News & Analysis as of

Uniform Commercial Code (UCC)

What's in Your Warranty? A Guide to Avoiding Warranty-Related Surprises

by Faegre Baker Daniels on

A warranty is meant to protect a purchaser from any faults or defects in goods or services purchased. But warranties are as different as the products and services that they protect. What’s more, because courts interpret...more

The Same Old Wrongdoer Blues: Creative Fraud Leaves Employer Holding the Bag for Fraud on its Account

by Bryan Cave on

Articles 3 and 4 of the UCC provide a roadmap for addressing how to allocate liability for the various mistakes, embezzlements and forgeries that have followed the payments system since its invention several centuries ago....more

Why Not All Purchasers Are Buyers

by Allen Matkins on

Modern English is partially the product of an unnatural grafting of French onto Old English. It is for this reason that we often find two words for nearly the same thing. Thus, we call the animal a cow but the food beef. ...more

When “The Check Is In The Mail” Extinguishes A Debtor’s Obligation

by Allen Matkins on

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors. In many cases that assumption may be correct, but in some cases it won’t be. Section 1476 of the California...more

A Missing Massachusetts Promissory Note's Outsized Potential Impact on Foreclosures

by Hinshaw & Culbertson LLP on

In Zullo v. HMC Assets, LLC, the Massachusetts Land Court has issued a judicial about-face in deciding that a mortgage holder lacks standing to foreclose if that holder never possessed the mortgagor's original promissory note...more

Primer on the Draft Uniform Regulation of Virtual Currency Businesses Act

The Uniform Law Commission is set to vote on a draft Uniform Regulation of Virtual Currency Businesses Act at its upcoming annual meeting in San Diego beginning on July 14th. As numerous states and federal regulators have...more

Secured creditors beware

by Thompson Coburn LLP on

A series of cases decided by the federal district court in Chicago holds that a properly perfected secured creditor can waive its right of priority in collateral in favor of a judgment lien creditor if it fails to properly...more

What is in A Name Redux – Recent Case Law Interpreting the Requirement for Correctly Stating the Name of an Individual Debtor...

by Ervin Cohen & Jessup LLP on

In perhaps one of the first decisions applying the recent amendment to Uniform Commercial Code Section 9-503 regarding the correct name for an individual to be used on a UCC-1 financing statement, an Indiana Bankruptcy Court...more

Proposed Consumer Contracts Restatement Critiqued at ALI Annual Meeting

by Ballard Spahr LLP on

At the American Law Institute (ALI) annual meeting in Washington, DC on May 22-24th, members had the opportunity to review a discussion draft of the Restatement of the Law Third, Consumer Contracts. The draft is the result...more

Stock: Are Your Interests Perfected in the Digital Age?

by Williams Mullen on

In a secured loan transaction, it is critical for you, as the secured lender, to ensure that your security interest in the collateral is perfected in accordance with the Uniform Commercial Code (UCC) requirements. In the case...more

The ABCs of Fund Finance: Credit Facilities for Secondaries Funds and Funds of Funds

by Dechert LLP on

Private equity funds raised the second-highest level of capital for investments in secondary private equity interests in 2016. According to Preqin, 19 funds secured $23 billion in investor capital.1 This level was surpassed...more

Can Renting Be a Sale After Importation?

by Jones Day on

We previously wrote about the ITC’s determination in Certain Semiconductor Devices, Semiconductor Device Packages, and Products Containing the Same, Inv. No. 337-TA-1010 that renting accused products after importation does...more

Anticipating and Managing Bankruptcy Risk

by Blank Rome LLP on

Blank Rome Partner Ira Herman authored “Anticipating and Managing Bankruptcy Risk,” a series of articles prepared for the Financial Restructuring & Bankruptcy module of Lexis Practice Advisor, a comprehensive practical...more

Renting is Not a Sale After Importation

by Jones Day on

On April 3, 2017, the Commission issued a Notice in Certain Semiconductor Devices, Semiconductor Device Packages, and Products Containing the Same, Inv. No. 337-TA-1010 determining not to review Judge Lord’s finding of no...more

UCC8, UCC9, and The Hague Convention

by Liskow & Lewis on

Lenders who take security interests in securities accounts are familiar with the rules of Articles 8 and 9 of the Uniform Commercial Code that identify the governing jurisdiction for these transactions. Commencing April 1,...more

Hague Securities Convention Takes Effect to Clarify Applicable Law Governing Securities Accounts Held by Intermediaries

by Sullivan & Worcester on

On April 1, 2017, the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the "Convention") will take effect in the United States. On December 15, 2016, the United...more

The Hague Securities Convention – IV. What effect does the Hague Securities Convention have on perfection by filing?

The Convention does not affect perfection of a lien by taking physical possession of the securities. However, the Convention may affect perfection of a lien by filing, including the place where the security interest or other...more

New York Case Is a Win for the Merchant Cash Advance Industry

by Pepper Hamilton LLP on

Providers of cash advances repaid by sales of future receivables in New York can have greater confidence that these advances are not loans and are not subject to usury laws. On March 16, the Supreme Court of New York,...more

Treatment of Bitcoin Under U.S. Property Law

by Perkins Coie on

In this white paper, we analyze the treatment of bitcoin under applicable U.S. property law. We conclude that property interests should exist in bitcoin under such law, and that multiple sources of persuasive authority...more

The Hague Securities Convention – I. Lending Against Securities in the U.S. After April 1, 2017

The Hague Securities Convention, which goes into effect in the United States on April 1, 2017, will have significant impact on the law applied to all transactions – past and future – collateralized by securities held by an...more

Creditor-Friendly Changes to North Carolina’s Accord and Satisfaction Law

by Poyner Spruill LLP on

A creditor can now reinstate a disputed debt that has been inadvertently discharged. The North Carolina Legislature recently amended its accord and satisfaction law to include creditor-friendly revisions that make it...more

Cross-Border Loan Transactions: Supplementing Canadian Law Governed Loan Documents with Collateral and Guaranty Documents Governed...

by Dorsey & Whitney LLP on

Many cross-border loan transactions involve subsidiaries that are organized in the United States and/or U.S. based collateral. To the extent that the underlying loan is made to a Canadian borrower by a Canadian lender, these...more

U.S. Bankruptcy Court Reminds Us to “Get the Note” or File a Financing Statement

by K&L Gates LLP on

In a recent opinion, the U.S. Bankruptcy Court for the District of Oregon reminds all finance lawyers (and participants trying to document a finance transaction without legal assistance) that recording an “assignment” of a...more

Don’t Be Inconspicuous: Disclaiming the Implied Warranty of Merchantability

by Foley & Lardner LLP on

Some of the most important terms in any contract for the sale of goods are the warranties that apply to the goods. In addition to any express warranties made by the seller, the law implies certain warranties in some...more

On-Sale Bar for Contractor and Supplier Activities

The Federal Circuit addressed the potential for contract manufacturing to create an “on sale” bar to patentability, in a decision that could affect how supplier relationships are managed. Whether a sale or offer for sale of...more

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