Law and Practice of Secured Transactions: Working With Article 9Law Journal Press, 2011 - Security (Law) |
Contents
101 A Brief History of Article 9 | 1-1 |
2Origin of the Uniform Commercial Code | 1-3 |
3Article 9The 1962 Official Text | 1-4 |
5Article 9The 1994 Amendments | 1-5 |
6Article 9The 1999 Official Text | 1-6 |
A Cautionary Note | 1-7 |
102 Interpreting Article 9 | 1-8 |
bArticle 2 Provisions Which Affect Secured Transactions | 1-9 |
3Consumer to Consumer Sales Section 93072 Revised Section 9320b | 4-35 |
Section 93073 and the 45Day Rule | 4-38 |
Section 9312 Revised Section 9322 | 4-40 |
cGeneral Rule As Applied to Future Advances | 4-43 |
dEffect of a Lapsed Financing Statement | 4-45 |
eGeneral Rule as Applied to Priority Disputes Between Inventory and Accounts Financiers | 4-47 |
Crop Production Loans | 4-48 |
Purchase Money Security Interests aPurchase Money Security Interests in Inventory Section 93123 Revised Section 9324b | 4-50 |
2Article 9 and NonUCC Law aNonUCC State Law | 1-10 |
bNonUCC Federal Law | 1-11 |
aDrafters Comments | 1-17 |
cState Legislative History dPrior Editions of the UCC | 1-18 |
103 The Terminology of Article 9 | 1-20 |
3Security Interest | 1-21 |
5Attachment | 1-22 |
6Perfection | 1-23 |
104 The Scope of Article 9Transactions Governed by Article 9 | 1-25 |
2Leases of PersonaltyLease vs Security Interest | 1-27 |
2ALeases of PersonaltyUCC Article 2A | 1-28 |
bNeed for Payment Obligation Not Subject to Termination by Lessee | 1-30 |
dDefinition of Nominal Consideration | 1-31 |
eElimination of Certain Factors from Consideration in Determining the Character of a Transaction | 1-33 |
aDefinitions bPreCode Law | 1-34 |
cConsignments Under the UCC | 1-35 |
4Sales of Accounts Chattel Paper Promissory Notes and Payment Intangibles | 1-40 |
5Security Interests Arising Under Article 2 | 1-46 |
105 The Scope of Article 9Excluded Transactions | 1-49 |
aLandlords Liens | 1-53 |
bOther Interests in or Liens on Real Estate | 1-53 |
5Transfers of Claims for Wages Salary or Other Employee Compensation 6Transfers by Governments or Governmental Subdivisions or Agencies | 1-56 |
7Equipment Trusts Covering Railway Rolling Stock | 1-57 |
8Certain Transfers of Accounts and Chattel Paper | 1-58 |
aInsurance Policies | 1-59 |
bDeposit Accounts | 1-60 |
aJudgments | 1-60 |
bRight of SetOff | 1-61 |
cjTort Claims | 1-62 |
11Suretys Subrogation Rights | 1-63 |
106 Types of Collateral | 1-64 |
aGeneral Principles bConsumer Goods | 1-65 |
cInventory | 1-66 |
dFarm Products | 1-67 |
eEquipment | 1-68 |
flFixtures | 1-69 |
hCommingled or Processed Goods | 1-71 |
aInstruments | 1-72 |
iBills of Lading iiWarehouse Receipts | 1-73 |
cChattel Paper | 1-74 |
aAccounts and Contract Rights | 1-75 |
bGeneral Intangibles | 1-76 |
5Investment Property | 1-79 |
aThe 1977 Version of Article 8 | 1-80 |
bRevised Article 8 and 9The 1994 Amendments | 1-83 |
Creating an Enforceable Security Interest | 2-1 |
201 The Relationship Between Attachment and Perfection | 2-3 |
202 The Security AgreementRequired Elements | 2-5 |
2What Can Constitute an Authenticated Security Agreement | 2-7 |
aFinancing Statement as Security Agreement | 2-8 |
bIntegration of Two or More Documents to Constitute a Security AgreementThe Composite Document Theory | 2-10 |
4Language Required to Create a Security Interest | 2-13 |
5Description of the Collateral | 2-15 |
aThe Missing Exhibit | 2-18 |
bErrors in the Description | 2-19 |
cIdentification of Collateral by Type | 2-20 |
dRelationship Between the Description in the Security Agreement and the Description in the Financing Statement | 2-21 |
awhat Will Constitute an Authentication | 2-23 |
bWho Must Authenticate the Security Agreement | 2-25 |
7Special Requirements Imposed by NonCode Legislation aState Legislation | 2-27 |
bFederal Legislation | 2-27 |
8Creation and Attachment of Security Interests in Motor Vehicles | 2-28 |
203 The Requirements that the Secured Party Give Value and that the Debtor Have Rights in the Collateral | 2-30 |
2The Requirement that the Debtor Have Rights in the Collateral | 2-32 |
204 Delayed Attachment | 2-37 |
205 AfterAcquired Property Future Advances and Proceeds | 2-39 |
aCreation of Security Interests in AfterAcquired Property | 2-40 |
bDescription of AfterAcquired Property | 2-41 |
cStatus of Security Interests in AfterAcquired Property | 2-42 |
dSecurity Interests in AfterAcquired Property as Preferential Transfers | 2-43 |
eConsumer Goods | 2-44 |
fCommercial Tort Claims | 2-46 |
aOverview | 2-47 |
bLanguage Necessary to Create a Security Interest Covering Future Advances | 2-48 |
cThe Same Class of Indebtedness Rule | 2-49 |
dWhat Constitutes A Future Advance | 2-51 |
eEffect of Repayment of Original Debt Before Future Advances Are Made | 2-52 |
fEffect of Using a New Security Agreement to Cover a Future Advance | 2-53 |
3Proceeds | 2-55 |
aWhat Constitutes a Sale Exchange Collection or Other Disposition of Collateral? | 2-56 |
cMust the Debtor Receive the Proceeds? | 2-60 |
dJThe Requirement that Proceeds Be Identifiable | 2-61 |
eInsurance Proceeds as Proceeds Under Section 9301 | 2-66 |
206 Creating and Refinancing the Purchase Money Security Interest | 2-69 |
3Refinancing a Purchase Money Security Interest | 2-73 |
4Purchase Money Security Interests under Revised Article 9 | 2-77 |
Perfection of Security Interests | 3-1 |
301 Overview | 3-2 |
302 Automatic Perfection by Attachment Alone | 3-5 |
Section 9302le Revised Section 93092 | 3-8 |
3Miscellaneous Instances of Automatic Perfection | 3-10 |
303 Perfection by Possession of Collateral | 3-13 |
2The Concept of Possession Under Article 9 | 3-15 |
Whether to File or Take Possession aChattel Paper | 3-17 |
bNegotiable Documents | 3-22 |
303A Perfection by Control | 3-23 |
304 Perfection by Filing | 3-26 |
The Concept of Notice Filing and the Article 9 Financing Statement | 3-30 |
The Debtors Name and Address | 3-36 |
The Secured Partys Name and Address | 3-41 |
The Debtors Signature | 3-42 |
Description of the Collateral | 3-45 |
j gjFormal Requirements of the Financing Statement under Revised Article 9 | 3-54 |
b Financing statement seriously misleading Except as otherwise provided in subsection c a financing statement that fails sufficiently to provide the na... | 3-56 |
Determining the Proper Place Within a Given State to File the Financing Statement | 3-58 |
Sections 94013 and 94027 | 3-63 |
6When to File the Financing Statement | 3-70 |
7Duration Lapse and Continuation of Financing Statements | 3-72 |
8Release Termination Assignment and Amendment | 3-77 |
9UCC File Searches and the Concept of Notice Filing | 3-80 |
305 Perfection of Security Interests in Proceeds | 3-83 |
Section 93063b | 3-84 |
aNoncash Proceeds of the Original Collateral | 3-85 |
bSecond Generation Noncash Proceeds | 3-86 |
cPractice Pointers for Dealing With Section 93063a | 3-88 |
3Section 93063c | 3-89 |
Priority Rules | 4-1 |
401 Overview | 4-4 |
bEfficiency | 4-5 |
dFairness | 4-6 |
2General Validity of Security AgreementSection 9201 Revised Section 9201 | 4-7 |
Sections 9306 and 9307 Revised Sections 9315 9320 and 9323 | 4-9 |
Section 93062 Revised Section 9315a | 4-10 |
Section 93071 Revised Section 9320 | 4-12 |
aDefinition | 4-13 |
bCreated By Seller Exception | 4-17 |
cFarm Products Exception | 4-19 |
dFederal Preemption of the Farm Products Exception | 4-22 |
iGeneral Rule | 4-23 |
iiPrenotification | 4-24 |
HiCentral Filing System | 4-26 |
Collateral Section 93124 Revised Section 9324a | 4-54 |
cPriority Disputes Between Conflicting Purchase Money Security Interests | 4-58 |
404 Priority Disputes Involving Unperfected Security Interests | 4-60 |
2Lien Creditors Future Advances and the 45Day Rule | 4-63 |
Section 9313 | 4-68 |
Basic Rules of Priority | 4-68 |
aPurchase Money Security Interests in Fixtures | 4-68 |
bFixture Financier vs Subsequent Real Estate Claims | 4-68 |
dFixture Financier vs Subsequent Judicial Liens on the Real Estate | 4-68 |
Consents Disclaimers and Fixtures Owned by Tenants Licensees and Holders of Easements | 4-68 |
fSecured Partys Right to Remove Fixtures Collateral on Default | 4-68 |
406 Miscellaneous Priority Provisions | 4-68 |
2Secured Party vs Purchasers of Instruments Documents and Securities | 4-68 |
3Secured Party vs Holders of Certain Possessory Liens Arising By Operation of Law | 4-68 |
Section 9311 | 4-68 |
aAccessions Section 9314 | 4-68 |
Section 9315 | 4-68 |
6The Impact of Article 2A on Priority Under Article 9 | 4-68 |
aArticle 9 Secured Parties and Lessees in Ordinary Course | 4-68 |
bArticle 9 Secured Parties and Lessees Not in Ordinary Course | 4-68 |
cChattel Paper Financing and Article 2A | 4-68 |
7The Impact of Revised Articles 8 and 9 on Priority Rules | 4-68 |
407 Federal Claims and the Secured Party | 3 |
aHistory of the General Federal Tax Lien | 5 |
bThe Current General Federal Tax Lien | 7 |
3The Secured Party and the Section 3466 Priority | 9 |
Default | 5-1 |
501 Definition of Default | 5-3 |
2Drafting A Definition of Default in the Security Agreement | 5-4 |
3Acceleration Clauses | 5-6 |
502 Overview of the Secured Partys Options After the Debtors Default | 5-10 |
2Remedies Under Article 9 | 5-11 |
503 Repossession of the Collateral | 5-12 |
aIs SelfHelp Repossession Constitutional? | 5-14 |
bWhat Constitutes Breach of the Peace? | 5-16 |
dForeclosure Rights in Stock | 5-21 |
3Repossession by Judicial Process | 5-22 |
1Overview | 5-23 |
2Notice of Proposed Disposition of the Collateral | 5-24 |
aPublic Versus Private Sales | 5-25 |
bjManner of Giving Notice | 5-29 |
cTiming of the Notice | 5-30 |
dContent of Notice | 5-32 |
eWhen Notice Is Not Required | 5-33 |
fNotice to Other Secured Parties and Guarantors | 5-35 |
3The Secured Partys Duty To Act in a Commercially Reasonable Manner | 5-38 |
aBurden of Proof | 5-41 |
bCommercial ReasonablenessThe Case Law | 5-42 |
cThe Safe Harbors of Section 95072 | 5-43 |
d_Need To Obtain the Best Price | 5-44 |
eWaiver of Commercial Reasonableness | 5-46 |
4The Purchasers Title | 5-47 |
5Application of the Proceeds of the Sale | 5-47 |
aExpenses of the Sale Generally | 5-47 |
bAttorneys Fees and Legal Expenses | 5-48 |
dSubordinate Security Interests | 5-49 |
eSurplus | 5-50 |
6Foreclosing on Hot Goods | 5-51 |
505 Strict Foreclosure | 5-54 |
2Consumer Goods with Substantial Equity | 5-57 |
3Other Situations | 5-59 |
4Partial Strict Foreclosure | 5-63 |
506 Secured Partys Collection Rights | 5-65 |
507 Redemption | 5-69 |
3Who Can Redeem | 5-70 |
aIn General | 5-71 |
5Waiver of Right to Redeem | 5-73 |
508 Sanctions Against the Secured Party for Failure to Comply With Part 5 of Article 9 | 5-74 |
bDamages | 5-75 |
4Loss of Deficiency | 5-78 |
Multiple State Transactions | 6-1 |
601 Introduction | 6-2 |
2Choice of Law Rules Under the 1962 Code | 6-3 |
31Choice of Law Rules Under the 1972 Code | 6-4 |
4Effect of the 1977 Amendments | 6-5 |
5Choice of Law Rules Under Revised Article 9 | 6-6 |
602 Section 1105 | 6-8 |
bScope of the Designation of Governing Law | 6-9 |
cThe Reasonable Relation Requirement | 6-10 |
dFailure to Designate Governing Law | 6-13 |
2The Limitation of Section 11052 | 6-14 |
603 Section 9103 | 6-16 |
aPlace of Initial Perfection iJThe Last Event Test | 6-18 |
HThe Thirty Day Rule | 6-21 |
bContinuity of Perfection When Collateral Is Moved to a New State | 6-24 |
iJThe Four Month Rule | 6-25 |
iiReperfection of Automatically Perfected Security Interests | 6-31 |
3Goods Covered By A Certificate of TitleSection 91032 | 6-32 |
aGoods Moved from a Noncertificate of Title State to a Certificate of Title State | 6-33 |
bGoods Moved from a Certificate of Title State to a Noncertificate of Title State | 6-36 |
cGoods Moved from a Certificate of Title State to a Certificate of Title State | 6-37 |
dCertificate of Title Provisions in Revised Article 9 | 6-39 |
4Accounts General Intangibles and Mobile Goods Section 91033 | 6-40 |
aLocation of the Debtor | 6-41 |
bDebtor Located in a Foreign Jurisdiction | 6-43 |
cChange of Debtors Location | 6-44 |
dMobile Goods | 6-45 |
5Chattel PaperSection 91034 | 6-47 |
6jMineralsSection 91035 | 6-48 |
7Investment PropertySection 91036 | 6-49 |
Security Interests and Bankruptcy Secured and Unsecured Claims the Trustee as Hypothetical Lien Creditor and Fraudulent Conveyance Law | 7-1 |
1Secured and Unsecured Claims | 7-2 |
2Treatment of Secured Creditors in Bankruptcy | 7-3 |
The Trustee as Hypothetical Lien Creditor | 7-6 |
2Section 546b | 7-9 |
703 Secured Creditors and Fraudulent Conveyance Law In Bankruptcy | 7-11 |
The Durrett Controversy | 7-12 |
Security Interests and the Trustees Avoidance Powers Bankruptcy Preference Law | 11 |
801 Overview of Preference Law | 12 |
2The Classic Preference | 15 |
Exceptions to Avoidance | 16 |
802 Secured Transactions as Preferential Transfers | 17 |
803 Loan Payments to Secured Creditors and Preference Law | 19 |
Exceptions to Avoidability | 8-7 |
The Subsequent Value Exception | 8-13 |
805 Section 547e and the Timing of Security Interests | 8-16 |
2Section 547e3 and the Floating Lien | 8-19 |
The Substantially Contemporaneous Exchange Exception | 8-22 |
The Enabling Loan Exception | 8-26 |
General Operation | 8-30 |
The Prejudice Provision | 8-36 |
809 Payments of Loans Guaranteed by Insiders 1Overview | 8-38 |
2The Deprizio Case | 8-40 |
cThe Equitable Considerations Approach Refuted Even | 8-43 |
eSecured Transactions and PostDeprizio Planning In Deprizio the Seventh Circuit adopted the literal approach to determine that the oneyear preferen... | 8-49 |
Appendix | 8-55 |
FORM1 Security Agreement Chattel Mortgage | 8-57 |
FORM 2 Conditional Sales ContractCommercial | 4 |
Other editions - View all
The Law and Practice of Secured Transactions: Working with Article 9 Richard F. Duncan,William H. Lyons No preview available - 1987 |
Common terms and phrases
after-acquired property amendments apply Article 9 attach Bankr Bankruptcy Code Section BIOC buyer cash proceeds certificate of title chattel paper choice of law Circuit claim collateral commercially reasonable consignment consumer Corp debt default deposit account Deprizio discussion disposition drafters entitled to priority equipment example farm products federal tax lien filing a financing financing statement future advances Gilmore governing infra intangibles Interests in Personal Internal Revenue Service inventory jurisdiction lease Lender lessee lien creditor loan ment money security interest National Bank notice obligation ordinary course party's payment perfect its security perfected security interest personal property possession pre-Code preference prior protected provides purchase money security real estate repossession Revised Article Revised Section secured creditor secured party Secured Transactions security agreement security inter seller Serv.2d statute supra term tion transfer trustee U.C.C. Section Uniform Commercial Code unperfected White and Summers