Also known as: general intangibles · UCC §9-102(a)(42)
Written by attorneys · grounded in primary & secondary sources — see below
A residual category of personal property that includes things in action. The category covers all personal property other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. The category expressly includes controllable electronic records, payment intangibles, and software.
Gavin Grant granted a nonexclusive license in custom software to Glacier Energy in exchange for quarterly payments. Glacier Energy became obligated to make those payments under the license agreement. When Gavin Grant later granted a security interest in the license rights, the obligation to pay qualified Glacier Energy as an account debtor on the general intangible.
Gwen Gallagher assigned her patent rights and related royalty streams to Golden Gate Logistics as collateral for a loan. The patent rights and royalties constituted personal property that did not fit any other defined collateral category. Golden Gate Logistics therefore treated the rights as general intangibles when perfecting its security interest by filing.
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General intangibles serve as the residual category for personal property collateral. They include intellectual property rights, license rights, and payment streams that do not qualify as accounts or instruments. The category also expressly reaches payment intangibles, software, and controllable electronic records.
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An account debtor is the person obligated on an account, chattel paper, or general intangible. The definition excludes persons obligated on negotiable instruments even when the instrument evidences chattel paper. This distinction determines which parties receive notifications and which enforcement rules apply under Article 9.
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A licensee in ordinary course takes its rights free of a security interest created by the licensor even if the interest is perfected. A licensee who gives value without knowledge of the security interest and before perfection also takes free under the general priority rules. These protections encourage ordinary-course licensing transactions.
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