Shinsho Am. Corp. v. TransPecos Banks, SSB concluded that TransPecos Banks authorized HyQuality to sell its inventory, including the steel at issue, free of TransPecos’s security interest as allowed by section 9.315 of the UCC. This decision was based on the understanding between TransPecos and HyQuality that selling inventory was essential for HyQuality’s business operations, and that the proceeds from these sales would not be used to repay TransPecos’s loans directly. The proceeds were intended to be reinvested into the business, a practice TransPecos encouraged to avoid violating SBA rules and to support HyQuality’s ongoing operations. No. 23-20520 (Aug. 19, 2024).

UCC section 9.404(a)(2) say that “the rights of an assignee are subject to . . . any other defense or claim of the account debtor against the assignor that accrues before the account debtor receives a notification of the assignment authenticated by the assignor or the assignee.” Applying this provision, the Fifth Circuit held: “Filing a financing statement does not provide actual notice. Without an inquiry duty, [debtor]’s failure to find the financing statement is not ‘actual notice.’ Because the facts presented do not support the conclusion of actual notice, the district court should have granted judgment in favor of [debtor].” Finserv Casualty Co. v. Symetra Life Ins. Co., No. 18-20245 (Oct. 29, 2019). The Court acknowledged that a sufficient factual record could establish actual notice, but found that this one did not do so: “Although [debtor] knew that the payments might be assigned, and even if it knew that such payments were routinely assigned in the structured-settlement industry, it could not have had more than a suspicion that the payments had in fact been assigned.”