Okla. Stat. tit. 12A § 1-9-312
Okla. Stat. tit. 12A, § 1-9-312
Oklahoma Code Comment
With certain exceptions, sections 9-312 and 9-314 provide that a security interest in a deposit account or a letter-of-credit right may be perfected only by the secured party's acquiring "control" of the deposit account or letter-of-credit right. Under revised section 9-104 , a secured party has "control" of a deposit account when, with the consent of the debtor, the secured party obtains the depositary bank's agreement to act on the secured party's instructions (including when the secured party becomes the account holder) or when the secured party is itself the depositary bank. The control requirements are patterned on section 8-106 , which specifies the requirements for control of investment property. Under section 9-107 , "control" of a letter-of-credit right occurs when the issuer or nominated person consents to an assignment of proceeds under section 5-114 .
Responding to industry requests concerning emerging practices in electronic contracting and to the suggestions of a working group established within the ABA Business Law section, revised section 9-102(a)(31) provides a new defined term: "electronic chattel paper." This type of collateral is chattel paper that consists of information stored in an electronic medium and retrievable in perceivable form (i.e., it is not written on paper). Perfection of a security interest in electronic chattel paper may be by control or filing. See section 9-105 (sui generis definition of control of electronic chattel paper), Section 9-312 (perfection by filing), section 9-314 (perfection by control). Parties who purchase electronic chattel paper may also need to address the Uniform Electronic Transact Act (UETA), 12A Okla. Stat. §§ sections 15-101 B15- 120, and the federal Electronic Signatures in Global and National Commerce Act (ESIGN), Pub. L. No. 106-229 , 114 Stat. 464 (2000) 15 U.S.C. 7001 -- 7005 , 7021 -- 7031 . UETA section 15-103(b)(2) and ESIGN section 103(a)(3) exclude much of the UCC (including Article 9) from their scope, but the UETA or ESIGN may apply to non-UCC issues in an Article 9 transaction. In addition, ESIGN section 102(a) defers extensively to state law if the state has enacted the UETA (as in Oklahoma). However, as state law the UETA does not apply to certain disclosure requirements imposed under federal law (e.g., in consumer transactions), and therefore ESIGN may play a role even in UETA states. See, e.g., Robert A. Cook, Timothy P. Meredith and Elizabeth C. Yen, The Electronic Signatures in Global and National Commerce Act B A Review of the Act's Consumer Disclosure Requirements, 54 Consumer Fin. L.Q. Rep. 315 (2000). Note that in Oklahoma certain Truth in Lending disclosure requirements may be covered by state rather than federal law. See 14A Okla. Stat. Article 2 Part 3 and Article 3 Part 3 (disclosure and advertising). Therefore in Oklahoma such disclosures should be subject to the UETA and not ESIGN. See generally Oklahoma Comment to 14A Okla. Stat. section 2-301 (noting Oklahoma Truth in Lending exemption).
The perfection requirements for "investment property" (defined in section 9- 102 ), including perfection by control under section 9-106 , remain substantially as under prior law. The multiple definitions of "control" are found in section 8-106 . However, a new provision in section 9-314 is designed to ensure that a secured party remains in control in "repledge" transactions that are typical in the securities markets.
section 9-312 expands the types of collateral in which a security interest may be perfected by filing to include instruments. Agricultural liens and security interests in commercial tort claims also are perfected by filing, under sections 9-308 and 9-310 .
Revised Article 9 does not provide for a security interest in a deposit account in a consumer transaction. Revised Article 9 does not, however, prevent the secured party from obtaining a security interest in a consumer deposit account under the law outside of new Article9, as under prior law. See, e.g., Alvin C. Harrell, Security Interests in Deposit Accounts--A Unique Relationship Between the UCC and Other Law, 23 U.C.C. L.J. 153 (1990).