SECURED TRANSACTIONS
New England School of Law
Boston, Massachusetts
Room 506
4:00 p.m. to 5:00 p.m.
Thursday - 4:00 p.m. to 5:00 p.m.
Tuesday
-
Francis C. Morrissey
Morrissey, Wilson & Zafrropoulos, LLP
35 Braintree Hill Office Park, Suite 404
Braintree, MA 02184
fcm@mwzllp.com
(781) 3s3-ss01 (office)
(617) 29 1 -0080 (Mobile)
Required Texts:
Picker, Security Interests in Personal Property: Cases, Problems, and Materiols,
(4th Ed. 2009)
Baird, Eisenberg & Jackson, Commercial
Statutes (2014F,d.)
& Debtor & Creditor Law
Selected
COURSE DESCRIPTION
This course will survey the law of secured transactions under Revised Article 9 of the
Uniform Commercial Code. V/e will study the principal provisions of Article goveming the
creation of security interests, the enforcement of security interests against the debtor and the
perfection and priority of security interests against third party claims to the collateral. Secured
transactions will also be examined in a variety of commercial settings: sales of tangible and
intangible personal property, asset-based loans and securitizations. Finally, the course will
review the treatment of security interests in bankruptcy as well as the long standing policy debate
over the essential utility and fairness of contractual security devices and the secured creditor's
priority.
Cuss AtvrrNrsrRATroN
Reading assignments will be announced at the end of each class. Assignments will be
drawn primarily from the Picker casebook and Revised Article 9. You should bring copies of
both to every cløss.
Orrrcn HouRs
I will hold office hours after class on Monday, 8:00 p.m. to 8:25 p.m. I am also available
at other times by appointment. You can also contact me by telephone or email any time.
Gn¡,uNc
Your grade will be based primarily on an in-class examination and secondarily on
classroom participation. Significant positive contributions to class discussion will boost your
grade (from, say, the B* average range to the A-range); unexcused absences, unexcused failure
to prepare for class, and frequent tardiness may lower your grade.
Counsn Ourr.rNn
Below is a tentative schedule of topics and readings. Unless otherwise noted, page
assignments refer to the Picker casebook and Revised Article 9.
will cover multiple
assignments;
The Life of the Unsecured Creditor, l-4, Skim Grupo Mexicano;
Overview of Anicle 9, 20-39, Secured Transaction: The Power
Heywood Fleisig (handout)
of Collateral,
Assignments are indexed in brackets. Some classes
some assignments will consume more than one class.
Overview
tl]
Attachment
l2l
Nature of the Security Interest, What is a Security Interest, 40-48
USC $$l-201(bX35), 9-101, 9-102(a) (12,28,72,73),9-109 (a),9-201,9-202,9203 (a,b)
t3l
Authenticated Security Agreement,4S-59
UCC $$ 9-108, 9-203, (a,b)
l4l
Description Requirements, 59-7 I
UCC $$ 9-102 (a) (4),9-108, 9-204(a), Helms (handout)
tsl
Rights in Collateral, 7 l-87,
UCC $ $ 9-3 1 s(a)(l ), 9-320(a), 9-401
Perfection
t6l
Collateral CategoÅzation, 1 00- I 1 2
UCC $$ 9-308 (a, c),9-310, 9-312 (a, b),9-313 (a, c)
t7l
Debtor's Name, II2-I38
ucc $9-502, 9-503, 9-506
t8l
Creditor's Name Description Requirement, 138-159, Commercial Growth
(handout)
t9l
Possession,159-172
UCC $$ 9-108, 9-312 (a, b), 9-313 (a, c),9-504
U0l
Deposit Accounts and Control,172-187
ucc $$ 9-104, 9-203 (bx3) (D), 9-3 12 (b)(t), 9-34
Priority
FU
Introduction, Theory and Mechanics
UCC $$ 9-308 (a, c),9-317,9-322,9-515 (a, c, d)
ïl2l
Nature and Limits,206-223
ucc$$ 9-610,9-339
[13]
[4]
Secured and Unsecured Creditors,223-226
ucc
$$
9-3t7,9-401
Purchase Money Security Interest, 257-267
UCC $$ 9-102 (a) (2fl,9-103,9-317 (e),9-324
Proceeds and Transfers of Property
[15]
U6]
Introduction,263-276
UCC $ $ 9 -102 (a) (9, 12, 58, 64), 9 -203 (Ð,
1l USC ç 522 (a, b(l)), Helms (handout)
Transfers of Property,276-290
UCC $ $ 9 -322 (c-Í), 9 -327, 9 -332, 9 -320,
9
9
-3 |
5, 9 -322 (c-f),
-321,
9
-325
Changes
|71
Sales of Property, Location and Choice of Law Issues, 291-315
UCC $$ Old l-105 New 1-301 and302, Old 9-103 (1) (a, b, c), Old
9-461(l),
9-301,9-304, 9-307 , 9-316
[8]
Debts and Debtors,3l6-335
UCC $$ 9-102 (8), 9-304,9-310 (c),9-323,9-502 (a(2),9-503 (d), 9-515
[19]
Names and Entity Structure, 335-357
UCC $$ 9-102 (a) (56, 66),9-203 (d, e), 9-326,9-507,9-508
Default and Enforcement
[20]
Default and Enforcement, 358-384
ucc $$ 9-601, 9-602, 9-603. 9-607, 9-608, 9-609
[2ll
Default and Enforcement cont., 384-403
UCC $$ 9-616, 9-617, 9-619 to 9-697
The Limits of Article 9
l22l
IntellectualProperty, 404-432
ucc
$$
9-609,9-3tl
l23l
Federal Rights, Setoff, 433-452
ucc $$ 9-109,9-311, 9-340, 9-341
124l
Char acterization,
12sl
Securitization, 47 7 -49 5
UCC $$ 1-201(bX35),9-102 (a) (12,28,61,65,72),9-109 (a) (3), 9-309
(2, 3 , 4),9-3 I 8, 9-609 (b), 9-61 5 (Ð
Bankruptcy
-
4 52
-
47 7
The Final Frontier
L26l
Overview, 524-528
l27l
Avoidance Powers, 529-538
[28]
Valuation,538-540