Canada: Saskatchewan's PPSA Amendments: Changes To The Rules For Serial Number Goods

Late in 2018, the Saskatchewan Legislature introduced Bill 151, which amends The Personal Property Security Act, 1993 (Saskatchewan) (the PPSA).  To inform you about the upcoming changes and how they may impact you, our  Saskatchewan Financial Services team have been tracking the progress of Bill 151 and have brought you a number of posts that discuss the amendments.

To follow our posts, you need only to go to one place, this Financial Services & Insolvency Communiqué, which includes broad descriptions of various aspects of the amendments and links to all of our posts covering many of the amendments in detail – we have been updating it with new links and status reports on the progress of Bill 151 on an ongoing basis.

Bill 151 was passed into law on March 12, 2019. It awaits Royal Assent and a date to be set for it to come into force.

This post will explain the changes in Bill 151 concerning serial number goods.  The amendments fall into several categories.

Treatment of Consumer Goods vs Equipment

Until now the PPSA has distinguished between the requirements for registration for serial number goods held as "consumer goods" and those held as "equipment".

The current rules (pending Bill 151 coming into force) are that for serial number goods that are consumer goods, failure to register by serial number at the Personal Property Registry (PPR) invalidates the registration, thereby rendering the security interest unperfected. The result is loss of priority against perfected secured creditors, buyers/lessors, trustees in bankruptcy and judgment creditors.

Conversely, secured parties in respect of serial number goods held as equipment have had an option to register against the debtor's name only, as a failure to register by serial number would cause a secured party to lose priority only to other secured creditors who do register by serial number or to a bona fide purchaser/lessor.  That registration against the debtor's name only would still provide priority over a non-bona fide buyer/lessor, a trustee in bankruptcy, and judgment creditors.

There are secured parties who decide to accept the risks of registration by debtor name only, particularly where financing large fleets of equipment or vehicles which will turn over in relatively brief cycles. They do so to reduce the administrative burden of managing the serial number registrations, in the hopes that the losses to other secured creditors and bona fide purchasers will be minimal.

Bill 151 amends sections 30(6) and (7), 35(4) and 43(7) of the PPSA so that consumer goods will be receive substantially the same treatment as serial number goods held as equipment.  Specifically:

  • the buyer/lessor priority rule in Section 30(6), which is discussed in greater depth below in this post, is amended to apply to both consumer goods and equipment as opposed to solely equipment; and
  • the perfection rules contained in Section 35(4) regarding equipment would likewise be amended to also apply to consumer goods.

We do not expect this to affect the practices of most secured parties.  The considerations that lead some secured parties to omit serial numbers with respect to goods held as equipment would not apply to consumer goods where an individual debtor usually purchases one vehicle at a time.  Serial number registration will continue to be crucial with respect to vehicles held as consumer goods.

Buyer/Lessor Priority Rule

Under the existing section 30(6) of the PPSA a buyer or lessor of serial number goods held as equipment would take an interest in the goods free of a registered security interest where:

  • the goods are bought or leased without knowledge of the existing security interest; and
  • the security interest was not described by serial number in the registration.

In addition to the amendment to provide the same treatment to both equipment and consumer goods, Bill 151 eliminates the "knowledge of the security existing security interest" element.  If a debtor sells serial number goods that the secured party has not registered by serial number, the purchaser will be able to take free of the security interest even if he or she is aware of it.

Serial Number Must Appear in Specified Field of Registration

Although not specifically stated in the PPSA or its regulations, it has been generally accepted that the serial number needed to be inserted into the field specified for serial numbered goods, and that including a serial number only in the general collateral description would leave the registrant at serious risk of an invalid registration or loss of priority.

Bill 151 adds an express rule that a registration needs to describe the serial number in the field of the registration specified for serial numbered goods to achieve perfection of the security interest.

Elimination of the "Seriously Misleading Error" Rule and Registrations Appearing as Inexact Matches in a PPR Search

The PPSA currently provides that a registration is invalid if there is a "seriously misleading defect, irregularity, omission or error" in the name of the debtor or, as applicable, the serial number.  Under the current provisions, most practitioners would likely expect that if a registration is disclosed by a search on the correct name, it would clear the "serious misleading" threshold and not be treated as an error.

Saskatchewan appears to have a robust system for producing inexact matches in our search results.  In our experience, a search at Saskatchewan's PPR will be more likely to generate inexact matches that are not very close to the search parameters than to miss close matches that one would intuitively expect to be caught.

That contrasts with disputes that we have seen from other provinces where it sometimes seems that relatively close variations of names do not show up on searches as inexact matches.1

Bill 151 replaces section 43(7), which contains the "seriously misleading" formulation, with provisions similar to what is currently used by Yukon and several of the Atlantic provinces.  Under the new provisions, a registration will be invalid if it is not disclosed by a search of the correct name or serial number, as applicable.

Further, Bill 151 introduces a rule in section 43(7.2) that the fact that a result shows up as an inexact match does not automatically cause an erroneous registration to be valid.  This amendment seems likely to produce more litigation around the validity of registrations.

Secured parties will need to be vigilant to ensure that their registrations correctly set forth debtor names and serial numbers – no secured creditor will wish to be caught up in a test case about when an erroneous registration that shows as an inexact match will be invalid pursuant to section 43(7.2).


1  For example, see Toyota Credit Canada Inc. v. MNP Ltd., 2018 MBQB 57. Toyota Credit Canada Inc. had financed the purchase of a vehicle by the debtor and registered against the name "R Argentina Gonzalez".  The legal name of the debtor on her citizenship documents was "Rosa Argentina Gonzalez".  A search against the name of Rosa Argentina Gonzalez did not disclose a similar match.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions