The PPSA generally governs consensual security interests in personal property and provides a uniform framework for secured lending and credit transactions. It commonly applies to collateral such as inventory, equipment, receivables, proceeds, assigned debts, and other movable business assets. It also contains rules dealing with fixtures, accessions, commingled goods, and certain real-property-adjacent interests such as assignments of rents or mortgage debt, while recognizing that some priorities may also arise under other statutes or outside the PPSA itself.

The Act distinguishes between the creation of a security interest as between the parties and the protection of that interest against third parties. In PPSA terms, enforceability between creditor and debtor is commonly described as attachment, while protection against third parties is commonly described as perfection. In many cases, perfection is achieved through proper registration, though possession or control may also matter depending on the collateral.

A security interest is only as useful as the steps taken to protect it. A creditor may believe it is secured, but if the agreement is poorly drafted, the financing statement is inaccurate, the wrong debtor name is used, or the registration is late or defective, priority can be lost. The PPSA is especially important in insolvency, bankruptcy, receivership, default enforcement, and disputes between competing creditors.

Perfection is often the difference between meaningful recovery and unsecured loss. The PPSA expressly provides that an unperfected security interest may be subordinate to perfected secured creditors, lien claimants, sheriffs acting under seizure process, and insolvency representatives such as trustees in bankruptcy.

We assist clients with the drafting, review, and registration of security documents designed to properly create and perfect PPSA interests. This includes general security agreements, equipment security agreements, inventory security agreements, assignment-based security, and related supporting documents. We also advise on registration timing, amendments, renewals, transfers, and discharges. The PPSA framework places significant importance on proper registration and on maintaining registrations over time.

Our services include:

• drafting and reviewing financing structures and security agreements

• preparing and filing financing statements

• advising on perfection by registration, possession, or control where applicable

• correcting defective registrations

• renewals, amendments, assignments, and discharges

• debtor name review and registry search strategy for both individuals and businesses

When default occurs, secured creditors may have powerful remedies. Depending on the facts and the governing documents, a secured party may be able to sue for arrears, take possession of collateral, retain collateral, dispose of collateral, or in appropriate cases appoint a receiver or receiver-manager. Ontario PPSA enforcement is highly technical, and missteps can expose a secured party to challenge, delay, or damages.

We assist with:

• enforcement planning after default

• demand letters and default strategy

• seizure, recovery, and possession issues

• notices of sale and notices of intention to retain collateral

• private sale and disposition strategy

• deficiency and surplus issues

• receivership-related advice and court relief where necessary

One of the most litigated areas of PPSA law is priority. Even a valid security interest can lose value if another creditor has priority in the same collateral. Priority disputes frequently arise between banks, private lenders, equipment financiers, inventory suppliers, landlords, lien claimants, judgment creditors, and insolvency representatives. The PPSA also contains special priority rules for purchase-money security interests (PMSIs), which can allow qualifying suppliers or financiers to obtain priority over earlier blanket security.

We advise on:

• competing secured creditor disputes

• PMSI registration and notice strategy

• priority opinions for financing transactions

• review of proceeds, fixtures, accessions, and commingled goods issues

• legal opinions for lenders, investors, and private creditors

Not every PPSA matter can be resolved through registration or informal demand. Some disputes require urgent court intervention, injunctions, declaratory relief, recovery motions, or litigation over seizure, priority, entitlement to proceeds, or wrongful enforcement conduct. The PPSA also preserves access to broader legal and equitable remedies through court application where appropriate.

We represent clients in disputes involving:

• wrongful seizure or improper enforcement

• contested repossession or sale of collateral

• fraudulent or misleading secured transactions

• priority and subordination disputes

• debtor challenges to registration or enforcement

• creditor remedies tied to insolvency and debt recovery strategy

Clients commonly retain us in matters such as:

• A lender financing an equipment purchase wants to ensure its interest is properly documented and perfected before funds are advanced.

• A supplier selling inventory on credit wants to register a PMSI to preserve priority over a bank holding a general security agreement.

• A private lender or investor advancing funds to a corporation wants to secure repayment with a general security agreement over business assets.

• A creditor wants to search the PPSA registry before lending to determine whether another secured party has already registered against the debtor.

• A secured party needs to enforce against collateral after default and wants to know whether to seize, sue, negotiate, or sell.

• A debtor discovers that a PPSA registration has been made improperly, inaccurately, or without legal basis and needs advice on discharge or litigation.

• A buyer, purchaser, or investor wants to assess whether assets are being acquired free and clear or subject to existing security interests.

PMSIs are one of the most important concepts in Ontario PPSA law. In the right circumstances, a PMSI can give a supplier or financier priority over a creditor who registered earlier. This is particularly important in inventory finance and equipment finance. Inventory PMSIs involve special timing and notice considerations, while equipment PMSIs are treated differently. Proper structuring and timing are critical. A delay in registration or a failure to give required notice can destroy the priority the creditor expected to have.

Registry searches are a key part of PPSA practice. Before lending, purchasing assets, or accepting collateral, it is often essential to conduct proper PPSA searches using the correct debtor name. Name accuracy matters. For individuals, search strategy may differ depending on whether the search is specific or non-specific. For businesses, the correct legal name of the debtor is essential, and similar-name issues can also matter. Search errors can create avoidable risk and future litigation.

The PPSA does not only protect secured creditors. It also gives debtors and other interested parties significant rights. Depending on the circumstances, these may include the right to a statement of account, the right to defend an arrears claim on the merits, the right to notice of sale, the right to an accounting and surplus, the right to redeem or reinstate, and the right to challenge abusive conduct by a secured party in possession. These rights are often time-sensitive and should be assessed immediately once enforcement begins.

We advise a wide range of Ontario clients on PPSA matters, including:

• banks and private lenders

• suppliers and wholesalers

• manufacturers and distributors

• vehicle and equipment financiers

• commercial landlords and business owners

• investors and shareholder-creditors

• contractors and service providers extending credit

• small businesses, corporations, and owner-operators

• individuals advancing secured loans or facing enforcement against personal assets

PPSA issues arise across industries wherever credit is extended and personal property is used as collateral. That includes retail, transportation, logistics, construction, automotive, equipment rental, franchise operations, professional services, inventory-based businesses, and asset-backed lending transactions.