409.104(10)
(10) Except to the extent that provision is made for fixtures in
s. 409.313, to the creation or transfer of an interest in or lien on real estate, including a lease or rents thereunder and including an interest in or lien on real estate owned by a public utility even though for some purposes such real estate is deemed to be personal property; or
409.104(11)
(11) To a transfer in whole or in part of any claim arising out of tort; or
409.104(12)
(12) To a contract between a cooperative association and a member thereof, authorized by
s. 185.41; or
409.104(13)
(13) To a transfer of an interest in any deposit account as defined in
s. 409.105 (1), except as provided with respect to proceeds under
s. 409.306 and priorities in proceeds under
s. 409.312.
409.104 History
History: 1973 c. 215.
409.104 Note
Legislative Council Note, 1973: Sub. (2) is amended to make it clear that contractual landlord's liens are not exempt from coverage by ch. 409. Wisconsin has abolished the common law landlord's lien, distress for rent. See s. 704.11, Wis. Stats. (Bill 177-S)
409.105
409.105
Definitions and index of definitions. 409.105(1)
(1) In this chapter unless the context otherwise requires:
409.105(1)(a)
(a) "Account debtor" means the person who is obligated on an account, chattel paper or general intangible.
409.105(1)(b)
(b) "Chattel paper" means a writing or writings which evidence both a monetary obligation and a security interest in or a lease of specific goods, but a charter or other contract involving the use or hire of a vessel is not chattel paper. When a transaction is evidenced both by such a security agreement or a lease and by an instrument or a series of instruments, the group of writings taken together constitutes chattel paper.
409.105(1)(c)
(c) "Collateral" means the property subject to a security interest, and includes accounts and chattel paper which have been sold.
409.105(1)(d)
(d) "Debtor" means the person who owes payment or other performance of the obligation secured, whether or not that person owns or has rights in the collateral, and includes the seller of accounts or chattel paper. Where the debtor and the owner of the collateral are not the same person, the term "debtor" means the owner of the collateral in any provision of the chapter dealing with the collateral, the obligor in any provision dealing with the obligation, and may include both where the context so requires.
409.105(1)(dm)
(dm) "Department" means the department of financial institutions.
409.105(1)(e)
(e) "Deposit account" means a demand, time, savings, passbook or like account maintained with a bank, savings bank, savings and loan association, credit union or like organization, other than an account evidenced by a certificate of deposit.
409.105(1)(g)
(g) "Encumbrance" includes real estate mortgages and other liens on real estate and all other rights in real estate that are not ownership interests.
409.105(1)(h)
(h) "Goods" includes all things which are movable at the time the security interest attaches or which are fixtures (
s. 409.313), but does not include money, documents, instruments, accounts, chattel paper, general intangibles or minerals or the like (including oil and gas) before extraction. "Goods" also includes standing timber which is to be cut and removed under a conveyance or contract for sale, the unborn young of animals and growing crops.
409.105(1)(i)
(i) "Instrument" means a negotiable instrument as defined in
s. 403.104 or a certificated security as defined in
s. 408.102 or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease and is of a type which is in ordinary course of business transferred by delivery with any necessary endorsement or assignment.
409.105(1)(j)
(j) "Mortgage" means a consensual interest created by a real estate mortgage, a trust deed on real estate, or the like.
409.105(1)(k)
(k) An advance is made "pursuant to commitment" if the secured party has bound himself or herself to make it, whether or not a subsequent event of default or other event not within the secured party's control has relieved or may relieve the secured party from the secured party's obligation.
409.105(1)(L)
(L) "Secured party" means a lender, seller or other person in whose favor there is a security interest, including a person to whom accounts or chattel paper have been sold. When the holders of obligations issued under an indenture of trust, equipment trust agreement or the like are represented by a trustee or other person, the representative is the secured party.
409.105(1)(m)
(m) "Security agreement" means an agreement which creates or provides for a security interest.
409.105(1)(n)
(n) "Transmitting utility" means any person primarily engaged in the railroad business, the electric or electronics communications transmission business, the transmission of goods by pipeline, or the transmission or the production and transmission of electricity, steam, gas or water, or the provision of sewer service.
409.105(2)
(2) Other definitions applying to this chapter and the sections in which they appear are:
409.105(3)
(3) The following definitions in other chapters apply to this chapter:
409.105(4)
(4) In addition
ch. 401 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
409.106
409.106
Definitions: "account"; "general intangibles". "Account" means any right to payment for goods sold or leased or for services rendered which is not evidenced by an instrument or chattel paper, whether or not it has been earned by performance. "General intangibles" means any personal property (including things in action) other than goods, accounts, chattel paper, documents, instruments and money. All rights to payment earned or unearned under a charter or other contract involving the use or hire of a vessel and all rights incident to the charter or contract are accounts.
409.106 History
History: 1973 c. 215.
409.107
409.107
Definitions: "purchase money security interest". A security interest is a "purchase money security interest" to the extent that it is:
409.107(1)
(1) Taken or retained by the seller of the collateral to secure all or part of its price; or
409.107(2)
(2) Taken by a person who by making advances or incurring an obligation gives value to enable the debtor to acquire rights in or the use of collateral if such value is in fact so used.
409.108
409.108
When after-acquired collateral not security for antecedent debt. Where a secured party makes an advance, incurs an obligation, releases a perfected security interest, or otherwise gives new value which is to be secured in whole or in part by after-acquired property the secured party's security interest in the after-acquired collateral shall be deemed to be taken for new value and not as security for an antecedent debt if the debtor acquires the debtor's rights in such collateral either in the ordinary course of the debtor's business or under a contract of purchase made pursuant to the security agreement within a reasonable time after new value is given.
409.108 History
History: 1991 a. 316.
409.108 Annotation
Security interests in after-acquired property under the uniform commercial code. Skilton, 1974 WLR 925.
409.109
409.109
Classification of goods; "consumer goods"; "equipment"; "farm products"; "inventory". Goods are:
409.109(1)
(1) "Consumer goods" if they are used or bought for use primarily for personal, family or household purposes;
409.109(2)
(2) "Equipment" if they are used or bought for use primarily in business (including farming or a profession) or by a debtor who is a nonprofit organization or a governmental subdivision or agency or if the goods are not included in the definitions of inventory, farm products or consumer goods;
409.109(3)
(3) "Farm products" if they are crops or livestock or supplies used or produced in farming operations or if they are products of crops or livestock in their unmanufactured states (such as ginned cotton, wool-clip, maple syrup, milk and eggs), and if they are in the possession of a debtor engaged in raising, fattening, grazing or other farming operations. If goods are farm products they are neither equipment nor inventory;
409.109(4)
(4) "Inventory" if they are held by a person who holds them for sale or lease or to be furnished under contracts of service or if the person has so furnished them, or if they are raw materials, work in process or materials used or consumed in a business. Inventory of a person is not to be classified as the person's equipment.
409.109 History
History: 1991 a. 316.
409.109 Annotation
See note to 409.203, citing Milwaukee Mack Sales v. First Wis. Nat. Bank, 93 W (2d) 589, 287 NW (2d) 708 (1980).
409.109 Annotation
Goods classified as "inventory" under (4) while in possession of debtor remain "inventory" while on lease status in possession of lessee. Voluntary Assign. of Watertown Tr. & Equip. Co. 94 W (2d) 622, 289 NW (2d) 288 (1980).
409.110
409.110
Sufficiency of description. For the purposes of this chapter any description of personal property or real estate is sufficient whether or not it is specific if it reasonably identifies what is described.
409.111
409.111
Applicability of bulk transfer laws. The creation of a security interest is not a bulk transfer under
ch. 406 (see
s. 406.103).
409.112
409.112
Where collateral is not owned by debtor. Unless otherwise agreed, when a secured party knows that collateral is owned by a person who is not the debtor, the owner of the collateral is entitled to receive from the secured party any surplus under
s. 409.502 (2) or under
s. 409.504 (1), and is not liable for the debt or for any deficiency after resale, and the owner of the collateral has the same right as the debtor:
409.112(2)
(2) To receive notice of and to object to a secured party's proposal to retain the collateral in satisfaction of the indebtedness under
s. 409.505;
409.112 History
History: 1991 a. 316.
409.113
409.113
Security interests arising under ch. 402 or 411. A security interest arising solely under
ch. 402 or
411 is subject to the provisions of this chapter except that, to the extent that and so long as the debtor does not have or does not lawfully obtain possession of the goods, all of the following apply:
409.113(1)
(1) No security agreement is necessary to make the security interest enforceable.
409.113(2)
(2) No filing is required to perfect the security interest.
409.113(3)
(3) The rights of the secured party on default by the debtor are governed by
ch. 402 if a security interest arises solely under that chapter or by
ch. 411 if a security interest arises solely under that chapter.
409.113 History
History: 1991 a. 148.
409.114(1)(1) A person who delivers goods under a consignment which is not a security interest and who would be required to file under this chapter by
s. 402.326 (3) (c) has priority over a secured party who is or becomes a creditor of the consignee and who would have a perfected security interest in the goods if they were the property of the consignee, and also has priority with respect to identifiable cash proceeds received on or before delivery of the goods to a buyer, if:
409.114(1)(a)
(a) The consignor complies with the filing provision on sales with respect to consignments (
s. 402.326 (3) (c)) before the consignee receives possession of the goods; and
409.114(1)(b)
(b) The consignor gives notification in writing to the holder of the security interest if the holder has filed a financing statement covering the same types of goods before the date of the filing made by the consignor; and
409.114(1)(c)
(c) The holder of the security interest receives the notification before the consignee receives possession of the goods; and
409.114(1)(d)
(d) The notification states that the consignor expects to deliver goods on consignment to the consignee, describing the goods by item or type.
409.114(2)
(2) In the case of a consignment which is not a security interest and in which the requirements of
sub. (1) have not been met, a person who delivers goods to another is subordinate to a person who would have a perfected security interest in the goods if they were the property of the debtor.
409.114 History
History: 1973 c. 215;
1981 c. 390 s.
252.
409.114 Annotation
Legislative Council Note, 1973: Sub. (1) (c) was amended by the Special Committee to delete the words "within 5 years" which appear after "notification" in the official text. Under s. 409.403 (2), as amended by this proposal, the effectiveness of a filed financing statement lapses at the end of 5 years unless a continuation statement is filed prior to lapse. For this reason the official text requires that a new notice be made under this section and s. 409.312 (3) (c) every 5 years even though holders of conflicting security interests received notice when the financing statement was originally filed and will have constructive notice upon the filing of a continuation statement. The Special Committee felt this requirement of new notice every 5 years to be both unreasonable and unnecessary. (Bill 177-S)
VALIDITY OF SECURITY AGREEMENT
AND RIGHTS OF PARTIES THERETO
409.201
409.201
General validity of security interest. Except as otherwise provided by
chs. 401 to
411 a security agreement is effective according to its terms between the parties, against purchasers of the collateral and against creditors. Nothing in this chapter validates any charge or practice illegal under any statute or regulation thereunder governing usury, small loans, retail instalment sales, or the like, or under
chs. 421 to
427 and
429, or extends the application of any such statute or regulation to any transaction not otherwise subject thereto.
