Did you know that the super-priority of a purchase money security interest (PMSI) in accounts can be easily lost?

A supplier of inventory to a retailer on title retention terms has a PMSI in the inventory giving it a super-priority over other security interests. Under the PPSA, this PMSI automatically extends to proceeds such as the account arising from the sale of inventory. This gives the supplier the same super-priority over that account. This is a favourable security position for the supplier.

But! Under s 64, if another secured party subsequently takes a direct security interest in that account, the supplier's super-priority is jeopardised merely by the subsequent secured party giving 15 business days notice of its interest. A supply contract should be drafted to contemplate this situation. The supplier would also need to take steps to protect its security position from the operation of s 64 during the 15 business day window. If it does not, its super priority will be trumped by the subsequent security interest.