Florida/Georgia Personal Injury & Workers Compensation

...of the debtor, (2) the name of the secured party, and (3) the collateral covered. Fla. Stat. § 679.5021(1). Financing statements are indexed by debtor name; the debtor's name is the essential element to locating the financing statement. Fla. Stat. § 679.5031 cmt....

...A search under a debtor's name displays an alphabetical name list with twenty (20) entries and the exact or nearest match at the top of the Search Results screen. The commands "Previous" and "Next" appear on the results screen and direct a searcher to utilize the buttons to view "additional search results." Section 679.5031 of the Florida Statutes sets forth the specific rules on how to sufficiently provide a debtor's name....

...For a debtor corporation this requirement is satisfied "only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized." Fla. Stat. § 679.5031(1)(a). Although the Florida statute requires that the debtor's name be precise, Florida law contains a safe harbor provision: A financing statement substantially complying with the requirements [of Section 679.5031] is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading....

...NOTES [1] On October 1, 2001, Florida privatized its UCC filing office and designated the Florida Secured Transaction Registry as the office in which to file a financing statement to perfect a security interest. Fla. Stat.§ 679.5011. [2] Fla. Stat. § 679.5031 [3] Fla....

...rs or omissions, unless the errors or omissions make the financing statement seriously misleading. (2) Except as otherwise provided in subsection (3), a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1) is seriously misleading....

...(3) If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1), the name provided does not make the financing statement seriously misleading....

...is a registered organization, only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized. (Emphasis supplied.) Fla. Stat. § 679.5031(1)(a)....

...rors or omissions make the financing statement seriously misleading. (2) Except as otherwise provided in subsection (3), a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1) is seriously misleading. (3) If a search of the records of the filing office under the debtor's correct name, using the filing office's standard search logic, if any, would disclose a financ- ing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1), the name provided does not make the financing state- ment seriously misleading. As explained by the Florida Supreme Court, the “first sub- section states that a financing statement may contain minor errors or omis...

...Section 679.5061(2) “creates a zero- USCA11 Case: 21-11742 Date Filed: 09/29/2022 Page: 7 of 12 21-11742 Opinion of the Court 7 tolerance rule, under which a financing statement that fails to name the debtor as directed in [Florida Statute § 679.5031(1)] is ‘seriously misleading.’” 2 Id....

...As we explained before, “Live Oak’s financing statements do not appear on the initial page of twenty names generated by a Registry search using Beach Boule- vard’s correct legal name,” but “they do appear on an immediately preceding page.” 1944 Beach I, 20 F.4th at 754. Beach Boulevard 2 Section 679.5031(1) specifies how to correctly name a debtor that is a regis- tered organization: [a] financing statement sufficiently provides the name of the debtor ....

...public organic record most recently filed with or enacted by the registered organization's jurisdiction of organization that purports to state, amend, or restate the registered organiza- tion's name 1944 Beach II, 2022 WL 3650803, at *3 (quoting § 679.5031(1)(a)). USCA11 Case: 21-11742 Date Filed: 09/29/2022 Page: 8 of 12 8 Opinion of the Court 21-11742 contends that “the initial page of twenty names is both the begin- ning and the...

...that filers are left with the zero-tolerance rule of section 679.5061(2).” Id. Because the zero-tolerance rule applies “until the Registry employs a standard search logic, . . . any financing state- ment that fails to correctly name the debtor as required by section 679.5031(1) is ‘seriously misleading’ and therefore ineffective.” Id. The Florida Supreme Court’s answer to the threshold ques- tion it identified resolves this appeal....

...ization filed with the Florida Secretary of State. 1944 Beach I, 20 F.4th at 750. Under section 679.5061(2), Live Oak’s financing state- ments are “seriously misleading” because they “fail[] sufficiently to provide the name of the debtor in accordance with [section] 679.5031(1),” and are therefore ineffective to perfect a security in- terest in Beach Boulevard’s assets under Florida law....

...or: (a) If the debtor is a registered organization, only if the financing statement provides the name of the debtor indicated on the public record of the debtor's jurisdiction of organization which shows the debtor to have been organized; Fla. Stat. § 679.5031; N.Y.U.C.C....

.../2021 Page: 9 of 22 21-11742 Opinion of the Court 9 is stated to be the registered organization’s name on the public or- ganic record most recently filed with [the Florida Department of State].” Id. § 679.5031(1)(a) (emphasis added)....

...ors or omissions make the financing statement seriously misleading. (2) Except as otherwise provided in subsection (3), a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1) is seriously misleading. (3) If a search of the records of the filing office under the debtor’s correct name, using the filing office’s standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with s. 679.5031(1), the name provided does not make the financing statement seriously misleading. -8- § 679.5061(1)-(3).1 The first subsection states that a financing statement may contain minor er...

...”). For financing statements that fail to correctly name the debtor, section 679.5061(2), does two things. First, the subsection creates a zero-tolerance rule, under which a financing statement that fails to name the debtor as directed in section 679.5031(1), Florida 1. The only other provision of section 679.5061 is subsection (4), which addresses a situation not at issue here. -9- Statutes (2021), is “seriously misleading” and therefore ineffective. § 679.5061(2). Section 679.5031(1)(a), Florida Statutes (2021), specifies how to correctly name a debtor where, as in this case, “the debtor is a registered organization” as follows: “[a] financing statement sufficiently provides the name of the debtor ....

...contemplated by section 679.5061(3) is impossible, which means that filers are left with the zero-tolerance rule of section 679.5061(2). - 14 -  This interpretation is further bolstered by reading section 679.5061(2)-(3) together with section 679.5031(1), which plainly places the burden to correctly name the debtor on the filer of a financing statement....

...how minor—unless and until the Registry implements a “standard search logic” necessary to determine whether the safe harbor applies, we faithfully adhere to the text of section 679.5061(2)-(3), keep the burden on the filer consistent with section 679.5031(1), and avoid imposing requirements on the searcher that are not specified in the statute. CONCLUSION The Eleventh Circuit’s certified questions ask us to define the scope of the search require...

...it unnecessary to reach the certified questions. Unless and until the Registry employs a standard search logic, under the zero-tolerance rule of section 679.5061(2), any financing statement that fails to correctly name the debtor as required by section 679.5031(1) is “seriously misleading” and therefore ineffective....

...“The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.” § 679.1031(4). The Bank correctly points out that the Consignor’s financing statement is ineffective because it provided only the Retailer’s trade name. See § 679.5031(l)(a), (3)....