How does a buyer not in the ordinary course of business typically acquire goods?

A buyer not in the ordinary course of business typically acquires goods subject to any perfected security interests. This concept arises from the fundamental principles of secured transactions, particularly UCC Article 9, which governs the rights of secured parties and the protection afforded to buyers.

When a buyer is not in the ordinary course of business—meaning the buyer is not a typical purchaser or is buying outside of the seller's normal operations—they do not receive the same protections as a buyer in the ordinary course. Specifically, they take the goods subject to any already perfected security interests. This means that if there are secured parties who have filed financing statements or otherwise perfected their security interest in the goods, those interests remain attached to the goods even after the sale.

This understanding is crucial in secured transactions law as it helps protect the interests of creditors and ensures that buyers are aware of existing claims against the goods they are acquiring. In short, a buyer not in the ordinary course of business must navigate the existing landscape of security interests and cannot ignore them—hence, they take the goods subject to any arrangements that have been made by the seller.