## Facts

- DZ Bank AG Deutsche Zentral-Genossenschaftsbank (DZ Bank) held a security interest in certain collateral.
- DZ Bank perfected its security interest in Washington by filing a financing statement.
- Connect Insurance Agency, Inc. (Connect) purchased some of the collateral in Washington.
- After the purchase, Connect moved some of the collateral to Texas and some to Florida.
- DZ Bank did not file financing statements in Texas or Florida.
- In litigation between DZ Bank and Connect, Connect argued that DZ Bank’s Washington filing did not preserve a perfected security interest against Connect once the collateral was relocated to Texas and Florida.
- The parties’ dispute required the court to apply Washington’s enactment of UCC Article 9 provisions governing choice of law and continued perfection when collateral (and/or the relevant Article 9 “location” rules) implicates more than one state.
- Because Washington courts had not interpreted the relevant UCC provision(s), the federal district court relied heavily on UCC commentary and decisions from other jurisdictions interpreting materially similar text.

## Issues

1. Under Washington’s UCC Article 9, does a security interest perfected by filing in Washington remain perfected, and with what effect, when collateral is purchased in Washington and then moved to Texas and Florida without any refiling in those states?
2. If perfection does not continue (or later lapses), what is the effect on priority between the secured party and the purchaser/possessor of the collateral in the destination states?

## Decision

- The court treated the dispute as turning on Washington’s Article 9 choice-of-law and continued-perfection rules and resolved the question on a pretrial dispositive motion.
- Applying Washington’s version of UCC Article 9, the court held that a Washington filing does not necessarily provide indefinite perfection against third parties once the transaction implicates another jurisdiction’s filing system; continued effectiveness depends on Article 9’s continued-perfection framework.
- The court relied on the UCC’s official commentary and out-of-state authority to interpret the Washington statute in the absence of Washington precedent.
- On the facts presented, and because DZ Bank did not file in Texas or Florida, the court determined the consequences—under the applicable continued-perfection rules—for DZ Bank’s perfected status and priority as against Connect’s possessory/purchaser position in the relocated collateral.

## Legal Principles

- Under UCC Article 9, the law governing perfection and the effect of perfection (including priority consequences) is set by statutory choice-of-law rules rather than by a free-form “most significant relationship” analysis.
- Article 9 provides for continued perfection in multi-state settings in defined circumstances and for defined time periods; maintaining perfection beyond those limits may require timely action (such as filing) in the new jurisdiction.
- If a security interest becomes unperfected due to failure to take required steps after a jurisdictional change, Article 9 can treat the interest as unperfected against certain purchasers and other third parties, affecting priority.
- Where a state’s courts have not yet interpreted a uniform UCC provision, courts commonly consult the UCC’s official comments, leading treatises, and persuasive decisions from other jurisdictions applying the same or closely similar statutory language.

## Conclusion

DZ Bank AG Deutsche Zentral-Genossenschaftsbank v. Connect Insurance Agency, Inc. addresses whether and to what extent a Washington-filed financing statement preserved DZ Bank’s perfected security interest after Connect purchased collateral in Washington and moved it to Texas and Florida without any refiling there; applying Washington’s UCC Article 9 and persuasive uniform-law materials, the court determined the resulting perfection and priority consequences as between DZ Bank and Connect.


DZ Bank AG Deutsche Zentral-Genossenschaftsbank v. Connect Insurance Agency, Inc., 2016 WL 631574 (2016)