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1What is a security agreement?
What is a security agreement?2What is collateral?
What is collateral?3What is a debtor?
What is a debtor?4What is an obligor?
What is an obligor?5In secured-transactions law, what is the difference between an obligor and a debtor?
In secured-transactions law, what is the difference between an obligor and a debtor?6Under the UCC, in what circumstances is a debtor insolvent?
Under the UCC, in what circumstances is a debtor insolvent?7What is a creditor?
What is a creditor?8What is a lien creditor?
What is a lien creditor?9Under Article 9 of the UCC, what does it mean to authenticate something?
Under Article 9 of the UCC, what does it mean to authenticate something?10In secured-transactions law, what is attachment?
In secured-transactions law, what is attachment?11In secured-transactions law, what is perfection?
In secured-transactions law, what is perfection?12What is a financing statement?
What is a financing statement?13In secured-transactions law, what is priority?
In secured-transactions law, what is priority?14How does the UCC define the proceeds of collateral?
How does the UCC define the proceeds of collateral?15A bank loaned a debtor $100,000 and took a security interest in the debtor’s very valuable stock in a prominent software company. Subsequently, the...
A bank loaned a debtor $100,000 and took a security interest in the debtor’s very valuable stock in a prominent software company. Subsequently, the debtor traded this stock for stock in a biotech company. Is the biotech-company stock properly classified as a proceed of the software-company stock?16How does Article 9 of the UCC define the term cash proceeds?
How does Article 9 of the UCC define the term cash proceeds?17Under Article 9 of the UCC, what are fixtures?
Under Article 9 of the UCC, what are fixtures?18What is an agricultural lien?
What is an agricultural lien?19What is an instrument?
What is an instrument?20A bank and a debtor agreed that the bank would extend the debtor a loan of $100,000, in exchange for a promissory note and sufficient collateral to...
A bank and a debtor agreed that the bank would extend the debtor a loan of $100,000, in exchange for a promissory note and sufficient collateral to secure the repayment obligation. Accordingly, the bank and the debtor executed two documents. The first document was a promissory note that contained the debtor’s promise to repay the loan and stated the terms under which the debtor was to repay the loan. The second was a security agreement granting the bank a security interest in certain of the debtor’s assets. How is the first document, the promissory note, classified under Article 9 of the UCC?21What is chattel paper?
What is chattel paper?22What is the difference between chattel paper and an instrument?
What is the difference between chattel paper and an instrument?23What is a general intangible?
What is a general intangible?24A debtor planned to open a new restaurant but needed cash. The debtor went to a bank to inquire about a loan. The bank agreed to lend money to the ...
A debtor planned to open a new restaurant but needed cash. The debtor went to a bank to inquire about a loan. The bank agreed to lend money to the debtor, but only if the debtor granted a security interest in the debtor’s most valuable assets, including its equipment, accounts, deposit accounts, and liquor license.How would Article 9 of the UCC classify the liquor license?25A tech startup company created a new software application that connected various social-media platforms into one easy-to-use interface. A bank had ...
A tech startup company created a new software application that connected various social-media platforms into one easy-to-use interface. A bank had a properly perfected security interest in the company’s equipment, inventory, accounts, deposit accounts, and general intangibles. Does the bank’s security interest cover the software implementing the startup company’s new application?26What is a payment intangible?
What is a payment intangible?27What is an account?
What is an account?28Does Article 9 govern the sale of accounts, chattel paper, payment intangibles, and promissory notes?
Does Article 9 govern the sale of accounts, chattel paper, payment intangibles, and promissory notes?29In general, what is a consignment under Article 9 of the UCC?
In general, what is a consignment under Article 9 of the UCC?30What requirements must a transaction meet to be classified as a consignment under Article 9 of the UCC?
What requirements must a transaction meet to be classified as a consignment under Article 9 of the UCC?31A debtor operated a jewelry store with high-end inventory. The debtor owned some of his inventory, but not everything he sold on his floor. Part of...
A debtor operated a jewelry store with high-end inventory. The debtor owned some of his inventory, but not everything he sold on his floor. Part of the debtor’s inventory was actually owned by a relative of the debtor with her own jewelry business. The business name under which the relative operated was practically indistinguishable from the debtor’s. Each piece of jewelry the debtor sold for the relative was handmade and priced at between $5,000 and $10,000. When the debtor first opened the jewelry store, he received a revolving loan from a bank, secured by the debtor’s inventory. Later, when the debtor decided to sell jewelry for the relative, he did not provide the bank notice of the arrangement. Is the arrangement between the debtor and the relative a consignment under Article 9 of the UCC?32Does UCC’s Article 9 govern security interests created in connection with the sale of goods under Article 2?
Does UCC’s Article 9 govern security interests created in connection with the sale of goods under Article 2?33Does UCC’s Article 9 govern security interests created in connection with the lease of goods under Article 2A?
Does UCC’s Article 9 govern security interests created in connection with the lease of goods under Article 2A?34Under what circumstances does a transaction in the form of a lease of goods create a security interest governed by UCC’s Article 9?
Under what circumstances does a transaction in the form of a lease of goods create a security interest governed by UCC’s Article 9?35What is a deposit account?
What is a deposit account?36In secured-transactions law, does the definition of account include deposit accounts?
In secured-transactions law, does the definition of account include deposit accounts?37Does Article 9 govern security interests arising under Article 4 in connection with bank deposits and collections?
Does Article 9 govern security interests arising under Article 4 in connection with bank deposits and collections?38What is a letter of credit?
What is a letter of credit?39How does the UCC define money?
How does the UCC define money?40How does the UCC define investment property?
How does the UCC define investment property?41The grant clause in a debtor’s security agreement with a bank stated, in part: “[The debtor] hereby grants [the bank] a security interest in all of...
The grant clause in a debtor’s security agreement with a bank stated, in part: “[The debtor] hereby grants [the bank] a security interest in all of its corporate stock holdings, as well as all its cryptocurrencies, including, for example, its Bitcoins and Litecoins.” Under the UCC, is the cryptocurrency properly classified as money?42What transactions are included within the scope of UCC Article 9?
What transactions are included within the scope of UCC Article 9?43What is a secured party?
What is a secured party?44What is the general rule regarding choice-of-law under the UCC?
What is the general rule regarding choice-of-law under the UCC?45A debtor authenticated a valid security agreement granting a finance company a security interest in the debtor’s equipment. The security agreement ...
A debtor authenticated a valid security agreement granting a finance company a security interest in the debtor’s equipment. The security agreement featured a choice-of-law provision stating that all matters relating to perfection of the security interest, the effect of perfection, or priority of the interest were to be governed by the law of a particular state. Later, a court was called upon to decide which state’s law should govern perfection of the finance company’s security interest.Under the UCC, should the court defer to the parties’ choice of law as set forth in their agreement?46What is the general choice-of-law rule applicable to transactions governed by Article 9 of the UCC?
What is the general choice-of-law rule applicable to transactions governed by Article 9 of the UCC?47What is the general choice-of-law rule applicable to transactions governed by Article 9 of the UCC where the debtor and the collateral consisting o...
What is the general choice-of-law rule applicable to transactions governed by Article 9 of the UCC where the debtor and the collateral consisting of goods are located in different states?48If collateral consists of goods, instruments, money, or tangible chattel paper, which jurisdiction’s law governs the effect of perfection or nonper...
If collateral consists of goods, instruments, money, or tangible chattel paper, which jurisdiction’s law governs the effect of perfection or nonperfection of a security interest and the priority of the interest?49A bank had a perfected security interest in a debtor’s assets (the collateral). The collateral consisted entirely of goods. The debtor was located ...
A bank had a perfected security interest in a debtor’s assets (the collateral). The collateral consisted entirely of goods. The debtor was located in State A, and the collateral was located in State B.Under Article 9 of the UCC, which state’s law governs whether and to what extent the bank’s security interest is perfected?50A debtor was located in State A. In State B, litigation arose concerning the priority of a security interest in the debtor’s equipment, which was a...
A debtor was located in State A. In State B, litigation arose concerning the priority of a security interest in the debtor’s equipment, which was also located in State A. The priority dispute was between two secured parties. Both secured parties claimed that their security interests were perfected by filing a properly completed financing statement in the appropriate office in State A. Which state’s substantive law should the State B court apply in assessing whether the parties properly perfected their security interests?51A debtor was located in State A. A bank enjoyed an attached security interest in all the debtor’s equipment, whether then owned or later acquired. ...
A debtor was located in State A. A bank enjoyed an attached security interest in all the debtor’s equipment, whether then owned or later acquired. The bank filed a financing statement with the proper State A office to perfect its security interest. Subsequently, the debtor bought a new piece of equipment from a dealer in State C. As the equipment was in transit from State C to State A, it passed through State B. While in transit through State B, the equipment was seized by another one of the debtor’s creditors. Regardless of where a lawsuit is brought, does State A’s law govern whether the bank’s security interest in the equipment is perfected, the effect of perfection, and the priority of the bank’s security interest?52What state does Article 9 of the UCC deem to be the location of an individual debtor?
What state does Article 9 of the UCC deem to be the location of an individual debtor?53How does Article 9 of the UCC define the term registered organization?
How does Article 9 of the UCC define the term registered organization?54What state does Article 9 of the UCC deem to be the location of a debtor that is an organization registered with the state?
What state does Article 9 of the UCC deem to be the location of a debtor that is an organization registered with the state?55What state does Article 9 of the UCC deem to be the location of a debtor that is an unregistered organization?
What state does Article 9 of the UCC deem to be the location of a debtor that is an unregistered organization?56If a security interest is perfected through possession of the collateral, which state’s law governs perfection?
If a security interest is perfected through possession of the collateral, which state’s law governs perfection?57What state law governs perfection, the effect of perfection, and priority for a fixture filing (i.e., a filing used to perfect an interest in a fix...
What state law governs perfection, the effect of perfection, and priority for a fixture filing (i.e., a filing used to perfect an interest in a fixture)?58Which state’s law governs perfection of a security interest in timber to be cut?
Which state’s law governs perfection of a security interest in timber to be cut?59What types of collateral are not subject to Article 9’s general rule that the law of the jurisdiction where the debtor is located controls perfecti...
What types of collateral are not subject to Article 9’s general rule that the law of the jurisdiction where the debtor is located controls perfection, the effect of perfection, and priority of a security interest?60What state law governs perfection, the effect of perfection, and priority for agricultural liens?
What state law governs perfection, the effect of perfection, and priority for agricultural liens?61If a security interest is perfected by compliance with a certificate-of-title system, which state’s law governs perfection?
If a security interest is perfected by compliance with a certificate-of-title system, which state’s law governs perfection?62A debtor was in the business of selling cars. A bank had a security interest in all the debtor’s inventory of cars, whether owned when the security...
A debtor was in the business of selling cars. A bank had a security interest in all the debtor’s inventory of cars, whether owned when the security interest arose or acquired later (i.e., a floating lien). The cars were located in State A. The bank had perfected its security interest in the cars by complying with State A’s certificate-of-title system. As a result, there was a valid certificate of title for each car that noted the bank’s security interest. Later, the debtor took the cars to State B and sold them to a buyer in the ordinary course of business. Which state’s law controls whether the buyer obtained clean certificates of title (i.e., certificates that do not reflect any security interest)?63If collateral consists of a deposit account, which state’s law governs perfection of the security interest, the effect of perfection, and priority ...
If collateral consists of a deposit account, which state’s law governs perfection of the security interest, the effect of perfection, and priority of the interest?64If collateral consists of investment property, which state’s law governs perfection of the interest, the effect of perfection, and priority of the ...
If collateral consists of investment property, which state’s law governs perfection of the interest, the effect of perfection, and priority of the interest if the security interest is perfected by filing?65What law governs the perfection, the effect of perfection, and priority of a security interest in a letter-of-credit right?
What law governs the perfection, the effect of perfection, and priority of a security interest in a letter-of-credit right?66Does Article 9 govern statutory liens that are not attached to agricultural goods?
Does Article 9 govern statutory liens that are not attached to agricultural goods?67Does Article 9 of the UCC govern the process to obtain a non-consensual lien on a debtor’s personal property?
Does Article 9 of the UCC govern the process to obtain a non-consensual lien on a debtor’s personal property?68A debtor was having a hard time meeting its financial obligations. One month, loathe to miss a payment to an important vendor, the debtor decided t...
A debtor was having a hard time meeting its financial obligations. One month, loathe to miss a payment to an important vendor, the debtor decided to skip a payment on its local property taxes. The municipality went through the appropriate judicial process and had a tax lien put on all of the debtor’s personal property. The municipality recorded the lien using the state’s UCC Article 9 recordation system. This would furnish the debtor’s future creditors notice that the debtor had unmet tax obligations to the municipality, which was now a lien creditor. To what extent is the tax lien within the scope of Article 9 of the UCC?69Does Article 9 of the UCC apply to a judgment creditor’s non-consensual lien against a debtor’s real property that is not a security interest in fi...
Does Article 9 of the UCC apply to a judgment creditor’s non-consensual lien against a debtor’s real property that is not a security interest in fixtures?70Does Article 9 apply to a sale of receivables that is part of a sale of an entire business in which they arose?
Does Article 9 apply to a sale of receivables that is part of a sale of an entire business in which they arose?71Does Article 9 apply to the assignment of a single account, payment intangible, or promissory note in full or partial satisfaction of a preexisting...
Does Article 9 apply to the assignment of a single account, payment intangible, or promissory note in full or partial satisfaction of a preexisting debt?72Under what circumstances does Article 9 apply to transfers of interests in or assignments of claims under insurance policies?
Under what circumstances does Article 9 apply to transfers of interests in or assignments of claims under insurance policies?73Under what circumstances does Article 9 apply to an assignment of a tort claim?
Under what circumstances does Article 9 apply to an assignment of a tort claim?74What is a purchase-money security interest?
What is a purchase-money security interest?75Which types of collateral are eligible for classification as purchase-money collateral?
Which types of collateral are eligible for classification as purchase-money collateral?76A debtor approached a seller to purchase new equipment for the debtor’s business. The seller agreed to sell the equipment on credit, but only if th...
A debtor approached a seller to purchase new equipment for the debtor’s business. The seller agreed to sell the equipment on credit, but only if the debtor agreed to grant the seller a security interest in the equipment to secure payment of the purchase price. Assuming the seller gets the precise security interest it wants, what kind of security interest does the seller have?77A debtor wanted to expand its restaurant and needed, among other things, new kitchen equipment. Lacking the cash for the expansion, the debtor appr...
A debtor wanted to expand its restaurant and needed, among other things, new kitchen equipment. Lacking the cash for the expansion, the debtor approached a bank. The bank agreed to lend the debtor $100,000 to facilitate the general expansion, taking a security interest in all the debtor’s current and later-acquired equipment and inventory. The bank perfected the security interest by filing a financing statement. Later, the debtor started the expansion by using some of the $100,000 to buy the kitchen equipment. However, the debtor became insolvent a year later. The bank claimed to have a purchase-money security interest (PMSI) in the kitchen equipment. Does the bank have a PMSI in the debtor’s kitchen equipment?78A recent law-school graduate needed to purchase a car to commute to and from her new job. She had $3,000 cash, but she needed more to buy a reliabl...
A recent law-school graduate needed to purchase a car to commute to and from her new job. She had $3,000 cash, but she needed more to buy a reliable car. To that end, the graduate bought a $20,000 car, paid $3,000 down, and financed the $17,000 difference through the dealership. The graduate noticed in the paperwork she signed that the dealership was getting a security interest in the car. The parties finished the paperwork, and the graduate drove away in her new car. What interest does the dealership have in the car?79What types of security interests may a secured party perfect by control?
What types of security interests may a secured party perfect by control?80In what three ways may a secured party establish control of a deposit account?
In what three ways may a secured party establish control of a deposit account?81To secure a 10-year loan, a debtor granted a bank a security interest in the debtor’s equipment, inventory, accounts, and deposit accounts. To perf...
To secure a 10-year loan, a debtor granted a bank a security interest in the debtor’s equipment, inventory, accounts, and deposit accounts. To perfect this security interest, the bank filed a UCC-1 financing statement with the appropriate state office. The bank took no further action to perfect its security interest. Is the bank’s security interest perfected with respect to the deposit accounts?82If a secured party takes control of a deposit account, may the debtor maintain the right to direct the disposition of the funds in the deposit acco...
If a secured party takes control of a deposit account, may the debtor maintain the right to direct the disposition of the funds in the deposit account?83How does a secured party establish control of electronic chattel paper?
How does a secured party establish control of electronic chattel paper?84How does a secured party establish control of investment property?
How does a secured party establish control of investment property?85How may a secured party establish control of a letter-of-credit right?
How may a secured party establish control of a letter-of-credit right?86How does the UCC define goods?
How does the UCC define goods?87What are consumer goods?
What are consumer goods?88What are farm products?
What are farm products?89What is inventory?
What is inventory?90A debtor was a pizza restaurant that used a certain kind of flour to make the pizza it sold. The debtor also sold that flour directly to its patron...
A debtor was a pizza restaurant that used a certain kind of flour to make the pizza it sold. The debtor also sold that flour directly to its patrons in small, individual packages. How would Article 9 of the UCC classify the flour?91What is equipment?
What is equipment?92A debtor used a computer for administrative work in connection with its restaurant business. How would Article 9 of the UCC classify the computer?
A debtor used a computer for administrative work in connection with its restaurant business. How would Article 9 of the UCC classify the computer?93A florist was in the business of selling floral arrangements. The florist approached a bank for a loan. The bank would only extend a loan if the fl...
A florist was in the business of selling floral arrangements. The florist approached a bank for a loan. The bank would only extend a loan if the florist could provide sufficient collateral. The florist offered the following assets as collateral: two delivery vans; the furniture in the florist’s stores, including the office furniture; all of the florist’s computers; and the florist’s arrangement supplies (e.g., wrapping, disposable bags, and ribbons).How are these items classified under Article 9 of the UCC?94What are the four categories of goods under the UCC?
What are the four categories of goods under the UCC?95A debtor wanted to purchase a car for her personal use. She lacked enough cash to purchase a car outright. A dealership sold her a car on credit an...
A debtor wanted to purchase a car for her personal use. She lacked enough cash to purchase a car outright. A dealership sold her a car on credit and retained a security interest in the car (the collateral) to secure the payment obligation. The term of the loan was three years. For the first year, the debtor put the car solely to personal use (e.g., commuting to work and running errands). The next year, the debtor decided to open a new food-delivery business. The debtor began using the car primarily to deliver food for the business. Did the debtor’s change to using the car for her food-delivery business change the classification of the car as a particular type of collateral?96How do courts generally assess whether a particular good is a fixture?
How do courts generally assess whether a particular good is a fixture?97A hotelier was known for creating unusually beautiful landscapes and gardens for its guests. After getting a secured loan from a bank, the hotelier...
A hotelier was known for creating unusually beautiful landscapes and gardens for its guests. After getting a secured loan from a bank, the hotelier purchased hundreds of rare, prized rose bushes to plant in a new rose garden, which was to be a key feature of the hotel. The rose bushes were part of the collateral securing the bank’s loan. Over the years, this world-class rose garden became one of the hotelier’s most valuable assets. The bushes’ roots extended deep into the soil, and removing them would entail exceeding effort and expense, greatly damaging the land. Would Article 9 of the UCC most likely classify the rose bushes as fixtures?98What is a fixture filing?
What is a fixture filing?99In general, what are the six ways to adequately describe collateral in a security agreement?
In general, what are the six ways to adequately describe collateral in a security agreement?100A small-business debtor executed a security agreement that granted a bank “a security interest in all of [the debtor’s] equipment, now owned and he...
A small-business debtor executed a security agreement that granted a bank “a security interest in all of [the debtor’s] equipment, now owned and hereafter acquired.” Does this grant clause sufficiently identify the collateral?101To secure a $100,000 loan from a bank, a debtor executed a promissory note in the bank’s favor. The debtor then signed a separate document stating:...
To secure a $100,000 loan from a bank, a debtor executed a promissory note in the bank’s favor. The debtor then signed a separate document stating: “[The debtor] grants a security interest in its equipment to the bank to secure repayment of the $100,000 loan as evidenced by the separate promissory note previously executed.”Does the language in the debtor’s separate document sufficiently describe the collateral?102A debtor executed a security agreement with the following granting clause: “[The debtor] hereby grants [the bank] a security interest in all its as...
A debtor executed a security agreement with the following granting clause: “[The debtor] hereby grants [the bank] a security interest in all its assets.”Does this language sufficiently describe the collateral?103May a financing statement describe collateral in supergeneric language?
May a financing statement describe collateral in supergeneric language?104Under what circumstances is a description by type of collateral insufficient under the UCC?
Under what circumstances is a description by type of collateral insufficient under the UCC?105A debtor was a public company with a significant stock portfolio. When the debtor sought a new round of financing, the lending bank required that t...
A debtor was a public company with a significant stock portfolio. When the debtor sought a new round of financing, the lending bank required that the debtor use the stock portfolio as collateral to secure repayment. Accordingly, the parties executed a security agreement with the following granting clause: “[The debtor] grants the bank a security interest in its current or hereafter acquired investment property.” Does this grant clause sufficiently identify the collateral?106A debtor was a consumer. She decided to borrow money from a bank to pay off high-interest debt. The bank wanted collateral to secure the loan, but ...
A debtor was a consumer. She decided to borrow money from a bank to pay off high-interest debt. The bank wanted collateral to secure the loan, but the debtor did not have great credit or many assets. However, the debtor did have a few valuable stocks, and the parties decided that the debtor’s stock portfolio would serve as collateral. The parties executed a security agreement with the following granting clause: “[The debtor] grants [the bank] a security interest in her investment property.” Does this grant clause reasonably identify the collateral?107What must a security agreement identify to adequately describe commercial tort claims?
What must a security agreement identify to adequately describe commercial tort claims?108Are any security interests arising under Article 2 or 2A of the UCC subject to Article 9 of the UCC?
Are any security interests arising under Article 2 or 2A of the UCC subject to Article 9 of the UCC?109In general, if a party receives a security interest in goods arising under Article 2 or 2A of the UCC, must it follow the normal steps of attachmen...
In general, if a party receives a security interest in goods arising under Article 2 or 2A of the UCC, must it follow the normal steps of attachment and perfection under Article 9 of the UCC to enjoy an enforceable security interest with priority over competing claimants to the goods?110A seller owned equipment subject to a perfected security interest in favor of a bank. A buyer purchased and, later, accepted delivery of the equipm...
A seller owned equipment subject to a perfected security interest in favor of a bank. A buyer purchased and, later, accepted delivery of the equipment. However, upon prompt inspection, the buyer learned that the equipment did not conform to the seller’s contractual representations. Accordingly, the buyer justifiably revoked acceptance while in possession of the equipment. Does the buyer have a security interest in the equipment under the UCC?111A lessor owned equipment subject to a perfected security interest in favor of a bank. A lessee leased this equipment and was in possession of it. S...
A lessor owned equipment subject to a perfected security interest in favor of a bank. A lessee leased this equipment and was in possession of it. Subsequently, the lessee learned that the lessor was in default on its obligations to the bank, and the bank was going to foreclose on the lessor’s assets subject to the bank’s security interest. The lessee also learned, upon promptly inspecting the equipment, that it did not conform to the lease contract. The lessee rightfully rejected the equipment but was still in possession of the equipment.Does Article 2A control the bank’s rights with respect to the equipment in the lessee’s possession?112Does Article 9 of the UCC provide automatic perfection, or other special protection, regarding a security interest in favor of a consignor?
Does Article 9 of the UCC provide automatic perfection, or other special protection, regarding a security interest in favor of a consignor?113May a consignor of goods obtain a purchase-money security interest (PMSI) in inventory that it consigns to another to sell on its behalf?
May a consignor of goods obtain a purchase-money security interest (PMSI) in inventory that it consigns to another to sell on its behalf?114A consignor and a debtor agreed that the debtor would sell the consignor’s inventory on the consignor’s behalf. The parties signed an enforceable s...
A consignor and a debtor agreed that the debtor would sell the consignor’s inventory on the consignor’s behalf. The parties signed an enforceable security agreement giving the consignor a security interest in the inventory, of which the debtor then took possession. A few days after the debtor took possession, the consignor perfected its security interest by filing an appropriate financing statement covering the consigned inventory. The consignor did not notify any holders of conflicting security interests.Does the consignor have a purchase-money security interest (PMSI) in the consigned goods, with priority over competing prior claimants?115A consignor and a debtor agreed that the debtor would sell the consignor’s inventory on the consignor’s behalf. The parties signed an enforceable s...
A consignor and a debtor agreed that the debtor would sell the consignor’s inventory on the consignor’s behalf. The parties signed an enforceable security agreement granting the consignor an enforceable security interest in the inventory. Before delivering the inventory to the debtor, the consignor perfected this security interest by filing an appropriate financing statement. The debtor then took possession of the inventory and proceeded to offer it for sale. The consignor did not notify any holders of conflicting security interests.Does the consignor have a purchase-money security interest in the consigned inventory with priority over competing prior claimants (i.e., a first-priority PMSI)?