34.1-9-604. Procedure if security agreement covers real property or fixtures.
(a) If a security agreement covers both personal and real property, a secured party may proceed:
(i) Under this part as to the personal property without prejudicing any rights with respect to the real property; or
(ii) As to both the personal property and the real property in accordance with the rights with respect to the real property, in which case the other provisions of this part do not apply.
(b) Subject to subsection (c), if a security agreement covers goods that are or become fixtures, a secured party may proceed:
(i) Under this part; or
(ii) In accordance with the rights with respect to real property, in which case the other provisions of this part do not apply.
(c) Subject to the other provisions of this part, if a secured party holding a security interest in fixtures has priority over all owners and encumbrancers of the real property, the secured party, after default, may remove the collateral from the real property.
(d) A secured party that removes collateral shall promptly reimburse any encumbrancer or owner of the real property, other than the debtor, for the cost of repair of any physical injury caused by the removal. The secured party need not reimburse the encumbrancer or owner for any diminution in value of the real property caused by the absence of the goods removed or by any necessity of replacing them. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.
(a) A secured party does not owe a duty based on its status as secured party:
(i) To a person that is a debtor or obligor, unless the secured party knows:
(A) That the person is a debtor or obligor;
(B) The identity of the person; and
(C) How to communicate with the person; or
(ii) To a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(A) That the person is a debtor; and
(B) The identity of the person.
34.1-9-606. Time of default for agricultural lien.
For purposes of this part, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in accordance with the statute under which it was created.
34.1-9-607. Collection and enforcement by secured party.
(a) If so agreed, and in any event after default, a secured party:
(i) May notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;
(ii) May take any proceeds to which the secured party is entitled under section 34.1-9-315;
(iii) May enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;
(iv) If it holds a security interest in a deposit account perfected by control under section 34.1-9-104(a)(i), may apply the balance of the deposit account to the obligation secured by the deposit account; and
(v) If it holds a security interest in a deposit account perfected by control under section 34.1-9-104(a)(ii) or (iii), may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.
(b) If necessary to enable a secured party to exercise under paragraph (a)(iii) the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded:
(i) A copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and
(ii) The secured party's sworn affidavit in recordable form stating that:
(A) A default has occurred with respect to the obligation secured by the mortgage; and
(B) The secured party is entitled to enforce the mortgage nonjudicially.
(c) A secured party shall proceed in a commercially reasonable manner if the secured party:
(i) Undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and
(ii) Is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.
(d) A secured party may deduct from the collections made pursuant to subsection (c) reasonable expenses of collection and enforcement, including reasonable attorney's fees and legal expenses incurred by the secured party.
(e) This section does not determine whether an account debtor, bank or other person obligated on collateral owes a duty to a secured party.
34.1-9-608. Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.
(a) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply:
(i) A secured party shall apply or pay over for application the cash proceeds of collection or enforcement under W.S. 34.1-9-607 in the following order to:
(A) The reasonable expenses of collection and enforcement and, to the extent provided for by agreement and not prohibited by law, reasonable attorney's fees and legal expenses incurred by the secured party;
(B) The satisfaction of obligations secured by the security interest or agricultural lien under which the collection or enforcement is made; and
(C) The satisfaction of obligations secured by any subordinate security interest in or other lien on the collateral subject to the security interest or agricultural lien under which the collection or enforcement is made if the secured party receives an authenticated demand for proceeds before distribution of the proceeds is completed.
(ii) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder complies, the secured party need not comply with the holder's demand under subparagraph (a)(i)(C);
(iii) A secured party need not apply or pay over for application noncash proceeds of collection and enforcement under W.S. 34.1-9-607 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner;
(iv) A secured party shall account to and pay a debtor for any surplus, and the obligor is liable for any deficiency.
(b) If the underlying transaction is a sale of accounts, chattel paper, payment intangibles or promissory notes, the debtor is not entitled to any surplus, and the obligor is not liable for any deficiency.
34.1-9-609. Secured party's right to take possession after default.
(a) After default, a secured party:
(i) May take possession of the collateral; and
(ii) Without removal, may render equipment unusable and dispose of collateral on a debtor's premises under section 34.1-9-610.
(b) A secured party may proceed under subsection (a):
(i) Pursuant to judicial process; or
(ii) Without judicial process, if it proceeds without breach of the peace.
(c) If so agreed, and in any event after default, a secured party may require the debtor to assemble the collateral and make it available to the secured party at a place to be designated by the secured party which is reasonably convenient to both parties.
34.1-9-610. Disposition of collateral after default.
(a) After default, a secured party may sell, lease, license or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.
(b) Every aspect of a disposition of collateral, including the method, manner, time, place and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one (1) or more contracts, as a unit or in parcels, and at any time and place and on any terms.
(c) A secured party may purchase collateral:
(i) At a public disposition; or
(ii) At a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.
(d) A contract for sale, lease, license or other disposition includes the warranties relating to title, possession, quiet enjoyment and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.
(e) A secured party may disclaim or modify warranties under subsection (d):
(i) In a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or
(ii) By communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.
(f) A record is sufficient to disclaim warranties under subsection (e) if it indicates "there is no warranty relating to title, possession, quiet enjoyment or the like in this disposition" or uses words of similar import.
34.1-9-611. Notification before disposition of collateral.
(a) In this section, "notification date" means the earlier of the date on which:
(i) A secured party sends to the debtor and any secondary obligor an authenticated notification of disposition; or
(ii) The debtor and any secondary obligor waive the right to notification.
(b) Except as otherwise provided in subsection (d), a secured party that disposes of collateral under section 34.1-9-610 shall send to the persons specified in subsection (c) a reasonable authenticated notification of disposition.
(c) To comply with subsection (b), the secured party shall send an authenticated notification of disposition to:
(i) The debtor;
(ii) Any secondary obligor; and
(iii) If the collateral is other than consumer goods:
(A) Any other person from which the secured party has received, before the notification date, an authenticated notification of a claim of an interest in the collateral;
(B) Any other secured party or lienholder that, ten (10) days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(I) Identified the collateral;
(II) Was indexed under the debtor's name as of that date; and
(III) Was filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and
(C) Any other secured party that, ten (10) days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation or treaty described in section 34.1-9-311(a).
(d) Subsection (b) does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.
(e) A secured party complies with the requirement for notification prescribed by subparagraph (c)(iii)(B) if:
(i) Not later than twenty (20) days or earlier than thirty (30) days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor's name in the office indicated in subparagraph (c)(iii)(B); and
(ii) Before the notification date, the secured party:
(A) Did not receive a response to the request for information; or
(B) Received a response to the request for information and sent an authenticated notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.
34.1-9-612. Timeliness of notification before disposition of collateral.
(a) Except as otherwise provided in subsection (b), whether a notification is sent within a reasonable time is a question of fact.
(b) In a transaction other than a consumer transaction, a notification of disposition sent after default and ten (10) days or more before the earliest time of disposition set forth in the notification is sent within a reasonable time before the disposition.
34.1-9-613. Contents and form of notification before disposition of collateral: general.
(a) Except in a consumer-goods transaction, the following rules apply:
(i) The contents of a notification of disposition are sufficient if the notification:
(A) Describes the debtor and the secured party;
(B) Describes the collateral that is the subject of the intended disposition;
(C) States the method of intended disposition;
(D) States that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and
(E) States the time and place of a public disposition or the time after which any other disposition is to be made.
(ii) Whether the contents of a notification that lacks any of the information specified in paragraph (i) are nevertheless sufficient is a question of fact;
(iii) The contents of a notification providing substantially the information specified in paragraph (i) are sufficient, even if the notification includes:
(A) Information not specified by that paragraph; or
(B) Minor errors that are not seriously misleading.
(iv) A particular phrasing of the notification is not required;
(v) The following form of notification and the form appearing in section 34.1-9-614(c), when completed, each provides sufficient information: NOTIFICATION OF DISPOSITION OF COLLATERAL To: (Name of debtor, obligor or other person to which the notification is sent) From: (Name, address and telephone number of secured party) Name of Debtor(s): (Include only if debtor(s) are not an addressee) For a public disposition: We will sell (or lease or license, as applicable) the (describe collateral) to the highest qualified bidder in public as follows: Day and Date: Time: Place: For a private disposition: We will sell (or lease or license, as applicable) the (describe collateral) privately sometime after .... day and .... date. You are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell (or lease or license, as applicable) for a charge of $ .... You may request an accounting by calling us at .... telephone number.
34.1-9-614. Contents and form of notification before disposition of collateral: consumer-goods transaction.
(a) In a consumer-goods transaction, the following rules apply:
(i) A notification of disposition must provide the following information:
(A) The information specified in section 34.1-9-613(a)(i);
(B) A description of any liability for a deficiency of the person to which the notification is sent;
(C) A telephone number from which the amount that must be paid to the secured party to redeem the collateral under section 34.1-9-623 is available; and
(D) A telephone number or mailing address from which additional information concerning the disposition and the obligation secured is available.
(ii) A particular phrasing of the notification is not required;
(iii) The following form of notification, when completed, provides sufficient information: Name and address of secured party Date NOTICE OF OUR PLAN TO SELL PROPERTY Name and address of any obligor who is also a debtor Subject: (Identification of Transaction) We have your (describe collateral), because you broke promises in our agreement. For a public disposition: We will sell (describe collateral) at public sale. A sale could include a lease or license. The sale will be held as follows: Date: Time: Place: You may attend the sale and bring bidders if you want. For a private disposition: We will sell (describe collateral) at private sale sometime after .... date. A sale could include a lease or license. The money that we get from the sale, after paying our costs, will reduce the amount you owe. If we get less money than you owe, you (will or will not, as applicable) still owe us the difference. If we get more money than you owe, you will get the extra money, unless we must pay it to someone else. You can get the property back at any time before we sell it by paying us the full amount you owe (not just the past due payments), including our expenses. To learn the exact amount you must pay, call us at .... telephone number. If you want us to explain to you in writing how we have figured the amount that you owe us, you may call us at ... telephone number or write us at .... secured party's address and request a written explanation. We will charge you $ .... for the explanation if we sent you another written explanation of the amount you owe us within the last six (6) months. If you need more information about the sale call us at .... telephone number or write us at .... secured party's address. We are sending this notice to the following other people who have an interest in (describe collateral) or who owe money under your agreement: Names of all other debtors and obligors, if any
(iv) A notification in the form of paragraph (iii) is sufficient, even if additional information appears at the end of the form;
(v) A notification in the form of paragraph (iii) is sufficient, even if it includes errors in information not required by paragraph (i), unless the error is misleading with respect to rights arising under this article;
(vi) If a notification under this section is not in the form of paragraph (iii), law other than this article determines the effect of including information not required by paragraph (i).
34.1-9-615. Application of proceeds of disposition; liability for deficiency and right to surplus.
(a) A secured party shall apply or pay over for application the cash proceeds of disposition under W.S. 34.1-9-610 in the following order to:
(i) The reasonable expenses of retaking, holding, preparing for disposition, processing and disposing, and, to the extent provided for by agreement and not prohibited by law, reasonable attorney's fees and legal expenses incurred by the secured party;
(ii) The satisfaction of obligations secured by the security interest or agricultural lien under which the disposition is made;
(iii) The satisfaction of obligations secured by any subordinate security interest in or other subordinate lien on the collateral if:
(A) The secured party receives from the holder of the subordinate security interest or other lien an authenticated demand for proceeds before distribution of the proceeds is completed; and
(B) In a case in which a consignor has an interest in the collateral, the subordinate security interest or other lien is senior to the interest of the consignor; and
(iv) A secured party that is a consignor of the collateral if the secured party receives from the consignor an authenticated demand for proceeds before distribution of the proceeds is completed.
(b) If requested by a secured party, a holder of a subordinate security interest or other lien shall furnish reasonable proof of the interest or lien within a reasonable time. Unless the holder does so, the secured party need not comply with the holder's demand under paragraph (a)(iii).
(c) A secured party need not apply or pay over for application noncash proceeds of disposition under W.S. 34.1-9-610 unless the failure to do so would be commercially unreasonable. A secured party that applies or pays over for application noncash proceeds shall do so in a commercially reasonable manner.
(d) If the security interest under which a disposition is made secures payment or performance of an obligation, after making the payments and applications required by subsection (a) and permitted by subsection (c):
(i) Unless paragraph (a)(iv) requires the secured party to apply or pay over cash proceeds to a consignor, the secured party shall account to and pay a debtor for any surplus; and
(ii) The obligor is liable for any deficiency.
(e) If the underlying transaction is a sale of accounts, chattel paper, payment intangibles or promissory notes:
(i) The debtor is not entitled to any surplus; and
(ii) The obligor is not liable for any deficiency.
(f) The surplus or deficiency following a disposition is calculated based on the amount of proceeds that would have been realized in a disposition complying with this part to a transferee other than the secured party, a person related to the secured party or a secondary obligor if:
(i) The transferee in the disposition is the secured party, a person related to the secured party or a secondary obligor; and
(ii) The amount of proceeds of the disposition is significantly below the range of proceeds that a complying disposition to a person other than the secured party, a person related to the secured party, or a secondary obligor would have brought.
(g) A secured party that receives cash proceeds of a disposition in good faith and without knowledge that the receipt violates the rights of the holder of a security interest or other lien that is not subordinate to the security interest or agricultural lien under which the disposition is made:
(i) Takes the cash proceeds free of the security interest or other lien;
(ii) Is not obligated to apply the proceeds of the disposition to the satisfaction of obligations secured by the security interest or other lien; and
(iii) Is not obligated to account to or pay the holder of the security interest or other lien for any surplus.
34.1-9-616. Explanation of calculation of surplus or deficiency.
(a) In this section:
(i) "Explanation" means a writing that:
(A) States the amount of the surplus or deficiency;
(B) Provides an explanation in accordance with subsection (c) of how the secured party calculated the surplus or deficiency;
(C) States, if applicable, that future debits, credits, charges, including additional credit service charges or interest, rebates and expenses may affect the amount of the surplus or deficiency; and
(D) Provides a telephone number or mailing address from which additional information concerning the transaction is available.
(ii) "Request" means a record:
(A) Authenticated by a debtor or consumer obligor;
(B) Requesting that the recipient provide an explanation; and
(C) Sent after disposition of the collateral under section 34.1-9-610.
(b) In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under section 34.1-9-615, the secured party shall:
(i) Send an explanation to the debtor or consumer obligor, as applicable, after the disposition and:
(A) Before or when the secured party accounts to the debtor and pays any surplus or first makes written demand on the consumer obligor after the disposition for payment of the deficiency; and
(B) Within fourteen (14) days after receipt of a request; or
(ii) In the case of a consumer obligor who is liable for a deficiency, within fourteen (14) days after receipt of a request, send to the consumer obligor a record waiving the secured party's right to a deficiency.
(c) To comply with subparagraph (a)(i)(B), a writing must provide the following information in the following order:
(i) The aggregate amount of obligations secured by the security interest under which the disposition was made, and, if the amount reflects a rebate of unearned interest or credit service charge, an indication of that fact, calculated as of a specified date:
(A) If the secured party takes or receives possession of the collateral after default, not more than thirty-five (35) days before the secured party takes or receives possession; or
(B) If the secured party takes or receives possession of the collateral before default or does not take possession of the collateral, not more than thirty-five (35) days before the disposition.
(ii) The amount of proceeds of the disposition;
(iii) The aggregate amount of the obligations after deducting the amount of proceeds;
(iv) The amount, in the aggregate or by type, and types of expenses, including expenses of retaking, holding, preparing for disposition, processing and disposing of the collateral, and attorney's fees secured by the collateral which are known to the secured party and relate to the current disposition;
(v) The amount, in the aggregate or by type, and types of credits, including rebates of interest or credit service charges, to which the obligor is known to be entitled and which are not reflected in the amount in paragraph (i); and
(vi) The amount of the surplus or deficiency.
(d) A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection (a) is sufficient, even if it includes minor errors that are not seriously misleading.
(e) A debtor or consumer obligor is entitled without charge to one (1) response to a request under this section during any six (6) month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to paragraph (b)(i). The secured party may require payment of a charge not exceeding twenty-five dollars ($25.00) for each additional response.
(a) A secured party's disposition of collateral after default:
(i) Transfers to a transferee for value all of the debtor's rights in the collateral;
(ii) Discharges the security interest under which the disposition is made; and
(iii) Discharges any subordinate security interest or other subordinate lien.
(b) A transferee that acts in good faith takes free of the rights and interests described in subsection (a), even if the secured party fails to comply with this article or the requirements of any judicial proceeding.
(c) If a transferee does not take free of the rights and interests described in subsection (a), the transferee takes the collateral subject to:
(i) The debtor's rights in the collateral;
(ii) The security interest or agricultural lien under which the disposition is made; and
(iii) Any other security interest or other lien.
34.1-9-618. Rights and duties of certain secondary obligors.
(a) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor:
(i) Receives an assignment of a secured obligation from the secured party;
(ii) Receives a transfer of collateral from the secured party and agrees to accept the rights and assume the duties of the secured party; or
(iii) Is subrogated to the rights of a secured party with respect to collateral.
(b) An assignment, transfer or subrogation described in subsection (a):
(i) Is not a disposition of collateral under section 34.1-9-610; and
(ii) Relieves the secured party of further duties under this article.
(a) In this section, "transfer statement" means a record authenticated by a secured party stating:
(i) That the debtor has defaulted in connection with an obligation secured by specified collateral;
(ii) That the secured party has exercised its post-default remedies with respect to the collateral;
(iii) That, by reason of the exercise, a transferee has acquired the rights of the debtor in the collateral; and
(iv) The name and mailing address of the secured party, debtor and transferee.
(b) A transfer statement entitles the transferee to the transfer of record of all rights of the debtor in the collateral specified in the statement in any official filing, recording, registration or certificate-of-title system covering the collateral. If a transfer statement is presented with the applicable fee and request form to the official or office responsible for maintaining the system, the official or office shall:
(i) Accept the transfer statement;
(ii) Promptly amend its records to reflect the transfer; and
(iii) If applicable, issue a new appropriate certificate of title in the name of the transferee.
(c) A transfer of the record or legal title to collateral to a secured party under subsection (b) or otherwise is not of itself a disposition of collateral under this article and does not of itself relieve the secured party of its duties under this article.
34.1-9-620. Acceptance of collateral in full or partial
satisfaction of obligation; compulsory disposition of collateral.
(a) Except as otherwise provided in subsection (g), a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if:
(i) The debtor consents to the acceptance under subsection (c);
(ii) The secured party does not receive, within the time set forth in subsection (d), a notification of objection to the proposal authenticated by:
(A) A person to which the secured party was required to send a proposal under section 34.1-9-621; or
(B) Any other person, other than the debtor, holding an interest in the collateral subordinate to the security interest that is the subject of the proposal.
(iii) If the collateral is consumer goods, the collateral is not in the possession of the debtor when the debtor consents to the acceptance; and
(iv) Subsection (e) does not require the secured party to dispose of the collateral or the debtor waives the requirement pursuant to section 34.1-9-624.
(b) A purported or apparent acceptance of collateral under this section is ineffective unless:
(i) The secured party consents to the acceptance in an authenticated record or sends a proposal to the debtor; and
(ii) The conditions of subsection (a) are met.
(c) For purposes of this section:
(i) A debtor consents to an acceptance of collateral in partial satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record authenticated after default; and
(ii) A debtor consents to an acceptance of collateral in full satisfaction of the obligation it secures only if the debtor agrees to the terms of the acceptance in a record authenticated after default or the secured party:
(A) Sends to the debtor after default a proposal that is unconditional or subject only to a condition that collateral not in the possession of the secured party be preserved or maintained;
(B) In the proposal, proposes to accept collateral in full satisfaction of the obligation it secures; and
(C) Does not receive a notification of objection authenticated by the debtor within twenty (20) days after the proposal is sent.
(d) To be effective under paragraph (a)(ii), a notification of objection must be received by the secured party:
(i) In the case of a person to which the proposal was sent pursuant to section 34.1-9-621, within twenty (20) days after notification was sent to that person; and
(ii) In other cases:
(A) Within twenty (20) days after the last notification was sent pursuant to section 34.1-9-621; or
(B) If a notification was not sent, before the debtor consents to the acceptance under subsection (c).
(e) A secured party that has taken possession of collateral shall dispose of the collateral pursuant to section 34.1-9-610 within the time specified in subsection (f) if:
(i) Sixty percent (60%) of the cash price has been paid in the case of a purchase-money security interest in consumer goods; or
(ii) Sixty percent (60%) of the principal amount of the obligation secured has been paid in the case of a nonpurchase-money security interest in consumer goods.
(f) To comply with subsection (e), the secured party shall dispose of the collateral:
(i) Within ninety (90) days after taking possession; or
(ii) Within any longer period to which the debtor and all secondary obligors have agreed in an agreement to that effect entered into and authenticated after default.
(g) In a consumer transaction, a secured party may not accept collateral in partial satisfaction of the obligation it secures.
34.1-9-621. Notification of proposal to accept collateral.
(a) A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:
(i) Any person from which the secured party has received, before the debtor consented to the acceptance, an authenticated notification of a claim of an interest in the collateral;
(ii) Any other secured party or lienholder that, ten (10) days before the debtor consented to the acceptance, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:
(A) Identified the collateral;
(B) Was indexed under the debtor's name as of that date; and
(C) Was filed in the office or offices in which to file a financing statement against the debtor covering the collateral as of that date; and
(iii) Any other secured party that, ten (10) days before the debtor consented to the acceptance, held a security interest in the collateral perfected by compliance with a statute, regulation or treaty described in section 34.1-9-311(a).
(b) A secured party that desires to accept collateral in partial satisfaction of the obligation it secures shall send its proposal to any secondary obligor in addition to the persons described in subsection (a).
(a) A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures:
(i) Discharges the obligation to the extent consented to by the debtor;
(ii) Transfers to the secured party all of a debtor's rights in the collateral;
(iii) Discharges the security interest or agricultural lien that is the subject of the debtor's consent and any subordinate security interest or other subordinate lien; and
(iv) Terminates any other subordinate interest.
(b) A subordinate interest is discharged or terminated under subsection (a), even if the secured party fails to comply with this article.
(a) A debtor, any secondary obligor or any other secured party or lienholder may redeem collateral.
(b) To redeem collateral, a person shall tender:
(i) Fulfillment of all obligations secured by the collateral; and
(ii) The reasonable expenses and attorney's fees described in section 34.1-9-615(a)(i).
(c) A redemption may occur at any time before a secured party:
(i) Has collected collateral under section 34.1-9-607;
(ii) Has disposed of collateral or entered into a contract for its disposition under section 34.1-9-610; or
(iii) Has accepted collateral in full or partial satisfaction of the obligation it secures under section 34.1-9-622.
(a) A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 34.1-9-611 only by an agreement to that effect entered into and authenticated after default.
(b) A debtor may waive the right to require disposition of collateral under section 34.1-9-620(e) only by an agreement to that effect entered into and authenticated after default.
(c) Except in a consumer-goods transaction, a debtor or secondary obligor may waive the right to redeem collateral under section 34.1-9-623 only by an agreement to that effect entered into and authenticated after default.
34.1-9-625. Remedies for secured party's failure to comply with article.
(a) If it is established that a secured party is not proceeding in accordance with this article, a court may order or restrain collection, enforcement or disposition of collateral on appropriate terms and conditions.
(b) Subject to subsections (c), (d) and (f), a person is liable for damages in the amount of any loss caused by a failure to comply with this article. Loss caused by a failure to comply may include loss resulting from the debtor's inability to obtain, or increased costs of, alternative financing.
(c) Except as otherwise provided in section 34.1-9-628:
(i) A person that, at the time of the failure, was a debtor, was an obligor, or held a security interest in or other lien on the collateral may recover damages under subsection (b) for its loss; and
(ii) If the collateral is consumer goods, a person that was a debtor or a secondary obligor at the time a secured party failed to comply with this part may recover for that failure in any event an amount not less than the credit service charge plus ten percent (10%) of the principal amount of the obligation or the time-price differential plus ten percent (10%) of the cash price.
(d) A debtor whose deficiency is eliminated under section 34.1-9-626 may recover damages for the loss of any surplus. However, a debtor or secondary obligor whose deficiency is eliminated or reduced under section 34.1-9-626 may not otherwise recover under subsection (b) for noncompliance with the provisions of this part relating to collection, enforcement, disposition or acceptance.
(e) In addition to any damages recoverable under subsection (b), the debtor, consumer obligor or person named as a debtor in a filed record, as applicable, may recover five hundred dollars ($500.00) in each case from a person that:
(i) Fails to comply with section 34.1-9-208;
(ii) Fails to comply with section 34.1-9-209;
(iii) Files a record that the person is not entitled to file under section 34.1-9-509(a);
(iv) Fails to cause the secured party of record to file or send a termination statement as required by section 34.1-9-513(a) or (c);
(v) Fails to comply with section 34.1-9-616(b)(i) and whose failure is part of a pattern, or consistent with a practice, of noncompliance; or
(vi) Fails to comply with section 34.1-9-616(b)(ii).
(f) A debtor or consumer obligor may recover damages under subsection (b) and, in addition, five hundred dollars ($500.00) in each case from a person that, without reasonable cause, fails to comply with a request under section 34.1-9-210. A recipient of a request under section 34.1-9-210 which never claimed an interest in the collateral or obligations that are the subject of a request under that section has a reasonable excuse for failure to comply with the request within the meaning of this subsection.
(g) If a secured party fails to comply with a request regarding a list of collateral or a statement of account under section 34.1-9-210, the secured party may claim a security interest only as shown in the list or statement included in the request as against a person that is reasonably misled by the failure.
34.1-9-626. Action in which deficiency or surplus is in issue.
(a) In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules apply:
(i) A secured party need not prove compliance with the provisions of this part relating to collection, enforcement, disposition or acceptance unless the debtor or a secondary obligor places the secured party's compliance in issue;
(ii) If the secured party's compliance is placed in issue, the secured party has the burden of establishing that the collection, enforcement, disposition or acceptance was conducted in accordance with this part;
(iii) Except as otherwise provided in section 34.1-9-628, if a secured party fails to prove that the collection, enforcement, disposition or acceptance was conducted in accordance with the provisions of this part relating to collection, enforcement, disposition or acceptance, the liability of a debtor or a secondary obligor for a deficiency is limited to an amount by which the sum of the secured obligation, expenses and attorney's fees exceeds the greater of:
(A) The proceeds of the collection, enforcement, disposition or acceptance; or
(B) The amount of proceeds that would have been realized had the noncomplying secured party proceeded in accordance with the provisions of this part relating to collection, enforcement, disposition or acceptance.
(iv) For purposes of subparagraph (a)(iii)(B), the amount of proceeds that would have been realized is equal to the sum of the secured obligation, expenses and attorney's fees unless the secured party proves that the amount is less than that sum;
(v) If a deficiency or surplus is calculated under section 34.1-9-615(f), the debtor or obligor has the burden of establishing that the amount of proceeds of the disposition is significantly below the range of prices that a complying disposition to a person other than the secured party, a person related to the secured party or a secondary obligor would have brought.
(b) The limitation of the rules in subsection (a) to transactions other than consumer transactions is intended to leave to the court the determination of the proper rules in consumer transactions. The court may not infer from that limitation the nature of the proper rule in consumer transactions and may continue to apply established approaches.
34.1-9-627. Determination of whether conduct was commercially reasonable.
(a) The fact that a greater amount could have been obtained by a collection, enforcement, disposition or acceptance at a different time or in a different method from that selected by the secured party is not of itself sufficient to preclude the secured party from establishing that the collection, enforcement, disposition or acceptance was made in a commercially reasonable manner.
(b) A disposition of collateral is made in a commercially reasonable manner if the disposition is made:
(i) In the usual manner on any recognized market;
(ii) At the price current in any recognized market at the time of the disposition; or
(iii) Otherwise in conformity with reasonable commercial practices among dealers in the type of property that was the subject of the disposition.
(c) A collection, enforcement, disposition or acceptance is commercially reasonable if it has been approved:
(i) In a judicial proceeding;
(ii) By a bona fide creditors' committee;
(iii) By a representative of creditors; or
(iv) By an assignee for the benefit of creditors.
(d) Approval under subsection (c) need not be obtained, and lack of approval does not mean that the collection, enforcement, disposition or acceptance is not commercially reasonable.
34.1-9-628. Nonliability and limitation on liability of secured party; liability of secondary obligor.
(a) Unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:
(i) The secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement against the person, for failure to comply with this article; and
(ii) The secured party's failure to comply with this article does not affect the liability of the person for a deficiency.
(b) A secured party is not liable because of its status as secured party:
(i) To a person that is a debtor or obligor, unless the secured party knows:
(A) That the person is a debtor or obligor;
(B) The identity of the person; and
(C) How to communicate with the person; or
(ii) To a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:
(A) That the person is a debtor; and
(B) The identity of the person.
(c) A secured party is not liable to any person, and a person's liability for a deficiency is not affected, because of any act or omission arising out of the secured party's reasonable belief that a transaction is not a consumer-goods transaction or a consumer transaction or that goods are not consumer goods, if the secured party's belief is based on its reasonable reliance on:
(i) A debtor's representation concerning the purpose for which collateral was to be used, acquired or held; or
(ii) An obligor's representation concerning the purpose for which a secured obligation was incurred.
(d) A secured party is not liable to any person under section 34.1-9-625(c)(ii) for its failure to comply with section 34.1-9-616.
(e) A secured party is not liable under section 34.1-9-625(c)(ii) more than once with respect to any one (1) secured obligation.
This act takes effect on July 1, 2001. References in this part to "this Act" refer to the legislative enactment by which this part is added to article 9 of title 34. References in this part to "former article 9" are to article of title 34 as in effect immediately before this act takes effect.
(a) Except as otherwise provided in this part, this act applies to a transaction or lien within its scope, even if the transaction or lien was entered into or created before this act takes effect.
(b) Except as otherwise provided in subsection (c) and sections 34.1-9-703 through 34.1-9-709:
(i) Transactions and liens that were not governed by former article 9, were validly entered into or created before this act takes effect, and would be subject to this act if they had been entered into or created after this act takes effect, and the rights, duties and interests flowing from those transactions and liens remain valid after this act takes effect; and
(ii) The transactions and liens may be terminated, completed, consummated and enforced as required or permitted by this act or by the law that otherwise would apply if this act had not taken effect.
(c) This act does not affect an action, case or proceeding commenced before this act takes effect.
34.1-9-703. Security interest perfected before effective date.
(a) A security interest that is enforceable immediately before this act takes effect and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this act if, when this act takes effect, the applicable requirements for enforceability and perfection under this act are satisfied without further action.
(b) Except as otherwise provided in section 34.1-9-705, if, immediately before this act takes effect, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this act are not satisfied when this act takes effect, the security interest:
(i) Is a perfected security interest for one (1) year after this act takes effect;
(ii) Remains enforceable thereafter only if the security interest becomes enforceable under section 34.1-9-203 before the year expires; and
(iii) Remains perfected thereafter only if the applicable requirements for perfection under this act are satisfied before the year expires.
34.1-9-704. Security interest unperfected before effective date.
(a) A security interest that is enforceable immediately before this act takes effect but which would be subordinate to the rights of a person that becomes a lien creditor at that time:
(i) Remains an enforceable security interest for one (1) year after this act takes effect;
(ii) Remains enforceable thereafter if the security interest becomes enforceable under section 34.1-9-203 when this act takes effect or within one (1) year thereafter; and
(iii) Becomes perfected:
(A) Without further action, when this act takes effect if the applicable requirements for perfection under this act are satisfied before or at that time; or
(B) When the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
34.1-9-705. Effectiveness of action taken before effective date.
(a) If action, other than the filing of a financing statement, is taken before this act takes effect and the action would have resulted in priority of a security interest over the rights of a person that becomes a lien creditor had the security interest become enforceable before this act takes effect, the action is effective to perfect a security interest that attaches under this act within one (1) year after this act takes effect. An attached security interest becomes unperfected one (1) year after this act takes effect unless the security interest becomes a perfected security interest under this act before the expiration of that period.
(b) The filing of a financing statement before this act takes effect is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under this act.
(c) This act does not render ineffective an effective financing statement that, before this act takes effect, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former section 34.1-9-103. However, except as otherwise provided in subsections (d) and (e) and section 34.1-9-706, the financing statement ceases to be effective at the earlier of:
(i) The time the financing statement would have ceased to be effective under the law of the jurisdiction in which it is filed; or
(ii) June 30, 2006.
(d) The filing of a continuation statement after this act takes effect does not continue the effectiveness of the financing statement filed before this act takes effect. However, upon the timely filing of a continuation statement after this act takes effect and in accordance with the law of the jurisdiction governing perfection as provided in Part 3, the effectiveness of a financing statement filed in the same office in that jurisdiction before this act takes effect continues for the period provided by the law of that jurisdiction.
(e) Paragraph (c)(ii) applies to a financing statement that, before this act takes effect, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in former section 34.1-9-103 only to the extent that Part 3 provides that the law of a jurisdiction other than jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.
(f) A financing statement that includes a financing statement filed before this act takes effect and a continuation statement filed after this act takes effect is effective only to the extent that it satisfies the requirements of Part 5 for an initial financing statement.
34.1-9-706. When initial financing statement suffices to continue effectiveness of financing statement.
(a) The filing of an initial financing statement in the office specified in section 34.1-9-501 continues the effectiveness of a financing statement filed before this act takes effect if:
(i) The filing of an initial financing statement in that office would be effective to perfect a security interest under this act;
(ii) The preeffective date financing statement was filed in an office in another state or another office in this state; and
(iii) The initial financing statement satisfies subsection (c).
(b) The filing of an initial financing statement under subsection (a) continues the effectiveness of the prefecture date financing statement:
(i) If the initial financing statement is filed before this act takes effect, for the period provided in former section 34.1-9-403 with respect to a financing statement; and
(ii) If the initial financing statement is filed after this act takes effect, for the period provided in section 34.1-9-515 with respect to an initial financing statement.
(c) To be effective for purposes of subsection (a), an initial financing statement must:
(i) Satisfy the requirements of Part 5 for an initial financing statement;
(ii) Identify the preeffective date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(iii) Indicate that the preeffective date financing statement remains effective.
34.1-9-707. Amendment of preeffective date financing statement.
(a) In this section, "pre-effective-date financing statement" means a financing statement filed before this act takes effect.
(b) After this act takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a preeffective date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in part 3. However, the effectiveness of a preeffective date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.
(c) Except as otherwise provided in subsection (d) of this section, if the law of this state governs perfection of a security interest, the information in a preeffective date financing statement may be amended after this act takes effect only if:
(i) The preeffective date financing statement and an amendment are filed in the office specified in section 34.1-9-501;
(ii) An amendment is filed in the office specified in section 34.1-9-501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 34.1-9-706(c); or
(iii) An initial financing statement that provides the information as amended and satisfies section 34.1-9-706(c) is filed in the office specified in section 23.1-9-501.
(d) If the law of this state governs perfection of a security interest, the effectiveness of a preeffective date financing statement may be continued only under section 34.1-9-705(d) and (f) or 34.1-9-706.
(e) Whether or not the law of this state governs perfection of a security interest, the effectiveness of a preeffective date financing statement filed in this state may be terminated after this act takes effect by filing a termination statement in the office in which the preeffective date financing statement is filed, unless an initial financing statement that satisfies section 34.1-9-706(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in part 3 as the office in which to file a financing statement.
34.1-9-708. Persons entitled to file initial financing statement or continuation statement.
(a) A person may file an initial financing statement or a continuation statement under this part if:
(i) The secured party of record authorizes the filing; and
(ii) The filing is necessary under this part:
(A) To continue the effectiveness of a financing statement filed before this act takes effect; or
(B) To perfect or continue the perfection of a security interest.
(a) This act determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before this act takes effect, former article 9 determines priority.
(b) For purposes of section 34.1-9-322(a), the priority of a security interest that becomes enforceable under section 34.1-9-203 of this act dates from the time this act takes effect if the security interest is perfected under this act by the filing of a financing statement before this act takes effect which would not have been effective to perfect the security interest under former article 9. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.
(a) In this part, "2013 amendments" means the amendments to this title that are enacted by the act of the 2013 legislative session that enacted this part 8.
(b) The 2013 amendments are effective July 1, 2013.
(a) Except as otherwise provided in this part, the 2013 amendments apply to a transaction or lien within its scope, even if the transaction or lien was entered into or created before July 1, 2013.
(b) The 2013 amendments do not affect an action, case or proceeding commenced before July 1, 2013.
34.1-9-803. Security interest perfected before July 1, 2013.
(a) A security interest that is a perfected security interest immediately before July 1, 2013, is a perfected security interest under this title as amended by the 2013 amendments if, on July 1, 2013, the applicable requirements for attachment and perfection under this title, as amended by the 2013 amendments, are satisfied without further action.
(b) Except as otherwise provided in W.S. 34.1-9-805, if, immediately before July 1, 2013, a security interest is a perfected security interest, but the applicable requirements for perfection under this title, as amended by the 2013 amendments, are not satisfied on July 1, 2013, the security interest remains perfected thereafter only if the applicable requirements for perfection under this title, as amended by the 2013 amendments, are satisfied within one (1) year after July 1, 2013.
34.1-9-804. Security interest unperfected before July 1, 2013.
(a) A security interest that is an unperfected security interest immediately before July 1, 2013, becomes a perfected security interest:
(i) Without further action, on July 1, 2013, if the applicable requirements for perfection under this title, as amended by the 2013 amendments, are satisfied before or at that time; or
(ii) When the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
34.1-9-805. Effectiveness of action taken before July 1, 2013.
(a) The filing of a financing statement before July 1, 2013, is effective to perfect a security interest to the extent the filing would satisfy the applicable requirements for perfection under this title, as amended by the 2013 amendments.
(b) The 2013 amendments do not render ineffective an effective financing statement that, before July 1, 2013, is filed and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in this title, as it existed before the 2013 amendments. However, except as otherwise provided in subsections (c) and (d) of this section and W.S. 34.1-9-806, the financing statement ceases to be effective:
(i) If the financing statement is filed in this state, at the time the financing statement would have ceased to be effective had the 2013 amendments not taken effect; or
(ii) If the financing statement is filed in another jurisdiction, at the earlier of:
(A) The time the financing statement would have ceased to be effective under the law of that jurisdiction; or
(B) June 30, 2018.
(c) The filing of a continuation statement on or after July 1, 2013, does not continue the effectiveness of the financing statement filed before July 1, 2013. However, upon the timely filing of a continuation statement on or after July 1, 2013, and in accordance with the law of the jurisdiction governing perfection as provided in this title, as amended by the 2013 amendments, the effectiveness of a financing statement filed in the same office in that jurisdiction before July 1, 2013, continues for the period provided by the law of that jurisdiction.
(d) Subparagraph (b)(ii)(B) of this section applies to a financing statement that, before July 1, 2013, is filed against a transmitting utility and satisfies the applicable requirements for perfection under the law of the jurisdiction governing perfection as provided in this title, as it existed before the 2013 amendments, only to the extent that this title, as amended by the 2013 amendments, provides that the law of a jurisdiction other than the jurisdiction in which the financing statement is filed governs perfection of a security interest in collateral covered by the financing statement.
(e) A financing statement that includes a financing statement filed before July 1, 2013, and a continuation statement filed on or after July 1, 2013, is effective only to the extent that it satisfies the requirements of W.S. 34.1-9-501 through 34.1-9-526, as amended by the 2013 amendments, for an initial financing statement. A financing statement that indicates that the debtor is a decedent's estate indicates that the collateral is being administered by a personal representative within the meaning of W.S. 34.1-9-503(a)(ii), as amended by the 2013 amendments. A financing statement that indicates that the debtor is a trust or is a trustee acting with respect to a property held in trust indicates that the collateral is held in a trust within the meaning of W.S. 34.1-9-503(a)(iii), as amended by the 2013 amendments.
34.1-9-806. When initial financing statement suffices to continue effectiveness of financing statement.
(a) The filing statement of an initial financing statement in the office specified in W.S. 34.1-9-501 continues the effectiveness of a financing statement filed before the 2013 amendments take effect if:
(i) The filing of an initial financing statement in that office would be effective to perfect a security interest under this title, as amended by the 2013 amendments;
(ii) The pre-effective-date financing statement was filed in an office in another state; and
(iii) The initial financing statement satisfies subsection (c) of this section.
(b) The filing of an initial financing statement under subsection (a) of this section continues the effectiveness of the pre-effective-date financing statement:
(i) If the initial financing statement is filed before July 1, 2013, for the period provided in W.S. 34.1-9-515 as that section was in effect on June 30, 2013, with respect to an initial financing statement; and
(ii) If the initial financing statement is filed on or after July 1, 2013, for the period provided in W.S. 34.1-9-515, as amended by the 2013 amendments, with respect to an initial financing statement.
(c) To be effective for purposes of subsection (a) of this section, an initial financing statement must:
(i) Satisfy the requirements of W.S. 34.1-9-501 through 34.1-9-526, as amended by the 2013 amendments, for an initial financing statement;
(ii) Identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(iii) Indicate that the pre-effective-date financing statement remains effective.