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Savings Clause

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This Act does not affect an action or proceeding commenced before this Act takes effect.
If a security interest in a security is perfected at the date this Act takes effect, and the action by which the security interest was perfected would suffice to perfect a security interest under this Act, no further action is required to continue perfection. If a security interest in a security is perfected at the date this Act takes effect but the action by which the security interest was perfected would not suffice to perfect a security interest under this Act, the security interest remains perfected for a period of four months after the effective date and continues perfected thereafter if appropriate action to perfect under this Act is taken within that period. If a security interest is perfected at the date this Act takes effect and the security interest can be perfected by filing under this Act, a financing statement signed by the secured party instead of the debtor may be filed within that period to continue perfection or thereafter to perfect.

(Code 1981, §11-8-603, enacted by Ga. L. 1998, p. 1323, § 1.)

RESEARCH REFERENCES

U.L.A.

- Uniform Commercial Code (U.L.A.) § 8-603.

CHAPTER 9 SECURED TRANSACTIONS Part 1 General Provisions. Part 1 SHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS.

11-9-101. Short title.
11-9-102. Definitions and index of definitions.
11-9-103. Purchase money security interest; application of payments; burden of establishing.
11-9-104. Control of deposit account.
11-9-105. Control of electronic chattel paper.
11-9-106. Control of investment property.
11-9-107. Control of letter of credit right.
11-9-108. Sufficiency of description.

Part 2 APPLICABILITY OF ARTICLE.

11-9-109. Scope.
11-9-110. Security interests arising under Article 2 or 2A of this title.
11-9-111. Applicability of bulk transfer laws [Repealed].

Part 2 Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement. Part 1 EFFECTIVENESS AND ATTACHMENT.

11-9-201. General effectiveness of security agreement.
11-9-202. Title to collateral immaterial.
11-9-203. Attachment and enforceability of security interest; proceeds; supporting obligations; formal requisites.
11-9-204. After acquired property; future advances.
11-9-205. Use or disposition of collateral permissible.
11-9-206. Security interest arising in purchase or delivery of financial asset.

Part 2 RIGHTS AND DUTIES.

11-9-207. Rights and duties of secured party having possession or control of collateral.
11-9-208. Additional duties of secured party having control of collateral.
11-9-209. Duties of secured party if account debtor has been notified of assignment.
11-9-210. Request for accounting; request regarding list of collateral or statement of account.

Part 3 Perfection and Priority. Part 1 LAW GOVERNING PERFECTION AND PRIORITY.

11-9-301. Law governing perfection and priority of security interests.
11-9-302. Law governing perfection and priority of agricultural liens.
11-9-303. Law governing perfection and priority of security interests in goods covered by a certificate of title.
11-9-304. Law governing perfection and priority of security interests in deposit accounts.
11-9-305. Law governing perfection and priority of security interests in investment property.
11-9-306. Law governing perfection and priority of security interests in letter of credit rights.
11-9-307. Location of debtor.

Part 2 PERFECTION.

11-9-308. When security interest or agricultural lien is perfected; continuity of perfection.
11-9-309. Security interest perfected upon attachment.
11-9-310. When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.
11-9-311. Perfection of security interests in property subject to certain statutes, regulations, and treaties.
11-9-312. Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter of credit rights, and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.
11-9-313. When possession by or delivery to secured party perfects security interest without filing.
11-9-314. Perfection by control.
11-9-315. Secured party's rights on disposition of collateral and in proceeds.
11-9-316. Effect of change in governing law.

Part 3 PRIORITY.

11-9-317. Interests that take priority over or take free of security interest or agricultural lien.
11-9-318. No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
11-9-319. Rights and title of consignee with respect to creditors and purchasers.
11-9-320. Buyer of goods.
11-9-321. Licensee of general intangible and lessee of goods in ordinary course of business.
11-9-322. Priorities among conflicting security interests in and agricultural liens on same collateral.
11-9-322.1. Crops produced with new value.
11-9-323. Future advances.
11-9-324. Priority of purchase money security interests.
11-9-325. Priority of security interests in transferred collateral.
11-9-326. Priority of security interests created by new debtor.
11-9-327. Priority of security interests in deposit account.
11-9-328. Priority of security interests in investment property.
11-9-329. Priority of security interests in letter of credit right.
11-9-330. Priority of purchaser of chattel paper or instrument.
11-9-331. Priority of rights of purchasers of instruments, documents, and securities under other articles; priority of interests in financial assets and security entitlements under Article 8 of this title.
11-9-332. Transfer of money; transfer of funds from deposit account.
11-9-333. Priority of certain liens.
11-9-334. Priority of security interests in fixtures and crops.
11-9-335. Accessions.
11-9-336. Commingled goods.
11-9-337. Priority of security interests in goods covered by certificate of title.
11-9-338. Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.
11-9-339. Priority subject to subordination.

Part 4 RIGHTS OF BANK.

11-9-340. Effectiveness of right of recoupment or set-off against deposit account.
11-9-341. Bank's rights and duties with respect to deposit account.
11-9-342. Bank's right to refuse to enter into or disclose existence of control agreement.

Part 4 Rights of Third Parties.

11-9-401. Alienability of debtor's rights.
11-9-402. Secured party not obligated on contract of debtor or in tort.
11-9-403. Agreement not to assert defenses against assignee.
11-9-404. Rights acquired by assignee; claims and defenses against assignee.
11-9-405. Modification of assigned contract.
11-9-406. Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective.
11-9-407. Restrictions on creation or enforcement of security interest in leasehold interest or in lessor's residual interest.
11-9-408. Restrictions on assignment of promissory notes, health care insurance receivables, and certain general intangibles ineffective.
11-9-409. Restrictions on assignment of letter of credit rights ineffective.

Part 5 Filing. Part 1 FILING OFFICE; CONTENTS AND EFFECTIVENESS OF FINANCING STATEMENT.

11-9-501. Filing office.
11-9-502. Contents of financing statement; record of mortgage as fixture filing or financing statement; time of filing financing statement.
11-9-503. Name of debtor and secured party.
11-9-504. Indication of collateral.
11-9-505. Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
11-9-506. Effect of errors or omissions.
11-9-507. Effect of certain events on effectiveness of financing statement.
11-9-508. Effectiveness of financing statement if new debtor becomes bound by security agreement.
11-9-509. Persons entitled to file a record.
11-9-510. Effectiveness of filed record.
11-9-511. Secured party of record.
11-9-512. Amendment of financing statement.
11-9-513. Termination statement.
11-9-514. Assignment of powers of secured party of record.
11-9-515. Duration and effectiveness of financing statement; effect of lapsed financing statement; record of mortgage as financing statement.
11-9-516. What constitutes filing; effectiveness of filing.
11-9-517. Effect of indexing errors.
11-9-518. Inaccurate or wrongfully filed record.

Part 2 DUTIES AND OPERATION OF FILING OFFICE AND CENTRAL INDEXING SYSTEM.

11-9-519. Numbering, maintaining, and indexing records; communicating information provided in records.
11-9-520. Acceptance and refusal to accept record.
11-9-521. Uniform form of written financing statement and amendment; authority may prescribe forms.
11-9-522. Maintenance and destruction of records.
11-9-523. Information from filing office and central indexing system; sale or license of records.
11-9-524. Delay by filing office or authority.
11-9-525. Fees.
11-9-526. Rules.

Part 6 Default. Part 1 DEFAULT AND ENFORCEMENT OF SECURITY INTEREST.

11-9-601. Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
11-9-602. Waiver and variance of rights and duties.
11-9-603. Agreement on standards concerning rights and duties.
11-9-604. Procedure if security agreement covers real property or fixtures.
11-9-605. Unknown debtor or secondary obligor.
11-9-606. Time of default for agricultural lien.
11-9-607. Collection and enforcement by secured party.
11-9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
11-9-609. Secured party's right to take possession after default.
11-9-610. Disposition of collateral after default.
11-9-611. Notification before disposition of collateral.
11-9-612. Timeliness of notification before disposition of collateral.
11-9-613. Contents and form of notification before disposition of collateral; general.
11-9-614. Contents and form of notification before disposition of collateral; consumer goods transaction.
11-9-615. Application of proceeds of disposition; liability for deficiency and right to surplus.
11-9-616. Explanation of calculation of surplus or deficiency.
11-9-617. Rights of transferee of collateral.
11-9-618. Rights and duties of certain secondary obligors.
11-9-619. Transfer of record or legal title.
11-9-620. Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.
11-9-621. Notification of proposal to accept collateral.
11-9-622. Effect of acceptance of collateral.
11-9-623. Right to redeem collateral.
11-9-624. Waiver.

Part 2 NONCOMPLIANCE WITH ARTICLE.

11-9-625. Remedies for secured party's failure to comply with article.
11-9-626. Action in which deficiency or surplus is in issue.
11-9-627. Determination of whether conduct was commercially reasonable.
11-9-628. Nonliability and limitation on liability of secured party; liability of secondary obligor.

Part 7 2001 Transition.

11-9-701. Effective date.
11-9-702. Savings clause.
11-9-703. Security interest perfected before effective date.
11-9-704. Security interest unperfected before effective date.
11-9-705. Effectiveness of action taken before effective date.
11-9-706. When initial financing statement suffices to continue effectiveness of financing statement.
11-9-707. Amendment of pre-effective date financing statement.
11-9-708. Persons entitled to file initial financing statement or continuation statement.
11-9-709. Priority.
11-9-710. Exculpation.

Part 8 2013 Transition.

11-9-801. Reserved.
11-9-802. Savings clause.
11-9-803. Security interest perfected before effective date.
11-9-804. Security interest unperfected before effective date.
11-9-805. Effectiveness of action taken before effective date.
11-9-806. When initial financing statement suffices to continue effectiveness of financing statement.
11-9-807. Amendment of pre-effective date financing statement.
11-9-808. Person entitled to file initial financing statement or continuation statement.
11-9-809. Priority.

Effective date.

- This article became effective July 1, 2001.

Cross references.

- Effect of transfer of note secured by mortgage, etc., § 10-3-1.

Making of secured transactions and other dispositions of corporate property and assets not requiring shareholder approval, § 14-2-1201.

Criminal penalty for destruction, removal, concealment, etc., of property subject to security interests, § 16-9-51.

Perfection and validity of security interests in motor vehicles, § 40-3-50 et seq.

Mortgages, conveyances to secure debt, etc., § 44-14-1 et seq.

Editor's notes.

- Ga. L. 2001, p. 362, § 1, effective July 1, 2001, repealed the Code sections formerly codified as this article and enacted the current article. The former article consisted of Code Sections 11-9-101 through 11-9-116 (Part 1), 11-9-201 through 11-9-208 (Part 2), 11-9-301 through 11-9-318 (Part 3), 11-9-401 through 11-9-409 (Part 4), and 11-9-501 through 11-9-507 (Part 5), relating to secured transactions, sales of accounts and chattel paper, and was based on Code 1933, §§ 109A-9-101 through 109A-9-114; Code 1933 §§ 109A-9-201 through 109A-9-208; Code 1933 §§ 109A-9-301 through 109A-9-318; Code 1933, §§ 109A-9-401 through 109A-9-409; Code 1933, §§ 109A-9-501 through 109A-9-507; Ga. L. 1962, p. 156, § 1; Ga. L. 1963, p. 188, §§ 23 through 36; Ga. L. 1964, p. 70, §§ 1, 3 through 7; Ga. L. 1968, p. 1151, § 1; Ga. L. 1969, p. 149, § 1; Ga. L. 1970, p. 604, § 1; Ga. L. 1978, p. 1081, § 1; Ga. L. 1979, p. 626, § 1; Ga. L. 1980, p. 443, §§ 2 through 6; Ga. L. 1980, p. 1134, §§ 1 through 3; Ga. L. 1981, p. 1396, §§ 9 through 14; Ga. L. 1982, p. 3, § 11; Ga. L. 1985, p. 1107, § 1; Ga. L. 1985, p. 1517, §§ 1 through 4; Ga. L. 1986, p. 357, §§ 1 through 2; Ga. L. 1986, p. 1002, §§ 5 through 8; Ga. L. 1988, p. 13, § 11; Ga. L. 1991, p. 94, § 11; Ga. L. 1992, p. 1028, § 1; Ga. L. 1992, p. 2626, §§ 4 through 11; Ga. L. 1993, p. 576, § 1; Ga. L. 1993, p. 633, § 4; Ga. L. 1993, p. 1550, §§ 1 through 6; Ga. L. 1994, p. 1693, §§ 1 through 12; Ga. L. 1997, p. 143, § 11; Ga. L. 1997, p. 970, § 3; Ga. L. 1998, p. 128, § 11; Ga. L. 1998, p. 1323, § 2 through 14.

Table of Comparable Provisions for Title 11, Article 9

Former Code Sections to Revised Code Sections

This table lists each section in the version of Article 9 of the Uniform Commercial Code in effect prior to July 1, 2001, and provides the comparable provisions for Article 9 in effect on and after July 1, 2001. It is intended to assist the user who is familiar with the former title to find comparable new provisions.

FORMER CODE REVISED CODE --- --- 11-9-101 11-9-101 11-9-102 11-9-109 11-9-103 11-9-301, 11-9-303, 11-9-305 11-9-104 11-9-109 11-9-105 11-9-102 11-9-106 11-9-102 11-9-107 11-9-103 11-9-108 repealed 11-9-109 11-9-102 11-9-110 11-9-108 11-9-111 11-9-111 11-9-112 repealed 11-9-113 11-9-110 11-9-114 11-9-319 11-9-115 11-9-102, 11-9-106, 11-9-301 11-9-116 11-9-206

Part Two

11-9-201 11-9-201 11-9-202 11-9-202 11-9-203 11-9-203 11-9-204 11-9-204 11-9-205 11-9-205 11-9-206 11-9-403 11-9-207 11-9-207 11-9-208 11-9-210

Part Three

11-9-301 11-9-102, 11-9-317 11-9-302 11-9-310 11-9-303 11-9-308 11-9-304 11-9-312 11-9-305 11-9-313 11-9-306 11-9-102, 11-9-315 11-9-307 11-9-320 11-9-308 11-9-330 11-9-309 11-9-331 11-9-310 11-9-333 11-9-311 11-9-401 11-9-312 11-9-322, 11-9-322.1, 11-9-324 11-9-313 11-9-334 11-9-314 11-9-335 11-9-315 11-9-336 11-9-316 11-9-339 11-9-317 11-9-402 11-9-318 11-9-404, 11-9-405

Part Four

11-9-401 11-9-501 11-9-402 11-9-502, 11-9-503, 11-9-504, 11-9-506 11-9-403 11-9-510, 11-9-511, 11-9-515, 11-9-516 11-9-404 11-9-513 11-9-405 11-9-514, 11-9-525 11-9-406 11-9-525 11-9-407 11-9-519, 11-9-523, 11-9-526 11-9-408 11-9-505 11-9-409 repealed

Part Five

11-9-501 11-9-601, 11-9-602 11-9-502 11-9-607 11-9-503 11-9-609 11-9-504 11-9-610 - 11-9-614 11-9-505 11-9-620, 11-9-622 11-9-506 11-9-623 11-9-507 11-9-625

Revised Code Sections to Former Code Sections

This table lists each section in the version of Article 9 of the Uniform Commercial Code in effect on and after July 1, 2001, and provides the comparable provisions for Article 9 in effect prior to July 1, 2001. It is intended to assist the user who is familiar with the new title to find comparable former provisions.

REVISED CODE FORMER CODE --- --- 11-9-101 11-9-101 11-9-102 11-9-105, 11-9-106, 11-9-109, 11-9-115, 11-9-301, 11-9-306 11-9-103 11-9-107 11-9-104 none 11-9-105 none 11-9-106 11-9-115 11-9-107 none 11-9-108 11-9-110

Subpart Two

11-9-109 11-9-104 11-9-110 11-9-113 11-9-111 11-9-111

Part Two, Subpart One

11-9-201 11-9-201 11-9-202 11-9-202 11-9-203 11-9-203 11-9-204 11-9-204 11-9-205 11-9-205 11-9-206 11-9-116

Subpart Two

11-9-207 11-9-207 11-9-208 none 11-9-209 none 11-9-210 11-9-208

Part Three, Subpart One

11-9-301 11-9-103, 11-9-115 11-9-302 none 11-9-303 11-9-103 11-9-304 none 11-9-305 11-9-103 11-9-306 none 11-9-307 none

Subpart Two

11-9-308 11-9-303 11-9-309 none 11-9-310 11-9-302 11-9-311 none 11-9-312 11-9-304 11-9-313 11-9-305 11-9-314 none 11-9-315 11-9-306 11-9-316 none

Subpart Three

11-9-317 11-9-301 11-9-318 none 11-9-319 11-9-114 11-9-320 11-9-307 11-9-321 none 11-9-322 11-9-312 11-9-322.1 11-9-312 11-9-323 none 11-9-324 11-9-312 11-9-325 none 11-9-326 none 11-9-327 none 11-9-328 none 11-9-329 none 11-9-330 11-9-308 11-9-331 11-9-309 11-9-332 none 11-9-333 11-9-310 11-9-334 11-9-313 11-9-335 11-9-314 11-9-336 11-9-315 11-9-337 none 11-9-338 none 11-9-339 11-9-316

Subpart Four

11-9-340 none 11-9-341 none 11-9-342 none

Part Four

11-9-401 11-9-311 11-9-402 11-9-317 11-9-403 11-9-206 11-9-404 11-9-318 11-9-405 11-9-318 11-9-406 none 11-9-407 none 11-9-408 none 11-9-409 none

Part Five, Subpart One

11-9-501 11-9-401 11-9-502 11-9-402 11-9-503 11-9-402 11-9-504 11-9-402 11-9-505 11-9-408 11-9-506 11-9-402 11-9-507 none 11-9-508 none 11-9-509 none 11-9-510 11-9-403 11-9-511 11-9-403 11-9-512 none 11-9-513 11-9-404 11-9-514 11-9-405 11-9-515 11-9-403 11-9-516 11-9-403 11-9-517 none 11-9-518 none

Subpart Two

11-9-519 11-9-407 11-9-520 none 11-9-521 none 11-9-522 none 11-9-523 11-9-407 11-9-524 none 11-9-525 11-9-405, 11-9-406 11-9-526 11-9-407

Part Six, Subpart One

11-9-601 11-9-501 11-9-602 11-9-501 11-9-603 none 11-9-604 none 11-9-605 none 11-9-606 none 11-9-607 11-9-502 11-9-608 none 11-9-609 11-9-503 11-9-610 11-9-504 11-9-611 11-9-504 11-9-612 11-9-504 11-9-613 11-9-504 11-9-614 11-9-504 11-9-615 none 11-9-616 none 11-9-617 none 11-9-618 none 11-9-619 none 11-9-620 11-9-505 11-9-621 none 11-9-622 11-9-505 11-9-623 11-9-506 11-9-624 none

Subpart Two

11-9-625 11-9-507 11-9-626 11-9-504 11-9-627 11-9-504 11-9-628 none

Part Seven

11-9-701 none 11-9-702 none 11-9-703 none 11-9-703 none 11-9-705 none 11-9-706 none 11-9-707 none 11-9-708 none 11-9-709 none 11-9-710 none

Law reviews. -For article discussing the effect of the Uniform Commercial Code upon the statutory lien provision of section 67(c) of the Bankruptcy Act, see 1 Ga. L. Rev. 149 (1967). For article discussing federal truth in lending provisions and their relation to state laws, see 6 Ga. St. B.J. 19 (1969). For article discussing secured lending, and offering some practical guidelines, see 28 Mercer L. Rev. 699 (1977). For article discussing fifth circuit bankruptcy cases in 1977, see 29 Mercer L. Rev. 937 (1978). For article surveying Georgia cases dealing with commercial law from June 1977 through May 1978, see 30 Mercer L. Rev. 15 (1978). For article discussing possible impact of new Bankruptcy Code on Article 9 of the Uniform Commercial Code, see 14 Ga. L. Rev. 153 (1980). For article "The Good Faith Purchase Idea and the Uniform Commercial Code," see 15 Ga. L. Rev. 605 (1981). For article, "State Administrative Agency Contested Case Hearings," see 24 Ga. St. B.J. 193 (1988). For article, "Contribution Arguments in Commercial Law," see 42 Emory L.J. 897 (1993). For annual survey article discussing developments in commercial law, see 51 Mercer L. Rev. 165 (1999). For article, "Perfecting Bitcoin," see 52 Ga. L. Rev. 505 (2018). For case note, "Midlantic National Bank v. New Jersey Department of Environmental Protection: The Problem of Hazardous Wastes and the Bankrupt Firm," see 38 Mercer L. Rev. 693 (1987). For comment on Maley v. National Acceptance Co., 250 F. Supp. 841 (N.D. Ga. 1966), see 3 Ga. St. B.J. 248 (1966). For comment, " 'The Twain Shall Meet': A Real Property Approach to Article 9 Perfection," see 64 Emory L.J. 1103 (2015).

JUDICIAL DECISIONS Editor's notes. - In light of the similarity of the provisions, decisions under former Article 9 are included in the annotations for this Code section. For a table of comparable provisions, see the table at the beginning of the Article.

Purpose. - Concept and intention of this article is to provide method whereby all security interests can be perfected. In some instances, filing is required, and in others, possession of collateral is only means available or permitted whereby creditor can perfect security interest. In re Atlanta Times, Inc., 259 F. Supp. 820 (N.D. Ga. 1966), aff'd sub nom. Sanders v. National Acceptance Co. of Am., 383 F.2d 606 (5th Cir. 1967).

Applicability. - This article applies to security transactions in broad spectrum of tangible and intangible personal property. Williams v. Western Pac. Fin. Corp., 643 F.2d 331 (5th Cir. 1981).

Conflicts with Installment Sales Act. - Parties may contract to create security interest which will then be governed by provisions of Uniform Commercial Code unless those provisions conflict with specific terms in Installment Sales Act. Brown v. Jenkins, 135 Ga. App. 694, 218 S.E.2d 690 (1975).

Priorities between secured interests and setoff rights. - This article applies to resolving priority disputes between Article 9 secured interests and contractual setoff rights, as distinguished from the creation of the right of setoff. Credit Alliance Corp. v. National Bank, 718 F. Supp. 954 (N.D. Ga. 1989).

A valid maritime lien is superior to a perfected nonmaritime UCC security interest in the same collateral. Ambassador Factors v. First Am. Bulk Carrier Corp. (In re Topgallant Lines), 125 Bankr. 682 (Bankr. S.D. Ga. 1991), aff'd sub nom. McAllister Towing v. Ambassador Factors (In re Topgallant Lines), 154 Bankr. 368 (S.D. Ga. 1993).

Perfection gives notice. - Perfection of security interests under T. 40, Ch. 3, Art. 3, as under T. 11, Art. 9, serves purpose of giving notice to subsequent creditors. In re Firth, 363 F. Supp. 369 (M.D. Ga. 1973).

Conversion of property subject to security interest. - Where property is subject to security interest, exercise of dominion or control over property which is inconsistent with rights of secured party, constitutes, as to the secured party, conversion of the property; and there may be conversion by secured party where the party acts are in defiance of rights of others in the property. Trust Co. v. Associated Grocers Co-Op., 152 Ga. App. 701, 263 S.E.2d 676 (1979).

Where a sale of collateral is, with respect to the secured party, a conversion of the collateral, there is a conversion on the part of the one who sells, as well as on the part of the one who purchases, and the purchaser may be liable regardless of intent, and regardless of the purchaser's lack of actual knowledge of the rights of the secured party. Trust Co. v. Associated Grocers Co-Op., 152 Ga. App. 701, 263 S.E.2d 676 (1979).

Where lease provisions retained title in the lessor and the leased machine was to be returned to the lessor at the termination of the lease with no residual interest therein to the lessee, the lease was not a security instrument and this article does not apply. Capital Assocs. v. Zabel, 172 Ga. App. 19, 322 S.E.2d 67 (1984).

Where there was no agreement or intent by either party that the lessee would purchase leased equipment, the fact that the contract obligated the lessee to pay taxes, insurance, and expenses of repairs, and allowed the lessor to retain the equipment after it was returned, did not make the contract a security agreement rather than a lease. City Food Mart, Inc. v. Bell Atl. Tricon Leasing Corp., 218 Ga. App. 57, 460 S.E.2d 525 (1995).

Transfer of part of security interest. - There is no Georgia law that requires the simultaneous transfer of an underlying promissory note with the transfer of the security interest. Instead, the Georgia Commercial Code anticipates and allows a secured party's assignment of all or part of its security interest. Tidwell v. Slocumb (In re Ga. Steel, Inc.), 71 Bankr. 903 (Bankr. M.D. Ga. 1987).

Retention of certificate of origin for mobile home. - Where manufacturer retained certificate of origin for mobile home which was "on consignment" and not yet included in a retailer's floor-plan arrangement, it was nonetheless in the retailer's inventory and available for sale to its retail customers, and the rights of the parties were determined under the Uniform Commercial Code rather than the Motor Vehicle Certificate of Title Act, O.C.G.A. §40-3-1 et seq. GECC v. Catalina Homes, Inc., 178 Ga. App. 319, 342 S.E.2d 734 (1986).

Perfection of security interest in automobile. - When bank financed purchase of car by car leasing business, the correct avenue for perfecting of its security interest in the car was through procedure set forth in the Motor Vehicle Certificate of Title Act (O.C.G.A. §40-3-1 et seq.) as opposed to filing of its financial statement under procedures established by the U.C.C. United Carolina Bank v. Capital Auto. Co., 163 Ga. App. 796, 294 S.E.2d 661 (1982).

Limited partnership agreement. - Where limited partners acquired their interest in a partnership by paying cash and giving a promissory note, and the limited partnership agreement provided that if the note were not paid by a date certain the limited partners' interest in the partnership would be automatically reduced by the fraction of the principal remaining unpaid, the agreement did not constitute a security agreement governed by Article 9. Consolidated Equities Corp. v. Bird, 195 Ga. App. 45, 392 S.E.2d 276 (1990).

OPINIONS OF THE ATTORNEY GENERAL Editor's notes. - In the light of the similarity of the provisions, opinions under former Article 9 are included in the annotations for this Code section. For a table of comparable provisions, see the table at the beginning of the Article.

Definition of "security interest." - "Security interest" means an interest in personal property or fixtures which secures payment or performance of an obligation; retention or reservation of title by seller of goods notwithstanding shipment or delivery to buyer is limited in effect to reservation of "security interest"; this term also includes any interest of a buyer of accounts, chattel paper or contract rights. 1963-65 Op. Att'y Gen. p. 162.

RESEARCH REFERENCES Am. Jur. 2d. - 68A Am. Jur. 2d, Secured Transactions, § 1 et seq.

C.J.S. - 79 C.J.S., Secured Transactions, § 1 et seq.

ALR. - Liability for assault or trespass in forcibly retaking property sold conditionally, 9 A.L.R. 1180; 105 A.L.R. 926; 99 A.L.R.2d 358.

Bankruptcy: effect of filing secured debt as an unsecured claim, 46 A.L.R. 922.

Rights of parties to conditional sale as affected by breach of warranty, 48 A.L.R. 969, 130 A.L.R. 753.

Construction and effect of UCC Article 9, dealing with secured transactions, sales of accounts, contract rights, and chattel paper, 30 A.L.R.3d 9; 67 A.L.R.3d 308; 69 A.L.R.3d 1162; 76 A.L.R.3d 11; 99 A.L.R.3d 807; 99 A.L.R.3d 1080; 100 A.L.R.3d 10; 100 A.L.R.3d 940; 7 A.L.R.4th 308; 11 A.L.R.4th 241; 25 A.L.R.5th 696.

Effect of UCC article 9 upon conflict, as to funds in debtor's bank account, between secured creditor and bank claiming right of setoff, 3 A.L.R.4th 998.

Security interests in liquor licenses, 56 A.L.R.4th 1131.

Applicability of Article 9 of Uniform Commercial Code to assignment of rights under real-estate sales contract, lease agreement, or mortgage as collateral for separate transaction, 76 A.L.R.4th 765.

Construction and effect of "future advances" clauses under UCC Article 9, 90 A.L.R.4th 859.

Equitable estoppel of secured party's right to assert prior, perfected security interest against other secured creditor or subsequent purchaser under Article 9 of Uniform Commercial Code, 9 A.L.R.5th 708.

Liability of secured creditor under Uniform Commercial Code to third party on ground of unjust enrichment, 27 A.L.R.5th 719.

PART 1 GENERAL PROVISIONS

Law reviews.

- For article, "Revised Article 9 of Uniform Commercial Code Adopted," see 6 Ga. St. B.J. 22 (2001).

RESEARCH REFERENCES

C.J.S.

- 79 C.J.S., Secured Transactions, § 1 et seq.

PART 1 SHORT TITLE, DEFINITIONS, AND GENERAL CONCEPTS

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