The Court of Appeals held that John Deere's purchase money security interest in certain farm equipment did not attach and therefore was not perfected until over twenty days after Sam Ritter, the debtor, took possession of the equipment. 179 Mich. App. 580; 446 N.W.2d 340 (1989). Thus, since John Deere's perfected security interest failed to qualify for special priority status under MCL 440.9312(5); MSA 19.9312(5), the Court of Appeals held NBD'S security interest in the same collateral by virtue of its "after-acquired property" clause had priority.
John Deere also argues that the 20-day perfection period can only start after John Deere has signed the loan contract-security agreement because, until then, Michaels is not a "debtor" of John Deere and the farm equipment is not "collateral." That argument was also raised in NBD-Sandusky Bank v. Ritter, 179 Mich. App. 580, 446 N.W.2d 340 (1989), reversed on other grounds 437 Mich. 354, 471 N.W.2d 340 (1991), and in North Platte State Bank v. Production Credit Association of North Platte, 189 Neb. 44, 200 N.W.2d 1 (1972), but was rejected by both courts. The words "debtor" and "collateral" as used in § 409.312(4) are words of identification only. Louis W. Payne, Uniform Commercial Code — Protection for the Purchase Money Secured Party Under § 9-312, 49 N.C.L.Rev. 849, 853 (1971).
Such a rule would inject too much uncertainty into commercial transactions. "The Code's general purpose is to create a precise guide for commercial transactions under which businessmen may predict with confidence the results of their dealings." NBD-Sandusky Bank v. Ritter, 179 Mich. App. 580, 446 N.W.2d 340, 341-42 (1989), quoting In re Automated Bookbinding Services, Inc., 471 F.2d 546, 552 (4th Cir. 1972). Under the Rainsdons' view, a seller could delay indefinitely the filing of a financing statement showing his security interest in cattle in possession of the buyer, awaiting such time as the buyer made a final selection of the last animal.