If date that debt is incurred AND date that transfer is are “made” the same, then debt is NOT (AND, contemporaneous, antecedent thus, transfer is NOT preferential)… BUT, even if debt IS transfer is NOT antecedent, preferential … so long as both debt is incurred AND transfer is before “made” “bell” (“AAP”) in on all After-acquired property clause security agreement lien property owned or hereafter acquired” “now property that is subject to is constantly changing… AAP clause, lien as such, analysis of whether debt is (AND, whether transfer antecedent … is must proceed on item-by-item/transaction-by-transaction preferential) On June 1st, C makes loan to D, D executes (w/ security agreement is filed… then, on August 1st, rings… AAP clause), UCC-1 “bell” then, on August 15th, D acquires new property (additional collateral)… June 1st property (original property) is NOT debt preferential … incurred on June 1st AND transfer on June 1st effect” “made” AND perfected” on June 1st) “federally BUT, August 15th property (AAP) IS debt incurred preferential … on June 1st AND transfer on August 15th “made” 3 conditions (as per must occur before UCC § 9203(b)) which is when transfer effect”… thus, b/c D attachment, “takes did NOT acquire rights (as per in UCC § 9203(b)(2)) until August 15th, this is when transfer effect”… “takes AND, C is NOT perfected” until AND attachment … “federally thus, even though (i.e. step”… step” “perfection “perfection filing) occurred on June 1st, did NOT occur UCC-1 attachment until August 15th… thus, all in all, transfer is NOT D acquires rights … “made” (restated in § 547(e)(3)) As per D MAY acquire rights in property when § 547(e)(3)/UCC § 2501, property is shipped, NOT when property arrives (if agreed to by parties)… thus, if D’s was shipped on July 31st (BUT arrived on AAP … August 15th), then D (arguably) acquired rights to on July AAP
If date that debt is incurred AND date that transfer is “made” are the same, then debt is contemporaneous, NOT antecedent (AND, thus, transfer is NOT preferential)… … BUT, even if debt IS antecedent, transfer is NOT preferential so long as both debt is incurred AND transfer is “made” before “bell” After-acquired property (“AAP”) clause in security agreement lien on all property “now owned or hereafter acquired” AAP clause, property that is subject to lien is constantly changing… … as such, analysis of whether debt is antecedent (AND, whether transfer is preferential) must proceed on item-by-item/transaction-by-transaction On June 1st, C makes loan to D, D executes security agreement (w/ AAP clause), UCC-1 is filed… then, on August 1st, “bell” rings… then, on August 15th, D acquires new property (additional collateral)… … June 1st property (original property) is NOT preferential debt incurred on June 1st AND transfer “made” on June 1st effect” AND “federally perfected” on June 1st) … BUT, August 15th property (AAP) IS preferential debt incurred on June 1st AND transfer “made” on August 15th 3 conditions (as per UCC § 9203(b)) must occur before attachment, which is when transfer “takes effect”… thus, b/c D did NOT acquire rights (as per UCC § 9203(b)(2)) in until August 15th, this is when transfer “takes effect”… … AND, C is NOT “federally perfected” until attachment AND “perfection step”… thus, even though “perfection step” (i.e. UCC-1 filing) occurred on June 1st, attachment did NOT occur until August 15th… … thus, all in all, transfer is NOT “made” D acquires rights (restated in § 547(e)(3)) As per § 547(e)(3)/UCC § 2501, D MAY acquire rights in property when property is shipped, NOT when property arrives (if agreed to by parties)… … thus, if D’s AAP was shipped on July 31st (BUT arrived on August 15th), then D (arguably) acquired rights to AAP on July