The drafters of Article 9 wanted to make this point clear to overcome the decision of a 1993 Circuit Court opinion to the contrary.  In Octagon Gas Systems, Inc. v. Rimmer, 995 F.2d 948 (10th Cir. 1993), the court concluded (erroneously in the view of most observers) that application of Article 9 to the outright sale of accounts meant that the estate of a debtor in bankruptcy included accounts that the debtor had previously transferred to another by outright sale.  Revised Article 9 makes clear that while Article 9 applies to the outright sale of receivables for purposes of giving constructive notice of the sale, Article 9 does not reserve an ownership interest to the seller of the receivables.  Hence, the bankruptcy estate of a seller of receivables who is a debtor in bankruptcy does not include the receivables sold.     

     But the drafters also make clear that in the case of an outright sale of a receivable in which the purchaser fails to perfect according to the provisions of Article 9, the seller of the receivable is deemed to have the rights and title that it has previously sold for purposes of conveying rights to others that could take priority over the unperfected purchaser.  U.C.C. 9-318(b).