SECURED TRANSACTIONS SYLLABUS AND COURSE OUTLINE

Transcription

1 SECURED TRANSACTIONS SYLLABUS AND COURSE OUTLINE Law #803B, FALL 2010, 3 credits Professor Karen M. Gebbia Classroom # , T/Th 10:15 11:30 Office Hours: Tues. 11:45-3 pm & by appt. Office # TBA kgebbia@ggu.edu PLEASE NOTE: This is an interactive class. COMPUTERS, RECORDING DEVICES, AND OTHER ELECTRONIC DEVICES WILL NOT BE PERMITTED IN CLASS. I. COURSE SUMMARY This course is about borrowing, lending, and getting paid. A lender may reduce the risk of non-payment by obtaining an interest in the borrower s property (real or personal) as collateral to secure repayment. Reducing the lender s risk may reduce the borrower s costs (e.g., interest rates, fees) or enable the borrower to obtain loans that would not otherwise be made. The course compares the rights of secured creditors to those of unsecured creditors; compares real property and personal property secured transactions; introduces you to the Uniform Commercial Code (UCC) (including the general governing principles of article 1); examines the creation, perfection, priority and enforcement of security interests in personal property under UCC article 9; and examines the policies that underlie article 9. Our focus is upon applying the UCC to (i) counsel clients, (ii) negotiate and document transactions, (iii) reduce risk, and (iv) resolve commercial disputes with and without litigation. We examine the rights of unsecured creditors and real property secured creditors primarily to enhance our understanding of UCC article 9 personal property secured transactions. II. COURSE OBJECTIVES This course is designed to enable you to: 1. Understand the different remedies available to unsecured and secured creditors. 2. Understand the fundamental differences between real property secured lending and personal property secured lending. 3. Understand the general principals that underlie the UCC and are the foundation for the continuing growth and development of the UCC. 4. Develop a working knowledge of the provisions of the UCC governing secured transactions (primarily articles 1 and 9) and other law applicable to secured transactions. 1

2 5. Develop the skills necessary to apply in practice the legal principles examined in the course. 6. Improve your skills of (a) critical thinking and analysis (including the ability to discern the letter and spirit of the law, recognize the important elements of cases, statutes and problems and distinguish well-reasoned and poorly reasoned judicial decisions), (b) independent discovery (including the ability to identify issues and locate the applicable governing law, and (c) problem solving (including the ability to recognize practical and legal problems faced by parties to commercial transactions, identify and choose among options and strategies, and use governing legal principles to formulate solutions.) III. PROFESSOR S COMMITMENTS: I will Provide you with a clear outline of the materials to be covered in the course and the objectives of the course, and give you as much advance notice as practicable of any necessary adjustments as the semester progresses. 2. Provide you with a clear recitation of the commitments expected from you and of the bases upon which your performance in the course will be evaluated. 3. Be as responsive as possible to questions posed in class, without digressing unreasonably from the subject matter. 4. Be available to consult with you during listed office hours and make reasonable efforts to be available at other times, particularly if your schedules conflict with listed office hours. 5. Attempt to provide a dynamic learning environment that links theory and practice, facilitates your achievement of the course objectives, shines a little light into the dusky corners of the UCC, and convinces you that the UCC truly can be your friend. IV. STUDENTS COMMITMENTS: You are expected to Attend each class, arriving on time and not leaving early except in unusual circumstances. 2. Complete all Required Readings prior to the class session in which such readings are to be discussed. 3. Actively participate in class discussions, drafting assignments, and any group projects in a manner that adds value and quality for the benefit of all students. 4. Complete the final examination at the date and time scheduled. 2

3 V. EVALUATION CRITERIA There will be one, three-hour, open book final examination. The format of the examination will be discussed in greater detail during the final class or review session. In accordance with GGU Law policy, any student who misses more than three class meetings or whose absence and unpreparedness together total more than three, may have his or her final grade reduced by one step/grade level (e.g., from A- to B+ ). Your grade in this class may also be INCREASED by one grade increment (e.g., from B+ to A- ) based upon exemplary class participation. VI. READINGS Required Readings: You should work through all problems assigned in the Required Readings and carefully read all assigned statutory provisions (including comments where applicable). The most important statutory provisions for each day are listed in bold. Also, an important skill in using comprehensive codes is learning to locate other statutory provisions that affect the provisions you are reading. Please read all relevant definitions and follow all significant cross-references in order to understand fully the primary sections you are reading. Although the problems are not graded, failure to analyze the problems in advance will impair your ability to understand class discussions, and to apply the concepts discussed in class to problems presented on the final examination and in practice. Visual Aids (in the form of PowerPoint slides or overhead transparencies) will be used extensively during class. You are not required to obtain copies but most students find them helpful. Visual Aids will be made available for copying in the Faculty Center and posted on my webpage. REQUIRED MATERIALS Text: LoPucki & Warren, Secured Transactions: A Systems Approach, Aspen (6th Edition 2008) Reader: A collection of supplemental materials. Please download the Reader from my website or obtain a copy from the Faculty Center prior to the first class. Statute Book: Baird, Commercial and Debtor-Creditor Law: Selected Statutes, Foundation Press (2010 Edition) OPTIONAL MATERIALS: If you wish to use a study aid for this class, the ones I recommend are: Clark, Dolan, et al., Secured Transactions and Payment Systems: Problems and Answers (Aspen, 2d Ed. 2003) 3

4 Lawrence, Henning, Freyermuth, Understanding Secured Transactions (LexisNexis, 4th Ed. 2007) 4

5 COURSE OUTLINE AND ASSIGNMENTS SCOPE & ENFORCEMENT Class 1-4 ATTACHMENT Class 5-9 PERFECTION Class PRIORITY Class CRITICAL ANALYSIS Class TOPIC DATE ASSIGNMENT Course overview: Debt, equity and finance A map of secured credit and article 9 Applying the UCC 8/17/10 Text: xxi xxxiv Reader: Part 1: Debt, Equity, Finance UCC: analyze Unsecured and Secured Creditors: General Principles and Remedies under State Law 8/19/10 Text: 3-35 Problem Set: 1 all 2.1, 2.2 UCC: read 1-201(b)(35) read Unsecured and Secured Creditors: Foreclosure and Deficiency 8/24/10 Text: Problem Set: all UCC: analyze analyze to read read Unsecured and Secured Creditors: Sale and Deficiency Note: this is an advance make-up class -- no class 10/14 8/24/10, room 3203, 11:45-1 pm 8/24/10 Text: 58-75, Problem Set: all UCC: analyze review analyze to 9-626, read 5

6 Becoming a Secured Creditor: Attachment of a Security Interest 8/26/10 Text: Problem Set: 8, omit 8.3(d) UCC: analyze Attachment: the Collateral and the Debt *Determining which debt is secured by the collateral *Describing the collateral 8/31/10 Text: Problem Set: 9 all UCC: analyze 9-102(a) (2, 11, 12, 23, 29, 31, 33, 34, 41, 42, 44, 47, 48) read and compare (b, c) 1-201(b) (3), read 1-201(b)(35), review analyze read Attachment: Changes in the Collateral: Proceeds, products, and tracing 9/2/10 Text: Problem Set: 10 all UCC: 9-102(a)(64) analyze analyze read review review sections from last class The Secured Party Versus the Debtor: Default and Enforcement 9/7/10 Text: , 238 1st 2 paragraphs Problem Set: 13 all UCC: review and analyze 9-609, review The Secured Party and the Debtor: Some Typical Secured Transactions Review: Attachment 9/9/10 Text: Inventory Lending Reader: Part 2 Account Lending Problem Set: 15 all UCC: review and Article 9, part 6 6

7 The Secured Party versus Third Parties: Perfection, Priority and the Filing System *Perfection, priority and filing 9/14/10 Text: Problem Set: 16 all 17.5, 17.6 UCC: analyze review analyze *Financing statements 9/16/10 Text: , Problem Set: , 17.7, all UCC: to 9-504, analyze 9-509, read 9-516, analyze 9-108, to read The Secured Party versus Third Parties: Perfection other than by Filing 9/21/10 Text: Problem Set: 19 UCC: analyze review to read The Secured Party versus Third Parties: Perfection and the Nature of the Collateral *Real estate related collateral and vehicles 9/23/10 Text: Problem Set: 20 Text: skim (omit problems) UCC: 9-102(a) (40, 41, 44, 80) analyze read 1-201(b)(35), 1-203, review 9-510, 9-502, to review *Characterizing the collateral 9/28/10 Text: GROUP PROJECT: Perfection by Collateral Type Problem Set: 21 all UCC: 1-201(b) (35), review 9-102(a)(2, 11, 29, 33, 34, 42, 47, 48) and cmts review 9-109, to 9-315, review 7

8 The Secured Party versus Third Parties: Maintaining Perfection Review: perfection *Lapse, bankruptcy and name change 9/30/10 Text: , Problem Set: 22.1, 22.2, , 23.3 UCC: 9-512, 9-513, analyze review to review to read Bankruptcy Code: skim 544, 545 *Change in collateral, relocation of debtor or collateral 10/5/10 Text: Problem Set: 23.1, 23.4, to 24.3 UCC: to review to review 9-315, 9-316, 9-507, 9-508, read The Secured Party versus Third Parties: Priority Battles involving Judicial Lien Creditors 10/710 Text: , Problem Set: 26.2, 26.3, to 28.7 UCC: 9-611, analyze 9-609, review analyze 9-203, 9-308, review 10/12/10 Text: Problem Set: 29 all UCC: analyze review Note: there will be no class on 10/14/10 8

9 The Secured Party versus Third Parties: Priority Battles against the Trustee in Bankruptcy 10/19/10 Text: , Problem Set: 30.1, 30.2, 30.4 Bankruptcy Code: 544 analyze 362(a-c) read UCC: review 10/21/10 Text: Problem Set: 31 all Bankruptcy Code: 547 (a, b, c, e) analyze The Secured Party versus Third Parties: Priority Battles against other Secured Creditors 10/26/10 Text: Problem Set: 32 all UCC: analyze to analyze to read 9-308, review 9-203, review 9-506, 9-507, to review 10/28/10 Text: Problem Set: 33.3 to 33.6 UCC: 9-322, review analyze The Secured Party versus Third Parties: Priority Battles against Sellers and Buyers *Sellers 11/2/10 Text: Problem Set: 35 all UCC: 9-203, review 9-319, read 2-403, read (article 2, not 9) *Buyers 11/4/10 Text: Problem Set: 36 all UCC: analyze review 9-315, 9-317, 9-320, review 9

10 The Secured Party versus Third Parties: Priority Battles against Statutory Liens Review: priority Secured Credit: A Review and Critique *Statutory Liens under State Law 11/9/10 Text: Reader: Part 3, California Statutes Problem Set: 37 all UCC: analyze 9-109, 9-310, read *IRS Federal Tax Liens 11/11/10 Text: Reader: Part 4, IRC 6321 to 6323 Problem Set: 38 all *Why Secured Credit? 11/16/10 Text: Problem Set: 40 all Group Project *Compare Traditional Secured Credit to Securitization 11/18/10 Text: none Reader: Part 5, Creative Finance 10