Okla. Stat. tit. 12A § 1-9-301
Except as otherwise provided in Sections 1-9-303 through 1-9-306B of this title, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:
Okla. Stat. tit. 12A, § 1-9-301
Oklahoma Code Comment
Revised sections 9-301 through 9-307 along with 9-316 comprise a package of provisions regulating choice of law issues associated with secured transactions. These issues pertain to the occurrence or nonoccurrence of perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral in cases where the substantive law of more than one jurisdiction is potentially applicable. These eight sections do not purport to address any other choice of law issues associated with secured transactions, e.g., attachment, validity, characterization of the transaction, or enforcement. The latter issues are instead controlled by the normal choice of law rules stated in section 1-105 . Thus revised sections 9-301 through 9-307 and 9-316 should be viewed as exceptions to the rules in section 1-105 .
The eight revised sections in question replace and significantly reformulate the equivalent rules in former Oklahoma section 9-103.1 . The Official Comments to the eight sections detail the many aspects of this reformulation. The same comments, especially those to section 9-301 , also provide, in effect, a roadmap directing the reader to the points and paths of connection among these sections. The text of section 9-301 as amplified by Official Comments 4 and 5 thereto indicates that its paragraph (1) pronounces the general rule of this package of provisions while its other three paragraphs along with sections 9- 303 through 9-306 carve out a series of exceptions therefrom. Section 9-302 , while not referred to in section 9-301 , is a further exception, for perfection and priority of agricultural liens. The general rule in section 9-301(1) uses the test of the "debtor's location" to identify the jurisdiction whose substantive law controls issues of the ministerial act of perfection, the effect of perfection and priority. Section 9-307 contains key definitional data fleshing out the meaning of the concept of the "debtor's location." Section 9- 316 complements sections 9-301 through 9-307 by providing rules for the continued perfection of a security interest following a change in governing law.
While this package of revised provisions has dramatically simplified and clarified the choice of law rules in Article 9, the package is not without its own complexity and subtlety. For example, section 9-301 includes certain distinctions which are crucial to understanding the operation of not only the general rule in section 9-307(1) , but also the series of exceptions either expressed or referred to in its remaining paragraphs. The first such distinction is that between nonpossessory and possessory security interests. As noted, section 9-301(1) adopts the principal test of the "debtor's location." Although this concept played a role in former Oklahoma section 9-103.1 (see e.g., old Oklahoma section 9-103.1(3) ) , that rule is greatly expanded under revised Article 9. Thus in revised section 9-301(1) the "debtor's location" determines the law governing the act of perfection, the effect of perfection, and the priority of most security interests that are nonpossessory (i.e., perfected via filing, control or automatically). In contrast, according to section 9-301(2) , if a security interest is perfected by possession, then the alternative rule calling for application of the law of the "location of the collateral" is applicable as under old Article 9. So while the "situs" rule played a more prominent role under former Article 9 (see e.g., old section 9- 103.1(1)) than it does under revised Article 9, it lives on in revised Article 9 for some purposes.
Nevertheless, even where the security interest is nonpossessory and the general rule of section 9-301(1) applies, the principal test of the "debtor's location" will not in every case control all of the events of the act of perfection, the effect of perfection or nonperfection and priority under the revision. That is to say, in specific exceptional instances the principal test will apply only with respect to a part of these events while the alternative "situs of the collateral" test will simultaneously apply with respect to the remaining events. These exceptional instances bring into play a second key distinction in section 9-301 , which is revealed by a careful comparison of the language in its paragraphs (1) and (3). This distinction is between the act of perfection on the one hand and the effect of perfection or nonperfection and priority on the other. Accordingly, in the exceptional cases delineated in section 9- 301(3)(A), (B) and (C) the alternative "situs or the collateral" rule always governs perfection in the two limited situations of fixtures and timber to be cut, plus the effect of perfection or nonperfection and priority of nonpossessory security interests in negotiable documents, goods, instruments, money or tangible chattel paper, whereas the principal "location of the debtor" rule governs issues relating to the act of perfection in all other situations.
Why did the drafters choose this bifurcated approach for the exceptions in 9- 301(3)? The explanations are spelled out in Official Comments 5 and 7 to section 9-301 , and share a common policy. In each of the section 9-301(3) exceptions the collateral and debtor are located in separate jurisdictions. Applying the "location of the debtor" principal rule under such circumstances would have the undesirable effect of allowing the law of the jurisdiction where the debtor is located to determine questions relating to the effect of perfection and nonperfection and priority (as well as the act of perfection in the real estate-related situations of fixtures and timber to be cut) of security interests in negotiable documents, goods, instruments, money or tangible chattel paper located in another jurisdiction. The risk of a conflict with other local law in the state where the collateral is located is too great. Moreover, such other laws may be implicated in an effort to enforce the security interest, which necessarily must be pursuant to the law of the situs. Therefore, it was essential to carve out exceptions to the general "location of the debtor" rule in section 9-301(1) , to provide exceptions at section 9-301(3) where the law of the situs of the collateral will apply instead.
Finally, for a similar policy reason section 9-301(4) uses the alternative "situs of collateral" rule exclusively with respect to all three of the aforementioned events where the collateral is an "as extracted" natural resource.