The correct legal name of Beach Boulevard is “1944 Beach Boulevard, LLC” per the articles of organization on file with the Florida Secretary of State. The loans remained unpaid as of December 5, 2019, the day that Beach Boulevard and its affiliates filed Chapter 11 bankruptcy petitions. Live Oak filed two UCC-1 financing statements with the Florida Secured Transaction Registry (the “ Registry”) each of which had listed the name of Beach Boulevard as “1944 Beach Blvd., LLC”. Beach Boulevard is limited liability company organized in Florida. Live Oak Banking Company (“ Live Oak”) made two loans to 1944 Beach Boulevard, LLC (“ Beach Boulevard”) and its affiliates, secured by all of the personal property assets of Beach Boulevard and its affiliates. The relevant facts of In Re NRP Lease Holdings, LLC, 2021 Westlaw 5865378 (11 th Cir. The most recent dispute made it all the way to the US Court of Appeals for the 11 th Circuit. Yet more than twenty years on, litigation arising from this fairly simple rule continues. A minor error in the identification of the Debtor on the financing statement could lead to catastrophic results for the Secured Creditor.
For Debtors such as corporations, limited liability companies and other entities that are created by filing documents with a state governmental office, obtaining the correct legal name is easy request the state governmental office to provide a certified copy of the creation documents and all other filed amendments and use the most recent name contained in those certified documents. It’s been more than twenty years since a revision to Article 9 placed the burden on the lender (the “ Secured Party” in Article 9 parlance) to correctly identify the legal name of the party granting the security interest (the “ Debtor”) on financing statements, the publicly filed document that provides notice to the world that the Secured Party has obtained a security interest in the personal property of the Debtor identified in the financing statement. The basic premise of Article 9 is that if the lender follows the rules, it should be protected against third parties, including other creditors or a bankruptcy trustee, who would seek to challenge the lender’s security interest or the priority of the security interest.
FLORIDA SECURED TRANSACTION REGISTRY SEARCH PLUS
Article 9 of the Uniform Commercial Code, adopted in all fifty states plus the District of Columbia with relatively few variations, sets out, among other things, the rules to be followed when obtaining a security interest in personal property collateral to secure a loan.
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