Secured Transactions
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Instructor: Prof. Avery Katz, 638 Jerome Greene Hall (854-0066, ak472@columbia.edu.) My regular conference hours for the Fall 2008 term will be announced during the first week of the term, but students enrolled in my classes are generally welcome on a walk-in basis. To make an appointment at other times, just call or e-mail me. Should you need to contact my faculty assistant, she is Amara Levy-Moore, 600/4 Jerome Greene Hall (854-0064, alevym@law.columbia.edu.)
Class meets: Mondays and Wednesdays, 9:30– 10:50 am, location TBA. Please check the official CLS curriculum schedule for the most up-to-date information regarding any scheduling changes.
Course description: 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 and interrelated body of law with a distinctive philosophical approach. Second, it focuses on the activities of the commercial business sector sector — a subcommunity of relatively sophisticated private actors, who typically bargain at arms' length, are motivated by the goal of 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 and planning business transactions.
The course also covers certain provisions of Articles 1, 2, and 2A of the UCC and of the federal Bankruptcy Code. 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, creditors' duties of care and good faith, the process of default and foreclosure, and the effect of bankruptcy law on debtor and creditor rights. Depending on available time, additional topics may include commercial leases, third-party guaranties, fraudulent conveyances, and letters of credit under UCC Article 5.
Requirements and format: The class format will combine lecture and discussion. Students are expected to prepare for and to participate in class discussion on a regular basis. Grades will be based primarily on a proctored final examination, and secondarily on two in-class quizzes, scheduled for Wednesday, February 27 and Monday, April 14.
Both the quizzes and the final will be open-book, though they will differ in format. The quizzes will consist solely of true-false questions and are designed to test students on basic statutory mechanics; they will together receive one-third weight in calculating overall course grades. The final exam will be in essay format and will focus on broader concepts and skills, and will receive two-thirds weight in calculating course grades.
In addition, students who make significant positive contributions to class discussion over the semester may have their grades raised by one point (e.g., from B+ to A-); and those whose participation has been delinquent may have their grades lowered.
Online resources: A copy of this syllabus, as well as copies of reading assignments, handouts and other class-related materials as they become available, and an online discussion group can be found on the official course page on the Columbia server, at http://www.columbia.edu/~ak472/sectrans. You may also send e-mail to the class at mail_08S_L6221_001@equinox.law.columbia.edu.
Readings: There are two required texts: William D. Warren and Steven D. Walt, Secured Transactions in Personal Property (Foundation Press, 7th ed 2007), and Baird, Eisenberg and Jackson's Commercial And Debtor-Creditor Law: Selected Statutes, 2007 ed. (West Group). There is also a required coursepack consisting of supplementary cases and readings, available from Printing Services (located between the law school and the School of International and Public Affairs) and also available online to registered students (you will need your network ID and password to access it from the law school server).
Students who desire additional background reading are encouraged to consult James J. White and Robert Summers, Uniform Commercial Code (West: 5th stud. ed. 1999), John Dolan, Commercial Law: Essential Terms and Transactions (Aspen: 2d ed. 1997), or Douglas Baird, The Elements of Bankruptcy (Foundation: 3d ed. 2001), all of which will be placed on course reserve at the law library.
A list of reading assignments for the first part of the course is attached. These assignments may be modified as the semester goes along.
First assignment: For the first class meeting on Monday, January 14, please read and be prepared to discuss the first case in the coursepack, O’Connor v. Clark. You should also bring your statute book with you to class.
Reading assignments
Here is a tentative schedule of reading assignments for the term. Please note that the assignments may be modified. Weekly updates will be posted on the announcement page of this site; specific assignments for each class will be announced in the preceding class.
Page numbers refer to the Warren and Walt casebook, Relevant sections of the UCC and other statutes can be found in the statutory supplement; whenever a statutory section is referenced in the casebook or coursepack, you will need to look up that section in the supplement and read it with care. Bracketed numbers refer to the supplementary coursepack.
Date Topic Reading Mon 1/14 The problem of ostensible ownership. O'Connor v. Clark [1]. Wed 1/16 Conflicting rights to goods under the UCC. UCC §2-403(1), Alamo Rent-A-Car [2]. Mon 1/21 Martin Luther King, Jr. holiday: no classes meet. Wed 1/23 Conflicting rights to goods under the UCC, continued. §2-403(2), Porter v. Wertz [3]. Mon 1/28 Introduction to personal property security. pp. 1-18, §§1-103 and 9-201. Wed 1/30 Introduction to personal property security, continued. Honnold et al. [4] and Schwartz/Scott [5]. Mon 2/04 Attachment: creating an enforceable security interest. pp. 18-50; §9-203. Wed 2/06 Perfecting a security interest: the filing system. pp. 51-83; §§9-502 and 9-516. Mon 2/11 Perfection by filing, continued. pp. 83-95; §§9-507 and 9-508. Wed 2/13 Perfection by possession and control. pp. 95-105; §§9-309, 9-312, and 9-313. Mon 2/18 Basic creditor priorities under article 9. pp. 117-129 and 146-148; §§9-317(a) and 9-322. Wed 2/20 Purchase money priority. Scott [6]; pp. 129-146; §§9-103 and 9-324. Mon 2/25 Rights of buyers and lessees. pp. 148-159; §§9-315(a) and 9-320. Wed 2/27 Quiz #1 Mon 3/03 Rights to payment; securitization transactions. pp. 160-186; §§9-109 and 9-315. Wed 3/05 Rights of the account debtor, chattel paper. Artoc Bank & Trust v. Apex Oil [7] and §9-404; pp. 186-196 and §9-330. Mon 3/10 Deposit accounts and cash proceeds. pp. 196-223; §§9-327, 9-332, and 9-340. Wed 3/12 Topic to be announced. Mon 3/17 Spring break: no classes meet. Wed 3/19 Mon 3/24 Enforcement of security interests. Scott [8]; pp. 247-266; §§9-601, 9-602, 9-603 and 1-208. Wed 3/26 Repossession and resale of collateral pp. 266-296; §§9-609, 9-610, 9-625 and 9-627. Mon 3/31 Strict foreclosure, rights of 3d parties after foreclosure pp. 296-322; §§9-607, 9-608, 9-620, and 9-626. Wed 4/02 Alternatives to secured credit: personal property leases. pp. 323-349; §1-201(37). Mon 4/07 Alternatives to secured credit: guaranties and loan covenants. Katz [9], Pentax v. Boyd [10], ESL v Bovee [11]. Wed 4/09 Security interests in investment property pp. 407-444, §§8-102, 8-106, 9-207, 9-328. Mon 4/14 Quiz #2 Wed 4/16
Secured claims in bankruptcy. pp. 461-491; Bankruptcy Code §§361 and 362. Mon 4/21 Trustee's avoidance powers. pp. 492-494 and 511-519; BC §§544 and 548 Wed 4/23
Preferences in bankruptcy. pp. 494-507; BC §547. Mon 4/28 Preferences in bankruptcy, continued. pp. 507-519.