[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"detail-sidebar-cat-0-en-105":3,"doc-seo-291602-105":59,"doc-detail-291602-en":131},{"code":4,"msg":5,"data":6},0,"success",[7,13,18,23,28,33,38,43,48,51,55],{"id":8,"doc_module":4,"doc_module_name":9,"category_name":10,"show_sort_weight":11,"slug":12},1,"Document","Story & Novel",90,"story-novel",{"id":14,"doc_module":4,"doc_module_name":9,"category_name":15,"show_sort_weight":16,"slug":17},2,"Literature",80,"literature",{"id":19,"doc_module":4,"doc_module_name":9,"category_name":20,"show_sort_weight":21,"slug":22},4,"Exam",70,"exam",{"id":24,"doc_module":4,"doc_module_name":9,"category_name":25,"show_sort_weight":26,"slug":27},5,"Comic",60,"comic",{"id":29,"doc_module":4,"doc_module_name":9,"category_name":30,"show_sort_weight":31,"slug":32},6,"Technology",50,"technology",{"id":34,"doc_module":4,"doc_module_name":9,"category_name":35,"show_sort_weight":36,"slug":37},7,"Healthcare",40,"healthcare",{"id":39,"doc_module":4,"doc_module_name":9,"category_name":40,"show_sort_weight":41,"slug":42},8,"Research & Report",30,"research-report",{"id":44,"doc_module":4,"doc_module_name":9,"category_name":45,"show_sort_weight":46,"slug":47},9,"Religion & Spirituality",20,"religion-spirituality",{"id":46,"doc_module":4,"doc_module_name":9,"category_name":49,"show_sort_weight":46,"slug":50},"World Cup","world-cup",{"id":52,"doc_module":4,"doc_module_name":9,"category_name":53,"show_sort_weight":52,"slug":54},10,"Lifestyle","lifestyle",{"id":56,"doc_module":4,"doc_module_name":9,"category_name":57,"show_sort_weight":24,"slug":58},19,"General","general",{"code":4,"msg":60,"data":61},"ok",{"site_id":62,"language":63,"slug":64,"title":65,"keywords":66,"description":67,"schema_data":68,"social_meta":124,"head_meta":126,"extra_data":128,"updated_unix":130},105,"en","timed-to-perfection-peb-commentary-on-the-priority-of-security-interests","Timed to Perfection: PEB Commentary on the Priority of Security Interests","","This article explains how the Permanent Editorial Board for the Uniform Commercial Code (PEB) issues commentaries to resolve ambiguities and reconcile divergent judicial or scholarly interpretations of the UCC. It focuses on two newly issued PEB Commentaries, No. 29 and No. 30, which analyze competing creditors’ rights in receivables when one creditor pre-files, a debtor sells the receivable, and the initial creditor later perfects its lien. The article concludes the first-filed creditor prevails by applying UCC Article 9 priority rules rather than the nemo dat principle.",{"@graph":69,"@context":123},[70,84,106],{"@type":71,"itemListElement":72},"BreadcrumbList",[73,77,79,82],{"item":74,"name":75,"@type":76,"position":8},"https://docshare.wps.com","Home","ListItem",{"item":78,"name":9,"@type":76,"position":14},"https://docshare.wps.com/document/",{"item":80,"name":40,"@type":76,"position":81},"https://docshare.wps.com/document/research-report/",3,{"item":83,"name":65,"@type":76,"position":19},"https://docshare.wps.com/document/timed-to-perfection-peb-commentary-on-the-priority-of-security-interests/291602/",{"url":83,"name":65,"@type":85,"image":86,"author":91,"headline":65,"publisher":94,"fileFormat":97,"inLanguage":63,"description":67,"dateModified":98,"datePublished":99,"encodingFormat":97,"isAccessibleForFree":100,"interactionStatistic":101},"DigitalDocument",{"url":87,"@type":88,"width":89,"height":90},"https://docshare.wps.com/thumbnails/timed-to-perfection-peb-commentary-on-the-priority-of-security-interests/291602.png","ImageObject",300,407,{"name":92,"@type":93},"4398046744996","Person",{"url":74,"name":95,"@type":96},"DocShare","Organization","application/pdf","2026-10-27","2026-09-17",true,{"@type":102,"interactionType":103,"userInteractionCount":105},"InteractionCounter",{"@type":104},"ViewAction",16,{"@type":107,"mainEntity":108},"FAQPage",[109,115,119],{"name":110,"@type":111,"acceptedAnswer":112},"What is the purpose of PEB commentaries under the UCC?","Question",{"text":113,"@type":114},"PEB commentaries aim to resolve ambiguities in the UCC, address differing outcomes in judicial opinions or writings, and interpret how the UCC works in light of statutes, regulations, or case law.","Answer",{"name":116,"@type":111,"acceptedAnswer":117},"What shared scenario do PEB Commentaries No. 29 and No. 30 analyze?",{"text":118,"@type":114},"In both, a creditor pre-files a financing statement against receivables, the debtor sells the receivable to another creditor who also files, and the initial creditor then perfects its lien on the receivable.",{"name":120,"@type":111,"acceptedAnswer":121},"Why does the initial creditor prevail in these scenarios?",{"text":122,"@type":114},"The article states that the outcome is determined by applying Article 9’s priority rules, which resolve competing secured parties’ relative rights, rather than relying on the nemo dat principle.","https://schema.org",{"og:url":83,"og:type":125,"og:title":65,"og:site_name":95,"og:description":67},"article",{"robots":127,"canonical":83},"index,follow",{"doc_id":129,"site_id":62},291602,1789646111,{"code":4,"msg":5,"data":132},{"doc_id":129,"user_id":133,"nickname":92,"user_avatar":66,"doc_module":4,"category_id":39,"category_name":40,"doc_title":65,"doc_description":67,"doc_content":134,"file_id":135,"file_url":136,"file_type":137,"file_size":138,"view_count":105,"is_deleted":4,"is_public":8,"is_downloadable":8,"audit_status":8,"page_count":19,"language":139,"language_code":63,"site_id":62,"html_lang":63,"table_of_contents":140,"faqs":141,"seo_title":142,"seo_description":67,"update_tm":130,"read_time":52,"preview_page_count":4},4398046744996,"SECurEd TrAnSACTionS  \nTimed to Perfection: PEB Commentary on the Priority of Security Interests  \nBy Barbara M. Goodstein and Adam C. Wolk  \nApril 2, 2025  \nPEB Commentaries  \nReaders of this column know that a very helpful resource in successfully navigating the UCC is the Permanent Editorial Board for the Uniform Commercial Code (PEB) .  \nThe PEB is a joint committee of members of the American Law Institute and the Uniform Law Commission that from time to time issues commentaries interpreting the UCC or its official comments.  \nThe PEB began issuing commentaries in 1990. These commentaries aim to resolve ambiguities in the UCC, address issues where judicial opinions or legal writings differ on outcomes, apply the UCC to new or changed circumstances, or interpret the UCC’s role in light of applicable statutes, regulations or case law that may seem to suggest differing results.  \nThey at times provide perspective on how a provision works or should work, often in response to a  \nBARBARA M. GOODSTEIN and ADAM C. WOLK are partners in the Banking and Finance Practice at Mayer Brown. BEN N. CROSBY, an associate at the firm, assisted in the preparation of this article.  \nBarbara M. Goodstein and Adam C. Wolk  \njudicial decision misconstruing such provision. In other instances, they recommend specific amendments to the statute or will amend or supplement the UCC Official Comments.  \nThe commentaries are often persuasive to courts, even when they don’t go so far as to change the official comments or propose statutory changes.  \nRecently, the PEB has been issuing commentaries more frequently. Of its total of 32 commentaries, 12 have been issued since 2009. And in fact, four of those 12 were issued on one day, Feb. 27, 2025. In this column we discuss the first two of those four new commentaries-PEB Commentaries No. 29 and 30.  \nPEB Commentaries no. 29 and 30  \nPEB Commentaries No. 29 and 30 address similar issues based on similar fact patterns. In both commentaries three things happen.  \nFirst, a creditor pre-files a financing statement (with proper authorization) against what the PEB refers to as receivables (which, in the case of Commentary No. 29, consists of payment intangibles, promissory notes, accounts and chattel paper, but, in the case of Commentary No. 30, consists of just payment intangibles and promissory notes, since that commentary focuses on automatic perfection) .  \nThe debtor then sells that receivable to a different creditor, who also files a financing statement. The  \nPEB Commentaries no. 29 and 30 address similar issues based on similar fact patterns.  \ninitial creditor then perfects its lien on that receivable. Who wins? While there are different nuances in these two sets of circumstances, in both cases the result is the same. The initial creditor prevails.  \nCommentary no. 29  \nCommentary No. 29 is centered around the following hypothetical (paraphrased for brevity):  \n1. At time T, Creditor 1 (C1) files a financing statement covering debtor’s accounts. There is no signed security agreement.  \n2. At time T+1, the debtor sells an account (X) to Creditor 2 (C2) and C2 files a financing statement covering X.  \n3. At time T+2, the debtor signs a security agreement granting C1 a security interest in X.  \nAccording to the PEB, some believe that once the debtor has sold X to C2, it can no longer grant a  \nsecurity interest in that asset because it does not have rights in that collateral. The PEB disagrees.  \nThe PEB notes that Article 9 has two sets of rules that determine the rights of a secured party as against other claimants. One is referred to as the nemo dat principle, an abbreviation for the legal maxim nemo dat quod non habet (meaning “one cannot give what he does not have”), reflected in Section 9-203(b)(2) as a requirement for obtaining an enforceable security interest.  \nThe other is Article 9’s set of priority rules contained in Sections 9-322 et seq. The PEB then states that“the relative rights of two secure","cbCaisIGfJfuziyS","https://ap.wps.com/l/cbCaisIGfJfuziyS","pdf",337972,"English","# PEB’s Role in Interpreting the UCC\n## Purpose and frequency of PEB commentaries\n# The Two Commentaries: No. 29 and No. 30\n## Common fact pattern and outcome\n# Commentary No. 29 Hypothetical and Analysis\n## Creditor pre-filing and later security agreement\n## nemo dat principle vs. Article 9 priority rules\n## First-to-file or perfect (FTFOP) rule\n# Policy Rationale and Supporting Authorities\n## Protecting the filing system and reliance on priority rules","[{\"question\":\"What is the purpose of PEB commentaries under the UCC?\",\"answer\":\"PEB commentaries aim to resolve ambiguities in the UCC, address differing outcomes in judicial opinions or writings, and interpret how the UCC works in light of statutes, regulations, or case law.\"},{\"question\":\"What shared scenario do PEB Commentaries No. 29 and No. 30 analyze?\",\"answer\":\"In both, a creditor pre-files a financing statement against receivables, the debtor sells the receivable to another creditor who also files, and the initial creditor then perfects its lien on the receivable.\"},{\"question\":\"Why does the initial creditor prevail in these scenarios?\",\"answer\":\"The article states that the outcome is determined by applying Article 9’s priority rules, which resolve competing secured parties’ relative rights, rather than relying on the nemo dat principle.\"}]","Timed to Perfection: PEB Commentary on the Priority of Security Interests | PDF"]