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Q. What are the rules for manufactured homes vs. competing real estate claims under Revised Article 9?

A. Revised Article 9 contains a new rule giving to a secured party with a security interest in a manufactured home priority over a conflicting interest of an encumbrancer or owner of the real estate if the security interest in the manufactured home was perfected in a manufactured home transaction under an applicable certificate of title statute. N.D.C.C. § 41-09-54(5)(d). A "manufactured-home transaction" is a secured transaction which creates a purchase-money security interest in a manufactured home (other than a manufactured home held as inventory), or in which a manufactured home is the primary collateral.

Q. Can we make an Addendum to a Security Agreement if we want to add something after the document has been executed?

A. Yes. Label or title the document as such, make sure that there are signature lines for the debtor(s), and make sure the Addendum is signed.

Q. How do we describe uncertificated securities collateral in the security agreement?

A. Use a detailed description naming the company, such as "All shares of common and preferred stock of Dakota Antelope Company now owned and hereafter acquired." If only some of a debtor's shares of stock are pledged as collateral rather than all of them, you'll have to specifically identify the number of shares in the security agreement.

     The debtor's name on the financing statement is important. The filing officer uses debtor's names to compose the index, and lien searchers use the index to search for a filing under the debtor's name. If the name is wrong, the index may be wrong and searcher is misled. The debtor's name can be wrong for a variety of reasons: a debtor's trade name might be used instead of the actual name of the individual, partnership or corporation; the debtor's actual name might be misspelled or otherwise improperly reproduced in a number of ways. "Vaughan" may be misspelled "Vaghan," "Inc." may be left off the corporate name, or the filing officer may not be able to tell whether "Peter" or "Christian" is the debtor's last name. N.D.C.C. § 41-09-74 specifies the proper form for a debtor's name:

     1. A financing statement sufficiently provides the name of the debtor:
     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; * * *

     d. in other cases:

         (1) if the debtor has a name, only if it provides the individual or organizational name of the debtor; and

         (2) if the debtor does not have a name, only if it provides the names of the partners, members, associates, or other persons comprising the debtor.

     2. A financing statement that provides the name of the debtor in accordance with subsection 1 is not rendered ineffective by the absence of:
     a. A trade name or other name of the debtor; or
     b. Unless required under paragraph 2 of subdivision d of subsection 1, names of partners, members, associates, or other persons comprising the debtor.

     3. A financing statement that provides only the debtor's trade name does not sufficiently provide the name of the debtor.

     4. Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.

     5. A financing statement may provide the name of more than one debtor and the name of more than one secured party.

     N.D.C.C. § 41-09-74(3) appears to ban trade names (N.D.C.C. § 41-09-77 would save filings in trade names if a search in the correct name turns up trade name filings -- but this will happen only if the search logic is sophisticated enough, and it is not likely to happen often). N.D.C.C. § 41-09-74(4) somewhat calms the lawyers' fear that the name of the lead creditor in a loan participation arrangement might not be adequate as the "name of the secured party." Subsection 2 makes it clear that certain additional information such as "the trade name or other name of the party" is not necessary - however, we see no harm in including it because it puts the world of searchers on notice of exactly what you are claiming.