What is the first-to-register rule under Ontario's PPSA and when does it not apply?
Ontario's Personal Property Security Act generally resolves priority disputes between competing security interests in the same collateral by looking at who registered first — the secured party that registered a financing statement earliest generally has priority over one that registered later, regardless of which loan was made first in time.
This general rule has meaningful exceptions. A purchase-money security interest that meets specific registration and, for some collateral, notice requirements can gain super-priority over an earlier-registered general security interest in the same collateral. Perfection by possession or control, available for certain collateral types like money, instruments, or securities held through an intermediary, can also produce a different priority outcome than registration timing alone would suggest. Buyers who purchase goods in the ordinary course of the seller's business can, in some circumstances, take free of an existing security interest even though it was registered first. Because these exceptions can significantly change the practical priority outcome, lenders shouldn't assume that registering first is automatically the end of the analysis — the type of collateral and the nature of competing claims both matter.
Key takeaways
- Priority between competing security interests generally runs by order of registration
- A properly qualifying PMSI is a key exception that can outrank an earlier registration
- Perfection by possession or control can also alter the outcome for some collateral
- Buyers in the ordinary course of business can sometimes take free of existing security