Secured Transactions

An advanced course in contract and property law, focusing on the regulation and planning of secured transactions under Article 9 of the Uniform Commercial Code and related bodies of law. The course builds on the basic contract and property courses in two ways. First, it focuses on mastering provisions of the UCC -- a complex, detailed statute that provides an integrated body of law with a distinctive methodological approach. Second, it focuses on the activities of the commercial business sector -- a community of relatively sophisticated private actors who typically bargain at arms' length, are primarily motivated by economic gain in designing their contractual arrangements, and have the opportunity to obtain legal advice before making plans. Accordingly, the course should be of interest to students who want to develop their skills in statutory analysis and in understanding, planning and litigating business transactions.

The primary reason for securing a debt is to improve the creditor's ability to collect the debt if the debtor becomes unable to pay all of its creditors. Hence the law of secured transactions goes hand in hand with insolvency law. This course covers some provisions of the federal Bankruptcy Code, and is a desirable complement to a course in bankruptcy law (whether taken before, concurrently with or after this course). The course also covers various provisions of the UCC outside Article 9, notably in Articles 1, 2, 2A, and 8. Major topics include techniques of statutory analysis, the methodology and scope of the UCC, the economic role of secured credit and related contractual devices, the creation of security interests and their validity against third parties, priority among rival creditors in the debtor's assets, the process of default and foreclosure, and the effect of bankruptcy on debtor and creditor rights.