Okla. Stat. tit. 12A § 1-9-318
Okla. Stat. tit. 12A, § 1-9-318
Oklahoma Code Comment
Even though a transaction may be subject to Article 9 for some purposes, it may not be a secured transaction for all purposes. Section 9-318 makes clear that a sale of accounts operates to divest the seller of all of the seller's interest even though the transaction may be treated as a "secured transaction" for certain purposes under revised section 9-109(a)(3) . This rejects the holding in Octagon Gas Systems, Inc. v Rimmer, 995 F.2d 948 (10th Cir. 1993) that the seller of an account retains an interest in the account sold. In that case, the court held that because a sale of accounts was subject to Article 9, it was a secured transaction for all purposes. This was incorrect under old Article 9 and revised section 9-318 makes this clear. See generally Thomas E. Plank, When a Sale of Accounts is Not a Sale: A Critique of Octagon Gas, 48 Consumer Fin. L.Q. Rep. 45 (1994). The Octagon rationale transformed the absolute sale into a transaction where the seller retained an interest in the account based on the definition of "security interest" at section 1-201(37) . This could lead to the result that the seller's trustee in bankruptcy is able to defeat the buyer based on the seller's retained interest. The Octagon rationale was firmly rejected in Oklahoma prior to the Article 9 revisions, by a non-uniform amendment at old § 9-102(4). This rejection of Octagon is now reaffirmed in Oklahoma and the Uniform Text of revised Article 9 at section 9- 318 . See also revised section 9-203(b)(2) (debtor must have rights in the collateral or the power to transfer such).