SB9-SSA1,14,23 19342.24 Method of perfecting exclusive. The Subject to s. 409.311 (4), the
20method provided in this chapter of perfecting and giving notice of security interests
21subject to this chapter is exclusive. Security interests subject to this chapter are
22hereby exempted from the provisions of law which otherwise require or relate to the
23filing of instruments creating or evidencing security interests.
SB9-SSA1, s. 40 24Section 40. 344.185 (3) (intro.) of the statutes is amended to read:
SB9-SSA1,15,2
1344.185 (3) (intro.) Notwithstanding ss. 409.501 to 409.507 subch. VI of ch. 409
2and ch. 425:
SB9-SSA1, s. 41 3Section 41. 401.105 (2) (e) of the statutes is repealed and recreated to read:
SB9-SSA1,15,64 401.105 (2) (e) Sections 409.301 to 409.307 on law governing perfection, the
5effect of perfection or nonperfection, and the priority of security interests and
6agricultural liens.
SB9-SSA1, s. 42 7Section 42. 401.201 (9) of the statutes is amended to read:
SB9-SSA1,16,28 401.201 (9) "Buyer in ordinary course of business" means a person who that
9buys goods
in good faith and, without knowledge that the sale to the person is in
10violation of
violates the ownership rights or security interest of a 3rd party of another
11person
in the goods buys, and in the ordinary course from a person, other than a
12pawnbroker,
in the business of selling goods of that kind but does not include a
13pawnbroker. All persons who sell minerals or the like (including oil and gas) at
14wellhead or minehead shall be deemed to be persons
. A person buys goods in the
15ordinary course if the sale to the person comports with the usual or customary
16practices in the kind of business in which the seller is engaged or with the seller's own
17usual or customary practices. A person that sells oil, gas, or other minerals at the
18wellhead or minehead is a person
in the business of selling goods of that kind.
19"Buying" A buyer in ordinary course of business may be buy for cash or, by exchange
20of other property, or on secured or unsecured credit , and includes receiving may
21acquire
goods or documents of title under a preexisting contract for sale but does not
22include a transfer in bulk or as security for or in total or partial satisfaction of a
23money debt
. Only a buyer that takes possession of the goods or has a right to recover
24the goods from the seller under ch. 402 may be a buyer in ordinary course of business.

1A person that acquires goods in a transfer in bulk or as security for or in total or
2partial satisfaction of a money debt is not a buyer in ordinary course of business
.
SB9-SSA1, s. 43 3Section 43. 401.201 (32) of the statutes is amended to read:
SB9-SSA1,16,64 401.201 (32) "Purchase" includes taking by sale, discount, negotiation,
5mortgage, pledge, lien, security interest, issue or reissue, gift or any other voluntary
6transaction creating an interest in property.
SB9-SSA1, s. 44 7Section 44. 401.201 (37) (a) of the statutes is amended to read:
SB9-SSA1,16,238 401.201 (37) (a) "Security interest" means an interest in personal property or
9fixtures that which secures payment or performance of an obligation. The retention
10or reservation of title by a seller of goods notwithstanding shipment or delivery to the
11buyer is limited in effect to a reservation of a "security interest".
The term also
12includes any interest of a consignor and a buyer of accounts or, chattel paper, a
13payment intangible, or a promissory note in a transaction
that is subject to ch. 409.
14The special property interest of a buyer of goods on identification of such those goods
15to a contract for sale under s. 402.401 is not a "security interest", but a buyer may
16also acquire a "security interest" by complying with ch. 409. Unless a lease or
17consignment is intended as security, reservation of title thereunder is not a "security
18interest" but a consignment is in any event subject to s. 402.326
Except as otherwise
19provided in s. 402.505, the right of a seller or lessor of goods under ch. 402 or 411 to
20retain or acquire possession of the goods is not a security interest, but a seller or
21lessor may also acquire a security interest by complying with ch. 409. The retention
22or reservation of title by a seller of goods notwithstanding shipment or delivery to the
23buyer under s. 402.401 is limited in effect to a reservation of a security interest
.
SB9-SSA1, s. 45 24Section 45. 402.103 (3) (d) of the statutes is amended to read:
SB9-SSA1,16,2525 402.103 (3) (d) "Consumer goods" — s. 409.109 409.102.
SB9-SSA1, s. 46
1Section 46. 402.210 (3) of the statutes is renumbered 402.210 (4).
SB9-SSA1, s. 47 2Section 47. 402.210 (3) of the statutes is created to read:
SB9-SSA1,17,103 402.210 (3) The creation, attachment, perfection, or enforcement of a security
4interest in the seller's interest under a contract is not a transfer that materially
5changes the duty of or increases materially the burden or risk imposed on the buyer
6or impairs materially the buyer's chance of obtaining return performance within the
7purview of sub. (2) unless, and then only to the extent that, enforcement actually
8results in a delegation of material performance of the seller. Even in that event, the
9creation, attachment, perfection, and enforcement of the security interest remain
10effective, but:
SB9-SSA1,17,1211 (a) The seller is liable to the buyer for damages caused by the delegation to the
12extent that the damages could not reasonably be prevented by the buyer; and
SB9-SSA1,17,1513 (b) A court having jurisdiction may grant other appropriate relief, including
14cancellation of the contract for sale or an injunction against enforcement of the
15security interest or consummation of the enforcement.
SB9-SSA1, s. 48 16Section 48. 402.210 (4) of the statutes is renumbered 402.210 (5).
SB9-SSA1, s. 49 17Section 49. 402.210 (5) of the statutes is renumbered 402.210 (6).
SB9-SSA1, s. 50 18Section 50. 402.326 (title) of the statutes is amended to read:
SB9-SSA1,17,20 19402.326 (title) Sale on approval and sale or return; consignment sales
20and
rights of creditors.
SB9-SSA1, s. 51 21Section 51. 402.326 (2) of the statutes is amended to read:
SB9-SSA1,17,2422 402.326 (2) Except as provided in sub. (3), goods Goods held on approval are
23not subject to the claims of the buyer's creditors until acceptance; goods held on sale
24or return are subject to such claims while in the buyer's possession.
SB9-SSA1, s. 52 25Section 52. 402.326 (3) of the statutes is repealed.
SB9-SSA1, s. 53
1Section 53. 402.502 (title) of the statutes is amended to read:
SB9-SSA1,18,3 2402.502 (title) Buyer's right to goods on seller's repudiation, failure to
3deliver, or
insolvency.
SB9-SSA1, s. 54 4Section 54. 402.502 (1) of the statutes is renumbered 402.502 (1) (intro.) and
5amended to read:
SB9-SSA1,18,96 402.502 (1) (intro.) Subject to sub. subs. (2) and (3) and even though the goods
7have not been shipped a buyer who has paid a part or all of the price of goods in which
8the buyer has a special property under s. 402.501 may on making and keeping good
9a tender of any unpaid portion of their price recover them from the seller if:
SB9-SSA1,18,11 10(b) In all cases, the seller becomes insolvent within 10 days after receipt of the
11first instalment installment on their price.
SB9-SSA1, s. 55 12Section 55. 402.502 (1) (a) of the statutes is created to read:
SB9-SSA1,18,1413 402.502 (1) (a) In the case of goods bought for personal, family, or household
14purposes, the seller repudiates or fails to deliver as required by the contract; or
SB9-SSA1, s. 56 15Section 56. 402.502 (2) of the statutes is renumbered 402.502 (3).
SB9-SSA1, s. 57 16Section 57. 402.502 (2) of the statutes is created to read:
SB9-SSA1,18,1917 402.502 (2) The buyer's right to recover the goods under sub. (1) (a) vests upon
18acquisition of a special property, even if the seller had not then repudiated or failed
19to deliver.
SB9-SSA1, s. 58 20Section 58. 402.716 (3) of the statutes is amended to read:
SB9-SSA1,19,221 402.716 (3) The buyer has a right of replevin for goods identified to the contract
22if after reasonable effort the buyer is unable to effect cover for such goods or the
23circumstances reasonably indicate that such effort will be unavailing or if the goods
24have been shipped under reservation and satisfaction of the security interest in them
25has been made or tendered. In the case of goods bought for personal, family, or

1household purposes, the buyer's right of replevin vests upon acquisition of a special
2property, even if the seller had not then repudiated or failed to deliver.
SB9-SSA1, s. 59 3Section 59. 405.118 of the statutes is created to read:
SB9-SSA1,19,7 4405.118 Security interest of issuer or nominated person. (1) An issuer
5or nominated person has a security interest in a document presented under a letter
6of credit to the extent that the issuer or nominated person honors or gives value for
7the presentation.
SB9-SSA1,19,11 8(2) So long as and to the extent that an issuer or nominated person has not been
9reimbursed or has not otherwise recovered the value given with respect to a security
10interest in a document under sub. (1), the security interest continues and is subject
11to ch. 409, but:
SB9-SSA1,19,1312 (a) A security agreement is not necessary to make the security interest
13enforceable under s. 409.203 (2) (c);
SB9-SSA1,19,1514 (b) If the document is presented in a medium other than a written or other
15tangible medium, the security interest is perfected; and
SB9-SSA1,19,2016 (c) If the document is presented in a written or other tangible medium and is
17not a certificated security, chattel paper, a document of title, an instrument, or a
18letter of credit, the security interest is perfected and has priority over a conflicting
19security interest in the document so long as the debtor does not have possession of
20the document.
SB9-SSA1, s. 60 21Section 60. 406.102 (1) of the statutes is amended to read:
SB9-SSA1,19,2422 406.102 (1) A "bulk transfer" is any transfer in bulk and not in the ordinary
23course of the transferor's business of a major part in value of the inventory (s.
24409.109)
, as defined in s. 409.102 (1) (Ls), of an enterprise subject to this chapter.
SB9-SSA1, s. 61 25Section 61. 406.102 (2) of the statutes is amended to read:
SB9-SSA1,20,3
1406.102 (2) A transfer of a substantial part of the equipment (s. 409.109), as
2defined in s. 409.102 (1) (i),
of such an enterprise is a bulk transfer if it is made in
3connection with a bulk transfer of inventory, but not otherwise.
SB9-SSA1, s. 62 4Section 62. 407.503 (1) (a) of the statutes is amended to read:
SB9-SSA1,20,85 407.503 (1) (a) Delivered or entrusted them or any document of title covering
6them to the bailor or the bailor's nominee with actual or apparent authority to ship,
7store, or sell or with power to obtain delivery under s. 407.403 or with power of
8disposition under ss. s. 402.403 or 409.307 409.320 or other statute or rule of law; nor
SB9-SSA1, s. 63 9Section 63. 408.103 (6) of the statutes is amended to read:
SB9-SSA1,20,1110 408.103 (6) A commodity contract, as defined in s. 409.115 (1) (b) 409.102 (1)
11(dm)
, is not a security or a financial asset.
SB9-SSA1, s. 64 12Section 64. 408.106 (4) (a) and (b) of the statutes are amended to read:
SB9-SSA1,20,1313 408.106 (4) (a) The purchaser becomes the entitlement holder; or
SB9-SSA1,20,1614 (b) The securities intermediary has agreed that it will comply with entitlement
15orders originated by the purchaser without further consent by the entitlement
16holder.; or
SB9-SSA1, s. 65 17Section 65. 408.106 (4) (c) of the statutes is created to read:
SB9-SSA1,20,2018 408.106 (4) (c) Another person has control of the security entitlement on behalf
19of the purchaser or, having previously acquired control of the security entitlement,
20acknowledges that it has control on behalf of the purchaser.
SB9-SSA1, s. 66 21Section 66. 408.106 (6) of the statutes is amended to read:
SB9-SSA1,21,222 408.106 (6) A purchaser who has satisfied the requirements of sub. (3) (b) or
23(4) (b) has control even if the registered owner in the case of sub. (3) (b) or the
24entitlement holder in the case of sub. (4) (b) retains the right to make substitutions
25for the uncertificated security or security entitlement, to originate instructions or

1entitlement orders to the issuer or securities intermediary , or otherwise to deal with
2the uncertificated security or security entitlement.
SB9-SSA1, s. 67 3Section 67. 408.110 (5) (a) of the statutes is amended to read:
SB9-SSA1,21,94 408.110 (5) (a) If an agreement between the securities intermediary and its
5entitlement holder specifies that it is governed by the law of a particular jurisdiction
6governing the securities account expressly provides that a particular jurisdiction is
7the securities intermediary's jurisdiction for purposes of this subchapter, this
8chapter, or chs. 401 to 411
, that jurisdiction is the securities intermediary's
9jurisdiction.
SB9-SSA1, s. 68 10Section 68. 408.110 (5) (b) of the statutes is renumbered 408.110 (5) (c) and
11amended to read:
SB9-SSA1,21,1612 408.110 (5) (c) If neither par. (a) nor par. (b) applies and an agreement between
13the securities intermediary and its entitlement holder does not specify the governing
14law as provided in par. (a), but
governing the securities account expressly specifies
15provides that the securities account is maintained at an office in a particular
16jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
SB9-SSA1, s. 69 17Section 69. 408.110 (5) (b) of the statutes is created to read:
SB9-SSA1,21,2118 408.110 (5) (b) If par. (a) does not apply and an agreement between the
19securities intermediary and its entitlement holder governing the securities account
20expressly provides that the agreement is governed by the law of a particular
21jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
SB9-SSA1, s. 70 22Section 70. 408.110 (5) (c) of the statutes is renumbered 408.110 (5) (d) and
23amended to read:
SB9-SSA1,22,324 408.110 (5) (d) If an agreement between the securities intermediary and its
25entitlement holder does not specify a jurisdiction as provided in par. (a) or (b)
none

1of pars. (a) to (c) applies
, the securities intermediary's jurisdiction is the jurisdiction
2in which is located the office, identified in an account statement as the office serving
3the entitlement holder's account, is located.
SB9-SSA1, s. 71 4Section 71. 408.110 (5) (d) of the statutes is renumbered 408.110 (5) (e) and
5amended to read:
SB9-SSA1,22,116 408.110 (5) (e) If an agreement between the securities intermediary and its
7entitlement holder does not specify a jurisdiction as provided in par. (a) or (b) and an
8account statement does not identify an office serving the entitlement holder's
9account as provided in par. (c)
none of pars. (a) to (d) applies, the securities
10intermediary's jurisdiction is the jurisdiction in which is located the chief executive
11office of the securities intermediary is located.
SB9-SSA1, s. 72 12Section 72. 408.301 (1) (c) of the statutes is renumbered 408.301 (1) (c) (intro.)
13and amended to read:
SB9-SSA1,22,1614 408.301 (1) (c) (intro.) A securities intermediary acting on behalf of the
15purchaser acquires possession of the security certificate, only if the certificate is in
16registered form and has been specially is:
SB9-SSA1,22,18 173. Specially endorsed to the purchaser by an effective endorsement and has not
18been endorsed to the securities intermediary or in blank
.
SB9-SSA1, s. 73 19Section 73. 408.301 (1) (c) 1. and 2. of the statutes are created to read:
SB9-SSA1,22,2020 408.301 (1) (c) 1. Registered in the name of the purchaser;
SB9-SSA1,22,2121 2. Payable to the order of the purchaser; or
SB9-SSA1, s. 74 22Section 74. 408.302 (1) of the statutes is amended to read:
SB9-SSA1,22,2523 408.302 (1) Except as otherwise provided in subs. (2) and (3), upon delivery a
24purchaser
of a certificated or uncertificated security to a purchaser, the purchaser
25acquires all rights in the security that the transferor had or had power to transfer.
SB9-SSA1, s. 75
1Section 75. 408.510 (1) of the statutes is amended to read:
SB9-SSA1,23,72 408.510 (1) An In a case not covered by the priority rules in ch. 409 or the rules
3stated in sub. (3), an
action based on an adverse claim to a financial asset or security
4entitlement, whether framed in conversion, replevin, constructive trust, equitable
5lien, or other theory, may not be asserted against a person who purchases a security
6entitlement, or an interest therein, from an entitlement holder if the purchaser gives
7value, does not have notice of the adverse claim, and obtains control.
SB9-SSA1, s. 76 8Section 76. 408.510 (3) of the statutes is renumbered 408.510 (3) (intro.) and
9amended to read:
SB9-SSA1,23,1510 408.510 (3) (intro.) In a case not covered by the priority rules in ch. 409, a
11purchaser for value of a security entitlement, or an interest therein, who obtains
12control has priority over a purchaser of a security entitlement, or an interest therein,
13who does not obtain control. Purchasers Except as otherwise provided in sub. (4),
14purchasers
who have control rank equally, except that a according to priority in time
15of:
SB9-SSA1,23,17 16(4) A securities intermediary as purchaser has priority over a conflicting
17purchaser who has control unless otherwise agreed by the securities intermediary.
SB9-SSA1, s. 77 18Section 77. 408.510 (3) (a) to (c) of the statutes are created to read:
SB9-SSA1,23,2119 408.510 (3) (a) The purchaser's becoming the person for whom the securities
20account, in which the security entitlement is carried, is maintained, if the purchaser
21obtained control under s. 408.106 (4) (a);
SB9-SSA1,23,2522 (b) The securities intermediary's agreement to comply with the purchaser's
23entitlement orders with respect to security entitlements carried or to be carried in
24the securities account in which the security entitlement is carried, if the purchaser
25obtained control under s. 408.106 (4) (b); or
SB9-SSA1,24,3
1(c) If the purchaser obtained control through another person under s. 408.106
2(4) (c), the time on which priority would be based under this subsection if the other
3person were the secured party.
SB9-SSA1, s. 78 4Section 78. Chapter 409 of the statutes is repealed and recreated to read:
SB9-SSA1,24,75 Chapter 409
6 uniform commercial code —
7 secured transactions
SB9-SSA1,24,98 Subchapter I
9GENERAL PROVISIONS
SB9-SSA1,24,11 10409.101 Short title. This chapter may be cited as uniform commercial code
11— secured transactions.
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