three questions for business law

1  LLoyd borrow money from collin. In exchange  for the loan , LLoyd orally offers Collin a security interest in his boat. The nexrt day lloyd offer matilda a signed written security interest in the same boat in exchange for a loan. Neither Lloyd or collin properly   perfect the security interest. Lloyd defult on both loan who will get the boat?

2 Ethan and Lee enter a shipment agreement in which Ethan agree to sell Lee exercise equiptment. The term of agreement are deliver by a certin carrier. In the process of delivery there was an accident. who will bare the the risk of loss and why?.

3 Marsha  a california citzen made an accident with another driver Jan  from california. marsha has bills and want to sue Jan for $50,000 should she filed in Fedral court or state court and why?