Chapter 9A Uniform Commercial Code - Secured Transactions
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United States
Finance Handbook 2011 Country Q&A United States George E Zobitz, Paul H Zumbro and Christopher J Kelly www.practicallaw.com/9-501-2871 Cravath, Swaine & Moore LLP OVERVIEW OF THE LENDING MARKET In a minority of states, however, a mortgage transfers title to the lender until the secured obligations are met. 1. Please give a brief overview of the main trends and important Deeds of trust. A deed of trust is a variant of the mortgage and developments in the lending market in your jurisdiction in is used in many states in its place. It usually involves a convey- the last 12 months. ance of the real property by the borrower to a third party, who holds it in trust for the lender as security for the debt. The US loan market has experienced some volatility over the past Leasehold mortgages/leasehold deeds of trust. A leasehold 12 months, being marked by rapid swings in market demand for mortgage or deed of trust enables a lender to take a security in- new loans. At the beginning of 2010, much of the loan market ac- terest in the borrower’s interest as a tenant under a lease. Upon tivity focused on extending the maturity of existing loan facilities an event of default, the lender can foreclose on its leasehold through amend and extend transactions, as few investors were mortgage and become the tenant under the lease, or transfer the willing to make new money loans. As the year has progressed, tenancy to another entity. Leases often prohibit such mortgages new syndicated loan financings have become more prevalent, in- or deeds of trust, or require the landlord’s consent. -
Secured Financing and Priorities Among Creditors*
Secured Financing and Priorities Among Creditors* Thomas H. Jacksont and Anthony T. Kronmant One of the principal advantages of a secured transaction is the protection it provides against the claims of competing creditors. A creditor asserting a security interest in his debtor's property is likely to find himself in competition with a wide assortment of other claimants. For example, his security interest may be challenged by another creditor with a consensual security interest, by a creditor with a judgment or execution lien, by a creditor claiming a right to the collateral under some general statutory entitlement such as a repair- man's lien, by a seller to or a buyer from the debtor, or by the debtor's trustee in bankruptcy. To a considerable extent, the value of a security interest depends upon the degree to which it insulates the secured party from the claims of the debtor's other creditors.1 Article 9 of the Uniform Commercial Code contains detailed rules for resolving conflicts between secured creditors and various third parties-rules that tell the secured party what he must do in order to prevent his security interest from being overridden by a competing claimant, or, conversely, what a competitor must do in order to cir- cumvent an existing security interest in the debtor's property. These rules are called "priority" rules since it is their function to determine * The authors wish to thank Bruce Ackerman, Paul Bator, Ven Countryman, Alvin Klevorick, James Krier, William Landes, Richard Posner, George Priest, Kenneth Scott, Alan Schwartz, and the participants at the Law and Economics Workshops at the State University of New York at Buffalo and the University of Chicago for their helpful com- ments on an earlier draft of this article. -
Transplanting Secured Transactions Law: Trapped in the Civil Code for Emerging Economy Countries
NORTH CAROLINA JOURNAL OF INTERNATIONAL LAW Volume 40 Number 1 Article 1 Fall 2014 Transplanting Secured Transactions Law: Trapped in the Civil Code for Emerging Economy Countries Xuan-Thao Nguyen Bich Thao Nguyen Follow this and additional works at: https://scholarship.law.unc.edu/ncilj Recommended Citation Xuan-Thao Nguyen & Bich T. Nguyen, Transplanting Secured Transactions Law: Trapped in the Civil Code for Emerging Economy Countries, 40 N.C. J. INT'L L. 1 (2014). Available at: https://scholarship.law.unc.edu/ncilj/vol40/iss1/1 This Article is brought to you for free and open access by Carolina Law Scholarship Repository. It has been accepted for inclusion in North Carolina Journal of International Law by an authorized editor of Carolina Law Scholarship Repository. For more information, please contact [email protected]. Transplanting Secured Transactions Law: Trapped in the Civil Code for Emerging Economy Countries Cover Page Footnote International Law; Commercial Law; Law This article is available in North Carolina Journal of International Law: https://scholarship.law.unc.edu/ncilj/vol40/ iss1/1 Transplanting Secured Transactions Law: Trapped in the Civil Code for Emerging Economy Countries Xuan-Thao Nguyent and Bich Thao Nguyen" I. Introduction ................................. 2 II. An Overview of The International Best Practices in Secured Transactions .......................... 7 III. The Desire For A Comprehensive Civil Code In The 2 1 Century. ........................... ..... 17 IV. The Placement Of Secured Transactions Law Within The Civil Code ................................. 22 V. The Antiquated Opaque Law....................24 A. Antiquated Secured Transactions Law ...... ..... 24 B. Opaque, Inconsistent and Contradictory Secured Transactions Law.........................29 VI. The Incomplete Law: Missing Property Collateral, Perfection, Priority and Remedies .......... -
Secured Comsumer Goods Transactions Under New York Law and the Uniform Commercial Code
Buffalo Law Review Volume 2 Number 2 Article 11 4-1-1953 Secured Comsumer Goods Transactions under New York Law and the Uniform Commercial Code Sheldon Hurwitz Ralph L. Halpern Robert S. Gottesman Follow this and additional works at: https://digitalcommons.law.buffalo.edu/buffalolawreview Part of the Commercial Law Commons Recommended Citation Sheldon Hurwitz, Ralph L. Halpern & Robert S. Gottesman, Secured Comsumer Goods Transactions under New York Law and the Uniform Commercial Code, 2 Buff. L. Rev. 297 (1953). Available at: https://digitalcommons.law.buffalo.edu/buffalolawreview/vol2/iss2/11 This Comment is brought to you for free and open access by the Law Journals at Digital Commons @ University at Buffalo School of Law. It has been accepted for inclusion in Buffalo Law Review by an authorized editor of Digital Commons @ University at Buffalo School of Law. For more information, please contact [email protected]. SECURED CONSUMER GOODS TRANSACTIONS UNDER NEW YORK LAW AND THE UNIFORM COMMERCIAL CODE Introduction At the outset it seems appropriate to quote from a reporter' of the Secured Transaction Article 2 of the Uniform Commercial Code.' "No other Article of the Code proposes so radical a de- parture from prior law .... (I)t proposes to integrate, under a single system of legal propositions and a single system of ter- minology, the entire range of transactions in which money debts are secured by personal property. '4 Under present N-ew York law, the rights and duties of the parties depend on whether the form of the transaction is a conditional sale or a chattel mortgage -on whether the secured party has retained title or conveyed title.' The Code proposes a single set of rules based on the sub- stance of the transaction. -
Bewitched, Bothered and Bewildered: the Courts and Revised Article 9 of the Uniform Commercial Code Ten Years Later
DePaul Business and Commercial Law Journal Volume 9 Issue 2 Winter 2011 Article 2 Bewitched, Bothered and Bewildered: The Courts and Revised Article 9 of the Uniform Commercial Code Ten Years Later Margit Livingston Follow this and additional works at: https://via.library.depaul.edu/bclj Recommended Citation Margit Livingston, Bewitched, Bothered and Bewildered: The Courts and Revised Article 9 of the Uniform Commercial Code Ten Years Later, 9 DePaul Bus. & Com. L.J. 169 (2011) Available at: https://via.library.depaul.edu/bclj/vol9/iss2/2 This Article is brought to you for free and open access by the College of Law at Via Sapientiae. It has been accepted for inclusion in DePaul Business and Commercial Law Journal by an authorized editor of Via Sapientiae. For more information, please contact [email protected]. Bewitched, Bothered and Bewildered:* The Courts and Revised Article 9 of the Uniform Commercial Code Ten Years Later Margit Livingston** Almost a decade has elapsed since the last major revision of Arti- cle 9 (Secured Transactions) of the Uniform Commercial Code ("U.C.C.") went into effect in most states. Article 9, perhaps because of its sheer complexity, has been the most frequently litigated and the most frequently revised of all the U.C.C. articles. The drafters hoped that the 2001 revision would modernize Article 9 to fit a changing economic landscape and would resolve some vexing issues that had befuddled courts interpreting the old law. Now, almost ten years later, the case law reveals that despite the many improvements in the 2001 revision, Article 9 still perplexes the courts in various ways. -
Article 9 of the Uniform Commercial Code As It Relates to Secured Transactions in Which the Collateral Is Consumer Goods Or Equipment Jerrold L
Nebraska Law Review Volume 43 | Issue 4 Article 9 1964 Article 9 of the Uniform Commercial Code as It Relates to Secured Transactions in Which the Collateral Is Consumer Goods or Equipment Jerrold L. Strasheim United States Bankruptcy Court, District of Nebraska Follow this and additional works at: https://digitalcommons.unl.edu/nlr Recommended Citation Jerrold L. Strasheim, Article 9 of the Uniform Commercial Code as It Relates to Secured Transactions in Which the Collateral Is Consumer Goods or Equipment, 43 Neb. L. Rev. 826 (1964) Available at: https://digitalcommons.unl.edu/nlr/vol43/iss4/9 This Article is brought to you for free and open access by the Law, College of at DigitalCommons@University of Nebraska - Lincoln. It has been accepted for inclusion in Nebraska Law Review by an authorized administrator of DigitalCommons@University of Nebraska - Lincoln. ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS IT RELATES TO SECURED TRANSACTIONS IN WHICH THE COLLATERAL IS CONSUMER GOODS OR EQUIPMENT Jerrold L. Strasheim* The Uniform Commercial Code' becomes operative in Nebraska at midnight on September 1, 1965.2 From that time, Article 9 of the Code-the Article on Secured Transactions-will regulate, re- gardless of its form, practically any transaction within the jurisdic- tion of the State in which the intention is to create a security in- terest in personal property or fixtures.3 The term "security interest" 4 is defined in the Code as follows: 'Security interest' means an interest in personal property or fixtures which secures payment or performance of an obligation. The retention or reservation of title by a seller of goods notwith- standing shipment or delivery to the buyer (Section 2-401) is limited in effect to a reservation of a 'security interest.' The term also includes any interest of a buyer of accounts, chattel paper, or contract rights which is subject to article 9. -
Revised Article 9: What Banks Need to Know
As appeared in the February 2001 issue of The Banking Law Journal. REVISED ARTICLE 9: WHAT BANKS NEED TO KNOW By Mark J. Volow and C. Mark Laskay Akin, Gump, Strauss, Hauer & Feld, L.L.P. In this article, the authors suggest a practical approach for secured lenders and other parties involved with secured transactions to prepare themselves for the new regime contained in Revised Article 9 of the Uniform Commercial Code. As no doubt many are aware, in 1998 the American Law Institute and the National Conference of Commissioners on Uniform State Laws approved a fairly comprehensive set of revisions to Article 9 of the Uniform Commercial Code (Secured Transactions), which was produced by the Article 9 Drafting Committee appointed and sponsored by such organizations. For purposes hereof, the uniform version of the Article 9 (1972 text, as amended) that is currently in force in most states shall be referred to as “Current Art. 9,” Current Art. 9, together with any applicable statutes (other than Current Art. 9) and case law governing secured transactions excluded from Current Art. 9, shall be referred to as “Present Law,” and Article 9 as revised by the Article 9 Drafting Committee shall be referred to as “Revised Art. 9.” References to statutory sections are to the sections of Revised Art. 9, unless otherwise specified. The changes brought about by Revised Art. 9 are, among other things, intended to accommodate new forms of business, transactions and technology (including electronically- based documentation) that have developed over the years since the last set of comprehensive revisions which led to the promulgation of Current Art. -
Secured Transactions, Collateral Registries and Movable Asset-Based Financing
1 Public Disclosure Authorized Public Disclosure Authorized Public Disclosure Authorized Secured Transactions, Collateral Registries and Movable Asset-Based Financing Knowledge Guide Public Disclosure Authorized November, 2019 2 Secured Transactions, Collateral Registries and Movable Asset-Based Financing. November, 2019 ACKNOWLEDGMENTS The publication of this Knowledge Guide was made possible due to the generous support of the Swiss State Secretariat for Economic Affairs (SECO). The preparation of the Knowledge Guide was led by the Secured Transactions and Collateral Registries Team (Murat Sultanov, John M. Wilson, Elaine MacEach- ern, Luz Maria Salamina and Pratibha Chhabra) within the World Bank, under the guidance of Mahesh Uttamchandani. The primary technical content of the knowledge guide was developed by Doctor Marek Dubovec (Kozolchyk National Law Center), with support from Professor Giuliano G. Castellano (University of Hong Kong and the Asian Institute of International Financial Law). Special thanks to Chikezie Anachu and Simon Stanley of Natlaw for their contributions to this report. The authors are indebted to the following peer reviewers for their excellent sug- gestions and thoughtful contributions to improve the content of the Knowledge Guide: Jae Sung Lee (United Nations Commission on International Trade Law) Jelena Madir, Catherine Bridge, and Ammar Al-Saleh (European Bank for Recon- struction and Development) Maria Magdalena (Maika) Chiquier and Lina Sun Kee (World Bank Group) 3 Table of contents Introduction: Purpose and Use of Knowledge Guide ..............................................................................01 Chapter 1: Economic Rationale and Aspects of Secured Transactions .....................................02 A. Access to Finance: Crucial, but Major Constraint for Private Sector Growth .............................................02 B. Inadequate Collateral as a Top Impediment in Access to Finance ...................................................................03 C. -
Article 9 of the Uniform Commercial Code As It Relates to Secured Transactions in Which the Collateral Is Consumer Goods Or Equipment Jerrold L
View metadata, citation and similar papers at core.ac.uk brought to you by CORE provided by DigitalCommons@University of Nebraska Nebraska Law Review Volume 43 | Issue 4 Article 9 1964 Article 9 of the Uniform Commercial Code as It Relates to Secured Transactions in Which the Collateral Is Consumer Goods or Equipment Jerrold L. Strasheim United States Bankruptcy Court, District of Nebraska Follow this and additional works at: https://digitalcommons.unl.edu/nlr Recommended Citation Jerrold L. Strasheim, Article 9 of the Uniform Commercial Code as It Relates to Secured Transactions in Which the Collateral Is Consumer Goods or Equipment, 43 Neb. L. Rev. 826 (1964) Available at: https://digitalcommons.unl.edu/nlr/vol43/iss4/9 This Article is brought to you for free and open access by the Law, College of at DigitalCommons@University of Nebraska - Lincoln. It has been accepted for inclusion in Nebraska Law Review by an authorized administrator of DigitalCommons@University of Nebraska - Lincoln. ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS IT RELATES TO SECURED TRANSACTIONS IN WHICH THE COLLATERAL IS CONSUMER GOODS OR EQUIPMENT Jerrold L. Strasheim* The Uniform Commercial Code' becomes operative in Nebraska at midnight on September 1, 1965.2 From that time, Article 9 of the Code-the Article on Secured Transactions-will regulate, re- gardless of its form, practically any transaction within the jurisdic- tion of the State in which the intention is to create a security in- terest in personal property or fixtures.3 The term "security interest" 4 is defined in the Code as follows: 'Security interest' means an interest in personal property or fixtures which secures payment or performance of an obligation. -
Secured Transactions Update
Secured Transactions Update Stephen L. Sepinuck Gonzaga University School of Law Spokane, Washington Secured Transactions Update Page 1 SECURED TRANSACTIONS Scope Issues 1. In re Biondo, 2012 WL 162285 (Bankr. D. Md. 2012) Article 9 did not apply to debtor’s assignment to bank of his right to termination benefits from his employer because the assignment was absolute even though the debtor retained the right to a surplus after payment of the loan. 2. In re Wolverine Fire Apparatus Co. of Sherwood Michigan, 465 B.R. 808 (Bankr. E.D. Wis. 2012) Truck dealer that, after abandoning sales agreement with the debtor, allowed debtor to take possession of truck but retained title, never placed the manufacturer’s warranty in effect for a new buyer, continued to expose the truck to potential buyers through its listings on its inventory list and commercial trader database, kept its inventory lender informed of the truck’s location, never sent a bill showing an amount due, and never listed the truck on its accounts receivable remained the owner. However, the transfer of possession was not a mere bailment but also a consignment because the truck remained for sale, and thus the truck became available to the debtor’s creditors and property of the debtor’s bankruptcy estate. 3. Cox v. Community Loans of America, Inc., 2012 WL 773496 (M.D. Ga. 2012) Car title pawn transactions with members of the armed services were not sales with an option to repurchase but secured loan transactions that are void under the federal Military Lending Act, and consequently the arbitration clause in the agreements were also void. -
Sales of Personal Property As Secured Transactions Under Article 9 of the Uniform Commercial Code
University of Arkansas at Little Rock Law Review Volume 31 Issue 1 Article 1 2008 Sales of Personal Property as Secured Transactions Under Article 9 of the Uniform Commercial Code D. Fenton Adams Follow this and additional works at: https://lawrepository.ualr.edu/lawreview Part of the Commercial Law Commons, and the Secured Transactions Commons Recommended Citation D. Fenton Adams, Sales of Personal Property as Secured Transactions Under Article 9 of the Uniform Commercial Code, 31 U. ARK. LITTLE ROCK L. REV. 1 (2008). Available at: https://lawrepository.ualr.edu/lawreview/vol31/iss1/1 This Article is brought to you for free and open access by Bowen Law Repository: Scholarship & Archives. It has been accepted for inclusion in University of Arkansas at Little Rock Law Review by an authorized editor of Bowen Law Repository: Scholarship & Archives. For more information, please contact [email protected]. SALES OF PERSONAL PROPERTY AS SECURED TRANSACTIONS UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE D. Fenton Adams* The principal focus of Article 9 of the Uniform Commercial Code (UCC) has always dealt with transactions intended by the parties to create security interests in personal property. Prior to the revision of the Article in 1998,1 section 9-102(1) provided: "[E]xcept as otherwise provided in Section 9-104 on excluded transactions, this Article ap- plies to (a) any transaction (regardless of its form) which is intended to create a security interest in personal property or fixtures., 2 The term "security interest" was defined in section -
Security Interests in Personal Property
Security Interests in Personal Property Draft 5th Edition, Fall 2018 Randal C. Picker James Parker Hall Distinguished Service Professor of Law The Law School The University of Chicago Picker, Security Interests in Personal Property Fall, 2018 Page 2 CHAPTER ONE INTRODUCTION Secured transactions are at once obscure—tell people that you teach or are taking a course in secured transactions and you are sure to get a blank stare—and ubiquitous. Buy a house using borrowed money, and you almost certainly will enter into a secured transaction in real property. Buy a car and finance it through Ford Credit, Ford’s finance arm, and you will have en- tered into a second secured transaction, this time in personal property. Se- cured transactions range from a $10 loan at the local pawnshop secured by a pledge of a ring, to the lien on the car held by Ford Credit, to multibillion- dollar loans secured by all of a firm’s assets. In each of these transactions, a borrower posts collateral to a lender to facilitate the loan. The idea of giving collateral in personal property—or, in language we will quickly adopt, of granting a security interest—and its consequences are the focus of this book. This book then addresses the subject of secured transactions in personal property. Note the focus on “personal property,” meaning, of course, prop- erty other than real estate. A corporation can own personal property, and indeed part of what makes secured lending interesting is the billion-dollar secured transaction involving corporate personal property. Notwithstand- ing the focus on personal property, you should not think for a minute that secured transactions in real property are unimportant.