Okla. Stat. tit. 12A § 1-9-506
Okla. Stat. tit. 12A, § 1-9-506
Oklahoma Code Comment
Former section 9-402(8) permitted minor errors or omissions in financing statements so long as the errors or omissions did not make the financing statement seriously misleading. Revised Article 9 provides further detail as to what constitutes "seriously misleading" or "not seriously misleading" aspects of a financing statement.
Former section 9-402(8) rejected the reasoning in pre-code cases like General Motors Acceptance Corporation v. Haley, 329 Mass. 559, 109 N.E. 2d 143 (1952), wherein truly minor errors such as variances between "Inc.," "Co." and "Company," and other trivial inaccuracies rendered the financing statement invalid. In In re Otasco, Inc. (Wheels, Inc. v. Otasco, Inc.) 111 B.R. 976 (Bankr. v. N.D. Okla. 1990), the court applied old section 9-402(8) to determine whether intentional deviations from accuracy, such as a deliberate misrepresentation of the true nature of the transaction, would be saved as "errors" deserving of the protection of section 9-402(8) . Otasco determined that intentional deviations are not "errors" and are therefore not excused. In Mather v. Northfield Freezing Systems, 202 B.R. 784 (1996), 33 U.C.C. Rep. Serv. 2d 1242, the court questioned the interpretation of section 9-402(8) in Otasco. In Mather the court used section 9-402(8) to correct "minor errors" because the correct type of document (i.e., a financing statement) was actually filed naming both appropriate parties and correctly designating them as "debtor" and "secured party" respectively, thus satisfying the requirements of section 9-408 . Mather's view of section 9-402(8) would permit minor errors, unintentional or otherwise, that are not seriously misleading so long as those errors would not jeopardize the requirements of that information required by Article 9. Mather is affirmed by revised Article 9.
Under new Article 9, errors or omissions will be "seriously misleading" only if the financing statement fails sufficiently to provide the name of the debtor-- i.e., the record would not be discoverable using the Oklahoma UCC Central Filing Office standard search logic and the debtor's correct name. It is advisable to search the UCC Central Filing Office Administrative Rules to confirm methodology.
Prior to the enactment of revised Article 9, it was the practice of the Filing Office to reject Initial UCC-1 and UCC-3 Financing Statements, which: (1) appeared to be incomplete in their preparation, or (2) failed to restate the unamended text in the UCC-3 Financing Statement as originally submitted by the secured party. This form of Filing Office review offered some limited assurance to the secured party that errors or omissions might be corrected before acceptance and filing by the Filing Office. However, under revised section 9- 516(b) , the Oklahoma UCC Central Filing Office is required to follow fairly narrow parameters for reviewing and rejecting Financing Statements submitted for filing. The required contents of financing statements are set forth in section 9-502 and the sufficiency of the debtor's and secured party's names is set forth at section 9-503 . The Oklahoma UCC Central Filing Office will not reject Financing Statements for misspellings, erroneous information, incorrect debtor and secured party names, extraneous information, insufficient information, insufficient or inaccurate collateral information, etc. This modification in Oklahoma UCC Central Filing Office procedures may increase the chances that financing statements previously rejected for filing will be accepted and filed by the Oklahoma UCC Central Filing Office under revised Article 9. The price for this curtailment of filing office discretion, which otherwise could be arbitrary, will be the need for greater secured party care in meeting the standards at revised sections 9-516(b) and 9-521 .
Thus, sections 9-502 and 9-520(c) mean that filed financing statements will be effective for perfection, despite such errors, omissions, or insufficiencies, so long as the debtor's name is correct under section 9-503 or is not seriously misleading under section 9-506 . However, the secured party whose financing statement does not meet the tests of sections 9-516 and 9-521 runs a risk that the financing statement will be rejected under section 9-502(a) , or subordinated to a reliance party under section 9-338, or that needed notices will not be received (e.g., under sections 9-513 or 9-518 if the name of the secured party of record is not correct).