AB111, s. 33 14Section 33. 342.19 (3) of the statutes is amended to read:
AB111,16,1615 342.19 (3) An unperfected security interest is subordinate to the rights of
16persons described in s. 409.301 ss. 409.317 and 409.323.
AB111, s. 34 17Section 34. 342.19 (4) of the statutes is amended to read:
AB111,16,2218 342.19 (4) The rules of priority stated in s. 409.312, and 409.322, the other
19sections therein referred to, and subch. III of ch. 409 shall, to the extent appropriate,
20apply to conflicting security interests in a vehicle of a type for which a certificate of
21title is required. A security interest perfected under this section is a security interest
22perfected otherwise than by filing for purposes of s. 409.312 subch. III of ch. 409.
AB111, s. 35 23Section 35. 342.19 (5) of the statutes is amended to read:
AB111,17,324 342.19 (5) The rules stated in ss. 409.501 to 409.507 subch. VI of ch. 409
25governing the rights and duties of secured parties and debtors and the requirements

1for, and effect of, disposition of a vehicle by a secured party, upon default shall, to the
2extent appropriate, govern the rights of secured parties and owners with respect to
3security interests in vehicles perfected under this chapter.
AB111, s. 36 4Section 36. 342.19 (6) of the statutes is amended to read:
AB111,17,75 342.19 (6) If a vehicle is subject to a security interest when brought into this
6state, s. 409.103 (1), (2) and (3) state 409.316 states the rules which apply to
7determine the validity and perfection of the security interest in this state.
AB111, s. 37 8Section 37. 342.21 (1) of the statutes is amended to read:
AB111,17,159 342.21 (1) A Except as otherwise provided in s. 409.308 (5), a secured party
10may assign, absolutely or otherwise, the party's security interest in the vehicle to a
11person other than the owner without affecting the interest of the owner or the
12validity of the security interest, but any person without notice of the assignment is
13protected in dealing with the secured party as the holder of the security interest and
14the secured party remains liable for any obligations as a secured party until the
15assignee is named as secured party on the certificate.
AB111, s. 38 16Section 38. 342.21 (2) of the statutes is amended to read:
AB111,17,2117 342.21 (2) The Subject to s. 409.308 (5), the assignee may but need not, to
18perfect the assignment, have the certificate of title endorsed or issued with the
19assignee named as secured party, upon delivering to the department the certificate
20and an assignment by the secured party named in the certificate in the form the
21department prescribes.
AB111, s. 39 22Section 39. 342.24 of the statutes is amended to read:
AB111,18,2 23342.24 Method of perfecting exclusive. The Subject to s. 409.311 (4), the
24method provided in this chapter of perfecting and giving notice of security interests
25subject to this chapter is exclusive. Security interests subject to this chapter are

1hereby exempted from the provisions of law which otherwise require or relate to the
2filing of instruments creating or evidencing security interests.
AB111, s. 40 3Section 40. 344.185 (3) (intro.) of the statutes is amended to read:
AB111,18,54 344.185 (3) (intro.) Notwithstanding ss. 409.501 to 409.507 subch. VI of ch. 409
5and ch. 425:
AB111, s. 41 6Section 41. 401.105 (2) (e) of the statutes is repealed and recreated to read:
AB111,18,97 401.105 (2) (e) Sections 409.301 to 409.307 on law governing perfection, the
8effect of perfection or nonperfection, and the priority of security interests and
9agricultural liens.
AB111, s. 42 10Section 42. 401.201 (9) of the statutes is amended to read:
AB111,19,411 401.201 (9) "Buyer in ordinary course of business" means a person who that
12buys goods
in good faith and, without knowledge that the sale to the person is in
13violation of
violates the ownership rights or security interest of a 3rd party of another
14person
in the goods buys, and in the ordinary course from a person, other than a
15pawnbroker,
in the business of selling goods of that kind but does not include a
16pawnbroker. All persons who sell minerals or the like (including oil and gas) at
17wellhead or minehead shall be deemed to be persons
. A person buys goods in the
18ordinary course if the sale to the person comports with the usual or customary
19practices in the kind of business in which the seller is engaged or with the seller's own
20usual or customary practices. A person that sells oil, gas, or other minerals at the
21wellhead or minehead is a person
in the business of selling goods of that kind.
22"Buying" A buyer in ordinary course of business may be buy for cash or, by exchange
23of other property, or on secured or unsecured credit , and includes receiving may
24acquire
goods or documents of title under a preexisting contract for sale but does not
25include a transfer in bulk or as security for or in total or partial satisfaction of a

1money debt
. Only a buyer that takes possession of the goods or has a right to recover
2the goods from the seller under ch. 402 may be a buyer in ordinary course of business.
3A person that acquires goods in a transfer in bulk or as security for or in total or
4partial satisfaction of a money debt is not a buyer in ordinary course of business
.
AB111, s. 43 5Section 43. 401.201 (32) of the statutes is amended to read:
AB111,19,86 401.201 (32) "Purchase" includes taking by sale, discount, negotiation,
7mortgage, pledge, lien, security interest, issue or reissue, gift or any other voluntary
8transaction creating an interest in property.
AB111, s. 44 9Section 44. 401.201 (37) (a) of the statutes is amended to read:
AB111,19,2510 401.201 (37) (a) "Security interest" means an interest in personal property or
11fixtures that which secures payment or performance of an obligation. The retention
12or reservation of title by a seller of goods notwithstanding shipment or delivery to the
13buyer is limited in effect to a reservation of a "security interest".
The term also
14includes any interest of a consignor and a buyer of accounts or, chattel paper, a
15payment intangible, or a promissory note in a transaction
that is subject to ch. 409.
16The special property interest of a buyer of goods on identification of such those goods
17to a contract for sale under s. 402.401 is not a "security interest", but a buyer may
18also acquire a "security interest" by complying with ch. 409. Unless a lease or
19consignment is intended as security, reservation of title thereunder is not a "security
20interest" but a consignment is in any event subject to s. 402.326
Except as otherwise
21provided in s. 402.505, the right of a seller or lessor of goods under ch. 402 or 411 to
22retain or acquire possession of the goods is not a security interest, but a seller or
23lessor may also acquire a security interest by complying with ch. 409. The retention
24or reservation of title by a seller of goods notwithstanding shipment or delivery to the
25buyer under s. 402.401 is limited in effect to a reservation of a security interest
.
AB111, s. 45
1Section 45. 402.103 (3) (d) of the statutes is amended to read:
AB111,20,22 402.103 (3) (d) "Consumer goods" — s. 409.109 409.102.
AB111, s. 46 3Section 46. 402.210 (3) of the statutes is renumbered 402.210 (4).
AB111, s. 47 4Section 47. 402.210 (3) of the statutes is created to read:
AB111,20,125 402.210 (3) The creation, attachment, perfection, or enforcement of a security
6interest in the seller's interest under a contract is not a transfer that materially
7changes the duty of or increases materially the burden or risk imposed on the buyer
8or impairs materially the buyer's chance of obtaining return performance within the
9purview of sub. (2) unless, and then only to the extent that, enforcement actually
10results in a delegation of material performance of the seller. Even in that event, the
11creation, attachment, perfection, and enforcement of the security interest remain
12effective, but:
AB111,20,1413 (a) The seller is liable to the buyer for damages caused by the delegation to the
14extent that the damages could not reasonably be prevented by the buyer; and
AB111,20,1715 (b) A court having jurisdiction may grant other appropriate relief, including
16cancellation of the contract for sale or an injunction against enforcement of the
17security interest or consummation of the enforcement.
AB111, s. 48 18Section 48. 402.210 (4) of the statutes is renumbered 402.210 (5).
AB111, s. 49 19Section 49. 402.210 (5) of the statutes is renumbered 402.210 (6).
AB111, s. 50 20Section 50. 402.326 (title) of the statutes is amended to read:
AB111,20,22 21402.326 (title) Sale on approval and sale or return; consignment sales
22and
rights of creditors.
AB111, s. 51 23Section 51. 402.326 (2) of the statutes is amended to read:
AB111,21,3
1402.326 (2) Except as provided in sub. (3), goods Goods held on approval are
2not subject to the claims of the buyer's creditors until acceptance; goods held on sale
3or return are subject to such claims while in the buyer's possession.
AB111, s. 52 4Section 52. 402.326 (3) of the statutes is repealed.
AB111, s. 53 5Section 53. 402.502 (title) of the statutes is amended to read:
AB111,21,7 6402.502 (title) Buyer's right to goods on seller's repudiation, failure to
7deliver, or
insolvency.
AB111, s. 54 8Section 54. 402.502 (1) of the statutes is renumbered 402.502 (1) (intro.) and
9amended to read:
AB111,21,1310 402.502 (1) (intro.) Subject to sub. subs. (2) and (3) and even though the goods
11have not been shipped a buyer who has paid a part or all of the price of goods in which
12the buyer has a special property under s. 402.501 may on making and keeping good
13a tender of any unpaid portion of their price recover them from the seller if:
AB111,21,15 14(b) In all cases, the seller becomes insolvent within 10 days after receipt of the
15first instalment installment on their price.
AB111, s. 55 16Section 55. 402.502 (1) (a) of the statutes is created to read:
AB111,21,1817 402.502 (1) (a) In the case of goods bought for personal, family, or household
18purposes, the seller repudiates or fails to deliver as required by the contract; or
AB111, s. 56 19Section 56. 402.502 (2) of the statutes is renumbered 402.502 (3).
AB111, s. 57 20Section 57. 402.502 (2) of the statutes is created to read:
AB111,21,2321 402.502 (2) The buyer's right to recover the goods under sub. (1) (a) vests upon
22acquisition of a special property, even if the seller had not then repudiated or failed
23to deliver.
AB111, s. 58 24Section 58. 402.716 (3) of the statutes is amended to read:
AB111,22,7
1402.716 (3) The buyer has a right of replevin for goods identified to the contract
2if after reasonable effort the buyer is unable to effect cover for such goods or the
3circumstances reasonably indicate that such effort will be unavailing or if the goods
4have been shipped under reservation and satisfaction of the security interest in them
5has been made or tendered. In the case of goods bought for personal, family, or
6household purposes, the buyer's right of replevin vests upon acquisition of a special
7property, even if the seller had not then repudiated or failed to deliver.
AB111, s. 59 8Section 59. 405.118 of the statutes is created to read:
AB111,22,12 9405.118 Security interest of issuer or nominated person. (1) An issuer
10or nominated person has a security interest in a document presented under a letter
11of credit to the extent that the issuer or nominated person honors or gives value for
12the presentation.
AB111,22,16 13(2) So long as and to the extent that an issuer or nominated person has not been
14reimbursed or has not otherwise recovered the value given with respect to a security
15interest in a document under sub. (1), the security interest continues and is subject
16to ch. 409, but:
AB111,22,1817 (a) A security agreement is not necessary to make the security interest
18enforceable under s. 409.203 (2) (c);
AB111,22,2019 (b) If the document is presented in a medium other than a written or other
20tangible medium, the security interest is perfected; and
AB111,22,2521 (c) If the document is presented in a written or other tangible medium and is
22not a certificated security, chattel paper, a document of title, an instrument, or a
23letter of credit, the security interest is perfected and has priority over a conflicting
24security interest in the document so long as the debtor does not have possession of
25the document.
AB111, s. 60
1Section 60. 406.102 (1) of the statutes is amended to read:
AB111,23,42 406.102 (1) A "bulk transfer" is any transfer in bulk and not in the ordinary
3course of the transferor's business of a major part in value of the inventory (s.
4409.109)
, as defined in s. 409.102 (1) (Ls), of an enterprise subject to this chapter.
AB111, s. 61 5Section 61. 406.102 (2) of the statutes is amended to read:
AB111,23,86 406.102 (2) A transfer of a substantial part of the equipment (s. 409.109), as
7defined in s. 409.102 (1) (i),
of such an enterprise is a bulk transfer if it is made in
8connection with a bulk transfer of inventory, but not otherwise.
AB111, s. 62 9Section 62. 407.503 (1) (a) of the statutes is amended to read:
AB111,23,1310 407.503 (1) (a) Delivered or entrusted them or any document of title covering
11them to the bailor or the bailor's nominee with actual or apparent authority to ship,
12store, or sell or with power to obtain delivery under s. 407.403 or with power of
13disposition under ss. s. 402.403 or 409.307 409.320 or other statute or rule of law; nor
AB111, s. 63 14Section 63. 408.103 (6) of the statutes is amended to read:
AB111,23,1615 408.103 (6) A commodity contract, as defined in s. 409.115 (1) (b) 409.102 (1)
16(dm)
, is not a security or a financial asset.
AB111, s. 64 17Section 64. 408.106 (4) (a) and (b) of the statutes are amended to read:
AB111,23,1818 408.106 (4) (a) The purchaser becomes the entitlement holder; or
AB111,23,2119 (b) The securities intermediary has agreed that it will comply with entitlement
20orders originated by the purchaser without further consent by the entitlement
21holder.; or
AB111, s. 65 22Section 65. 408.106 (4) (c) of the statutes is created to read:
AB111,23,2523 408.106 (4) (c) Another person has control of the security entitlement on behalf
24of the purchaser or, having previously acquired control of the security entitlement,
25acknowledges that it has control on behalf of the purchaser.
AB111, s. 66
1Section 66. 408.106 (6) of the statutes is amended to read:
AB111,24,72 408.106 (6) A purchaser who has satisfied the requirements of sub. (3) (b) or
3(4) (b) has control even if the registered owner in the case of sub. (3) (b) or the
4entitlement holder in the case of sub. (4) (b) retains the right to make substitutions
5for the uncertificated security or security entitlement, to originate instructions or
6entitlement orders to the issuer or securities intermediary, or otherwise to deal with
7the uncertificated security or security entitlement.
AB111, s. 67 8Section 67. 408.110 (5) (a) of the statutes is amended to read:
AB111,24,149 408.110 (5) (a) If an agreement between the securities intermediary and its
10entitlement holder specifies that it is governed by the law of a particular jurisdiction
11governing the securities account expressly provides that a particular jurisdiction is
12the securities intermediary's jurisdiction for purposes of this subchapter, this
13chapter, or chs. 401 to 411
, that jurisdiction is the securities intermediary's
14jurisdiction.
AB111, s. 68 15Section 68. 408.110 (5) (b) of the statutes is renumbered 408.110 (5) (c) and
16amended to read:
AB111,24,2117 408.110 (5) (c) If neither par. (a) nor par. (b) applies and an agreement between
18the securities intermediary and its entitlement holder does not specify the governing
19law as provided in par. (a), but
governing the securities account expressly specifies
20provides that the securities account is maintained at an office in a particular
21jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
AB111, s. 69 22Section 69. 408.110 (5) (b) of the statutes is created to read:
AB111,25,223 408.110 (5) (b) If par. (a) does not apply and an agreement between the
24securities intermediary and its entitlement holder governing the securities account

1expressly provides that the agreement is governed by the law of a particular
2jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
AB111, s. 70 3Section 70. 408.110 (5) (c) of the statutes is renumbered 408.110 (5) (d) and
4amended to read:
AB111,25,95 408.110 (5) (d) If an agreement between the securities intermediary and its
6entitlement holder does not specify a jurisdiction as provided in par. (a) or (b)
none
7of pars. (a) to (c) applies
, the securities intermediary's jurisdiction is the jurisdiction
8in which is located the office, identified in an account statement as the office serving
9the entitlement holder's account, is located.
AB111, s. 71 10Section 71. 408.110 (5) (d) of the statutes is renumbered 408.110 (5) (e) and
11amended to read:
AB111,25,1712 408.110 (5) (e) If an agreement between the securities intermediary and its
13entitlement holder does not specify a jurisdiction as provided in par. (a) or (b) and an
14account statement does not identify an office serving the entitlement holder's
15account as provided in par. (c)
none of pars. (a) to (d) applies, the securities
16intermediary's jurisdiction is the jurisdiction in which is located the chief executive
17office of the securities intermediary is located.
AB111, s. 72 18Section 72. 408.301 (1) (c) of the statutes is renumbered 408.301 (1) (c) (intro.)
19and amended to read:
AB111,25,2220 408.301 (1) (c) (intro.) A securities intermediary acting on behalf of the
21purchaser acquires possession of the security certificate, only if the certificate is in
22registered form and has been specially is:
AB111,25,24 233. Specially endorsed to the purchaser by an effective endorsement and has not
24been endorsed to the securities intermediary or in blank
.
AB111, s. 73 25Section 73. 408.301 (1) (c) 1. and 2. of the statutes are created to read:
AB111,26,1
1408.301 (1) (c) 1. Registered in the name of the purchaser;
AB111,26,22 2. Payable to the order of the purchaser; or
AB111, s. 74 3Section 74. 408.302 (1) of the statutes is amended to read:
AB111,26,64 408.302 (1) Except as otherwise provided in subs. (2) and (3), upon delivery a
5purchaser
of a certificated or uncertificated security to a purchaser, the purchaser
6acquires all rights in the security that the transferor had or had power to transfer.
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