cleanly either, which makes us wonder if there are continuation statements or amendments we're not locating through the standard search process. Has anyone experienced similar issues with Michigan SOS UCC search accuracy? Are there specific search techniques or name variations we should be testing to ensure we're getting complete results? We can't afford to miss existing secured interests on this deal, but the search results are making it difficult to get a clear picture of what's actually filed against this entity.

I've started using document verification tools for this exact reason. Upload the entity docs and any UCC filings you find, and automated systems can flag name inconsistencies faster than manual review. Saved me from missing a critical filing discrepancy on a $2M deal last month.

0 coins

Which service do you use for that? I'm getting tired of manually comparing entity names across multiple documents.

0 coins

Certana.ai has a good UCC document checker - just upload PDFs and it cross-references names, filing numbers, dates automatically. Much faster than doing it by hand.

0 coins

Don't forget to search for any amendments or terminations that might affect the status of filings you do find. Michigan's system sometimes shows lapsed or terminated filings in search results without clearly indicating their current status.

0 coins

Check the filing date and any continuation statements. UCC-1 filings are only good for 5 years unless continued. Also look for UCC-3 termination statements that might have been filed.

0 coins

The Michigan system should show termination status on the filing details page, but I've seen cases where it's not immediately obvious. Always check the full filing history.

0 coins

Isabella Silva

UCC goods defined - collateral description rejected for equipment financing

Our equipment financing deal just got rejected because the filing officer said our collateral description for 'goods' was too vague. We're securing industrial printing equipment worth about $180K and the UCC-1 just listed 'all goods' in the collateral field. Bank is furious and wants this refiled immediately. The debtor company manufactures custom packaging materials so there's tons of equipment involved - printing presses, binding machines, cutting equipment, etc. I thought 'all goods' was standard language but apparently not specific enough? Has anyone dealt with goods defined UCC issues like this? The continuation deadline is coming up in 8 months and now we're scrambling to get this right. What's the proper way to describe goods in UCC filings when you have mixed equipment types?

For what it's worth, I've started using Certana.ai whenever I have complex collateral descriptions. Upload your security agreement and draft UCC-1 and it'll show you if the collateral descriptions match properly. Would have caught this 'all goods' vs specific equipment issue before you filed.

0 coins

Second mention of this tool. Might be worth trying before I refile.

0 coins

Yeah it's saved me from several rejections. The document comparison feature is really handy for making sure everything aligns.

0 coins

Update us when you get the refiling done! I'm dealing with similar equipment financing and want to see what description language works.

0 coins

Will do. Planning to refile with 'printing equipment, binding machinery, cutting equipment, and other machinery used in packaging manufacturing operations' based on the advice here.

0 coins

That should work. Much better than 'all goods' anyway.

0 coins

Prev1...527528529530531...684Next