Personal Property Security Act

(1) In this Act,

"accessions" means goods that are installed in or affixed to other goods; (accessions)

"account"

"advance" means the payment of money, the provision of credit or the giving of value and includes any liability of the debtor to pay interest, credit costs or other charges or costs payable by the debtor in connection with an advance or the enforcement of a security interest securing an advance; (avance)

"broker" means a broker as defined in the Securities Transfer Act; (courtier)

"building" means a structure, erection, mine or work built, constructed or opened on or in land; (construction)

"building materials" means materials that are incorporated into a building and includes goods attached to a building so that their removal

but does not include

"certificated security" means a certificated security as defined in the Securities Transfer Act; (valeur mobilière avec certificat)

"chattel paper" means one or more writings that evidence both a monetary obligation and a security interest in or lease of specific goods or specific goods and accessions; (acte mobilier)

"clearing house" means an organization through which trades in options or standardized futures are cleared; (chambre de compensation)

"clearing house option" means an option, other than an option on futures, issued by a clearing house to its participants; (option de chambre de compensation)

"collateral" means personal property that is subject to a security interest; (biens grevés)

"commercial consignment" means a consignment under which goods are delivered for sale, lease or other disposition to a consignee, who in the ordinary course of the business of the consignee deals in goods of that description, by a consignor who,

but does not include an agreement under which goods are delivered

"consumer goods" means goods that are used or acquired for use primarily for personal, family or household purposes; (biens de consommation)

"creditor" includes an assignee for the benefit of creditors, an executor, an administrator or a committee of a creditor; (créancier) "crops" means crops, whether matured or otherwise, and whether naturally grown or planted, attached to land by roots or forming part of trees or plants attached to land, and includes trees only if they are

"debtor" means

"default" means

"document of title" means a writing issued by or addressed to a bailee

"entitlement holder" means an entitlement holder as defined in the Securities Transfer Act; (titulaire du droit)

"entitlement order" means an entitlement order as defined in the Securities Transfer Act; (ordre relatif à un droit)

"equipment" means goods that are held by a debtor other than as inventory or consumer goods; (matériel)

"financial asset" means a financial asset as defined in the Securities Transfer Act; (actif financier)

"financial institution" means a bank, a trust company and a credit union; (établissement financier)

"financing change statement" means

"financing statement" means

"fixture" does not include building materials; (accessoire fixe)

"foreign registered ship" means a self-propelled sea- going vessel used in international seaborne trade for the transport of goods, passengers or both that is 20 or more gross registered tons, and that is registered, other than as a bareboat charter, in the name of the owner, but does not include a vessel registered under the Canada Shipping Act; (navire étranger immatriculé)

"future advance" means an advance, whether or not made pursuant to an obligation, and includes reasonable costs incurred and expenditures made for the protection, maintenance, preservation or repair of collateral; (avance future)

"futures account" means an account maintained by a futures intermediary in which a futures contract is carried for a futures customer; (compte de contrats à terme)

"futures contract" means a standardized future or an option on futures, other than a clearing house option, that is

"futures customer" means a person for which a futures intermediary carries a futures contract on its books; (client de contrats à terme)

"futures exchange" means an association or organization operated to provide the facilities necessary for the trading of standardized futures or options on futures; (Bourse de contrats à terme)

"futures intermediary" means a person that

"goods" means tangible personal property, fixtures, crops and the unborn young of animals but does not include chattel paper, a document of title, an instrument, investment property, money, trees other than crops until the trees are severed or petroleum, gas or minerals until they are extracted; (objets)

"instrument" means

but does not include

"intangible" means personal property other than goods, chattel paper, a document of title, an instrument, money or investment property and includes a licence; (bien meuble incorporel)

"inventory" means goods that are

"investment property" means a security, whether certificated or uncertificated, security entitlement, securities account, futures contract or futures account; (bien de placement)

"land titles office" means a land titles office established under the Land Titles Act; (bureau des titres de biens-fonds)

"lease for a term of more than one year" includes

but does not include

"licence" means a right, whether or not exclusive, that is transferable by the grantee with or without restriction or the consent of the grantor

"money" means a medium of exchange authorized by or under an Act of the Parliament of Canada or authorized or adopted by a foreign government as part of its currency; (argent)

"new value" means value other than an antecedent debt or antecedent liability; (nouvelle prestation)

"obligation secured by a security interest" means, when determining the amount payable under a lease that secures payment or performance of an obligation,

less any amount paid before the determination; (obligation garantie par une sûreté)

"option" means an agreement that provides the holder with the right, but not the obligation, to do one or more of the following on terms or at a price established by or determinable by reference to the agreement at or by a time established by the agreement:

"option on futures" means an option the underlying interest of which is a standardized future; (option sur contrat à terme)

"pawnbroker" means a person who engages in the business of granting credit to individuals for personal, family or household purposes and who

"personal property" means goods, chattel paper, a document of title, an instrument, money, investment property or an intangible; (bien meuble) "prior security interest" means an interest that is created, reserved or provided for by a valid security agreement or other transaction made before the coming into force of this Act on May 7, 2001 and that is a security interest within the meaning of this Act and to which this Act would have applied if it had been in force at the time the security agreement or other transaction was entered into; (sûreté antérieure)

"proceeds" means

but does not include an animal merely because it is the offspring of an animal that is collateral; (produit)

"purchase" means acquiring by sale, lease, discount, assignment, negotiation, mortgage, pledge, lien, issue, reissue, gift or any other consensual transaction creating an interest in personal property; (achat)

"purchase money security interest" means

but does not include a transaction of sale and lease back to the seller and, for the purposes of this clause, "purchase price" and "value" include credit charges or interest payable in respect of the purchase or a loan given to enable the debtor to acquire rights in the collateral; (sûreté en garantie du prix d’acquisition)

"receiver" includes a receiver-manager; (séquestre)

"Registrar", except in section 49, means the Registrar of the Personal Property Registry appointed under section 42; (registrateur)

"Registry" means the Personal Property Registry established under section 42; (réseau d’enregistrement)

"secured party" means

"securities account" means a securities account as defined in the Securities Transfer Act; (compte de titres)

"securities intermediary" means a securities intermediary as defined in the Securities Transfer Act; (intermédiaire en valeurs mobilières)

"security" means a security as defined in the Securities Transfer Act; (valeur mobilière)

"security agreement" means an agreement that creates or provides for a security interest and, if the context permits, includes

"security certificate" means a security certificate as defined in the Securities Transfer Act; (certificat de valeur mobilière)

"security entitlement" means a security entitlement as defined in the Securities Transfer Act; (droit intermédié) "security interest" means

"security with a clearing agency" means a security

"Sheriff" means the Sheriff appointed under the Judicature Act and includes a deputy Sheriff and a Sheriff’s bailiff; (shérif)

"specific goods" means goods identified and agreed on at the time a security agreement in respect of those goods is made; (objets déterminés)

"standardized future" means an agreement traded on a futures exchange pursuant to standardized conditions contained in the bylaws, rules or regulations of the futures exchange, and cleared and settled by a clearing house, to do one or more of the following at a price established by or determinable by reference to the agreement:

"trust indenture" means a deed, indenture or document, however designated, by the terms of which a person issues or guarantees or provides for the issue or guarantee of debt obligations secured by a security interest and in which another person is appointed as trustee for the holders of the debt obligations issued, guaranteed or provided for under the deed, indenture or document; (acte de fiducie)

"uncertificated security" means an uncertificated security as defined in the Securities Transfer Act; (valeur mobilière sans certificat)

"value" means any consideration sufficient to support a simple contract and includes an antecedent debt or antecedent liability. (prestation)

(1.1) For the purposes of this Act,

(2) For the purposes of this Act,

(3) A lease referred to in paragraph (b) in the definition "lease for a term of more than one year" does not become a lease for a term of more than one year until the lessee’s possession extends for more than one year.

(4) Unless otherwise provided in this Act, goods are "consumer goods", "inventory" or "equipment" if at the time the security interest in the goods attaches they are "consumer goods" "inventory" or "equipment", as the case may be.

(5) Proceeds are traceable whether or not a fiduciary relationship exists between the person who has a security interest in the proceeds as provided in section 28 and the person who has rights in or has dealt with the proceeds. SNWT 1999,c.5,Sch.C, s.1(1)(a),(2); SNWT 2003,c.5,Sch.G,s.1; SNWT 2006,c.23,s.9; SNWT 2009,c.12,s.15(2); SNWT 2009,c.14,s.107(2); SNWT 2012, c.18,s.14(2).

(6) Repealed, SNWT 2009,c.14,s.107(2).

(1) Subject to section 3, this Act applies

(2) Subject to sections 3 and 55, this Act applies to a transfer of an account or chattel paper, a lease for a term of more than one year and a commercial consignment that does not secure payment or performance of an obligation.

(1) Subject to sections 6 and 7, the validity of

is governed by the law of the jurisdiction where the collateral is situated when the security interest attaches.

(1.1) Except as otherwise provided in sections 6 and 7, while the collateral is situated in a jurisdiction, perfection, the effect of perfection or non-perfection, and the priority of a security interest described in subsection (1), shall be governed by the law of that jurisdiction.

(2) For the purposes of subsection (1), a security with a clearing agency is situated where the records of the clearing agency are kept.

(3) A security interest in goods perfected under the law of the jurisdiction in which the goods are situated at the time the security interest attaches but before the goods are brought into the Northwest Territories continues perfected in the Territories if it is perfected in the Territories

whichever first occurs, but the security interest is subordinate to the interest of a buyer or lessee of the goods who acquires the interest without knowledge of the security interest and before it is perfected in the Territories under section 24 or 25.

(4) A security interest that is not perfected as provided in subsection (3) may be otherwise perfected in the Northwest Territories under this Act.

(5) Where a security interest referred to in subsection (1) is not perfected under the law of the jurisdiction in which the collateral was situated at the time the security interest attached and before the collateral was brought into the Northwest Territories, it may be perfected under this Act. SNWT 2009, c.12,s.15(3),(4); SNWT 2009,c.14,s.107(4).

(1) Subject to section 7, the validity, perfection and effect of perfection or non-perfection and priority of a security interest is governed by the law of the other jurisdiction where

(2) If the other jurisdiction referred to in subsection (1) is not the Northwest Territories and the goods are later brought into the Territories, the security interest in the goods is deemed to be a security interest to which subsection 5(3) applies if it was perfected under the law of the jurisdiction to which the goods were removed. SNWT 2009,c.12,s.15(5); SNWT 2009,c.14,s.107(5).

(1) For the purposes of this section, a debtor is located at

(2) The validity, perfection and effect of perfection or non-perfection of

is governed by the law, including the conflict of law rules, of the jurisdiction where the debtor is located when the security interest attaches.

(3) Where a debtor relocates to another jurisdiction or transfers an interest in collateral to a person located in another jurisdiction, a security interest perfected in accordance with the applicable law as determined pursuant to subsection (2) continues perfected in the Northwest Territories if it is perfected in the other jurisdiction

whichever first occurs.

(4) If the law governing the perfection of a security interest referred to in subsection (2) or (3) does not provide for public registration or recording of the security interest or a notice relating to it and the collateral is not in the possession of the secured party, the security interest is subordinate to

unless it is perfected under this Act before the interest referred to in paragraph (a) or (b) arises.

(5) A security interest referred to in subsection (4) may be otherwise perfected under this Act.

(6) The validity, perfection and effect of perfection or non-perfection of a security interest in a foreign registered ship is governed by the law of the jurisdiction where the ship is registered at the time the security interest attaches.

(7) Notwithstanding section 6 and subsection (2), the validity, perfection and effect of perfection or non- perfection of a security interest in minerals or in an account resulting from the sale of the minerals at the minehead

is governed by the law of the jurisdiction in which the minehead is located.

(8) For the purposes of subsection (7), "minerals" includes petroleum and gas and "minehead" includes wellhead. SNWT 2009,c.12,s.15(4); SNWT 2009, c.14,s.107(6).

(1) The validity of a security interest in investment property is governed by the law, at the time the security interest attaches,

(2) Except as otherwise provided in subsection (5), perfection, the effect of perfection or non-perfection and the priority of a security interest in investment property is governed by the law

(3) For the purposes of this section,

(4) For the purposes of this section, the following rules determine a futures intermediary’s jurisdiction:

(5) The law of the jurisdiction in which the debtor is located governs

(6) A security interest perfected under the law of the jurisdiction designated in subsection (5) remains perfected until the earliest of

(7) A security interest in investment property that is perfected under the law of the issuer’s jurisdiction, the securities intermediary’s jurisdiction or the futures intermediary’s jurisdiction, as applicable, remains perfected until the earliest of

SNWT 2009,c.14,s.107(7).

(1) Notwithstanding sections 5, 6, 7 and 7.1,

(2) For the purposes of sections 5, 6, 7 and 7.1, a security interest is perfected under the law of a jurisdiction if the secured party has complied with the law of the jurisdiction with respect to the creation and continuance of a security interest with the result that the security interest has a status in relation to any other secured party, buyer and judgment creditor and a trustee in bankruptcy of the debtor similar to that of an equivalent security interest created and perfected under this Act. SNWT 2009,c.14,s.107(8).

(1) Subject to subsection (2) and section 12.1, a security interest is only enforceable against a third party if

(2) For the purposes of paragraph (1)(a), a secured party is deemed not to be in possession of collateral that is in the apparent possession or control of the debtor or an agent of the debtor.

(3) A description is inadequate for the purposes of paragraph (1)(d) if it describes the collateral as consumer goods or equipment without further reference to the item or kind of collateral.

(4) A description of collateral as inventory is adequate for the purposes of paragraph (1)(d) only while it is held by the debtor as inventory.

(5) A security interest in proceeds is enforceable against a third party whether or not the security agreement contains a description of the proceeds. SNWT 2009,c.14,s.107(10).

(1) A security interest, including a security interest in the nature of a floating charge, attaches when

unless the parties specifically agree in writing to postpone the time of attachment, in which case the security interest attaches at the time specified in the agreement.

(2) For the purposes of paragraph (1)(b) and without limiting other rights, if any, that the debtor may have, a lessee under a lease for a term of more than one year or a consignee under a commercial consignment has rights in the goods when the lessee or consignee obtains possession of them pursuant to the lease or consignment.

(3) For the purposes of paragraph (1)(b), a debtor has no rights in

(4) The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.

(5) The attachment of a security interest in a futures account is also attachment of a security interest in the futures contracts carried in the futures account. SNWT 2009,c.14,s.107(11).

(1) A security interest in favour of a securities intermediary attaches to a person’s security entitlement if

(2) The security interest described in subsection (1) secures the person’s obligation to pay for the financial asset.

(3) A security interest in favour of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if

(4) The security interest described in subsection (3) secures the obligation to make payment for the delivery. SNWT 2009,c.14,s.107(12).

(1) Subject to section 12 and subsection (2), where a security agreement provides for a security interest in after-acquired property, the security interest attaches in accordance with section 12 without specific appropriation by the debtor.

(2) A security interest does not attach to after- acquired property that is

(1) A security agreement may provide for future advances.

(2) Unless the parties otherwise agree, an obligation to a debtor to make future advances is not binding on a secured party if the collateral is seized, attached, charged or made subject to an equitable execution, under circumstances described in subparagraphs 20(1)(a)(i) and (ii), and the secured party has knowledge of this fact before making the advances.

(1) In this section, "secured party" includes a receiver.

(2) A secured party shall use reasonable care in the custody and preservation of collateral in the possession of the secured party and, unless the parties otherwise agree, in the case of an instrument or chattel paper, reasonable care includes taking necessary steps to preserve rights against other persons.

(3) Unless the parties otherwise agree, where collateral is in the possession of a secured party,

(4) Subject to subsection (2), a secured party may use the collateral

SNWT 2009,c.14,s.107(13).

(1) Unless otherwise agreed by the parties and notwithstanding section 17, a secured party having control under subsection 1(1.1) of investment property as collateral

(2) Notwithstanding subsection (1) and section 17, a secured party having control under subsection 1(1.1) of investment property as collateral may sell, transfer, use or otherwise deal with the collateral in the manner and to the extent provided in the security agreement. SNWT 2009,c.14,s.107(14).

(1) The debtor, a creditor, a Sheriff, a person with an interest in personal property of the debtor or an authorized representative of any of them, may, by a demand in writing containing an address for reply and delivered to the secured party

require the secured party to send or make available the information specified in subsection (2) to the person making the demand or, if the demand is made by the debtor, to any person at an address specified by the debtor.

(2) The information that may be demanded under subsection (1) may be for one or more of the following:

(3) A person with an interest in personal property of the debtor is entitled to make a demand under subsection (1) only with respect to a security agreement providing for a security interest in the property in which the person has an interest.

(4) On the demand of a person entitled to receive a copy of the security agreement under subsection (1), the secured party shall permit the person to inspect the security agreement or a copy of it during normal business hours at the place referred to in paragraph (2)(e).

(5) Where a demand is made under subsection (1) for information referred to in paragraph (2)(c) and the secured party claims a security interest in all the personal property of the debtor, in all the property of the debtor other than a specified kind or item of property or in all of a specified kind of property of the debtor, the secured party may indicate this in lieu of approving or correcting the itemized list of the property.

(6) The secured party, other than a trustee under a trust indenture, shall comply with a demand made under subsection (1) not later than 10 days after the demand is made.

(7) A secured party who is a trustee under a trust indenture shall comply with a demand made under subsection (1) not later than 25 days after the demand is made.

(8) Where, without reasonable excuse, a secured party fails to comply with a demand made under subsection (1) within the time specified or the reply to a demand made under subsection (1) is incomplete or incorrect or the secured party does not permit an inspection in accordance with subsection (4), the person making the demand or wishing to inspect, in addition to any other remedy provided by this Act, may apply to the Supreme Court for an order requiring the secured party to comply with the demand or to permit an inspection, as the case may be.

(9) Where a person receiving a demand made under subsection (1) or (4) no longer has an interest in the obligation or property of the debtor that is the subject of the demand, that person shall, not later than 10 days after receiving the demand, disclose the name and address of the immediate successor in interest and, if known, the latest successor in interest.

(10) Where, without reasonable excuse, a person receiving a demand made under subsection (1) or (4) fails to comply with subsection (9), the person making the demand, in addition to any other remedy provided in this Act, may apply to the Supreme Court for an order requiring the person to whom the demand was made to comply with subsection (9).

(11) On application under subsection (8) or (10), the Supreme Court may order

(12) On an application under subsection (8) or

(10) or on a separate application, the Supreme Court may make

(13) On an application under subsection (8) or (10) or on an application of the secured party referred to in subsection (8) or the person referred to in subsection (9), the Supreme Court, subject to subsection 65(5), may

(14) For the purposes of this Act, a secured party who has replied to a demand made under subsection (1) is estopped, as against the person making the demand and any other person who can reasonably be expected to rely on the reply, to the extent that the person making the demand or the other person, as the case may be, relied on the reply, from denying

(15) For the purposes of this Act, a successor in interest referred to in subsection (9) is estopped, as against a person making a demand under subsection (1) and any other person who can reasonably be expected to rely on the reply to the demand, to the extent that the person making the demand or the other person, as the case may be, relied on the reply, from denying

(16) A successor in interest referred to in subsection (9) is not estopped under subsection (15) where

(17) The person to whom a demand is made under this section may require payment in advance of a fee not exceeding the amount prescribed for each demand, but the debtor is entitled to a reply without payment of a fee once every six months.

(18) A secured party who receives a demand that purports to be made by a person entitled to make it under subsection (1) may act as if the person is, in fact, entitled to make the demand unless the secured party knows that the person is not entitled to make it.

(1) Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

(2) Perfection of a security interest in a futures account also perfects a security interest in the futures contracts carried in the futures account. SNWT 2009,c.14,s.107(15).

(1) A security interest arising in the delivery of a financial asset under subsection 12.1(3) is perfected when it attaches.

(2) A security interest in investment property created by a broker or securities intermediary is perfected when it attaches.

(3) A security interest in a futures contract or a futures account created by a futures intermediary is perfected when it attaches. SNWT 2009,c.14, s.107(15).

(1) A security interest

(2) For the purposes of paragraph (1)(c), a purchaser of an instrument or a security or a holder of a negotiable document of title who acquired the instrument, security or document of title in a transaction that was entered into in the ordinary course of the transferor’s business has knowledge of the security interest only if the purchaser or holder acquired the security interest with knowledge that the transaction violates the terms of the security agreement that creates or provides for the security interest. SNWT 2009,c.12,s.15(6); SNWT 2009,c.14, s.107(16).

(1) A purchase money security interest in

has priority over the interest of persons referred to in paragraphs 20(1)(a) and (b).

(2) For the purposes of this section, where goods are shipped by common carrier to a debtor or to a third party designated by the debtor, the debtor does not obtain possession of the goods until either the debtor or the third party obtains actual possession of the goods or a document of title to the goods. SNWT 2009,c.12,s.15(7).

(1) If a security interest is perfected under this Act and is again perfected in some other way under this Act without an intermediate period when it is unperfected, the security interest is continuously perfected for the purposes of this Act.

(2) A transferee of a security interest has the same priority with respect to perfection of the security interest as the transferor had at the time of the transfer.

(1) Except where possession is a result of seizure or repossession and subject to section 19, possession of the collateral by the secured party, or on behalf of the secured party by another person, perfects a security interest in

(2) For the purposes of subsection (1), a secured party does not have possession of collateral that is in the actual or apparent possession or control of the debtor or an agent of the debtor.

(3) Subject to section 19, a secured party may perfect a security interest in a certificated security by taking delivery of the certificated security under section 68 of the Securities Transfer Act.

(4) Subject to section 19, a security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under section 68 of the Securities Transfer Act and remains perfected by delivery until the debtor obtains possession of the security certificate. SNWT 2009,c.14,s.107(17).

(1) Subject to section 19, a security interest in investment property may be perfected by control of the collateral under subsection 1(1.1).

(2) Subject to section 19, a security interest in investment property is perfected by control under subsection 1(1.1) from the time the secured party obtains control and remains perfected by control until

SNWT 2009,c.14,s.107(18).

(1) Notwithstanding section 10, a security interest perfected as described in section 24 in

remains perfected for the first 15 days after the collateral comes under the control of the debtor.

(2) After the expiration of the 15 days referred to in subsection (1), a security interest referred to in this section is subject to the provisions of this Act relating to the perfection of a security interest. SNWT 2009, c.14,s.107(19).

(1) Subject to section 19, a security interest in goods in the possession of a bailee is perfected by

(2) The issuance of a negotiable document of title covering goods does not preclude any other security interest in the goods from arising during the period that the negotiable document of title is outstanding.

(3) A perfected security interest in a negotiable document of title covering goods takes priority over a security interest in goods otherwise perfected after the goods become covered by the negotiable document of title.

(1) Subject to the other provisions of this Act, where collateral is dealt with or otherwise gives rise to proceeds, the security interest

but where the secured party enforces a security interest against both the collateral and the proceeds, the amount secured by the security interest in the collateral and the proceeds is limited to the market value of the collateral at the date the collateral is dealt with.

(1.1) The limitation of the amount secured by a security interest as provided in subsection (1) does not apply if the collateral is investment property.

(2) A security interest in proceeds is a continuously perfected security interest if the interest in the original collateral is perfected by registration of a financing statement that

(3) Where the security interest in the original collateral is perfected other than in a manner referred to in subsection (2), the security interest in the proceeds is a continuously perfected security interest but becomes unperfected on the expiration of 15 days after the security interest in the original collateral attaches to the proceeds, unless the security interest in the proceeds is otherwise perfected by any of the methods and under the circumstances set out in this Act for original collateral of the same kind. SNWT 2009,c.14,s.107(20).

(1) Where a debtor sells or leases goods that are subject to a security interest under circumstances in which the buyer or lessee takes free of the security interest under paragraph 28(1)(a) or section 30, the security interest reattaches to the goods if

(2) Where a security interest reattaches under subsection (1), the perfection of the security interest and the time of registration or perfection are determined as if the goods had not been sold or leased, if the security interest was perfected by registration at the time of the sale or lease and the registration is effective at the time of the return, seizure or repossession.

(3) Where a sale or lease of goods creates an account or chattel paper and

the transferee of the account or chattel paper has a security interest in the goods that attaches when the goods are returned, seized or repossessed.

(4) A security interest in goods arising under subsection (3) is perfected if the security interest in the account or chattel paper was perfected at the time of the return, seizure or repossession, but becomes unperfected on the expiration of 15 days after the return, seizure or repossession unless the transferee registers a financing statement relating to the security interest or takes possession of the goods by seizure, repossession or otherwise before the expiration of that period.

(5) A security interest in goods that a transferee of an account has under subsection (3) is subordinate to a perfected security interest arising under subsection (1) and to a security interest of a transferee of chattel paper arising under subsection (3).

(6) A security interest in goods that a transferee of chattel paper has under subsection (3) has priority over

if the transferee of the chattel paper would have priority under subsection 31(6) as to the chattel paper over a security interest in the chattel paper claimed by the holder of the security interest in the goods.

(7) A security interest in goods given by a buyer or lessee of the goods referred to in subsection (1) that attaches while the goods are in the possession of the buyer, lessee or debtor and that is perfected when the goods are returned, seized or repossessed has priority over a security interest in the goods arising under this section.

(1) For the purposes of this section,

"buyer of goods" includes a person who obtains vested rights in goods pursuant to a contract to which the person is a party, as a consequence of the goods becoming a fixture or accession to property in which the person has an interest; (acheteur d’objets)

"ordinary course of business of the seller" includes the supply of goods in the ordinary course of business as part of a contract for services and materials; (cours normal des affaires du vendeur)

"seller" includes a person who supplies goods that become a fixture or accession pursuant to a contract with a buyer of goods or pursuant to a contract with a person who is party to a contract with a buyer of goods. (vendeur)

(2) A buyer or lessee of goods sold or leased in the ordinary course of business of the seller or lessor takes free of any perfected or unperfected security interest given by the seller or lessor or arising under section 28 or 29, whether or not the buyer or lessee knows of it, unless the buyer or lessee also knows that the sale or lease constitutes a breach of the security agreement under which the security interest was created.

(3) A buyer or lessee of goods that are acquired as consumer goods takes free of a perfected or unperfected security interest in the goods if the buyer or lessee

(4) Subsection (3) does not apply to a security interest in

(5) A buyer or lessee of goods takes free of a security interest that is temporarily perfected by subsection 26(1), 28(3) or 29(4) or a security interest the perfection of which is continued under section 51 during any of the 15-day periods referred to in those subsections or section 51, if the buyer or lessee

(6) Where goods are sold or leased, the buyer or lessee takes free from any security interest in the goods perfected under section 25 if

(7) Subsection (6) applies only to goods that are equipment and are of a kind prescribed as serial numbered goods.

(8) A sale referred to in subsection (2), (3), (5) or (6) may be for cash, by exchange for other property or on credit, and includes delivering goods or a document of title under a pre-existing contract for sale but does not include a transfer as security for, or in total or partial satisfaction of, a money debt or past liability.

(9) A lease referred to in subsection (2), (3), (5) or (6) may be for cash, by exchange for other property or on credit.

(1) A purchaser of a security, other than a secured party, who

(2) A purchaser referred to in subsection (1) is not required to determine whether a security interest has been granted in the security or whether the transaction constitutes a breach of a security agreement.

(3) An action based on a security agreement creating a security interest in a financial asset, however framed, may not be brought against a person who acquires a security entitlement under section 95 of the Securities Transfer Act for value and who did not know that there has been a breach of the security agreement.

(4) A person who acquires a security entitlement under section 95 of the Securities Transfer Act is not required to determine whether a security interest has been granted in a financial asset or whether there has been a breach of the security agreement.

(5) If an action based on a security agreement creating a security interest in a financial asset could not be brought against an entitlement holder under subsection (3), it may not be brought against a person who purchases a security entitlement, or an interest in it, from the entitlement holder. SNWT 2009,c.14, s.107(21).

(1) A holder of money has priority over a security interest in it perfected as described in section 25 or temporarily perfected by subsection 28(3) if the holder

(2) A creditor who receives payment of a debt owing by a debtor through a debtor-initiated payment has priority over a security interest in the funds paid, the intangible that was the source of the payment and any instrument used to effect the payment, whether or not the creditor has knowledge of the security interest at the time of the payment.

(2.1) In subsection (2), "debtor-initiated payment" means a payment made by the debtor through the use of

(3) A purchaser of an instrument has priority over a security interest in the instrument perfected under section 25 or temporarily perfected under subsection 26(1) or 28(3) if the purchaser

(4) A holder to whom a negotiable document of title is negotiated has priority over a security interest in the document of title that is perfected under section 25 or temporarily perfected under subsection 26(1) or 28(3) if the holder

(5) For the purposes of subsections (3) and (4), a purchaser of an instrument or a holder of a negotiable document of title who acquired it under a transaction entered into in the ordinary course of business of the purchaser or holder has knowledge only if the purchaser or holder acquired the interest with knowledge that the transaction violates the terms of the security agreement creating or providing for the security interest.

(6) A purchaser of chattel paper who takes possession of it for new value and in the ordinary course of business of the purchaser has priority over any security interest in the chattel paper that

SNWT 2009,c.14,s.107(22).

(1) This Act does not limit the rights of a protected purchaser of a security under the Securities Transfer Act.

(2) The interest of a protected purchaser of a security under the Securities Transfer Act takes priority over an earlier security interest, even if perfected, to the extent provided in that Act.

(3) This Act does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under the Securities Transfer Act. SNWT 2009,c.14, s.107(23).

(1) For the purposes of this section, "transfer" includes a transfer under proceedings to enforce a judgment, a sale and the creation of a security interest.

(2) The rights of a debtor in collateral may be transferred consensually or by operation of law notwithstanding a provision in the security agreement that prohibits a transfer or states that a transfer constitutes default, but a transfer by the debtor does not prejudice the rights of the secured party under the agreement or otherwise, including the right to treat a prohibited transfer as an act of default.

(1) In this section, "non-proceeds security interest" or "non-proceeds purchase money security interest" means a security interest or purchase money security interest, as the case may be, in original collateral.

(2) Subject to subsections 28(2) and (3) and subsection (6) of this section, a purchase money security interest in

has priority over any other security interest in the same collateral given by the same debtor.

(3) Subject to subsections 28(2) and (3) and subsection (6) of this section, a purchase money security interest in inventory or its proceeds has priority over any other security interest in the same collateral given by the same debtor if

(4) A notice referred to in subsection (3) may be given in accordance with section 68 or by email or registered mail addressed to the contact address of the person to be notified as it appears in the financing statement referred to in paragraph (3)(b).

(5) Subject to subsections 28(2) and (3), a purchase money security interest in goods and their proceeds, taken by a seller, lessor or consignor of the collateral, that is perfected

(6) A non-proceeds security interest in accounts given for new value has priority over a purchase money security interest in the accounts as proceeds of inventory if a financing statement relating to the non- proceeds security interest in the accounts is registered before the purchase money security interest is perfected or a financing statement relating to it is registered.

(6.1) Subsection (6) does not apply to an account in the form of a deposit with a deposit-taking institution.

(7) A non-proceeds purchase money security interest has priority over a purchase money security interest in the same collateral or proceeds if the non- proceeds purchase money security interest is perfected

(8) For the purposes of this section, where goods are shipped by common carrier to a debtor or to a person designated by a debtor, the debtor is deemed not to have obtained possession of the goods until either the debtor or the person designated by the debtor has obtained actual possession of the goods or a document of title to the goods.

(9) A purchase money security interest in collateral does not extend to or continue in the proceeds of the collateral after the obligation to pay all or part of the purchase price of the collateral or to repay value given to enable the debtor to acquire rights in the collateral has been discharged.

(10) A perfected security interest in crops or their proceeds given for value to enable a debtor to produce or harvest the crops and given while the crops are growing crops or during a period of six months immediately prior to the time when the crops become growing crops, has priority over any other security interest in the same collateral given by the same debtor.

(11) A perfected security interest in animals or their proceeds given for value to enable the debtor to acquire food, drugs or hormones to be fed to or placed in the animals has priority over any other security interest in the same collateral given by the same debtor other than a perfected purchase money security interest. SNWT 2018,c.15,s.17.

(1) Where this Act provides no other method for determining priority between security interests,

(2) For the purposes of subsection (1), a continuously perfected security interest is to be treated at all times as perfected by the method by which it was originally perfected.

(3) For the purposes of subsection (1), but subject to subsections 28(2) and (3), the time of registration, possession or perfection of a security interest in original collateral is also the time of registration, possession or perfection of its proceeds.

(4) A security interest in goods that are equipment and are of a kind prescribed as serial numbered goods is not registered or perfected by registration for the purposes of subsection 34(2) or subsection (1), (7) or

(8) of this section unless a financing statement relating to the security interest and containing a description of the goods by serial number is registered.

(5) Subject to subsection (6), the priority which a security interest has under subsection (1) applies to all advances, including future advances.

(6) A perfected security interest has priority over the interests of persons referred to in paragraph 20(1)(a) only to the extent of

(7) Where registration of a security interest lapses as a result of a failure to renew the registration or where a registration is discharged without authorization or in error and the secured party re- registers the security interest within 30 days after the lapse or discharge, the lapse or discharge does not affect the priority status of the security interest in relation to a competing perfected security interest that, immediately prior to the lapse or discharge, had a subordinate priority status, except to the extent that such competing security interest secures advances made or contracted for after the lapse or discharge and prior to the re-registration.

(8) Where a debtor transfers an interest in collateral that at the time of the transfer is subject to a perfected security interest, that security interest has priority over any other security interest granted by the transferee before the transfer except to the extent that the security interest granted by the transferee secures advances made or contracted for

(9) Subsection (8) does not apply where the transferee acquires the interest of the debtor free from the security interest granted by the debtor. SNWT 1999,c.5,Sch.C,s.2; SNWT 2009, c.14,s.107(24).

(1) The rules in this section govern priority among conflicting security interests in the same investment property.

(2) A security interest of a secured party having control of investment property under subsection 1(1.1) has priority over a security interest of a secured party that does not have control of the investment property.

(3) A security interest in a certificated security in registered form that is perfected by taking delivery under subsection 24(3) and not by control under section 24.1, has priority over a conflicting security interest perfected by a method other than control.

(4) Except as otherwise provided in subsections (5) and (6), conflicting security interests of secured parties each of which has control under subsection 1(1.1), rank according to priority in time

(5) A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

(6) A security interest held by a futures intermediary in a futures contract or a futures account maintained with the futures intermediary has priority over a conflicting security interest held by another secured party.

(7) Conflicting security interests granted by a broker, securities intermediary or futures intermediary that are perfected without control under subsection 1(1.1) rank equally.

(8) In any case not provided for by subsections (2) to (7), priority among conflicting security interests in investment property is governed by section 35. SNWT 2009,c.14,s.107(25).

(1) In this section, "secured party" includes a receiver.

(2) Subject to the regulations, this section applies only with respect to land for which a certificate of title has been issued under the Land Titles Act.

(3) Except as provided in this section and in section 30, a security interest in goods that attaches before or at the time the goods become fixtures has priority with respect to the goods over a claim to the goods made by a person with an interest in the land.

(4) A security interest referred to in subsection (3) is subordinate to the interest of a person who, without fraud and before the security interest is registered in accordance with section 49,

(5) A security interest in goods that attaches after the goods become fixtures is subordinate to the interest of a person who

(6) A security interest referred to in subsection (3) or (5) is subordinate to the interest of a creditor of the debtor who causes to be registered a writ of execution, judgment, order, certificate or similar instrument authorized to be registered under an Act in the appropriate land titles office after the goods become fixtures and before the security interest is registered in accordance with section 49.

(7) The interest of a creditor referred to in subsection (6) does not take priority over a purchase money security interest in goods in respect of which a notice is filed in accordance with section 49 not later than 15 days after the goods are affixed to the land.

(8) A secured party who, under this Act, has the right to remove goods from land shall exercise the right of removal in a manner that

(9) A person, other than the debtor, who has an interest in the land at the time the goods subject to the security interest are affixed to the land is entitled to reimbursement for any damages to his or her interest in the land caused during the removal of the goods, but that person is not entitled to reimbursement for reduction in the value of the land caused by the absence of the goods removed or by the necessity of replacement.

(10) A person entitled to reimbursement under subsection (9) may refuse permission to remove the goods until the secured party gives adequate security for reimbursement.

(11) On application by a secured party, the Supreme Court may make any one or more of the following orders:

(12) A person who has an interest in the land that is subordinate to a security interest under this section may, before the goods are removed from the land by the secured party who has the security interest, retain the goods on payment to the secured party of the lesser of

(13) Where a secured party has a right to remove goods from land and intends to do so, he or she shall give to each person who appears by the records of the land titles office to have an interest in the land a notice of intention to remove the goods.

(14) A notice referred to in subsection (13) must contain

(15) A notice referred to in subsection (13) must be given at least 15 days before removal of the goods and may be given in accordance with section 68 or by registered mail addressed to the post office address of the person to be notified as it appears in the records of the land titles office.

(16) A person entitled to receive a notice under subsection (13) may apply to the Supreme Court for an order postponing removal of the goods from the land.

(1) In this section, "secured party" includes a receiver.

(2) Subject to the regulations, this section applies only with respect to land for which a certificate of title has been issued under the Land Titles Act.

(3) Except as provided in this section, a security interest in growing crops has priority with respect to the crops over an interest in the crops claimed by a person with an interest in the land.

(4) A security interest in growing crops is subordinate to the interest of a person who, without fraud and before the security interest is registered in accordance with section 49,

(5) A security interest in growing crops is subordinate to the interest of a creditor of the debtor who causes to be registered a writ of execution, judgment, order, certificate or similar instrument authorized to be registered under an Act in the appropriate land titles office before the security interest is registered in accordance with section 49.

(6) The interest of a creditor referred to in subsection (5) does not take priority over a purchase money security interest in the crops or a security interest in the crops referred to in subsection 34(10) where the purchase money security interest or the security interest in crops is registered in accordance with section 49 not later than 15 days after the time the security interest in the crops attaches.

(7) Subsections 36(8) to (16) apply, with such modifications as the circumstances require, to seizure and removal of growing crops from the land.

(1) In this section,

"rents" means the amounts payable or to be paid under a lease of land, an easement or an agreement recognized by statute to be an easement; (loyers)

"secured party" includes a receiver. (créancier garanti)

(2) Subject to the regulations, this section applies only with respect to land for which a certificate of title has been issued under the Land Titles Act.

(3) Except as provided in this section, a security interest in rents has priority with respect to the rents over a claim to the rents made by a person with an interest in the land.

(4) A security interest in rents is subordinate to the interest of a person who, without fraud, after the security interest in rents attaches and before the security interest is registered in accordance with section 49,

(5) A security interest in rents is subordinate to the interest of a person who has an interest in the land at the time the security interest in rents attaches and who

(6) A security interest in rents is subordinate to the interest of a creditor of the debtor who causes to be registered a writ of execution, judgment, order, certificate or similar instrument authorized to be registered under an Act in the appropriate land titles office before the security interest is registered in accordance with section 49.

(7) The interest of a creditor referred to in subsection (6) does not take priority over a purchase money security interest in rents in respect of which a notice is filed in accordance with section 49 not later than 15 days after the purchase money security interest attaches.

(1) In this section,

"other goods" means goods to which an accession is installed or fixed; (autres objets)

"the whole" means an accession and the goods to which the accession is installed or affixed; (le tout)

"secured party" includes a receiver. (créancier garanti)

(2) Except as provided in this section and section 30, a security interest in goods that attaches before or at the time the goods become an accession has priority with respect to the goods over a claim to the goods as an accession made by a person with an interest in the whole.

(3) A security interest referred to in subsection (2) is subordinate to the interest of a person who, without knowledge of the security interest in the accession and before it is perfected, after the goods become an accession,

(4) A security interest in goods that attaches after the goods become an accession is subordinate to the interest of a person who

(5) A security interest referred to in subsection (2) or (4) is subordinate to the interest of a creditor or a Sheriff who has seized or caused the whole to be seized under legal process to enforce a judgment, if the seizure occurs under circumstances referred to in section 20 and if the security interest is not perfected at the time of seizure.

(6) The interest of a creditor or a Sheriff referred to in subsection (5) does not take priority over a purchase money security interest in goods that is perfected not later than 15 days after the goods become an accession.

(7) A secured party who, under this Act, has the right to remove an accession from the whole shall exercise this right of removal in a manner that

(8) A person, other than the debtor, who has an interest in the whole at the time the goods become an accession is entitled to reimbursement for any damages to his or her interest in the whole caused during the removal of the accession, but is not entitled to reimbursement for reduction in the value of the whole caused by the absence of the accession or by the necessity of replacement.

(9) The person entitled to reimbursement under subsection (8) may refuse permission to remove the accession until the secured party has given adequate security for the reimbursement.

(10) On application by the secured party, the Supreme Court may make one or more of the following orders:

(11) A person who has an interest in the whole that is subordinate to a security interest under this section may, before the accession has been removed from the whole by the secured party, retain the accession on payment to the secured party of the lesser of

(12) A secured party who has a right to remove the accession from the whole shall give a notice of intention to remove the accession

(13) The notice of intention referred to in subsection (12) must contain

(14) A notice referred to in subsection (12) must be given at least 15 days before removal of the accession and may be given in accordance with section 68 or by email or registered mail addressed to the contact address of the person to be notified as it appears on the financing statement.

(15) On application by a person entitled to receive a notice under subsection (12), the Supreme Court may make an order postponing removal of the accession. SNWT 2003,c.5,Sch.G,s.2; SNWT 2018,c.15, s.17.

(1) A perfected security interest in goods that subsequently become part of a product or mass continues in the product or mass if the goods are so manufactured, processed, assembled or commingled that their identity is lost in the product or mass.

(2) Subject to subsections (4) and (6), where more than one perfected security interest continues in the same product or mass under subsection (1) and each was a security interest in separate goods, the security interests are continued in the product or mass according to the ratio that the obligation secured by each security interest bears to the sum of the obligations secured by all security interests.

(3) For the purposes of section 35, perfection of a security interest in goods that subsequently become part of a product or mass shall also be treated as perfection of the security interest in the product or mass.

(4) For the purposes of subsection (2), the obligation secured by a security interest may not exceed the market value of the goods on the day on which the goods become part of the product or mass.

(5) Where a perfected security interest continues in the product or mass under subsection (1), any priority the perfected security interest has over a perfected security interest in the product or mass is limited to the market value of the goods on the day on which they become part of the product or mass.

(6) A perfected purchase money security interest in goods that continues in the product or mass has priority over a non-purchase money security interest

(7) A notice referred to in paragraph (6)(c) may be given in accordance with section 68 or by email or registered mail addressed to the contact address of the person to be notified as it appears in the financing statement referred to in paragraph (6)(c).

(8) This section does not apply to a security interest in an accession to which section 38 applies. SNWT 2018,c.15,s.17.

(1) A secured party may, in a security agreement or otherwise, subordinate the security interest of the secured party to any other interest, and such subordination is effective according to its terms between the parties and may be enforced by a third party if the third party is the person or one of a class of persons for whose benefit the subordination was intended.

(2) An agreement or undertaking to postpone or subordinate the following does not, by virtue of the postponement or subordination alone, create a security interest:

(1) In this section,

"account debtor" means a person who is obligated under an intangible or chattel paper; (débiteur d’un compte)

"assignee" includes a secured party and a receiver. (cessionnaire)

(2) Unless an account debtor has made an enforceable agreement not to assert any defence or claim arising out of a contract, the rights of an assignee of the intangible or chattel paper are subject to

(3) A modification of or substitution for a contract, made in good faith and in accordance with reasonable commercial standards and without material adverse effect on the rights of the assignee under the contract or on the ability of the assignor to perform the contract, is effective against the assignee unless the account debtor has otherwise agreed.

(4) Subsection (3) applies

(5) Where a contract has been modified or substituted in the manner referred to in subsection (3), the assignee obtains rights that correspond to the rights of the assignor pursuant to the substituted or modified contract.

(6) Nothing in subsections (3) to (5) affects the validity of a term in an assignment agreement that provides that a modification or substitution referred to in those subsections is a breach of contract by the assignor.

(7) Where collateral that is either an intangible or chattel paper is assigned, the account debtor may make payments under the contract to the assignor

(8) Payment by an account debtor to an assignee pursuant to a notice referred to in paragraph (7)(a) au discharges the obligation of the account debtor to the l’alinéa extent of the payment. dans

(9) A term in a contract between an account debtor and an assignor that prohibits or restricts débiteur assignment of the whole of the account or chattel paper la for money due or to become due is binding on the pour assignor, but only to the extent of making the assignor cédant liable in damages for breach of contract, and is passible unenforceable against third parties. contrat. tiers.

(1) There shall be a registry known as the 42. Personal Property Registry for the purpose of dénommé registrations under this Act and registrations under any aux other Act that permits or requires registrations to be et made in the Registry. vertu

(2) Where another Act permits or requires registration in the Registry, or where the regulations enregistrement permit the registration in the Registry of a right or lorsque interest in personal property under the laws of Canada, au a province or territory, relatif

(3) The Minister may appoint an individual as Registrar of the Personal Property Registry. titre biens

(4) The Registrar may have a seal of office in the form prescribed. en

(5) The Minister may appoint one or more individuals as Deputy Registrar and may specify the particuliers powers and duties of the Deputy Registrars. préciser

(6) The Registrar shall direct and supervise the operation of the Registry. dirige

(7) When it is not practical, in the opinion of the Registrar, to provide access to the Registry or to pratique, provide one or more Registry services, the Registrar réseau may refuse access to the Registry or otherwise suspend services one or more of its services. SNWT 1999, c.5,Sch.C, peut s.1(1)(b),3; SNWT 2003,c.5,Sch.G,s.3. autrement LTN-O LTN-O

(1) A person may register a financing statement 43. in the Registry at an office of the Registry in financement accordance with the regulations. bureau les

(1.1) The Registrar may enter into an agreement with any person to provide access to the Registry on avec the terms and conditions that the Registrar considers d’enregistrement advisable. juge

(1.2) A person who has entered into an agreement with the Registrar under subsection (1.1) may register avec a financing statement in the Registry in accordance enregistrer with the agreement and the regulations. d’enregistrement règlements.

(2) Registration of a financing statement is effective from the time that a registration number, date prend and time is assigned to the registration in the Registry. d’enregistrement, assignés

(3) The Registrar may refuse to register a financing statement or to issue a search result under état this Part until such fees as are prescribed in respect of recherche registrations or searches, as the case may be, have been les paid or arrangements for the payment of fees have enregistrements been made. payés paiement

(4) A financing statement may be registered before a security agreement is made and before a avant security interest attaches. que

(5) A financing statement may relate to more than one security agreement. plus

(6) The validity of the registration of a financing statement is not affected by a defect, irregularity, que omission or error in the financing statement or in its enregistrement registration unless the defect, irregularity, omission or l’enregistrement error is seriously misleading. gravement

(7) Subject to subsection (9), where one or more debtors are required to be disclosed in a financing statement or where collateral is consumer goods of a kind that is prescribed as serial numbered goods, the registration is invalid if there is a seriously misleading defect, irregularity, omission or error in

(8) Nothing in subsection (6) or (7) requires, as a condition to a finding that a defect, irregularity, omission or error is seriously misleading, proof that anyone was actually misled by it.

(9) Failure to provide a description in a financing statement in relation to any item or kind of collateral does not affect the validity of the registration with respect to other collateral.

(10) Notwithstanding anything in this Part, the Registrar may reject a financing statement when, in the opinion of the Registrar, it does not comply with this Act or the regulations or any other Act or regulations under which registration of a financing statement is authorized.

(11) Where the Registrar rejects a financing statement under subsection (10), the Registrar shall specify how the financing statement does not comply with an Act or regulations.

(11.1) The Registrar shall determine how to give effect to subsections (10) and (11) where the Registrar has entered into an agreement under subsection (1.1).

(12) Unless a person entitled to a copy waives in writing the right to receive it, the secured party or person named as a secured party in a financing statement shall give to each person named as a debtor in the financing statement

SNWT 1999,c.5,Sch.C,s.4; SNWT 2003, c.5, Sch.G,s.2.

(1) Subject to the regulations, a registration under this Act is effective for the period of time indicated in the financing statement by which the registration was effected or amended.

(2) A registration may be renewed by registering a financing change statement before the registration expires and, subject to the regulations, the period of time for which the registration is effective is extended by the renewal period indicated in the financing change statement.

(3) An amendment to a registration may be effected by registering a financing change statement during the period that the registration is effective, and the amendment is effective from the time when the financing change statement is registered to the expiry of the registration being amended.

(4) When an amendment of a registration is not otherwise provided for in this Part, a financing change statement may be registered to amend the registration.

(1) Where a secured party with a registered security interest transfers the security interest or a part of it, a financing change statement disclosing the transferee as the secured party may be registered.

(2) Where a financing change statement is registered under subsection (1) and an interest in part, but not all, of the collateral is transferred, the financing change statement must contain a description of the collateral in which the interest is transferred.

(3) Where a secured party transfers an interest in collateral and the security interest of the secured party has not been perfected by registration, a financing statement may be registered in which the transferee is disclosed as the secured party.

(4) A financing change statement disclosing a transfer of a security interest may be registered before or after the transfer.

(5) After registration of a financing change statement disclosing a transfer of a security interest, the transferee is the secured party for the purposes of this Part.

(6) Where a security interest has been subordinated by the secured party to the interest of another person, a financing change statement may be registered to disclose the subordination at any time during the period that the registration of the subordinated security interest is effective.

(1) Where a document is registered in the Registry, the Registrar may have the document reproduced by any means he or she considers appropriate and the reproduction is for all purposes deemed to be the document reproduced.

(2) Information in a registration may be removed from the records of the Registry

SNWT 1999,c.5,Sch.C,s.5; SNWT 2009,c.12, s.15(8).

(1) A person may request one or more of the following:

(1.1) A person may search the records of the Registry and obtain a search result

(2) A printed search result that purports to be issued by the Registrar or Registry is admissible in evidence and, in the absence of evidence to the contrary, is proof of its contents, including

(3) A copy of a registered financing statement or other registered document that purports to be certified by the Registrar or Registry is admissible in evidence as a true copy of the statement or document without proof of the office or signature of the person appearing to have signed it. SNWT 1999,c.5,Sch.C,s.6; SNWT 2003,c.5,Sch.G,s.2.

(1) In this section,

"debtor" includes any person named in a notice under this section as a debtor; (débiteur)

"Registrar" means a Registrar as defined in the Land Titles Act; (registrateur)

"secured party" includes any person named in a notice under this section as a secured party. (créancier garanti)

(2) A security interest in a fixture referred to in section 36, a security interest in growing crops referred to in section 37 and a security interest in rents referred to in section 37.1 may be registered by submitting a notice in the prescribed form to the land titles office for the registration district in which the land affected by the security interest is located.

(3) The Registrar of the land titles office to which a notice referred to in subsection (2) is submitted shall make a memorandum of the notice on the certificate of title in respect of the parcel of land to which the notice relates.

(4) If a notice is registered in a land titles office under subsection (2) and the registration of the notice has not expired, a notice, in the prescribed form, of a renewal, amendment, transfer or discharge of the security interest to which the original notice relates or a notice, in the prescribed form, of a subordination of the security interest to another interest may be registered in the land titles office in accordance with the regulations and, on its being registered, the Registrar of the land titles office shall make a memorandum of it on the proper certificate of title.

(5) Subsections 43(4), (5), (6), (8), (9) and (12) and sections 44 and 45 apply to a notice registered under this section with such modifications as the circumstances require.

(6) If a notice registered under this section expires or where the Registrar is satisfied the notice is discharged, the Registrar of the land titles office in which it was registered shall remove the registration of the notice in relation to the security interest and of any other notice that relates to the same security interest.

(7) Where a notice is registered under this section and

the debtor named in the notice and any person who has a registered interest in the land may, by a demand in writing containing an address for reply and delivered to the secured party, require the secured party to submit for registration a document referred to in subsection (8).

(8) A demand referred to in subsection (7) may require that the secured party, not later than 30 days after the demand is made, submit for registration

(9) Where a secured party fails to comply with a demand referred to in subsection (7), the person making the demand may submit for registration the notice referred to in paragraph (8)(a) and the Registrar of the land titles office shall amend or discharge the registration in accordance with such notice on receiving satisfactory proof that the demand was delivered to the secured party in accordance with subsection (10).

(10) The demand referred to in subsection (7) may be delivered in accordance with section 68 or by email or registered mail addressed to the contact address of the secured party set out in the notice registered under subsection (2).

(11) On application to the Supreme Court by the secured party, the Supreme Court may order that the registration of the notice under subsection (2)

(12) Subsection (9) does not apply to a registration of a security interest provided for in a trust indenture if the notice by which the security interest was registered indicates that the security agreement providing for the security interest is a trust indenture.

(13) Where registration relates to a security interest created under a trust indenture and the secured party fails to amend or discharge the registration as required by a demand made under subsection (7), the Supreme Court, on the application of the person who made the demand, may make an order directing that the registration be amended or discharged.

(14) No amount shall be charged by a secured party for compliance with a demand made under subsection (7), unless the parties, before the demand is made, agree that an amount may be charged. SNWT 2018,c.15,s.17.

(1) In this section,

"debtor" includes any person named in a registered financing statement as a debtor; (débiteur)

"secured party" includes any person named in a registered financing statement as a secured party. (créancier garanti)

(2) Where a registration relates exclusively to a security interest in consumer goods, the secured party shall discharge the registration not later than 30 days after all obligations under the security agreement creating the security interest are performed, unless prior to the expiry of that 30-day period the registration lapses.

(3) Where a financing statement is registered and

the debtor or any person with an interest in property that falls within the description of the collateral on the financing statement may, by a demand in writing containing an address for reply and delivered to the secured party, require the secured party to submit for registration a document referred to in subsection (4).

(4) A demand referred to in subsection (3) may require that the secured party, not later than 30 days after the demand is given, submit for registration

(5) Where a secured party fails to comply with a demand referred to in subsection (3), the person making the demand may register the financing change statement referred to in paragraph (4)(a) on providing to the Registrar satisfactory proof that the demand was delivered to the secured party in accordance with subsection (6).

(6) The demand referred to in subsection (3) may be delivered in accordance with section 68 or by email or registered mail addressed to the contact address of the secured party set out in the financing statement.

(7) On application to the Supreme Court by the secured party, the Supreme Court may order that the registration

(8) Subsection (5) does not apply to a registration of a security interest provided for in a trust indenture if the financing statement by which the security interest was registered indicates that the security agreement providing for the security interest is a trust indenture.

(9) Where registration relates to a security interest created under a trust indenture and the secured party fails to amend or discharge the registration as required by subsection (4), the person making the demand may apply to the Supreme Court for an order directing that the registration be amended or discharged.

(10) No amount shall be charged by a secured party for compliance with a demand made under subsection (3), unless the parties, before the demand is made, agree that an amount may be charged.

(11) Where there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations or otherwise give value, a secured party having control of investment property under paragraph 25(1)(b) of the Securities Transfer Act or subparagraph 1(1.1)(d)(ii) shall, within 10 days after receipt of a written demand by the debtor, send to the securities intermediary or futures intermediary with which the security entitlement or futures contract is maintained, a written record that releases the securities intermediary or futures intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party. SNWT 2009,c.14,s.107(26); SNWT 2018,c.15,s.17; SNWT 2023,c.7,s.33(2).

(1) Where a security interest has been perfected by registration and all or part of the interest of the debtor in the collateral is transferred by the debtor with the prior consent of the secured party, the security interest in the transferred collateral is subordinate to

(2) Where a security interest is perfected by registration and

the security interest in the transferred collateral, where paragraph (a) applies, and in the collateral where paragraph (b) applies, is subordinate to

(3) This section does not have the effect of subordinating a prior security interest created under prior registration law deemed, by or under section 73, to be registered under this Act.

(4) Where the interest of the debtor in all or part of the collateral is transferred without the consent of the secured party and there are one or more subsequent transfers of the collateral without the consent of the secured party before the secured party acquires knowledge of the name of the most recent transferee, the secured party is deemed to have complied with subsection (2) if the secured party registers a financing statement not later than 15 days after acquiring knowledge of

and the secured party need not register financing change statements with respect to any intermediate transferee.

(5) This section does not apply to a registration made at the land titles office under section 49. SNWT 2009,c.12,s.15(9).

(1) A person may bring an action against the Registrar to recover loss or damage suffered by that person that resulted from

(1.1) The Commissioner and the Government of the Northwest Territories are not liable, directly or indirectly, for loss or damage suffered by a person because of

(2) No action for damages under this section or section 53 lies against the Registrar unless it is commenced not later than

(3) No action under this section may be brought by a person who relied on a search result unless that person or an agent or partner of that person requested the search result.

(4) Notwithstanding any other Act, no action may be brought against the Commissioner or Government of the Northwest Territories, the Registrar or an officer or employee of the Registry for any error or omission of the Registrar or the officer or employee in respect of the discharge or purported discharge of any duty or function under this Act, the regulations or under any other Act except as provided in this section and in section 53.

(1) An action for recovery of damages under section 52 brought by a trustee under a trust indenture or by a person with an interest in a trust indenture shall be brought on behalf of all persons with interests in the trust indenture and the judgment in the action, except to the extent that it provides for a subsequent determination of the amount of damages suffered by each person, constitutes a judgment between each person and the Registrar in respect of each error or omission.

(2) In an action brought by a trustee under a trust indenture or by a person with an interest in a trust indenture, proof that each person relied on the search result is not necessary if it is established that the trustee relied on the search result, but no person is entitled to recover damages under this section if the person knew at the time of acquisition of an interest in the collateral that the search result relied on by the trustee was incorrect.

(3) In proceedings under this section, the Supreme Court may make any order that it considers appropriate in order to give notice to persons with interests in the trust indenture.

(4) Subject to subsection 54(1), the Supreme Court may order payment of all or a portion of the damages awarded to identified persons with interests in a trust indenture at any time after judgment and the obligation of the Registrar to satisfy the judgment is satisfied to the extent that payment is so made.

(1) The total amount recoverable in a single action under section 52 and the total amount recoverable for all claims in a single action under section 53 shall not exceed the amount prescribed.

(2) Where damages are paid to a claimant under section 52 or 53, the Government of the Northwest Territories is subrogated to the rights of the claimant against any person indebted to the claimant whose debt to the claimant was the basis of the loss or damage in respect of which the claim was paid.

(3) Where the claimant recovers under section 52 or 53 an amount less than the value of the interest the claimant would have had if the error or omission had not occurred, the right of subrogation under subsection (2) does not prejudice the right of the claimant to recover in priority to the Government of the Northwest Territories an amount equal to the difference between the amount paid to the claimant and the value of the interest the claimant would have had if the error or omission had not occurred.

(4) The Comptroller General may, without an action being brought, pay the amount of a claim against the Registrar when authorized to do so by the Minister on the report of the Registrar setting out the facts and the opinion of the Registrar that the claim is just and reasonable.

(5) When an award of damages has been made in favour of a claimant and the time for appeal has expired, or when an appeal is taken and disposed of in whole or in part in favour of the claimant, the Comptroller General shall authorize payment out of the Consolidated Revenue Fund, subject to subsection (1), of the amount specified in the judgment.

(1) This Part does not apply to

(2) The rights and remedies referred to in this Part are cumulative.

(3) In this section, "secured party" includes a receiver.

(4) Subject to any other Act or rule of law to the contrary, where the same obligation is secured by an interest in land and a security interest to which this Act applies, the secured party may

(5) Paragraph (4)(b) does not limit the rights of a secured party who has a security interest in the personal property taken before or after the security interest referred to in subsection (4).

(6) A secured party referred to in subsection (5)

(7) For the purpose of distributing the amount received from the sale of the land and personal property where the purchase price is not allocated to the land and the personal property separately, the amount of the purchase price that is attributable to the sale of the personal property is that proportion of the total price that the market value of the personal property at the time of the sale bears to the market value of the land and the personal property.

(8) A security interest does not merge merely because a secured party has reduced the claim to judgment. SNWT 2009,c.12,s.15(7).

(1) In this section, "secured party" includes a receiver.

(2) Where the debtor is in default under a security agreement

(3) Except as provided in sections 17 and 17.1, 59, 60 and 62, no provision of sections 17 and 17.1 or 58 to 65, to the extent that it gives rights to the debtor or imposes obligations on the secured party, can be waived or varied by agreement or otherwise. SNWT 2009,c.14,s.107(27).

(1) In this section, "secured party" includes a receiver.

(2) Where a debtor is in default under a security agreement, a secured party is entitled

(3) A secured party may deduct reasonable expenses of collection from money held as collateral or an amount collected from a debtor on an intangible or chattel paper or from an obligor under an instrument or security.

(4) A secured party who enforces a security interest in an intangible, security, chattel paper or instrument under paragraph (2)(a) or (b) shall give notice to the debtor not later than 15 days after doing so.

(1) In this section, "secured party" includes a receiver.

(2) Subject to sections 36, 37, 37.1 and 38 and subsection (3) of this section, on default under a security agreement

(3) Subject to an order made under section 63, seizure of property to enforce rights under a security agreement, other than seizure by a receiver, shall be made only by the Sheriff or a person authorized in writing to do so by the Sheriff.

(4) In subsections (5) to (19), "Sheriff" includes a person authorized to seize property under subsection (3).

(5) No seizure shall be made unless the secured party or the agent of the secured party has executed and delivered to the Sheriff a warrant in the prescribed form.

(6) Where a warrant is delivered for execution, the Sheriff may refuse to make or continue a seizure unless he or she has been provided with the security he or she considers reasonably sufficient to indemnify him or her in respect of his or her fees, charges and expenses and any claims for damages, including claims by the debtor or a third party, in respect of the seizure and anything done in relation to the seizure.

(7) Where a bond of indemnity is provided under subsection (6), the bond is assignable to any person, other than the debtor, who claims an interest in the property seized and must contain a condition that the persons executing the bond are liable for the damages, costs and expenses

(8) Where a difference arises as to the bond to be provided pursuant to subsection (6), the Sheriff shall, on the request of the creditor, refer the matter to a judge of the Supreme Court for determination.

(9) To make a seizure of property, the Sheriff may

(9.1) Where the collateral is a licence, the Sheriff may seize the collateral by giving notice to the debtor and to the grantor, or where there is a successor to the grantor, to the successor of the grantor.

(10) A seizure by the Sheriff made under subsection (9) or (9.1) continues until possession of the property is surrendered to the secured party, or the agent of the secured party, or the seizure is released.

(11) For the purpose of making a seizure of property or obtaining the possession of property that has previously been seized, the Sheriff may, where it is not possible otherwise to effect the seizure or to obtain possession of the goods previously seized, either by himself or herself or with the assistance of the persons that he or she may request, break open the door of any building, other than a private dwelling-house, in which the property liable to seizure are contained and, on the order of a judge of the Supreme Court, may similarly break open the door of a private dwelling-house.

(12) Where a building or dwelling-house is broken into under subsection (11), the person so doing shall ensure that the building or dwelling-house is properly secured after the property has been seized or possession has been obtained.

(13) The Sheriff may, at any time after making a seizure, appoint the debtor or some other person in possession of the property seized as bailee of the Sheriff, where the debtor or such other person executes a written undertaking in the prescribed form to hold the property as bailee for the Sheriff and to deliver up possession of the property to the Sheriff on demand, and property held by a bailee is deemed to be held under seizure by the Sheriff.

(14) Where a seizure is made, the Sheriff shall, on the written request of a person who has reasonable grounds to believe that he or she has an interest in or a right to property seized by the Sheriff, deliver to such person a list of items of property seized that fall within the general description of property in or to which such person claims to have an interest or right.

(15) Where a seizure is made, the Sheriff may surrender possession or the right of possession of the property seized to the secured party or to a person designated in writing by the secured party.

(16) The Sheriff may, before or after seizure of property, give to the secured party named in the warrant under which the seizure was made a notice stating that the seizure shall be released on a date specified in the notice unless before that date the secured party takes possession of the property seized.

(17) If the person to whom the notice is given under subsection (16) does not take possession of the property referred to in the notice on or before the date specified, the Sheriff may release the seizure.

(18) After possession of the property is surrendered under subsection (15) or seizure is released under subsection (17), the Sheriff is not liable for any loss or damage to the property or for any unlawful interference with the rights of the debtor or any other person who has an interest in or a right to the property that occurs after the surrender or release.

(19) A seizure made under this section does not affect the interest of a person who, under this Act or under any other law, has priority over the rights of the secured party. SNWT 1998,c.5,s.26(2).

(1) In this section, "mobile home" means

(2) Where a mobile home is seized to enforce a security agreement, if

the person who has authorized the seizure or a receiver, on notice of motion to the occupant, may apply to a judge of the Supreme Court who may make an order directing the occupant to deliver up possession of the mobile home.

(3) The order referred to in subsection (2) must provide that

(4) On there being filed with the Sheriff an affidavit

the Sheriff shall, with the assistance that he or she may require, proceed without delay to obtain possession of the mobile home as authorized by the order.

(1) In subsections (2), (5), (14) and (16), "secured party" includes a receiver.

(2) After seizing or repossessing the collateral, a secured party may dispose of it in its existing condition or after repair, processing or preparation for disposition, and the proceeds of the disposition shall be applied consecutively to

and any surplus shall be dealt with in accordance with section 60.

(3) Collateral may be disposed of

(4) Where the security agreement so provides, the payment for the collateral being disposed of may be deferred.

(5) The secured party may delay disposition of all or part of the collateral.

(5.1) Notwithstanding any other provision of this Part, where the collateral is a licence, it may be disposed of only in accordance with the terms and conditions under which the licence was granted or that otherwise pertain to it.

(6) Not less than 20 days prior to disposition of the collateral, the secured party shall give a notice to

(7) The notice referred to in subsection (6) must contain

(8) Where the notice required in subsection (6) is given to a person other than the debtor, it need not contain the information specified in paragraphs (7)(c),

(9) A statement referred to in paragraph (7)(g) must not contain a reference to any liability on the part of the debtor to pay a deficiency if, under any Act or rule of law, the secured party does not have the right to collect the deficiency from the debtor.

(10) Not less than 20 days prior to the disposition of the collateral, a receiver shall give a notice to

(11) The notice referred to in subsection (10) must contain

(12) The notice required in subsection (6) or (10) may be given or delivered in accordance with section 68 or, where it is to be given or delivered to a person who has registered a financing statement, by email or registered mail addressed to the contact address of the person to whom it is to be given or delivered as it appears on the financing statement.

(13) The secured party may purchase the collateral or any part of it only at a public sale, as referred to in paragraph (3)(b), and only for a price that bears a reasonable relationship to the market value of the collateral.

(14) When a secured party disposes of collateral to a purchaser who acquires the interest for value and in good faith and who takes possession of it, the purchaser acquires the collateral free from

whether or not the requirements of this section have been complied with by the secured party, and all obligations secured by the subordinate interests are, as regards the purchaser, deemed to be performed for the purposes of paragraphs 49(7)(a) and 50(3)(a).

(15) Subsection (14) does not apply so as to affect the rights of a person with a security interest deemed to be registered under section 73 who has not been given a notice under this section.

(16) A person who is liable to a secured party under a guarantee, endorsement, covenant, repurchase agreement or the like and who receives a transfer of collateral from the secured party or who is subrogated to the rights of the secured party has thereafter the rights and duties of the secured party, and the transfer of collateral is not a disposition of the collateral.

(17) The notice referred to in subsection (6) or (10) is not required where

SNWT 2003,c.5,Sch.G,s.2; SNWT 2018,c.15, s.17.

(1) In this section, "secured party" includes a receiver.

(2) Where a security agreement secures an indebtedness and the secured party has dealt with the collateral under section 57 or has disposed of it in accordance with section 59 or otherwise, any surplus shall, unless otherwise provided by law or by the agreement of all interested parties, be accounted for and paid, in the following order, to

but the priority of claim of any person referred to in paragraph (a), (b) or (c) is not prejudiced by payment to anyone under this section.

(3) The secured party shall give to a person referred to in subsection (2) a written accounting, within 30 days after receipt of a written request for such an accounting, of

(4) Where there is a question as to who is entitled to receive payment under subsection (2), the secured party may pay the surplus into the Supreme Court and the surplus shall not be paid out except on an application under section 66 by a person claiming an entitlement to it.

(5) Unless otherwise agreed or otherwise provided in this or any other Act, the debtor is liable to pay to the secured party any deficiency. SNWT 2003,c.5,Sch.G,s.2.

(1) After default by the debtor, the secured party may propose to take the collateral in satisfaction of the obligation secured by it, and shall give notice of the proposal to

(2) If any person, who is entitled to a notice under subsection (1) and whose interest in the collateral would be adversely affected by the proposal of the secured party, gives to the secured party a notice of objection within 15 days after the notice under subsection (1) is given, the secured party shall dispose of the collateral in accordance with section 59.

(3) If no notice of objection is given, the secured party is, at the expiration of the 15-day period or periods referred to in subsection (2), deemed to have irrevocably elected to take the collateral in satisfaction of the obligation secured by it, and is entitled to hold or dispose of the collateral free from all rights and interests of the debtor and any other person entitled to receive notice under

who has been given the notice and all obligations secured by such interests are deemed performed for the purposes of paragraphs 49(7)(a) and 50(3)(a).

(4) The notice required under subsection (1) may be given or delivered in accordance with section 68 or, if it is to be given or delivered to a person who has registered a financing statement, by email or registered mail addressed to the contact address of the person to whom it is to be given as it appears on the financing statement.

(5) The secured party may request that any person referred to in subsection (1), other than the debtor, furnish proof of the interest of that person and, unless the person furnishes proof not later than 10 days after the request of the secured party, the secured party may proceed as if no objection were received from the person.

(6) On application by a secured party, the Supreme Court may determine that an objection to the proposal of a secured party is ineffective on the ground that

(7) Where a secured party disposes of the collateral to a purchaser who acquires an interest in the collateral for value and in good faith and who takes possession of it, the purchaser acquires the collateral free from

whether or not the requirements of this section have been complied with by the secured party, and all obligations secured by the subordinate interest are deemed to be performed for the purposes of paragraphs 49(7)(a) and 50(3)(a).

(8) Subsection (7) does not apply so as to affect the rights of a person with a security interest deemed to be registered under section 73 who has not received a notice under this section. SNWT 2003, c.5, Sch.G, s.2; SNWT 2018,c.15,s.17; SNWT 2023,c.7,s.33(3).

(1) At any time before the secured party has disposed of the collateral or contracted for disposition under section 59 or before the secured party is deemed to have irrevocably elected to retain the collateral under section 61, any person entitled to receive a notice of disposition under subsection 59(6) or (10) may, unless that person otherwise agrees in writing after default, redeem the collateral by

(2) At any time before the secured party has disposed of the collateral or contracted for disposition under section 59 or before the secured party is deemed to have irrevocably elected to retain the collateral under section 61, the debtor, other than a guarantor or indemnitor, may, unless the debtor has otherwise agreed in writing after default, reinstate the security agreement by paying the sums actually in arrears, exclusive of the operation of an acceleration clause in the security agreement, and by curing any other default by reason of which the secured party intends to dispose of the collateral together with a sum equal to the reasonable expenses of seizing, repossessing, holding, repairing, processing and preparing the collateral for disposition if such expenses have actually been incurred by the secured party, and any other reasonable expenses incurred by the secured party in enforcing the security agreement.

(3) Unless otherwise agreed, the debtor is not entitled to reinstate a security agreement

(1) In this section, "secured party" includes a receiver.

(2) On application by a debtor, a creditor of a debtor, a secured party, a Sheriff or any person with an interest in the collateral, the Supreme Court may

(1) A security agreement may provide for the appointment of a receiver and, except as provided in this or any other Act, the rights and duties of the receiver.

(2) A receiver shall

(3) The debtor or, where the debtor is a corporation, a director of the debtor, or the authorized representative of the debtor, may, by a demand in writing delivered to the receiver, require the receiver to make available for inspection the records referred to in paragraph (2)(c) during regular business hours at the place of business of the receiver in the Northwest Territories.

(4) The debtor or, where the debtor is a corporation, a director of the debtor, a Sheriff or a person with an interest in the collateral in the custody or control of the receiver, or the authorized representative of the debtor, Sheriff or person, may, by a demand in writing delivered to the receiver, require the receiver to provide copies of the financial statements referred to in paragraph (2)(d) or the final account referred to in paragraph (2)(f) or to make them available for inspection during regular business hours at the place of business of the receiver in the Northwest Territories.

(5) The receiver shall comply with a demand referred to in subsection (3) or (4) not later than 10 days after the day the demand is received.

(6) The receiver may require the payment in advance of a fee in the amount prescribed for each demand, but the Sheriff and the debtor, or in the case of an incorporated debtor a director of the debtor, are entitled to inspect or to receive a copy of the financial statements and final account without charge.

(7) On application by an interested person, the Supreme Court may

(8) The powers referred to in subsection (7) and in section 63 are in addition to any other powers the Supreme Court may exercise in its jurisdiction over receivers.

(9) Unless the Supreme Court orders otherwise, a receiver is required to comply with sections 59 and 60 only when the receiver deals with collateral other than in the course of operating the business of a debtor. SNWT 1998,c.5,s.26(3); SNWT 2009, c.12,s.15(4); SNWT 2023,c.7,s.33(4).

(1) In this section, "secured party" includes a receiver.

(2) The principles of the common law, equity and the law merchant, except in so far as they are inconsistent with the provisions of this Act, supplement this Act and continue to apply.

(3) All rights, duties or obligations arising under a security agreement, this Act or any other law applicable under subsection (2) shall be exercised or discharged in good faith and in a commercially reasonable manner.

(4) A person does not act in bad faith merely because the person acts with knowledge of the interest of some other person.

(5) If a person fails, without reasonable excuse, to discharge any duty or obligation imposed on the person by this Act, the person to whom the duty or obligation is owed has a right to recover loss or damage that was reasonably foreseeable as liable to result from the failure.

(6) Where a secured party, without reasonable excuse, fails to comply with obligations set out in

the debtor or, in a case of non-compliance with subsection 43(12), section 49 or 50, the person named as debtor in a registration, is deemed to have suffered damages not less than the amount prescribed.

(7) In an action for a deficiency, the debtor may raise as a defence the failure on the part of the secured party to comply with obligations set out in section 17, 18, 59 or 60, but non-compliance limits the right to the deficiency only to the extent that it has affected the ability of the debtor to protect the interest of the debtor in the collateral or has made the accurate determination of the deficiency impracticable.

(8) Where a secured party fails to comply with obligations in section 17, 18, 59 or 60, the onus is on the secured party to show that the failure

(9) Except as otherwise provided in this Act, any provision in a security agreement or any other agreement that purports to exclude any duty or onus imposed by this Act or purports to limit the liability of or the amount of damages recoverable from a person who has failed to discharge any duty or obligation imposed by this Act is void.

(10) A person who causes the Registrar of a land titles office to amend or discharge a registration under subsection 49(9) or registers a financing change statement under subsection 50(5) and who is not authorized to do so by the secured party, section 49 or 50, the regulations or an order of the Supreme Court is liable to the secured party for loss or damage suffered by the secured party.

(1) On application of an interested person, the Supreme Court may

(2) An application under this Act may be made by originating notice unless it is further to proceedings that have been commenced.

(3) Where a provision of this Act providing for an application to the Supreme Court does not specify the persons to whom notice must be given, notice must be given to all persons whose rights may be affected unless the Court otherwise directs.

(4) An appeal lies to the Court of Appeal from an order, judgment or direction of the Supreme Court made under this Act.

(1) A notice or demand, other than a demand under section 18 or a copy of a financing statement or statement used by the Registry to confirm registration referred to in subsection 43(12), may be made, given or delivered

(2) A document referred to in subsection (1) that is sent by registered mail is deemed to be made, given or delivered on the earlier of

SNWT 2003,c.5,Sch.G,s.4; SNWT 2009,c.12, s.15(10); SNWT 2018,c.18,s.16.

(1) If there is a conflict between a provision of this Act and a provision of the Consumer Protection Act, the Cost of Credit Disclosure Act or a provision for the protection of consumers in any other Act, the provision of the Consumer Protection Act, Cost of Credit Disclosure Act or for the protection of consumers in the other Act prevails.

(2) Except as otherwise provided in this or any other Act, where there is a conflict between a provision of this Act and a provision of any Act other than those referred to in subsection (1), the provision of this Act prevails. SNWT 2011,c.23,s.55.

(1) A reference in any Act, regulation, agreement or document to the Assignment of Book Debts Act, the Bills of Sale Act, the Business Corporations Act, the Companies Act, the Conditional Sales Act or the Corporation Securities Registration Act that relates to a security interest is deemed to be a reference to this Act or to the corresponding provisions of this Act.

(2) A reference in any Act, regulation, agreement or document to a chattel mortgage, lien note, conditional sales contract, floating charge, pledge or assignment of book debts or to any other agreement which under this Act is a security agreement is deemed to be a reference to the corresponding kind of security agreement under this Act. SNWT 1999,c.5,Sch.C, s.7.

(1) The Commissioner, on the recommendation of the Minister, may make regulations

(2) Regulations made under this section may be in respect of different persons, transactions, classes of persons or classes of transactions. SNWT 1999, c.5, Sch.C,s.1(1)(c),(d),8; SNWT 2003, c.5, Sch.G, s.2,5.

(1) In this section and section 73, "prior law" means the law in force immediately before the coming into force of this Act on May 7, 2001.

(2) This Act applies

(3) Sections 10 and 11 do not apply to a security agreement referred to in paragraph (2)(b).

(4) The validity of a prior security interest is governed by prior law.

(5) The order of priorities

SNWT 2009,c.12,s.15(11).

(1) In this section, "prior registration law" means the Assignment of Book Debts Act, the Bills of Sale Act, the Business Corporations Act, the Conditional Sales Act and the Corporation Securities Registration Act as they existed immediately before the coming into force of this Act on May 7, 2001.

(2) Except as otherwise provided in this section, a registration or filing of a prior security interest that, on May 7, 2001, has not expired under a prior registration law is deemed to be a registration under this Act and the security interest is deemed to be perfected under this Act and, subject to this Act, the registration and perfected status of the security interest continues for the unexpired portion of the filing or registration, as the case may be, and may be further continued by registration under this Act if the security interest could have been perfected by registration if it had attached on or after that day.

(3) A bill of sale that does not evidence a mortgage of chattels and that, on May 7, 2001, is covered by a registration under the Bills of Sale Act is deemed to be registered in the Registry for the purposes of subsection 27(1.1) of the Sale of Goods Act and subsection 8(2) of the Factors Act and the registration ceases to be effective on May 7, 2004 unless it is continued by registration in the Registry before that day.

(4) A bill of sale in which the grantee is the Commissioner, on behalf of Her Majesty, is deemed to have been registered and any security interest that is created or provided for in the bill of sale is deemed to have been perfected under this Act and the registration and any perfected status cease to be effective on May 7, 2004, but may be further continued by registration under this Act if a security interest is created or provided for in the bill of sale and that security interest could have been perfected by registration if it had attached on or after May 7, 2001.

(5) A bill of sale in which the grantee is Her Majesty is deemed to have been registered under this Act and the registration ceases to be effective on May 7, 2004, but may be further continued by registration under this Act if a security interest is created or provided for in the bill of sale and that security interest could have been perfected by registration if it had attached on or after May 7, 2001.

(6) A prior security interest registered under the Business Corporations Act or the Corporation Securities Registration Act is deemed to have been registered and perfected under this Act and the registration and perfected status of the interest cease to be effective on May 7, 2004, but may be further continued by registration under this Act if the security interest could have been perfected by registration if it had attached on or after May 7, 2001.

(7) A prior security interest that under prior law had the status of a perfected security interest without filing or registration and without the secured party taking possession of the collateral is perfected under this Act as of the day the security interest was created and that perfection continues until May 7, 2004, after which day it becomes unperfected unless it is a security interest that could have been perfected under this Act if it had arisen on or after May 7, 2001 and it is otherwise perfected under this Act.

(8) For the purposes of this Act, a security interest was perfected under prior law when the secured party complied with the prior law with respect to the creation and continuation of the security interest and the security interest has the status, in relation to the interest of other secured parties, buyers, judgment creditors or a trustee in bankruptcy of the debtor, similar to that of an equivalent security interest created and perfected under this Act.

(9) A prior security interest in the form of an assignment of accounts of an existing or future debt to which the Assignment of Book Debts Act did not apply

and that perfection continues until May 7, 2004, after which it becomes unperfected unless it is otherwise perfected under this Act.

(10) A prior security interest that, before May 7, 2001, could have been, but was not, filed or registered under prior registration law or perfected under prior law through possession of the collateral by the secured party may, if it is a security interest that could have been perfected by registration or possession under this Act if it had arisen on or after that day, be perfected by registration or possession in accordance with this Act.

(11) A prior security interest that, under this Act, may be perfected by the secured party taking possession of the collateral is perfected for the purposes of this Act when possession of the collateral is taken as described in section 24, whether the possession was taken before, on or after May 7, 2001 and notwithstanding that under prior law the security interest could not be perfected by taking possession of the collateral.

(12) A prior security interest that, on May 7, 2001, was covered by an unexpired filing or registration under prior registration law and that would have been perfected under this Act without registration or the secured party taking possession of the collateral if it had arisen on or after that day, remains perfected under this Act.

(13) A prior security interest that, on May 7, 2001, could have been, but was not, covered by a filing or registration under prior registration law and that, under this Act, may be perfected without registration or the secured party taking possession of the collateral, is perfected under this Act if all of the conditions for perfection of such a security interest are met.

(14) Where the perfection of a prior security interest that is deemed registered or perfected under this section is continued by registration under this Act, the registration under this Act

(15) Notwithstanding the repeal on May 7, 2001 of the Assignment of Book Debts Act, the Bills of Sale Act, sections 93.1 to 93.8 of the Business Corporations Act, the Conditional Sales Act and the Corporation Securities Registration Act, those Acts and sections continue in force, as if they had not been repealed, to the extent necessary to give effect to this section and section 72. SNWT 1999,c.5,Sch.C,s.9; SNWT 2009,c.12,s.15(12).

(1) The provisions of the Securities Transfer Act, including amendments made to this Act by section 107 of that Act, do not affect an action or proceeding commenced before the coming into force of this section.

(2) No further action is required to continue perfection of a security interest in a security, if

(3) A security interest in a security remains perfected for a period of four months after the coming into force of this section, and continues to be perfected after that four-month period, where appropriate action to perfect the security interest under this Act is taken within that period, if

(4) A financing statement or financing change statement may be registered within the four-month period referred to in subsection (3) to continue that perfection or after that four-month period to perfect the security interest, if