## Q80 key (Purchase-Money Priority Fight)

1. Both Precision interests attached through value, debtor rights, and authenticated descriptions. Precision perfected equipment on May 21 and inventory on June 9; filing before inventory attachment is permitted. Missed: a valid interest is denied because one filing preceded receipt.
2. The equipment filing was within 20 calendar days after May 2 possession. May 21 is day 19 after the receipt date, so Precision's equipment purchase-money security interest has super-priority over Atlas up to the $620,000 unpaid purchase-money debt. Missed: Atlas's earlier blanket filing is treated as absolute or the grace period is miscounted.
3. Allocate the $650,000 CNC proceeds: Precision receives $620,000 and Atlas receives the $30,000 surplus. Precision's equipment debt is paid in full. Missed: Precision claims the down payment or Atlas receives value ahead of the timely purchase-money interest.
4. Inventory super-priority fails because both perfection and authenticated notice had to occur before June 10 receipt. Filing on June 9 satisfies one condition; notice received June 11 fails the other and does not relate back. Missed: the two inventory conditions are collapsed or late notice is cured retroactively.
5. Atlas therefore has first priority in the 30 remaining units and the $260,000 identifiable proceeds under its January filing. The June 11 notice could protect later shipments, but none occurred. Missed: Precision claims proceeds through a super-priority it never obtained.
6. Collateral allocation: Atlas receives $30,000 equipment surplus + $750,000 inventory + $260,000 cash, totaling $1,040,000. Its secured debt falls from $1,800,000 to $760,000. Precision receives $620,000 on equipment, leaving no equipment balance, and receives nothing on its $900,000 inventory debt, which is unsecured as against this collateral. Missed: total proceeds or remaining balances do not reconcile.
7. Litigate for the equipment proceeds and concede Atlas's priority in existing inventory and proceeds while preserving any contract claim against ForgeSpan. For future inventory, file and deliver authenticated notice to every conflicting filed inventory lender before the debtor receives goods. Missed: overclaiming the lost inventory position jeopardizes the fully winning equipment position or repeats the notice failure.