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1. In the ordinary course of business is transferred by delivery with any
9necessary endorsement or assignment; and
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2. Is delivered under an agreement between persons in the business of dealing
11with such securities or financial assets; and
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(b) The agreement calls for delivery against payment.
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13(4) Security interest secures obligation to pay for delivery. The security
14interest described in sub. (3) secures the obligation to make payment for the delivery.
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15409.207 Rights and duties of secured party having possession or
16control of collateral. (1) Duty of care when secured party in possession. Except
17as otherwise provided in sub. (4), a secured party shall use reasonable care in the
18custody and preservation of collateral in the secured party's possession. In the case
19of chattel paper or an instrument, reasonable care includes taking necessary steps
20to preserve rights against prior parties unless otherwise agreed.
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21(2) Expenses, risks, duties, and rights when secured party in possession. 22Except as otherwise provided in sub. (4), if a secured party has possession of
23collateral:
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1(a) Reasonable expenses, including the cost of insurance and payment of taxes
2or other charges, incurred in the custody, preservation, use, or operation of the
3collateral are chargeable to the debtor and are secured by the collateral;
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(b) The risk of accidental loss or damage is on the debtor to the extent of a
5deficiency in any effective insurance coverage;
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(c) The secured party shall keep the collateral identifiable, but fungible
7collateral may be commingled; and
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(d) The secured party may use or operate the collateral:
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1. For the purpose of preserving the collateral or its value;
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2. As permitted by an order of a court having competent jurisdiction; or
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3. Except in the case of consumer goods, in the manner and to the extent agreed
12by the debtor.
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13(3) Duties and rights when secured party in possession or control. Except
14as otherwise provided in sub. (4), a secured party having possession of collateral or
15control of collateral under s. 409.104, 409.105, 409.106, or 409.107:
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(a) May hold as additional security any proceeds, except money or funds,
17received from the collateral;
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(b) Shall apply money or funds received from the collateral to reduce the
19secured obligation, unless remitted to the debtor; and
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(c) May create a security interest in the collateral.
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21(4) Buyer of certain rights to payment. If the secured party is a buyer of
22accounts, chattel paper, payment intangibles, or promissory notes or a consignor:
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(a) Subsection (1) does not apply unless the secured party is entitled under an
24agreement:
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1. To charge back uncollected collateral; or
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12. Otherwise to full or limited recourse against the debtor or a secondary obligor
2based on the nonpayment or other default of an account debtor or other obligor on
3the collateral; and
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(b) Subsections (1) and (2) do not apply.
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5409.208 Additional duties of secured party having control of collateral.
6(1) Applicability of section. This section applies to cases in which there is no
7outstanding secured obligation and the secured party is not committed to make
8advances, incur obligations, or otherwise give value.
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9(2) Duties of secured party after receiving demand from debtor. Within 10
10days after receiving an authenticated demand by the debtor:
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(a) A secured party having control of a deposit account under s. 409.104 (1) (b)
12shall send to the bank with which the deposit account is maintained an
13authenticated statement that releases the bank from any further obligation to
14comply with instructions originated by the secured party;
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(b) A secured party having control of a deposit account under s. 409.104 (1) (c)
16shall:
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1. Pay the debtor the balance on deposit in the deposit account; or
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2. Transfer the balance on deposit into a deposit account in the debtor's name;
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(c) A secured party, other than a buyer, having control of electronic chattel
20paper under s. 409.105 shall:
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1. Communicate the authoritative copy of the electronic chattel paper to the
22debtor or its designated custodian;
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2. If the debtor designates a custodian that is the designated custodian with
24which the authoritative copy of the electronic chattel paper is maintained for the
25secured party, communicate to the custodian an authenticated record releasing the
1designated custodian from any further obligation to comply with instructions
2originated by the secured party and instructing the custodian to comply with
3instructions originated by the debtor; and
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3. Take appropriate action to enable the debtor or its designated custodian to
5make copies of or revisions to the authoritative copy which add or change an
6identified assignee of the authoritative copy without the consent of the secured party;
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(d) A secured party having control of investment property under s. 408.106 (4)
8(b) or 409.106 (2) shall send to the securities intermediary or commodity
9intermediary with which the security entitlement or commodity contract is
10maintained an authenticated record that releases the securities intermediary or
11commodity intermediary from any further obligation to comply with entitlement
12orders or directions originated by the secured party; and
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(e) A secured party having control of a letter-of-credit right under s. 409.107
14shall send to each person having an unfulfilled obligation to pay or deliver proceeds
15of the letter of credit to the secured party an authenticated release from any further
16obligation to pay or deliver proceeds of the letter of credit to the secured party.
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17409.209 Duties of secured party if account debtor has been notified of
18assignment.
(1) Applicability of section. Except as otherwise provided in sub. (3),
19this section applies if:
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(a) There is no outstanding secured obligation; and
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(b) The secured party is not committed to make advances, incur obligations, or
22otherwise give value.
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23(2) Duties of secured party after receiving demand from debtor. Within 10
24days after receiving an authenticated demand by the debtor, a secured party shall
25send to an account debtor that has received notification of an assignment to the
1secured party as assignee under s. 409.406 (1) an authenticated record that releases
2the account debtor from any further obligation to the secured party.
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3(3) Inapplicability to sales. This section does not apply to an assignment
4constituting the sale of an account, chattel paper, or payment intangible.
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5409.210 Request for accounting; request regarding list of collateral or
6statement of account. (1) Definitions. In this section:
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(a) "Request" means a record of a type described in par. (b), (c), or (d).
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(b) "Request for an accounting" means a record authenticated by a debtor
9requesting that the recipient provide an accounting of the unpaid obligations secured
10by collateral and reasonably identifying the transaction or relationship that is the
11subject of the request.
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(c) "Request regarding a list of collateral" means a record authenticated by a
13debtor requesting that the recipient approve or correct a list of what the debtor
14believes to be the collateral securing an obligation and reasonably identifying the
15transaction or relationship that is the subject of the request.
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(d) "Request regarding a statement of account" means a record authenticated
17by a debtor requesting that the recipient approve or correct a statement indicating
18what the debtor believes to be the aggregate amount of unpaid obligations secured
19by collateral as of a specified date and reasonably identifying the transaction or
20relationship that is the subject of the request.
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21(2) Duty to respond to requests. Subject to subs. (3) to (6), a secured party,
22other than a buyer of accounts, chattel paper, payment intangibles, or promissory
23notes or a consignor, shall comply with a request within 14 days after receipt:
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(a) In the case of a request for an accounting, by authenticating and sending
25to the debtor an accounting; and
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1(b) In the case of a request regarding a list of collateral or a request regarding
2a statement of account, by authenticating and sending to the debtor an approval or
3correction.
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4(3) Request regarding list of collateral; statement concerning type of
5collateral. A secured party that claims a security interest in all of a particular type
6of collateral owned by the debtor may comply with a request regarding a list of
7collateral by sending to the debtor an authenticated record including a statement to
8that effect within 14 days after receipt.
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9(4) Request regarding list of collateral; no interest claimed. A person that
10receives a request regarding a list of collateral, claims no interest in the collateral
11when it receives the request, and claimed an interest in the collateral at an earlier
12time shall comply with the request within 14 days after receipt by sending to the
13debtor an authenticated record:
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(a) Disclaiming any interest in the collateral; and
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(b) If known to the recipient, providing the name and mailing address of any
16assignee of or successor to the recipient's interest in the collateral.
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17(5) Request for accounting or regarding statement of account; no interest
18in obligation claimed. A person that receives a request for an accounting or a request
19regarding a statement of account, claims no interest in the obligations when it
20receives the request, and claimed an interest in the obligations at an earlier time
21shall comply with the request within 14 days after receipt by sending to the debtor
22an authenticated record:
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(a) Disclaiming any interest in the obligations; and
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(b) If known to the recipient, providing the name and mailing address of any
25assignee of or successor to the recipient's interest in the obligations.
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1(6) Charges for responses. A debtor is entitled without charge to one response
2to a request under this section during any 6-month period. The secured party may
3require payment of a charge not exceeding $25 for each additional response.
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subchapter III
5PERFECTION AND PRIORITY
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6409.301 Law governing perfection and priority of security interests. 7Except as otherwise provided in ss. 409.303 to 409.306, the following rules determine
8the law governing perfection, the effect of perfection or nonperfection, and the
9priority of a security interest in collateral:
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10(1) Location of debtor. Except as otherwise provided in this section, while a
11debtor is located in a jurisdiction, the local law of that jurisdiction governs perfection,
12the effect of perfection or nonperfection, and the priority of a security interest in
13collateral.
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14(2) Location of collateral. While collateral is located in a jurisdiction, the
15local law of that jurisdiction governs perfection, the effect of perfection or
16nonperfection, and the priority of a possessory security interest in that collateral.
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17(3) Location of property. Except as otherwise provided in sub. (4), while
18negotiable documents, goods, instruments, money, or tangible chattel paper is
19located in a jurisdiction, the local law of that jurisdiction governs:
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(a) Perfection of a security interest in the goods by filing a fixture filing;
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(b) Perfection of a security interest in timber to be cut; and
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(c) The effect of perfection or nonperfection and the priority of a nonpossessory
23security interest in the collateral.
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1(4) Location of wellhead or minehead. The local law of the jurisdiction in
2which the wellhead or minehead is located governs perfection, the effect of perfection
3or nonperfection, and the priority of a security interest in as-extracted collateral.
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4409.302 Law governing perfection and priority of agricultural liens. 5While farm products are located in a jurisdiction, the local law of that jurisdiction
6governs perfection, the effect of perfection or nonperfection, and the priority of an
7agricultural lien on the farm products.
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8409.303 Law governing perfection and priority of security interests in
9goods covered by a certificate of title. (1) Applicability of section. This section
10applies to goods covered by a certificate of title, even if there is no other relationship
11between the jurisdiction under whose certificate of title the goods are covered and the
12goods or the debtor.
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13(2) When goods covered by certificate of title. Goods become covered by a
14certificate of title when a valid application for the certificate of title and the
15applicable fee are delivered to the appropriate authority. Goods cease to be covered
16by a certificate of title at the earlier of the time the certificate of title ceases to be
17effective under the law of the issuing jurisdiction or the time the goods become
18covered subsequently by a certificate of title issued by another jurisdiction.
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19(3) Applicable law. The local law of the jurisdiction under whose certificate of
20title the goods are covered governs perfection, the effect of perfection or
21nonperfection, and the priority of a security interest in goods covered by a certificate
22of title from the time the goods become covered by the certificate of title until the
23goods cease to be covered by the certificate of title.
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24409.304 Law governing perfection and priority of security interests in
25deposit accounts.
(1) Law of bank's jurisdiction governs. The local law of a bank's
1jurisdiction governs perfection, the effect of perfection or nonperfection, and the
2priority of a security interest in a deposit account maintained with that bank.
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3(2) Bank's jurisdiction. The following rules determine a bank's jurisdiction for
4purposes of this subchapter:
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(a) If an agreement between the bank and the debtor governing the deposit
6account expressly provides that a particular jurisdiction is the bank's jurisdiction for
7purposes of this subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the
8bank's jurisdiction.
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(b) If par. (a) does not apply and an agreement between the bank and its
10customer governing the deposit account expressly provides that the agreement is
11governed by the law of a particular jurisdiction, that jurisdiction is the bank's
12jurisdiction.
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(c) If neither par. (a) nor par. (b) applies and an agreement between the bank
14and its customer governing the deposit account expressly provides that the deposit
15account is maintained at an office in a particular jurisdiction, that jurisdiction is the
16bank's jurisdiction.
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(d) If none of pars. (a) to (c) applies, the bank's jurisdiction is the jurisdiction
18in which the office identified in an account statement as the office serving the
19customer's account is located.
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(e) If none of pars. (a) to (d) applies, the bank's jurisdiction is the jurisdiction
21in which the chief executive office of the bank is located.
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22409.305 Law governing perfection and priority of security interests in
23investment property.
(1) Governing law: general rules. Except as otherwise
24provided in sub. (3), the following rules apply:
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1(a) While a security certificate is located in a jurisdiction, the local law of that
2jurisdiction governs perfection, the effect of perfection or nonperfection, and the
3priority of a security interest in the certificated security represented thereby.
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(b) The local law of the issuer's jurisdiction as specified in s. 408.110 (4) governs
5perfection, the effect of perfection or nonperfection, and the priority of a security
6interest in an uncertificated security.
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(c) The local law of the securities intermediary's jurisdiction as specified in s.
8408.110 (5) governs perfection, the effect of perfection or nonperfection, and the
9priority of a security interest in a security entitlement or securities account.
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(d) The local law of the commodity intermediary's jurisdiction governs
11perfection, the effect of perfection or nonperfection, and the priority of a security
12interest in a commodity contract or commodity account.
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13(2) Commodity intermediary's jurisdiction. The following rules determine a
14commodity intermediary's jurisdiction for purposes of this subchapter:
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(a) If an agreement between the commodity intermediary and commodity
16customer governing the commodity account expressly provides that a particular
17jurisdiction is the commodity intermediary's jurisdiction for purposes of this
18subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the commodity
19intermediary's jurisdiction.
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(b) If par. (a) does not apply and an agreement between the commodity
21intermediary and commodity customer governing the commodity account expressly
22provides that the agreement is governed by the law of a particular jurisdiction, that
23jurisdiction is the commodity intermediary's jurisdiction.
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(c) If neither par. (a) nor par. (b) applies and an agreement between the
25commodity intermediary and commodity customer governing the commodity
1account expressly provides that the commodity account is maintained at an office in
2a particular jurisdiction, that jurisdiction is the commodity intermediary's
3jurisdiction.
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(d) If none of pars. (a) to (c) applies, the commodity intermediary's jurisdiction
5is the jurisdiction in which the office identified in an account statement as the office
6serving the commodity customer's account is located.
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(e) If none of pars. (a) to (d) applies, the commodity intermediary's jurisdiction
8is the jurisdiction in which the chief executive office of the commodity intermediary
9is located.
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10(3) When perfection governed by law of jurisdiction where debtor located.
11The local law of the jurisdiction in which the debtor is located governs:
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(a) Perfection of a security interest in investment property by filing;
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(b) Automatic perfection of a security interest in investment property created
14by a broker or securities intermediary; and