409.103(3)(a)(a) This subsection applies to accounts, other than an account described in
sub. (5) on minerals, and general intangibles, other than uncertificated securities, and to goods which are mobile and which are of a type normally used in more than one jurisdiction, such as motor vehicles, trailers, rolling stock, airplanes, shipping containers, road building and construction machinery and commercial harvesting machinery and the like, if the goods are equipment or are inventory leased or held for lease by the debtor to others, and are not covered by a certificate of title described in
sub. (2).
409.103(3)(b)
(b) The law (including the conflict of laws rules) of the jurisdiction in which the debtor is located governs the perfection and the effect of perfection or nonperfection of the security interest.
409.103(3)(c)
(c) If, however, the debtor is located in a jurisdiction which is not a part of the United States, and which does not provide for perfection of the security interest by filing or recording in that jurisdiction, the law of the jurisdiction in the United States in which the debtor has its major executive office in the United States governs the perfection and the effect of perfection or nonperfection of the security interest through filing. In the alternative, if the debtor is located in a jurisdiction which is not a part of the United States or Canada and the collateral is accounts or general intangibles for money due or to become due, the security interest may be perfected by notification to the account debtor. As used in this paragraph, "United States" includes its territories and possessions and the Commonwealth of Puerto Rico.
409.103(3)(d)
(d) A debtor shall be deemed located at the debtor's place of business if the debtor has one, at the debtor's chief executive office if the debtor has more than one place of business, otherwise at the debtor's residence. If, however, the debtor is a foreign air carrier under the federal aviation act of 1958, as amended, it shall be deemed located at the designated office of the agent upon whom service of process may be made on behalf of the foreign air carrier.
409.103(3)(e)
(e) A security interest perfected under the law of the jurisdiction of the location of the debtor is perfected until the expiration of 4 months after a change of the debtor's location to another jurisdiction, or until perfection would have ceased by the law of the first jurisdiction, whichever period first expires. Unless perfected in the new jurisdiction before the end of that period, it becomes unperfected thereafter and is deemed to have been unperfected as against a person who became a purchaser after the change.
409.103(4)
(4) Chattel paper. The rules stated for goods in
sub. (1) apply to a possessory security interest in chattel paper. The rules stated for accounts in
sub. (3) apply to a nonpossessory security interest in chattel paper, but the security interest may not be perfected by notification to the account debtor.
409.103(5)
(5) Minerals. Perfection and the effect of perfection or nonperfection of a security interest which is created by a debtor who has an interest in minerals or the like (including oil and gas) before extraction and which attaches thereto as extracted, or which attaches to an account resulting from the sale thereof at the wellhead or minehead are governed by the law (including the conflict of laws rules) of the jurisdiction wherein the wellhead or minehead is located.
409.103(6)(b)
(b) Except as otherwise provided in
par. (f), during the time that a security certificate is located in a jurisdiction, perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby are governed by the local law of that jurisdiction.
409.103(6)(c)
(c) Except as otherwise provided in
par. (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security are governed by the local law of the issuer's jurisdiction as specified in
s. 408.110 (4).
409.103(6)(d)
(d) Except as otherwise provided in
par. (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account are governed by the local law of the securities intermediary's jurisdiction as specified in
s. 408.110 (5).
409.103(6)(e)
(e) Except as otherwise provided in
par. (f), perfection of a security interest, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account are governed by the local law of the commodity intermediary's jurisdiction. The following rules determine a "commodity intermediary's jurisdiction" for purposes of this paragraph:
409.103(6)(e)1.
1. If an agreement between the commodity intermediary and commodity customer specifies that it is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
409.103(6)(e)2.
2. If an agreement between the commodity intermediary and commodity customer does not specify the governing law as provided in
subd. 1., but expressly specifies that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary's jurisdiction.
409.103(6)(e)3.
3. If an agreement between the commodity intermediary and commodity customer does not specify a jurisdiction as provided in
subd. 1. or
2., the commodity intermediary's jurisdiction is the jurisdiction in which is located the office identified in an account statement as the office serving the commodity customer's account.
409.103(6)(e)4.
4. If an agreement between the commodity intermediary and commodity customer does not specify a jurisdiction as provided in
subd. 1. or
2. and an account statement does not identify an office serving the commodity customer's account as provided in
subd. 3., the commodity intermediary's jurisdiction is the jurisdiction in which is located the chief executive office of the commodity intermediary.
409.103(6)(f)
(f) Perfection of a security interest by filing, automatic perfection of a security interest in investment property granted by a broker or securities intermediary, and automatic perfection of a security interest in a commodity contract or commodity account granted by a commodity intermediary are governed by the local law of the jurisdiction in which the debtor is located.
409.104
409.104
Transactions excluded from chapter. This chapter does not apply:
409.104(1)
(1) To a security interest subject to any statute of the United States to the extent that such statute governs the rights of parties to and 3rd parties affected by transactions in particular types of property; or
409.104(2)
(2) To a nonconsensual landlord's lien; or
409.104(3)
(3) To a lien given by statute or other rule of law for services or materials except as provided in
s. 409.310 on priority of such liens; or
409.104(4)
(4) To a transfer of a claim for wages, salary or other compensation of an employee; or
409.104(6)
(6) To a sale of accounts or chattel paper as part of a sale of the business out of which they arose, or an assignment of accounts or chattel paper which is for the purpose of collection only, or a transfer of a right to payment under a contract to an assignee who is also to do the performance under the contract or a transfer of a single account to an assignee in whole or partial satisfaction of a preexisting indebtedness; or
409.104(7)
(7) To a transfer of an interest or claim in or under any policy of insurance, except as provided with respect to proceeds in
s. 409.306 and priorities in proceeds in
s. 409.312; or
409.104(8)
(8) To a right represented by a judgment (other than a judgment taken on a right to payment which was collateral); or
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, investment property, 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 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.
