409.406 History
History: 2001 a. 10;
2011 a. 206.
409.407
409.407
Restrictions on creation or enforcement of security interest in leasehold interest or in leasor's residual interest. 409.407(1)(1)
Term restricting assignment generally ineffective. Except as otherwise provided in
sub. (2), a term in a lease agreement is ineffective to the extent that it:
409.407(1)(a)
(a) Prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, an interest of a party under the lease contract or in the lessor's residual interest in the goods; or
409.407(1)(b)
(b) Provides that the assignment or transfer or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the lease.
409.407(2)
(2) Effectiveness of certain terms. Except as otherwise provided in
s. 411.303 (7), a term described in
sub. (1) (b) is effective to the extent that there is:
409.407(2)(a)
(a) A transfer by the lessee of the lessee's right of possession or use of the goods in violation of the term; or
409.407(2)(b)
(b) A delegation of a material performance of either party to the lease contract in violation of the term.
409.407(3)
(3) Security interest not material impairment. The creation, attachment, perfection, or enforcement of a security interest in the lessor's interest under the lease contract or the lessor's residual interest in the goods is not a transfer that materially impairs the lessee's prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of
s. 411.303 (4) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the lessor.
409.407 History
History: 2001 a. 10.
409.408
409.408
Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective. 409.408(1)
(1)
Term restricting assignment generally ineffective. Except as otherwise provided in
sub. (2), a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health-care-insurance receivable, or general intangible, is ineffective to the extent that the term:
409.408(1)(a)
(a) Would impair the creation, attachment, or perfection of a security interest; or
409.408(1)(b)
(b) Provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
409.408(2)
(2) Applicability of sub. (1) to sales of certain rights to payment. Subsection (1) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note.
Effective date note
NOTE: Sub. (2) is amended eff. 7-1-13 by
2011 Wis. Act 206 to read:
Effective date text
(2) Applicability of sub. (1) to sales of certain rights to payment. Subsection (1) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under s. 409.610 or an acceptance of collateral under s. 409.620.
409.408(3)
(3) Legal restrictions on assignment generally ineffective. A rule of law, statute, or rule that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or rule:
409.408(3)(a)
(a) Would impair the creation, attachment, or perfection of a security interest; or
409.408(3)(b)
(b) Provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.
409.408(4)
(4) Limitation on ineffectiveness under subs. (1) and (3). To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable, or general intangible or a rule of law, statute, or rule described in
sub. (3) would be effective under law other than this chapter but is ineffective under
sub. (1) or
(3), the creation, attachment, or perfection of a security interest in the promissory note, health-care-insurance receivable, or general intangible:
409.408(4)(a)
(a) Is not enforceable against the person obligated on the promissory note or the account debtor;
409.408(4)(b)
(b) Does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;
409.408(4)(c)
(c) Does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;
409.408(4)(d)
(d) Does not entitle the secured party to use or assign the debtor's rights under the promissory note, health-care-insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable, or general intangible;
409.408(4)(e)
(e) Does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and
409.408(4)(f)
(f) Does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable, or general intangible.
409.408 History
History: 2001 a. 10;
2011 a. 206.
409.409
409.409
Restrictions on assignment of letter-of-credit rights ineffective. 409.409(1)
(1)
Term or law restricting assignment generally ineffective. A term in a letter of credit or a rule of law, statute, rule, custom, or practice applicable to the letter of credit which prohibits, restricts, or requires the consent of an applicant, issuer, or nominated person to a beneficiary's assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, rule, custom, or practice:
409.409(1)(a)
(a) Would impair the creation, attachment, or perfection of a security interest in the letter-of-credit right; or
409.409(1)(b)
(b) Provides that the assignment or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the letter-of-credit right.
409.409(2)
(2) Limitation on ineffectiveness under sub. (1). To the extent that a term in a letter of credit is ineffective under
sub. (1) but would be effective under law other than this chapter or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment, or perfection of a security interest in the letter-of-credit right:
409.409(2)(a)
(a) Is not enforceable against the applicant, issuer, nominated person, or transferee beneficiary;
409.409(2)(b)
(b) Imposes no duties or obligations on the applicant, issuer, nominated person, or transferee beneficiary; and
409.409(2)(c)
(c) Does not require the applicant, issuer, nominated person, or transferee beneficiary to recognize the security interest, pay or render performance to the secured party, or accept payment or other performance from the secured party.
409.409 History
History: 2001 a. 10.
FILING
409.501(1)(1)
Filing offices. Except as otherwise provided in
sub. (2), if the local law of this state governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:
409.501(1)(a)
(a) The office designated for the filing or recording of a record of a mortgage on the related real property, if:
409.501(1)(a)1.
1. The collateral is as-extracted collateral or timber to be cut; or
409.501(1)(a)2.
2. The financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or
409.501(1)(b)
(b) The office of the department of financial institutions or any office duly authorized by the department, in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.
409.501(2)
(2) Filing office for transmitting utilities. The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the office of the department of financial institutions. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.
409.501 History
History: 2001 a. 10.
409.502
409.502
Contents of financing statement; record of mortgage as financing statement; time of filing financing statement. 409.502(1)(1)
Sufficiency of financing statement. Subject to
sub. (2), a financing statement is sufficient only if it:
409.502(1)(b)
(b) Provides the name of the secured party or a representative of the secured party; and
409.502(1)(c)
(c) Indicates the collateral covered by the financing statement.
409.502(2)
(2) Real-property-related financing statements. Except as otherwise provided in
s. 409.501 (2), to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy
sub. (1) and also:
409.502(2)(a)
(a) Indicate that it covers this type of collateral;
409.502(2)(b)
(b) Indicate that it is to be filed for record in the real property records;
409.502(2)(c)
(c) Provide a description of the real property to which the collateral is related sufficient to give constructive notice of a mortgage under the law of this state if the description were contained in a record of the mortgage of the real property; and
409.502(2)(d)
(d) If the debtor does not have an interest of record in the real property, provide the name of a record owner.
409.502(3)
(3) Record of mortgage as financing statement. A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:
409.502(3)(a)
(a) The record indicates the goods or accounts that it covers;
409.502(3)(b)
(b) The goods are or are to become fixtures related to the real property described in the record or the collateral is related to the real property described in the record and is as-extracted collateral or timber to be cut;
409.502(3)(c)
(c) The record satisfies the requirements for a financing statement in this section other than an indication that it is to be filed in the real property records; and
Effective date note
NOTE: Par. (c) is affected eff. 7-1-13 by
2011 Wis. Act 206 to read:
Effective date text
(c) The record satisfies the requirements for a financing statement in this section, but:
Effective date text
1. The record need not indicate that it is to be filed in the real property records; and
Effective date text
2. The record sufficiently provides the name of a debtor who is an individual if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is an individual to whom s. 409.503 (1) (dm) applies; and
409.502(4)
(4) Filing before security agreement or attachment. A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.
409.502 History
History: 2001 a. 10;
2011 a. 206.
409.502 Annotation
Financing Statements Under Revised UCC Article 9. Ireland. Wis. Law. Aug. 2001.
409.503
409.503
Name of debtor and secured party. 409.503(1)
(1)
Sufficiency of debtor's name. A financing statement sufficiently provides the name of the debtor:
409.503(1)(a)
(a) If the debtor is a registered organization, only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized;
Effective date note
NOTE: Par. (a) is amended eff. 7-1-13 by
2011 Wis. Act 206 to read:
Effective date text
(a) Except as otherwise provided in par. (c), if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization's name on the public organic record most recently filed with or issued or enacted by the registered organization's jurisdiction of organization which purports to state, amend, or restate the registered organization's name;
409.503(1)(b)
(b) If the debtor is a decedent's estate, only if the financing statement provides the name of the decedent and indicates that the debtor is an estate;
Effective date note
NOTE: Par. (b) is amended eff. 7-1-13 by
2011 Wis. Act 206 to read:
Effective date text
(b) Subject to sub. (6), if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative;
409.503(1)(c)
(c) If the debtor is a trust or a trustee acting with respect to property held in trust, only if the financing statement:
409.503(1)(c)1.
1. Provides the name specified for the trust in its organic documents or, if no name is specified, provides the name of the settlor and additional information sufficient to distinguish the debtor from other trusts having one or more of the same settlors; and
409.503(1)(c)2.
2. Indicates, in the debtor's name or otherwise, that the debtor is a trust or is a trustee acting with respect to property held in trust; and
Effective date note
NOTE: Par. (c) is affected eff. 7-1-13 by
2011 Wis. Act 206 to read:
Effective date text
(c) If the collateral is held in a trust that is not a registered organization, only if the financing statement:
Effective date text
1m. Provides, as the name of the debtor:
409.503 Note
a. If the organic record of the trust specifies a name for the trust, the name specified; or
409.503 Note
b. If the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and
Effective date text
2m. In a separate part of the financing statement:
409.503 Note
a. If the name is provided in accordance with subd. 1m. a., indicates that the collateral is held in a trust; or
409.503 Note
b. If the name is provided in accordance with subd. 1m. b., provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates;
