P-7.1 Personal Property Security Act N.B.

In this Act

For the purposes of this Act,

For the purposes of this Act,

Except as otherwise provided in this Act, the determination as to whether goods are “consumer goods”, “inventory” or “equipment” shall be made as of the time the security interest attaches.

Proceeds are traceable whether or not there is a fiduciary relationship between the person who has a security interest in the proceeds as provided in section 28 and the person who has rights in or has dealt with the proceeds.

Repealed: 2008, c.S-5.8, s.109

This Act is to be interpreted and applied, insofar as the context permits, in a manner that promotes the inter-jurisdictional harmony of the law of personal property security in Canada.

This Act binds the Crown.

Subject to section 4, this Act applies

Subject to sections 4 and 55, this Act applies

Subject to this Act, the validity, perfection and effect of perfection or non-perfection of

Repealed: 2008, c.S-5.8, s.109

A security interest in goods perfected under the law of the jurisdiction in which the goods are situated at the time the security interest attaches but before the goods are brought into the Province continues perfected in the Province if it is perfected in the Province

Notwithstanding subsection (3), a security interest in goods referred to in that subsection is subordinate to the interest of a buyer or lessee of the goods who acquires the interest without knowledge of the security interest and before it is perfected in the Province under section 24 or 25.

A security interest that is not perfected in accordance with subsection (3) may be otherwise perfected in the Province under this Act.

If a security interest referred to in subsection (1) is not perfected under the law of the jurisdiction in which the collateral was situated when the security interest attached and before the collateral was brought into the Province, it may be perfected under this Act.

Subject to section 7, if the parties to a security agreement that creates a security interest in goods in one jurisdiction understand when the security interest attaches that the goods will be kept in another jurisdiction, the validity, perfection and effect of perfection or non-perfection of the security interest are determined by the law of the other jurisdiction if the goods are removed to the other jurisdiction, for purposes other than transportation through the other jurisdiction, within thirty days after the security interest attaches.

If the other jurisdiction referred to in subsection (1) is not the Province and the goods are later brought into the Province, the security interest in the goods shall be deemed to be a security interest to which subsection 5(3) applies if it was perfected under the law of the other jurisdiction to which the goods were removed.

For the purposes of this section and section 7.1, a debtor is located

The validity, perfection and effect of perfection or non-perfection of

If a debtor relocates to another jurisdiction or transfers an interest in the collateral to a person located in another jurisdiction, a security interest perfected in accordance with the law that is applicable under subsection (2) continues perfected in the Province if it is perfected in the other jurisdiction

If the law governing the perfection of a security interest under subsection (2) or (3) does not provide for public registration or recording of the security interest or of a notice relating to it, and if the collateral is not in the possession of the secured party, the security interest is subordinate to

A security interest referred to in subsection (4) may be perfected under this Act.

Notwithstanding section 6 and subsection (2), the validity, perfection and effect of perfection or non-perfection of a security interest in minerals or in an account resulting from the sale of the minerals at the minehead or wellhead

The validity of a security interest in investment property is governed by the law, at the time the security interest attaches,

Except as otherwise provided in subsection (5), the perfection, effect of perfection or non-perfection and priority of a security interest in investment property is governed by the law

For the purposes of this section,

For the purposes of this section, the following rules determine a futures intermediary’s jurisdiction:

The law of the jurisdiction in which the debtor is located governs

A security interest perfected under the law of the jurisdiction designated in subsection (5) remains perfected until the earliest of

A security interest in investment property that is perfected under the law of the issuer’s jurisdiction, the securities intermediary’s jurisdiction or the futures intermediary’s jurisdiction, as applicable, remains perfected until the earliest of

Notwithstanding sections 5, 6, 7 and 7.1,

For the purposes of sections 5, 6, 7 and 7.1, a security interest shall be deemed to be perfected under the law of a jurisdiction if

Subject to section 12.1, a security interest is enforceable against a third party only where

A secured party does not have possession of collateral for the purposes of subparagraph (1)(a)(i), if the collateral is in the apparent possession or control of the debtor or the debtor’s agent.

A description is inadequate for the purposes of subparagraph (1)(b)(i) if it describes the collateral as consumer goods or equipment without further describing the item or kind of collateral, but where the personal property to be excluded from a description of collateral under subparagraph (1)(b)(iv) is the consumer goods of the debtor, the excluded property may be described simply as consumer goods.

A description of collateral as inventory is adequate for the purposes of paragraph (1)(b) only while it is held by the debtor as inventory.

A security interest in proceeds is enforceable against a third party whether or not the security agreement contains a description of the proceeds.

A security interest, including a security interest in the nature of a floating charge, attaches when

Notwithstanding subsection (1), if the parties have specifically agreed to postpone the time of attachment, the security interest attaches at the agreed time.

For the purposes of paragraph (1)(b) and without limiting other rights, if any, which the debtor has in the goods, a lessee under a lease for a term of more than one year or a consignee under a commercial consignment has rights in the goods when the lessee or consignee obtains possession of them under the lease or consignment.

For the purposes of paragraph (1)(b), a debtor has no rights in

The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.

The attachment of a security interest in a futures account is also attachment of a security interest in the futures contracts carried in the futures account.

A security interest in favour of a securities intermediary attaches to a person’s security entitlement if

The security interest described in subsection (1) secures the person’s obligation to pay for the financial asset.

A security interest in favour of a person who delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if

The security interest described in subsection (3) secures the obligation to make payment for the delivery.

Subject to section 12 and subsection (2), a security agreement that provides for a security interest in after-acquired personal property attaches to that property in accordance with the terms of the agreement without any need for specific appropriation by the debtor.

A security interest does not attach under an after-acquired property clause in a security agreement to after-acquired personal property that is

A security agreement may secure future advances.

Unless otherwise agreed, an obligation owing to a debtor to make future advances is not binding on a secured party if

In this section

A secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession and, unless otherwise agreed, in the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against other persons.

Unless otherwise agreed, if collateral is in the secured party’s possession,

Subject to subsection (2), a secured party may use the collateral

Unless otherwise agreed by the parties and notwithstanding section 17, a secured party having control under subsection 1(2) of investment property as collateral

Notwithstanding subsection (1) and section 17, a secured party having control under subsection 1(2) of investment property as collateral may sell, transfer, use or otherwise deal with the collateral in the manner and to the extent provided in the security agreement.

The debtor, a creditor, a sheriff, a person with an interest in personal property of the debtor, or an authorized representative of any of them may require a secured party, by a demand in writing, to send or make available the information or documentation referred to in subsection (3) to the person making the demand or, if the demand is made by the debtor, to any person at an address specified by the debtor.

A demand under subsection (1) shall contain an address for reply and may be delivered to the secured party

Any or all of the following may be demanded under subsection (1):

A person with an interest in personal property of the debtor is entitled to make a demand under subsection (1) only with respect to a security agreement providing for a security interest in the personal property in which the person has an interest.

The secured party, on the demand of a person entitled to receive a copy of the security agreement referred to in paragraph (3)(a), shall permit the person to inspect the security agreement or a copy of it during regular business hours at the location referred to in paragraph (3)(e).

If a person makes a demand under subsection (1) for a written approval or correction of an itemized list referred to in paragraph (3)(c) and the secured party claims a security interest in all of the debtor’s present and after-acquired personal property, in all of the debtor’s present and after-acquired personal property except specified items or kinds of personal property or in all of a specified kind of the debtor’s personal property, the secured party may indicate this instead of approving or correcting the itemized list.

A secured party shall comply with a demand under subsection (1) or (5) within

If, without reasonable excuse, the secured party fails to comply with a demand under subsection (1) or (5) within the time specified in subsection (7) or provides an incomplete or incorrect reply to a demand under subsection (1), the person making the demand, in addition to any other remedy provided by this Act, may apply to the Court for an order requiring the secured party to comply with the demand.

If a person receiving a demand under subsection (1) or (5) no longer has an interest in the obligation or property of the debtor that is the subject of the demand, that person shall, within fifteen days after receiving the demand, disclose the name and address of the immediate successor in interest and, if known, the latest successor in interest.

If, without reasonable excuse, the person receiving the demand fails to comply with subsection (9), the person making the demand, in addition to any other remedy provided in this Act, may apply to the Court for an order requiring the person receiving the demand to comply.

On an application under subsection (8) or (10), the Court may make an order requiring the secured party or the person receiving the demand to comply with the demand or to disclose the information.

On an application under subsection (8) or (10) or on a separate application, the Court may make

On an application under subsection (8) or (10), or on an application by the secured party referred to in subsection (8) or by the person receiving a demand referred to in subsection (9), the Court, subject to section 66, may make

If a secured party replies to a demand under subsection (1), the secured party and a successor in interest referred to in subsection (9) are estopped, for the purposes of this Act, as against the person making the demand, and any other person who can reasonably be expected to rely on the reply to the extent that the person relied on the reply, from denying

A successor in interest referred to in subsection (9) is not estopped under subsection (14) if

The person to whom a demand is made under this section may require payment in advance of a fee in the amount prescribed for each demand, but the debtor is entitled to a reply without charge once every six months.

A secured party who receives a demand that purports to be made by a person entitled to make the demand under subsection (1) may act as if the person is entitled to make the demand unless the secured party knows that the person is not entitled to make it.

Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

Perfection of a security interest in a futures account also perfects a security interest in the futures contracts carried in the futures account.

A security interest arising in the delivery of a financial asset under subsection 12.1(3) is perfected when it attaches.

A security interest in investment property created by a broker or securities intermediary is perfected when it attaches.

A security interest in a futures contract or a futures account created by a futures intermediary is perfected when it attaches.

An unperfected security interest in collateral is subordinate to the interest of

An unperfected security interest in collateral is not effective against

An unperfected security interest in collateral that is not investment property is subordinate to the interest of a transferee of the collateral if the transferee

For the purposes of subsection (3), a purchaser of an instrument or a holder of a negotiable document of title who acquires it under a transaction entered into in the ordinary course of the transferor’s business has knowledge only if the purchaser or holder acquires the interest with knowledge that the transaction violates the terms of the security agreement creating or providing for the security interest.

A purchase money security interest in collateral, other than an intangible, has priority over the interests of persons referred to in subsections 20(1) and 20(2) if it is perfected not later than fifteen days after the debtor, or another person at the request of the debtor, obtains possession of the collateral, whichever is earlier.

If goods are shipped by common carrier to a debtor or to a person designated by the debtor, the debtor does not have possession of the goods for the purposes of subsection (1) until the debtor, or another person at the request of the debtor, has obtained actual possession of the goods or a document of title to the goods, whichever is earlier.

A purchase money security interest in an intangible has priority over the interests of persons referred to in subsections 20(1) and 20(2) if it is perfected not later than fifteen days after it attaches.

A security interest in goods referred to in subparagraph (b)(iv) of the definition “security interest” in section 1 has priority over the interests of persons referred to in subsections 20(1) and 20(2) if it is perfected not later than thirty days after the sale of the goods.

If a security interest is originally perfected under this Act and is again perfected in some other way under this Act without an intermediate period when it is unperfected, the security interest shall be deemed to be perfected continuously for the purposes of this Act.

A transferee of a security interest has the same priority in relation to perfection of the security interest as the transferor had at the time of the transfer.

Subject to section 19, possession of the collateral by the secured party, or on the secured party’s behalf by another person, perfects a security interest in

A secured party does not have possession of collateral for the purposes of subsection (1) if

Subject to section 19, a secured party may perfect a security interest in a certificated security by taking delivery of the certificated security under section 68 of the Securities Transfer Act.

Subject to section 19, a security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under section 68 of the Securities Transfer Act and remains perfected by delivery until the debtor obtains possession of the security certificate.

Subject to section 19, a security interest in investment property may be perfected by control of the collateral under subsection 1(2).

Subject to section 19, a security interest in investment property is perfected by control under subsection 1(2) from the time the secured party obtains control and remains perfected by control until

If a security interest in an instrument or a certificated security is perfected under section 24 and the secured party delivers the instrument or certificated security to the debtor for the purpose of

If a security interest in a negotiable document of title or in goods held by a bailee that are not covered by a negotiable document of title is perfected by possession under section 24 and the secured party makes the document of title or goods available to the debtor for the purpose of

On the expiry of the fifteen day period referred to in subsection (1) or (2), a security interest referred to in those subsections is subject to the other provisions of this Act relating to the perfection of a security interest.

Subject to section 19, a security interest in goods in the possession of a bailee is perfected by

The issue of a negotiable document of title covering goods does not preclude any other security interest in the goods from arising during the period that the negotiable document of title is outstanding.

A perfected security interest in a negotiable document of title covering goods takes priority over a security interest in the goods that is otherwise perfected after the goods become covered by the negotiable document of title.

Subject to this Act, if collateral is dealt with or otherwise gives rise to proceeds, the security interest

If a secured party enforces a security interest against both the collateral and the proceeds, the amount secured by the security interest in the collateral and the proceeds is limited to the market value of the collateral at the date of the dealing.

The limitation of the amount secured by a security interest as provided in subsection (2) does not apply where the collateral is investment property.

A security interest in proceeds is a continuously perfected security interest if the interest in the original collateral is perfected by registration of a financing statement under section 25 that

If the security interest in the original collateral is perfected other than in a manner referred to in subsection (3), the security interest in the proceeds is a continuously perfected security interest for the first fifteen days after the security interest in the original collateral attaches to the proceeds but becomes unperfected on the expiry of that period, unless the security interest in the proceeds is otherwise perfected by any of the methods and under the circumstances specified in this Act for original collateral of the same kind.

If a debtor sells or leases goods that are subject to a security interest under circumstances in which the buyer or lessee takes free of the security interest under paragraph 28(1)(a) or section 30, the security interest reattaches to the goods if

If a security interest reattaches under subsection (1), the perfection of the security interest and the time of registration or perfection shall be determined as if the goods had not been sold or leased if

If a sale or lease of goods creates an account or chattel paper that is transferred to a secured party, and the goods are returned to, seized or repossessed by the debtor or the transferee of the chattel paper, the transferee of the account or chattel paper has a security interest in the goods that attaches when the goods are returned, seized or repossessed.

A security interest in goods arising under subsection (3) is perfected if the security interest in the account or chattel paper was perfected when the goods were returned, seized or repossessed, but becomes unperfected on the expiry of fifteen days after the return, seizure or repossession, unless the transferee registers a financing statement relating to the security interest or takes possession of the goods by seizure, repossession or otherwise, before the expiry of that fifteen day period.

A security interest in goods that a transferee of an account has under subsection (3) is subordinate to a perfected security interest that reattaches under subsection (1) and to a security interest of a transferee of chattel paper that arises under subsection (3).

A security interest in goods that a transferee of chattel paper has under subsection (3) has priority over

A security interest in goods given by a buyer or lessee of the goods referred to in subsection (1) that attaches while the goods are in the possession of the buyer, lessee or debtor and that is perfected when the goods are returned, seized or repossessed has priority over a security interest in the goods arising under this section.

In this section

A buyer or lessee of goods sold or leased in the ordinary course of business of the seller or lessor takes free of any perfected or unperfected security interest given by the seller or lessor or arising under section 28 or 29, whether or not the buyer or lessee knows of it, unless the buyer or lessee also knows that the sale or lease constitutes a breach of the security agreement under which the security interest was created.

A buyer or lessee of goods that are acquired as consumer goods takes free of a perfected or unperfected security interest in the goods if the buyer or lessee

Subsection (3) does not apply to a security interest in

A buyer or lessee of goods who buys or leases the goods during any of the fifteen day periods referred to in subsection 26(1) or (2), 28(4), 29(4) or section 51 takes free of the security referred to in those provisions, if the buyer or lessee

A buyer or lessee of goods takes free of a security interest in the goods perfected by registration under section 25 if

Subsection (6) applies only to goods that are equipment and that are of a kind that are prescribed as serial numbered goods.

A sale or lease under subsection (2), (3), (5) or (6) may be

A purchaser of a security, other than a secured party, who

A purchaser referred to in subsection (1) is not required to determine whether a security interest has been granted in the security or whether the transaction constitutes a breach of a security agreement.

An action based on a security agreement creating a security interest in a financial asset, however framed, may not be brought against a person who acquires a security entitlement under section 95 of the Securities Transfer Act for value and did not know that there has been a breach of the security agreement.

A person who acquires a security entitlement under section 95 of the Securities Transfer Act is not required to determine whether a security interest has been granted in a financial asset or whether there has been a breach of the security agreement.

If an action based on a security agreement creating a security interest in a financial asset could not be brought against an entitlement holder under subsection (3), it may not be asserted against a person who purchases a security entitlement, or an interest in it, from the entitlement holder.

A holder of money has priority over a security interest in it perfected by registration under section 25 or temporarily perfected under subsection 28(4) if the holder

A creditor who receives an instrument drawn or made by a debtor and delivered in payment of a debt owing to the creditor by that debtor has priority over a security interest in the instrument whether or not the creditor has knowledge of the security interest in the instrument at the time of delivery.

A purchaser of an instrument has priority over a security interest in the instrument perfected by registration under section 25 or temporarily perfected under subsection 26(1) or 28(4) if the purchaser

A holder to whom a negotiable document of title is negotiated has priority over a security interest in the document of title that is perfected by registration under section 25 or temporarily perfected under subsection 26(2) or 28(4) if the holder

For the purposes of subsections (3) and (4), a purchaser of an instrument or a holder of a negotiable document of title who acquires it under a transaction entered into in the ordinary course of the transferor’s business has knowledge only if the purchaser acquires the interest with knowledge that the transaction violates the terms of the security agreement creating or providing for the security interest.

A purchaser of chattel paper who takes possession of it in the purchaser’s ordinary course of business and for new value has priority over any security interest in the chattel paper that

This Act does not limit the rights of a protected purchaser of a security under the Securities Transfer Act.

The interest of a protected purchaser of a security under the Securities Transfer Act takes priority over an earlier security interest, even if perfected, to the extent provided in that Act.

This Act does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under the Securities Transfer Act.

In this section

The rights of a debtor in collateral may be transferred consensually or by operation of law notwithstanding a provision in the security agreement prohibiting transfer or declaring a transfer to be a default, but a transfer by the debtor does not prejudice the rights of the secured party under the agreement or otherwise, including the right to treat a prohibited transfer as an act of default.

Subject to section 28, a purchase money security interest in

Subject to section 28, a purchase money security interest in inventory or its proceeds has priority over any other security interest in the same collateral given by the same debtor if

A notice under subsection (2) may be given in accordance with section 69 or by registered mail addressed to the address of the person to be notified that was registered as part of the financing statement referred to in paragraph (2)(b).

A purchase money security interest in goods or, subject to section 28, in their proceeds, taken by a seller, lessor or consignor of the collateral, that is perfected

A purchase money security interest in collateral as original collateral has priority over a purchase money security interest in the same collateral as proceeds, if it is perfected

If goods are shipped by common carrier to a debtor or to a person designated by a debtor, the debtor does not have possession of the goods for the purposes of this section until the debtor, or another person at the request of the debtor, has obtained actual possession of the goods or a document of title to the goods, whichever is earlier.

A purchase money security interest in an item of collateral does not extend to or continue in the proceeds of the item after the obligation to pay the purchase price of the item or repay the value given for the purposes of enabling the debtor to acquire rights in it has been discharged.

A perfected security interest in crops or their proceeds given for value to enable a debtor to produce the crops and given while the crops are growing crops or during a period of six months immediately before the time the crops become growing crops, has priority over any other security interest in the same collateral given by the same debtor.

A perfected security interest in fowl, cattle, horses, sheep, swine or fish or their proceeds given for value to enable the debtor to acquire food, drugs or hormones to be fed to or placed in the animals or fish has priority over any other security interest in the same collateral or its proceeds given by the same debtor other than a perfected purchase money security interest.

Where this Act provides no other method for determining priority between competing security interests in the same collateral, the following priority rules apply:

For the purposes of subsection (1), a continuously perfected security interest shall be treated at all times as if perfected by the method by which it was originally perfected.

For the purposes of subsection (1) and subject to section 28, the time of registration, possession or perfection of a security interest in original collateral is also the time of registration, possession or perfection of a security interest in its proceeds.

A security interest in goods that are equipment and are of a kind that are prescribed as serial numbered goods is not registered or perfected by registration for the purposes of subsection (1), (7) or (8) or 34(1) unless a financing statement relating to the security interest that includes a description of the goods by serial number is registered with the serial number entered into the field labelled for the receipt of serial numbers.

Subject to subsection (6), the priority which a security interest has under subsection (1) applies to all advances, including future advances.

A perfected security interest has priority over the interest of a judgment creditor referred to in paragraph 20(1)(a) only to the extent of

If a registration lapses as a result of a failure to renew it or if a registration is discharged without authorization or in error, and the secured party re-registers in accordance with the regulations within thirty days after the lapse or discharge, the lapse or discharge does not affect the priority ranking of the security interest to which the lapsed or discharged registration relates as against a competing perfected security interest that immediately before the lapse or discharge had a subordinate priority ranking, except to the extent that the competing security interest secures advances made or contracted for after the lapse or discharge and before the re-registration.

If a debtor transfers an interest in collateral that, at the time of the transfer, is subject to a perfected security interest, that security interest has priority over any other security interest granted by the transferee before the transfer except to the extent that the security interest granted by the transferee secures advances made or contracted for

Subsection (8) does not apply if the transferee acquires the debtor’s interest free of the security interest granted by the debtor.

The rules in this section govern priority among conflicting security interests in the same investment property.

A security interest of a secured party having control of investment property under subsection 1(2) has priority over a security interest of a secured party who does not have control of the investment property.

A security interest in a certificated security in registered form that is perfected by taking delivery under subsection 24(3) and not by control under section 24.1 has priority over a conflicting security interest perfected by a method other than control.

Except as otherwise provided in subsections (5) and (6), conflicting security interests of secured parties each of whom has control under subsection 1(2) rank according to priority in time of

A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

A security interest held by a futures intermediary in a futures contract or a futures account maintained with the futures intermediary has priority over a conflicting security interest held by another secured party.

Conflicting security interests granted by a broker, securities intermediary or futures intermediary that are perfected without control under subsection 1(2) rank equally.

In all other cases, priority among conflicting security interests in investment property is governed by section 35.

In this section

Except as provided in section 30 and subsections (3), (4) and (9), a security interest in goods that attaches before or when the goods become fixtures has priority with respect to the goods over a claim to the goods made by a person with an interest in the land.

A security interest referred to in subsection (2) is subordinate to the interest of a person who acquires for value an interest in the land after the goods become fixtures, including an assignee for value of the interest of a person with an interest in the land at the time the goods become fixtures, if the interest is acquired without fraud and before notice of the security interest is registered in accordance with section 49.

A security interest referred to in subsection (2) is subordinate to the interest of a person with a registered mortgage of the land who, after the goods become fixtures,

If a notice of a security interest in fixtures has not been registered in accordance with section 49 when a search is made of the records of a land registry office or the title register of a land title office by or on behalf of a person with a registered mortgage of the land, any advance under the mortgage made on the same day that the search was made shall be deemed to have been made before registration of a notice under section 49, notwithstanding that the notice was registered on the same day that the search was made.

The priority under this section of a person with an interest in the land referred to in subsection (3) or of a person with a registered mortgage of the land referred to in subsection (4) is not affected by priority rights in the land under the Registry Act or the Land Titles Act.

A security interest in goods that attaches after the goods become fixtures is subordinate to the interest of a person who has an interest in the land when the goods become fixtures and who

A security interest in goods that attaches after the goods become fixtures is subordinate to the interest of a person who acquires an interest in the land after the goods become fixtures if the interest is acquired without fraud and before notice of the security interest in the fixtures is registered in accordance with section 49.

A security interest in goods that attaches before, when or after the goods become fixtures is subordinate to the interest of a creditor of the debtor who causes a judgment affecting the land to be registered in the records of the appropriate land registry office or the title register of the appropriate land titles office under the Enforcement of Money Judgments Act before notice of the security interest in the fixtures is registered in accordance with section 49.

The interest of a creditor of the debtor referred to in subsection (9) does not take priority over a purchase money security interest in goods that become fixtures if a notice of the security interest in the fixtures is registered in accordance with section 49 not later than fifteen days after the goods are affixed to the land.

A secured party who has the right, under this Act, to remove goods from land shall exercise the right of removal in a manner that causes no unnecessary damage or injury to the land and to other property situated on it or that puts the occupier of the land to any greater inconvenience than is necessarily incidental to the removal of the goods.

A person, other than the debtor, who has an interest in the land when the goods subject to the security interest are affixed to the land is entitled to reimbursement for any damage to the interest of the person in the land caused during the removal of the goods, but is not entitled to reimbursement for diminution in the value of the land caused by the absence of the goods removed or by the necessity to replace them.

A person entitled to reimbursement under subsection (12) may refuse permission to remove the goods until the secured party has given adequate security for the reimbursement.

The secured party may apply to the Court for one or more of the following orders:

If the interest of a person with an interest in the land is subordinate to a security interest in the goods under this section, the person with an interest in the land may, before the goods have been removed from the land by the secured party, retain the goods on payment to the secured party of the lesser of the following:

A secured party who has a right to remove goods from land shall give to each person who appears by the records of the appropriate land registry office or the title register of the appropriate land titles office to have an interest in the land, a notice of the intention of the secured party to remove the goods.

A notice under subsection (16) shall contain

A notice under subsection (16) shall be given at least fifteen days before removal of the goods and may be given in accordance with section 69 or by registered mail addressed to the address of the person to be notified as it appears in the records of the appropriate land registry office or the title register of the appropriate land titles office.

A person entitled to receive a notice under subsection (16) may apply to the Court for an order postponing removal of the goods from the land.

In this section

Except as provided in subsections (3), (4), (5) and (7), a security interest in crops has priority with respect to the crops over a claim to the crops made by a person with an interest in the land.

A security interest in crops is subordinate to the interest of a person who acquires for value an interest in the land while the crops are growing crops, including an assignee for value of the interest of a person with an interest in the land while the crops are growing crops, if the interest is acquired without fraud and before notice of the security interest is registered in accordance with section 49.

A security interest in crops is subordinate to the interest of a person with a registered mortgage of the land who, after the crops become growing crops,

If a notice of a security interest in crops has not been registered in accordance with section 49 when a search is made of the records of a land registry office or the title register of a land title office by or on behalf of a person with a registered mortgage of the land, any advance under the mortgage made on the same day that the search was made shall be deemed to have been made before registration of a notice under section 49, notwithstanding that the notice was registered on the same day that the search was made.

The priority under this section of a person with an interest in the land referred to in subsection (3) or of a person with a registered mortgage of the land referred to in subsection (4) is not affected by priority rights in the land under the Registry Act or the Land Titles Act.

A security interest in crops is subordinate to the interest of a creditor of the debtor who causes a judgment affecting the land to be registered in the records of the appropriate land registry office or the title register of the appropriate land titles office under the Enforcement of Money Judgments Act before notice of the security interest is registered in accordance with section 49.

The interest of a creditor of the debtor referred to in subsection (7) does not take priority over a purchase money security interest in the crops or a security interest in the crops referred to in subsection 34(8) if a notice of the security interest in the crops is registered in accordance with section 49 not later than fifteen days after the security interest in the crops attaches.

Subsections 36(11) to (19) apply with the necessary modifications to the seizure and removal of growing crops from land.

In this section

Except as provided in section 30 and subsections (3), (4) and (7), a security interest in goods that attaches before or when the goods become an accession has priority with respect to the goods over a claim to the goods as an accession made by a person with an interest in the whole.

A security interest referred to in subsection (2) is subordinate to the interest of a person who acquires for value an interest in the whole after the goods become an accession, including an assignee for value of the interest of a person with an interest in the whole after the goods become an accession, if the interest is acquired without knowledge and before the security interest is perfected.

A security interest referred to in subsection (2) is subordinate to the interest of a person with a security interest taken and perfected in the whole who

A security interest in goods that attaches after the goods become an accession is subordinate to the interest of a person who has an interest in the other goods when the goods become an accession and who

A security interest in goods that attaches after the goods become an accession is subordinate to the interest of a person who acquires an interest in the whole after the goods become an accession, if the interest is acquired without knowledge and before the security interest in the accession is perfected.

Subject to subsection (8), a security interest in goods that attaches before, at the time or after the goods become an accession is subordinate to the interest of a judgment creditor referred to in paragraph 20(1)(a) if the security interest is not perfected when a notice of judgment referred to in paragraph 20(1)(a) is registered.

The interest of a judgment creditor referred to in paragraph 20(1)(a) does not take priority under subsection (7) over a purchase money security interest in goods that is perfected not later than fifteen days after the goods become an accession.

A secured party who has the right, under this Act, to remove an accession from the whole shall exercise the right of removal in a manner that causes no unnecessary damage or injury to the other goods or that puts the person in possession of the whole to any greater inconvenience than is necessarily incidental to the removal of the accession.

A person, other than the debtor, who has an interest in the whole when the goods subject to the security interest become an accession is entitled to reimbursement for any damages to the interest of that person in the whole caused during the removal of the accession, but is not entitled to reimbursement for diminution in the value of the whole caused by the absence of the accession or by the necessity to replace it.

A person entitled to reimbursement under subsection (10) may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.

The secured party may apply to the Court for one or more of the following orders:

If the interest of a person with an interest in the whole is subordinate to a security interest in the accession under this section, the person with an interest in the whole may, before the accession has been removed from the whole by the secured party, retain the accession on payment to the secured party of the lesser of the following:

The secured party who has a right to remove the accession from the whole shall give a notice of the secured party’s intention to remove the accession to each person

A notice under subsection (14) shall contain

A notice under subsection (14) shall be given at least fifteen days before removal of the accession and may be given in accordance with section 69 or by registered mail addressed to the address of the person to be notified that was registered as part of the financing statement referred to in paragraph (14)(b).

A person entitled to receive a notice under subsection (14) may apply to the Court for an order postponing removal of the accession.

A perfected security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product.

Subject to subsections (4) and (6), if more than one perfected security interest continues in the same product or mass under subsection (1), and each was a security interest in separate goods, the security interests are entitled to share in the product or mass according to the ratio that the obligation secured by each security interest bears to the sum of the obligations secured by all security interests.

For the purpose of section 35, perfection of a security interest in goods that subsequently become part of a product or mass is also perfection of the security interest in the product or mass.

For the purpose of subsection (2), the obligation secured by a security interest that continues in the product or mass under subsection (1) is limited to the market value of the goods when the goods become part of the product or mass.

Any priority that a perfected security interest that continues in the product or mass under subsection(1) has over an interest in the product or mass is limited to the market value of the goods when the goods become part of the product or mass.

A perfected purchase money security interest in goods that continues in the product or mass under subsection (1) has priority over a non-purchase money security interest

A perfected purchase money security interest in goods that continues in the product or mass under subsection (1) has priority over any non-purchase money security interest in the product or mass as inventory given by the same debtor if

A notice under subsection (7) may be given in accordance with section 69 or by registered mail addressed to the address of the person to be notified that was registered as part of the financing statement referred to in paragraph (7)(a).

This section does not apply to a security interest in an accession to which section 38 applies.

A secured party may subordinate, in a security agreement or otherwise, the secured party’s security interest to any other interest.

A subordination is effective according to its terms between the parties and may be enforced by a third party if the third party is the person or one of the class of persons for whose benefit the subordination was intended.

In this section

Unless the account debtor on an intangible or chattel paper has made an enforceable agreement not to assert defences or claims arising out of a contract, the rights of an assignee of the intangible or chattel paper are subject to

A modification of or substitution for a contract made in good faith and in accordance with reasonable commercial standards and without material adverse effect on the assignee’s rights under the contract or the assignor’s ability to perform the contract is effective against the assignee unless the account debtor has otherwise agreed.

Subsection (3) applies

If the contract has been substituted or modified in the manner referred to in subsection (3), the assignee obtains rights corresponding to those of the assignor under the modified or substituted contract.

Nothing in subsections (3) to (5) affects the validity of a term in an assignment agreement that provides that a modification or substitution referred to in those subsections is a breach of contract by the assignor.

If collateral which is either an intangible or chattel paper is assigned, the account debtor may make payments to the assignor

A notice of an assignment under subsection (7) shall

Payment by an account debtor to an assignee after the account debtor receives notice of the assignment in accordance with subsection (8) discharges the obligation of the account debtor to the extent of the payment.

A term in a contract between a debtor on an account or chattel paper and an assignor that prohibits or restricts assignment of the whole of the account or chattel paper for money due or to become due is binding on the assignor only to the extent that the assignor may be liable in damages for breach of the term, but is unenforceable against third parties.

There shall be an electronic registry known as the Personal Property Registry for the purposes of registrations under this Act and under any other Act that provides for registration in the Registry.

Service New Brunswick may designate a person as Registrar.

The Registrar may designate one or more persons by name or position as Deputy Registrars.

The Registrar shall supervise and administer the operation of the Registry and shall have such powers and duties as are set out in this Act or the regulations or any other Act that provides for registration in the Registry or the regulations under that Act.

A Deputy Registrar has the same powers and duties as the Registrar, subject to the direction and supervision of the Registrar.

The Registrar and Deputy Registrars may designate one or more persons to act on their behalf.

When it is not practical, in the opinion of the Registrar, to provide access to the Registry or to provide one or more Registry services, the Registrar may refuse access to the Registry or otherwise suspend one or more of its services.

A person may register a financing statement in the Registry at an office of the Registry in accordance with the regulations.

The Registrar may enter into an agreement with any person to provide access to the Registry on terms and conditions that the Registrar considers advisable and may vary the terms and conditions from time to time as the Registrar considers advisable.

A person who has entered into an agreement with the Registrar under subsection (2) may register a financing statement in the Registry in accordance with the agreement and the regulations.

Registration of a financing statement is effective from the time that a registration number, date and time is assigned to the registration in the Registry.

A financing statement may be registered before or after a security agreement is made or a security interest attaches.

A registration may relate to one or more than one security agreement.

Except as otherwise provided in this section, the validity of the registration of a financing statement is not affected by any defect, irregularity, omission or error in the financing statement unless the defect, irregularity, omission or error is seriously misleading.

A registration is invalid if a search of the records of the Registry using the name, as prescribed, of any of the debtors required to be included in the financing statement other than a debtor who does not own or have rights in the collateral does not disclose the registration.

Subject to subsections (10) and (10.1), a registration is invalid if a search of the records of the Registry by serial number, as prescribed, for collateral that is consumer goods of a kind that are prescribed as serial numbered goods does not disclose the registration.

A registration disclosed other than as an exact match as a result of a search of the records of the Registry using the name of a debtor or serial number as prescribed does not mean that the registration is, by that fact alone, valid.

In order to establish that a defect, irregularity, omission or error is seriously misleading, it is not necessary to prove that anyone was actually misled by it.

Failure to include a description of any item or kind of collateral in a financing statement does not affect the validity of the registration with respect to the description of other collateral included in the financing statement.

An error in a description of any item or kind of collateral described by serial number in a financing statement does not affect the validity of the registration with respect to the description of other collateral included in the financing statement.

The secured party or person named as secured party in a financing statement shall give to each person named as debtor in the statement, within thirty days after it is registered, a verification statement in accordance with the regulations, except where that person has waived in writing the right to receive it.

Except as otherwise prescribed, a registration under this Act is effective for the period of time specified as part of the financing statement by which the registration is effected.

A registration may be renewed by registering a financing change statement at any time before the registration expires and, except as otherwise prescribed, the period of time for which the registration is effective shall be extended by the renewal period specified as part of the financing change statement.

An amendment to a registration may be effected by registering a financing change statement at any time during the period that the registration is effective and the amendment is effective from the time that the financing change statement is registered to the expiry of the registration being amended.

Notwithstanding that an amendment of a registration is not specifically provided for in this Part, a financing change statement may be registered to amend the registration.

If a secured party with a security interest that is perfected by registration transfers the security interest or a part of it, a financing change statement may be registered to disclose the transfer.

If a financing change statement is registered under subsection (1) and an interest in part, but not all, of the collateral is transferred, the financing change statement shall include a description of the collateral in which the interest is transferred.

If a secured party with a security interest that is not perfected by registration transfers the security interest, a financing statement may be registered in which the transferee is disclosed as the secured party.

After registration of a financing change statement disclosing a transfer of a security interest, the transferee is the secured party for the purposes of this Part.

A registration disclosing a transfer of a security interest may be registered before or after the transfer.

If a security interest has been subordinated by the secured party to the interest of another person, a financing change statement may be registered to disclose the subordination at any time during the period that the registration of the subordinated security interest is effective.

A person may search the records of the Registry and obtain a printed search result

A search under subsection (1) may be conducted according to

A printed search result that purports to be issued by the Registry is receivable as evidence and is, in the absence of evidence to the contrary, proof of the registration of any financing statement to which the search result relates, including

In this section

A security interest in a fixture under section 36 and a security interest in a crop under section 37 may be registered in the land registry by submitting a notice in accordance with the regulations to the appropriate land registration office.

On the submission of a notice under subsection (2) and on the payment of any prescribed fee, the registrar of the land registration office to which the notice is submitted shall register it in the land registry for that office.

On the registration of a notice under subsection (3), every person dealing with the land to which the notice relates shall be deemed to have knowledge of the security interest referred to in the notice.

The secured party or person named as secured party in a notice registered under subsection (3) shall give to each person named as a debtor in the notice, within thirty days after it is registered, a copy of the notice, except where that person has waived in writing the right to receive it.

If a notice registered under subsection (3) has not expired, notice of its renewal, amendment or discharge or notice of the transfer or subordination of the security interest to which it relates may be registered by submitting a notice in accordance with the regulations to the appropriate land registration office.

On the submission of a notice under subsection (6) and on the payment of any prescribed fee, the registrar of the office to which the notice is submitted shall register it in the land registry for that office.

Subsections 43(6), (7), (8), (10) and (11) and sections 44 and 45 apply with the necessary modifications to the notices referred to in subsections (2) and (6).

If a notice registered under subsection (3) expires or a notice of its discharge is registered under subsection (7), it is of no effect and the appropriate registrar may cancel registration of the notice and any other notice that relates to the same security interest in the land registry.

The debtor named in a notice registered under subsection (3) or (7), and any person with a registered interest in the land to which the notice relates, may give a written demand to the secured party if

A demand under subsection (10) may require that the secured party, within thirty days after the demand is given, submit for registration a notice under subsection (6)

If a secured party fails to comply with a demand under subsection (10) within thirty days after it is given, or fails to give to the person giving the demand an order of the Court confirming that the registration need not be amended or discharged, the person giving the demand may submit for registration the notice referred to in subsection (11) and the registrar shall register the notice.

A demand under subsection (10) may be given in accordance with section 69 or by registered mail addressed to the address of the secured party as it appears on the most recent notice registered under subsection (3) or (7).

On application by the secured party, the Court may order that the registration

Subsection (12) does not apply to a registration of a notice of a security interest provided for in a trust indenture if the notice states that the security agreement providing for the security interest is a trust indenture.

In a case within subsection (15), if the secured party fails to comply with a demand under subsection (10) within fifteen days after it is given, the person making the demand may apply to the Court for an order directing that the registration be amended or discharged.

No fee or expense shall be charged by a secured party for compliance with a demand given under subsection (10) unless the charge was agreed to by the parties before the demand was given.

In this section

If a registration relates exclusively to a security interest in consumer goods, the secured party shall discharge the registration within thirty days after all obligations under the security agreement creating the security interest are performed, unless the registration lapses before the expiry of that thirty day period.

The debtor, or any person with an interest in property that falls within the collateral description included in a registered financing statement, may give a written demand to the secured party if

A demand under subsection (3) may require that the secured party, within fifteen days after the demand is given, register a financing change statement

If a secured party fails to comply with a demand under subsection (3) within fifteen days after it is given, or fails to give to the person giving the demand an order of the Court confirming that the registration need not be amended or discharged, the person giving the demand may register the financing change statement referred to in subsection (4).

A demand under subsection (3) may be given in accordance with section 69 or by registered mail addressed to the address of the secured party that was registered as part of the financing statement.

On application by the secured party, the Court may order that the registration

Subsection (5) does not apply to the registration of a security interest provided for in a trust indenture if the registration discloses that the security agreement providing for the security interest is a trust indenture.

In a case within subsection (8), if the secured party fails to comply with a demand under subsection (3) within fifteen days after it is given, the person making the demand may apply to the Court for an order directing that the registration be amended or discharged.

No fee or expense shall be charged by a secured party for compliance with a demand given under subsection (3) unless the charge was agreed to by the parties before the demand was given.

Where there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations or otherwise give value, a secured party having control of investment property under paragraph 25(1)(b) of the Securities Transfer Act or subparagraph 1(2)(d)(ii) of this Act shall, within 10 days after receipt of a written demand by the debtor, send to the securities intermediary or futures intermediary with which the security entitlement or futures contract is maintained a written record that releases the securities intermediary or futures intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party.

If a security interest is perfected by registration and the debtor transfers all or part of the debtor’s interest in the collateral with the prior consent of the secured party, the security interest in the transferred collateral is subordinate to

If a security interest is perfected by registration and the secured party has knowledge of

This section does not have the effect of subordinating a prior security interest deemed by section 74 to be registered under this Act.

If the debtor’s interest in part or all of the collateral is transferred by the debtor without the consent of the secured party and there are one or more subsequent transfers of the collateral without the consent of the secured party before the secured party acquires knowledge of the name of the most recent transferee of the collateral, the secured party shall be deemed to have complied with subsection (2) if the secured party registers a financing change statement not later than fifteen days after acquiring knowledge of

A person may bring action against Service New Brunswick to recover loss or damage suffered by that person because of an error or omission in the operation of the Registry if the loss or damage resulted from reliance on a printed search result issued by the Registry.

Service New Brunswick is not liable directly or vicariously for loss or damage suffered by a person because of

No action for damages under this section or section 53 lies against Service New Brunswick unless it is commenced within

Notwithstanding the Proceedings Against the Crown Act, no action may be brought against the Crown in right of the Province, Service New Brunswick, the Registrar, a Deputy Registrar or an officer, employee or agent of Service New Brunswick or the Registry for any error or omission of the Registrar, Deputy Registrar, officer, employee or agent of Service New Brunswick or the Registry in respect of the discharge or purported discharge of any duty or function under this Act or the regulations or any other Act or the regulations under that Act, except as provided in this section and in section 53.

An action for recovery of damages under section 52 brought by a trustee under a trust indenture or by a person with an interest in a trust indenture shall be brought on behalf of all persons with interests in the same trust indenture, and the judgment in the action, except to the extent that it provides for a subsequent determination of the amount of damages suffered by each person, constitutes a judgment between each person and Service New Brunswick in respect of each error or omission.

In an action brought by a trustee under a trust indenture or by a person with an interest in a trust indenture, proof that each person relied on the search result is not necessary if it is established that the trustee relied on the search result, but no person is entitled to recover damages under this section if the person knows at the time of acquisition of an interest in the collateral that the search result relied upon by the trustee is incorrect.

In proceedings under this section, the Court may make any order that it considers appropriate in order to give notice to the persons with an interest in the same trust indenture.

Subject to subsection 54(1), the Court may order payment of all or a portion of the damages awarded to identified persons with interests in the same trust indenture at any time after judgment, and the obligation of Service New Brunswick to satisfy the judgment is satisfied to the extent that payment is so made.

The total amount recoverable in a single action under section 52, and the total amount recoverable for all claims in a single action under section 53, shall not exceed the amounts prescribed.

If damages are paid to a claimant under this section, the Crown is subrogated to the rights of the claimant against any person indebted to the claimant whose debt to the claimant was the basis of the loss or damage in respect of which the claim was paid.

If the amount of the damages paid to a claimant is less than the value of the interest the claimant would have had if the error or omission had not occurred, the right of subrogation under subsection (2) does not prejudice the right of the claimant to recover in priority to the Crown an amount equal to the difference between the amount paid to the claimant and the value of the interest the claimant would have had if the error or omission had not occurred.

The Comptroller may, without action being brought, pay out of the Consolidated Fund of the Province, the amount of a claim against Service New Brunswick when authorized to do so by Service New Brunswick on the report of the Registrar setting forth the facts and the opinion of the Registrar that the claim is just and reasonable.

When an award of damages has been made in favour of a claimant and the time for appeal has expired, or when an appeal is taken and is disposed of in whole or in part in favour of the claimant, the Comptroller shall authorize payment out of the Consolidated Fund of the Province, subject to subsection (1), the amount specified in the judgment in a manner specified in the judgment, including the costs of the claimant if the judgment so provides.

This Part does not apply to

In this section

The rights and remedies in this Part are cumulative.

Subject to any other Act or rule of law to the contrary, where the same obligation is secured by an interest in land and by a security interest to which this Act applies, the secured party may

Paragraph (4)(b) does not limit the rights of a secured party who has a security interest in the personal property taken before or after the security interest referred to in subsection (4).

A secured party referred to in subsection (5)

For the purpose of distributing the proceeds realized from the sale of both land and personal property where the purchase price is not allocated to each separately, the amount that is attributable to the sale of the personal property is that proportion of the total proceeds that the market value of the personal property at the time of the sale bears to the market value of the land and the personal property at the time of the sale.

A security interest does not merge merely because a secured party has reduced the claim to judgment.

In this section

Subject to subsection (4), if the debtor is in default under a security agreement, the secured party has against the debtor only

Subject to subsection (4), if the debtor is in default under a security agreement, the debtor has against the secured party

Except as provided in sections 17, 17.1, 59, 60 and 62, no provision of section 17 or 17.1 or sections 57 to 66, to the extent that the provision gives rights and remedies to the debtor or imposes obligations on the secured party, can be waived or varied by agreement or otherwise.

In this section

If the debtor is in default under a security agreement, the secured party is entitled

A secured party who enforces a security interest by giving notice in accordance with paragraph (2)(a) shall notify the debtor within fifteen days after doing so.

A secured party may deduct reasonable collection expenses

In this section

Subject to subsections (3) to (7), sections 36, 37 and 38, the Bankruptcy and Insolvency Act (Canada) and any other Act or rule of law requiring a secured party to give prior notice of the intention to enforce a security interest, if the debtor is in default under a security agreement,

Subject to subsection (7), a debtor may claim the following items of collateral to be exempt from seizure by a secured party:

A dependent may claim an item of collateral within paragraph (3)(a), (c) or (d) to be exempt from seizure but a claim may not be made by both a debtor and a dependent with respect to an item of the same kind.

If a claim for exemption is made under paragraph (3)(a) or (b) and the realizable value of the collateral for which the claim is made exceeds the maximum amount of the exemption specified in those paragraphs, the secured party may seize the collateral.

A secured party who seizes collateral in the circumstances referred to in subsection (5) shall dispose of it in accordance with section 59 and shall pay to the debtor an amount equivalent to the maximum amount of the exemption, whether or not the proceeds of the disposition exceed that maximum amount.

Paragraphs (3)(a) to (c) and subsections (4), (5) and (6) do not apply in relation to goods that are subject to a purchase money security interest held by the secured party against whom the claim to exemption is made.

In subsections (2), (7) and (15)

After seizing or repossessing the collateral, a secured party may dispose of it in its existing condition or after repair, processing or preparation for disposition.

The proceeds of the disposition of collateral shall be applied consecutively to

Any surplus proceeds of the disposition of collateral shall be dealt with in accordance with section 60.

Collateral may be disposed of

If the security agreement so provides, the payment for the collateral being disposed of may be deferred.

The secured party may delay disposition of the collateral in whole or in part.

Not less than twenty days before disposition of the collateral, the secured party shall give a notice to

A notice under subsection (8) shall contain

If a notice under subsection (8) is given to a person other than the debtor, it need not contain the information in paragraphs (9)(c), (g) and (h), and if the debtor is not entitled to reinstate the security agreement, the notice to the debtor need not contain the information in paragraphs (9)(c) and (g).

Not less than twenty days before the disposition of the collateral, a receiver shall give a notice to

A notice under subsection (11) shall contain

A notice under subsection (8) or (11) may be given in accordance with section 69 or, if it is to be given to a person who has registered a financing statement or a notice of judgment, by registered mail addressed to the address of that person that was registered as part of the financing statement or notice of judgment.

The secured party may purchase the collateral or any part of it but only at public sale, including public auction or closed tender, and only for a price that bears a reasonable relationship to the market value of the collateral.

If a secured party disposes of collateral to a purchaser for value and in good faith who takes possession of it, the purchaser acquires the collateral, whether or not the requirements of this section have been complied with by the secured party, free from

Subsection (15) does not affect the rights of a person with a security interest that is deemed by section 74 to be registered under this Act if the person has not been given a notice under this section.

A person who is liable to a secured party under a guarantee, endorsement, covenant, repurchase agreement or the like and who receives a transfer of collateral from the secured party or who is subrogated to the rights of the secured party has thereafter the rights and duties of the secured party, and the transfer of collateral is not a disposition of the collateral.

Notice under subsection (8) or (11) need not be given if

In this section

If a security agreement secures an indebtedness and the secured party has dealt with the collateral under section 57, or has disposed of it, the secured party shall account for any surplus and shall, subject to subsection (5) or the agreement otherwise of all interested persons, pay any surplus in the following order to

The priority of the claim of any person referred to in subsection (2) shall not be prejudiced by payment to anyone in accordance with that subsection.

Within thirty days after receipt of a written request for an accounting from a person referred to in subsection (2), the secured party shall give to that person a written accounting of

Where there is a question as to who is entitled to receive payment under subsection (2), the secured party may pay the surplus into the Court and the surplus shall not be paid out except on an application under section 67 by a person claiming an entitlement to it.

Unless otherwise agreed, or unless otherwise provided in this or any other Act, the debtor is liable to pay any deficiency to the secured party.

After default, the secured party may propose to take the collateral in satisfaction of the obligation secured by it and shall give notice of the proposal to

If the interest in the collateral of any person entitled to a notice under subsection (1) would be adversely affected by the secured party’s proposal, that person may give to the secured party a notice of objection within fifteen days after the notice under subsection (1) is given.

Subject to subsections (6) and (7), if a notice of objection is given under subsection (2), the secured party shall dispose of the collateral under section 59.

If no notice of objection is given under subsection (2), the secured party

A notice of a proposal under subsection (1) and a notice of objection under subsection (2) may be given in accordance with section 69 or, if the notice is to be given to a person who has registered a financing statement or a notice of judgment, by registered mail addressed to the address of that person that was registered as part of the financing statement or notice of judgment.

The secured party may require any person who has made an objection to the proposal to furnish proof of that person’s interest in the collateral and, unless the person furnishes the proof within ten days after the secured party’s request, the secured party may proceed as if no objection had been made by that person.

On application by a secured party, the Court may determine that an objection to the proposal of a secured party is ineffective because

If a secured party disposes of collateral to a purchaser for value and in good faith who takes possession of it, the purchaser acquires the collateral, whether or not the requirements of this section have been complied with by the secured party, free from

Subsection (8) does not affect the rights of a person with a security interest that is deemed by section 74 to be registered under this Act if the person has not been given a notice under subsection (1).

In subsection (2)

At any time before the secured party has disposed of the collateral or contracted for its disposition under section 59, or before the secured party is deemed to have irrevocably elected to retain the collateral under section 61, any person entitled to receive a notice of disposition under subsection 59(8) or (11) may redeem the collateral, unless that person has otherwise agreed in writing after default, by tendering fulfillment of the obligations secured by the security interest, together with a sum equal to the reasonable expenses referred to in paragraph 59(3)(a) to the extent that such expenses have actually been incurred by the secured party.

If more than one person elects to redeem under subsection (2), the priority of their rights to redeem is the same as the priority of their respective interests.

At any time before the secured party has disposed of the collateral or contracted for its disposition under section 59, or before the secured party is deemed to have irrevocably elected to retain the collateral under section 61, the debtor, other than a guarantor or indemnitor, may reinstate the security agreement, unless the debtor has otherwise agreed in writing after default, by

Unless otherwise agreed, the debtor is not entitled to reinstate a security agreement

In this section

On application by a debtor, a creditor of a debtor, a secured party, a sheriff or any person with an interest in the collateral, the Court may

A security agreement may provide for the appointment of a receiver and, except as provided in this or any other Act, may provide for the receiver’s rights and duties.

A receiver shall

The debtor, and if the debtor is a body corporate, a director of the debtor, or the authorized representative of any of them, may require the receiver, by a demand in writing delivered to the receiver, to make available for inspection the records referred to in paragraph (2)(d) during regular business hours at the office of the receiver specified in accordance with paragraph (2)(b).

The debtor, and if the debtor is a body corporate, a director of the debtor, a sheriff, a person with an interest in the collateral in the custody or control of the receiver, or the authorized representative of any of them, may require the receiver, by a demand in writing delivered to the receiver, to provide copies of the financial statements referred to in paragraph (2)(e) or the final report and final statements of the financial accounts referred to in paragraph (2)(g) or to make them available for inspection during regular business hours at the office of the receiver specified in accordance with paragraph (2)(b).

The receiver shall comply with a demand under subsection (3) or (4) within ten days after receipt of the demand.

The receiver may require the payment in advance of a fee in the amount prescribed for each demand, but the sheriff and the debtor, or if the debtor is a body corporate, a director of the debtor, are entitled to inspect or to receive a copy of the financial statements and final account without charge.

On application by an interested person, the Court may

The powers referred to in subsection (7) and in section 63 are in addition to any other powers the Court may exercise in its jurisdiction over receivers.

Unless the Court orders otherwise, a receiver is required to comply with sections 59 and 60 only when the receiver deals with or disposes of the collateral other than in the course of operating the business of a debtor.

The principles of the common law, equity and the law merchant, except insofar as they are inconsistent with the provisions of this Act, supplement this Act and continue to apply.

All rights and obligations arising under a security agreement, under this Act or under any other applicable law shall be exercised and discharged in good faith and in a commercially reasonable manner.

A person does not act in bad faith merely because the person acts with knowledge of the interest of some other person.

In this section

If a person fails, without reasonable excuse, to discharge any obligations imposed on the person by this Act, the person to whom the obligation is owed has a right to recover loss or damage that was reasonably foreseeable as liable to result from the failure.

If a secured party fails, without reasonable excuse, to comply with obligations

If a debtor or other person with an interest in land or collateral causes the registration of a notice referred to in subsection 49(12) or registers a financing statement referred to in subsection 50(5) without authority under those subsections and without reasonable excuse, the secured party referred to in those subsections shall be deemed to have suffered damages not less than the amount prescribed.

In an action for a deficiency, the debtor may raise as a defence the failure of the secured party to comply with obligations in section 17, 17.1, 18, 59 or 60, but non-compliance shall limit the right to the deficiency only to the extent that it has affected the debtor’s ability to protect the debtor’s interest in the collateral or has made the accurate determination of the deficiency impracticable.

If a secured party fails to comply with obligations in section 17, 17.1, 18, 59 or 60, the onus is on the secured party to show that the failure

Except as otherwise provided in this Act, a provision in a security agreement or any other agreement is void if it purports to exclude an obligation or an onus imposed by this Act or purports to limit the liability of or the amount of damages recoverable from a person who has failed to discharge an obligation imposed by this Act.

A verification statement under subsection 43(11) and a notice or a demand under this Act, other than a demand under section 18, may be given to

A notice or demand sent by registered mail shall be deemed to be given

If there is a conflict between a provision of this Act and a provision for the protection of consumers in any other Act, the provision of that Act prevails.

Except as otherwise provided in this or any other Act, if there is a conflict between a provision of this Act and a provision of any other Act other than an Act for the protection of consumers, the provision of this Act prevails.

The Lieutenant-Governor in Council may make regulations

A regulation made under subsection (1) may be made in respect of different persons, transactions, classes of persons or classes of transactions.

A power to make a regulation under this section includes the power to make regulations in respect of any interests or notices that are authorized under any Act, other than this Act, to be registered in the Registry and the registration of such interests or notices, and the provisions of this section shall be read, with the necessary modifications, to achieve this purpose.

A reference to the Assignment of Book Debts Act, the Bills of Sale Act, the Conditional Sales Act, the Corporation Securities Registration Act or the Forest Products Loans Act in any Act other than this Act, in any regulation other than a regulation under this Act or in any agreement or other writing that relates to a security interest shall be deemed to be a reference to this Act or to the corresponding provisions of this Act.

A reference to a bill of sale, chattel mortgage, conditional sales contract, fixed charge, floating charge, pledge or assignment of book debts or the like, or any derivative of those terms, or to any other agreement or transaction that creates or provides for a security interest in any Act other than this Act, in any regulation other than a regulation under this Act or in any agreement or other writing shall be deemed to be a reference to the corresponding kind of security agreement under this Act.

In this section and section 74

Except as otherwise provided, this Act applies

Sections 10 and 11 do not apply to a security agreement referred to in paragraph (2)(b).

The validity of a prior security interest is governed by prior law.

The order of priorities

Subject to subsection (3) and section 74, the order of priorities

Notwithstanding the commencement of this Act and the repeal of prior registration law, prior law shall be deemed to continue in force and registrations made under prior registration law shall remain searchable to the extent necessary to give effect to this section and section 74.

Except as otherwise provided in this section, a prior security interest that on the commencement of this Act is covered by an unexpired registration under prior registration law shall be deemed to have been registered and perfected under this Act as of the time of registration under prior registration law.

Subject to this Act, the registered and perfected status of a prior security interest referred to in subsection (1), other than a prior security interest referred to in subsection (3), continues only for the unexpired portion of the registration period but may be further continued by registration in accordance with this Act if the prior security interest could have been perfected by registration under this Act had the security interest attached after the commencement of this Act.

The registered and perfected status of a prior security interest that, on the commencement of this Act, is covered by an unexpired registration under the Corporation Securities Registration Act or the Forest Products Loans Act continues only for three years after the commencement of this Act but may be further continued by registration in accordance with this Act if the prior security interest could have been perfected by registration under this Act had the security interest attached after the commencement of this Act.

A prior security interest is covered by an unexpired registration under prior registration law within the meaning of subsections (1) to (3) only if the requirements of prior registration law were complied with and regardless of whether or not the requirements for perfection of the security interest under this Act would have been met had the registration been made under this Act.

A prior security interest that under prior law had the status of a perfected security interest without registration and without the secured party taking possession of the collateral shall be deemed to be perfected under this Act as of the time the security interest was created.

The perfected status of a prior security interest referred to in subsection (5) continues only for three years after the commencement of this Act but may be further continued by perfection in accordance with this Act if the prior security interest could have been perfected under this Act had the security interest attached after the commencement of this Act.

For the purposes of subsection (5), a prior security interest had the status of a perfected security interest under prior law if the secured party complied with the prior law relating to the creation and continuance of the security interest and the security interest had a status under prior law similar to that of an equivalent security interest created and perfected under this Act in relation to the interest of other secured parties, buyers, creditors of the debtor or a trustee in bankruptcy of the debtor.

A prior security interest in the form of an assignment of existing or future debts to which the Assignment of Book Debts Act did not apply shall be deemed to be perfected

The perfected status of a prior security interest referred to in subsection (8) continues only for three years after the commencement of this Act but may be continued by perfection in accordance with this Act if the prior security interest could have been perfected under this Act had the security interest attached after the commencement of this Act.

A prior security interest that, on the commencement of this Act, could have been but was not

A prior security interest that under this Act may be perfected by the secured party taking possession of the collateral shall be deemed to be perfected for the purposes of this Act when possession of the collateral is taken in accordance with section 24 whether or not possession was taken before or after the commencement of this Act and notwithstanding that under prior law the security interest could not have been perfected by taking possession of the collateral.

A prior security interest that, on the commencement of this Act, is covered by an unexpired registration under prior registration law but that has the status of a perfected security interest under this Act without registration or the secured party taking possession of the collateral, remains perfected under this Act.

A prior security interest that, on the commencement of this Act, could have been, but was not, covered by a registration under prior registration law but that, under this Act, may be perfected without registration or the secured party taking possession of the collateral, is perfected under this Act if all the requirements for perfection of a security interest under this Act are met.

If the perfection of a prior security interest that is deemed registered or perfected under this section is continued by registration under this Act,

The provisions of the Securities Transfer Act, including amendments made to this Act by section 109 of the Securities Transfer Act, do not affect an action or proceeding commenced before the commencement of this section.

No further action is required to continue perfection of a security interest in a security if

A security interest in a security remains perfected for a period of 4 months after the commencement of this section and continues to be perfected after that 4-month period where appropriate action to perfect the security interest under this Act is taken within that period, if

A financing statement or financing change statement may be registered within the 4-month period referred to in subsection (3) to continue that perfection, or after that 4-month period to perfect the security interest, if