Preface

     Secured debt is an integral part of commercial, real estate, family, insolvency, consumer, and other areas of law practice. Repayment of debt may be secured by real property, personal property, fixtures, or a combination of all three, and the security may have been created by agreement of the parties, by statute, or by judicial process. These materials focus primarily on the central issues relating to debt secured by personal property or fixtures through the agreement of the parties:  how such debt is created, documented, and perfected, the rights of secured party and debtor upon the debtor's default, resolution of priority disputes between multiple parties with an interest in the same collateral, and the rights of secured party and debtor in the event of the debtor's bankruptcy.

      Debt secured by a consensual security interest in personal property or fixtures is governed primarily by Article 9 of the Uniform Commercial Code (as adopted, with some non-uniform amendments, by each of the fifty states).  In 1998, the National Conference of Commissioners on Uniform State Laws ("NCCUSL") and the American Law Institute ("ALI") approved Revised Article 9 of the Uniform Commerecial Code governing security interests in personal property and fixtures.  In 1999 and 2000, sponsors presented Revised Article 9 for adoption in the legislatures of each state, to become effective, and replace old Article 9, on July 1, 2001.  These materials are based on Revised Article 9, with occassional reference for purposes of comparison to old Article 9 or to pertinent California non-uniform amendments in Division 9 of the California Uniform Commercial Code.  Until controversies under Revised Article 9 ripen into reported litigatation, these materials must of necessity use cases decided under old Article 9.  Revised Article 9 renumbers most sections of Article 9.   Accordingly, I provide in each case a reference to the section of Revised Article 9 that is most nearly comparable to the section or sections of old Article 9 referred to in the case. 

      Article 9 of the Uniform Commercial Code and related federal bankruptcy law are voluminous and complex.  To keep the volume of material manageable, I have sacrificed treatment of some topics and much detail in the treatment of others.  In choosing, ordering, and writing the materials, and in the problems, I strive to emphasize the structure of interacting systems (both the formal systems of written law and the broader informal social systems in which the written law operates), to expose you to the complexity of some transactions, to force careful reading and use of statutes, and to treat the planning and the dispute resolution functions of the lawyer with equal dignity.

     These electronic course materials include a selection of primary sources (statutes, judicial opinions, and administrative regulations), commentary, hypothetical client problems, sample documents, and a glossary.  Note that the Topical Table of Contents includes links only to judicial opinions, commentary, and problems.  In turn, commentary and problems include links to relevant statutes or regulations.  From this editorial convention you should not infer that judicial opinions are more important or controlling than statutes or regulations.  I use this convention only to keep the Topical Table of Contents a manageable size.    

      Commentary provides context and introduces vocabulary and basic concepts.  Commentary is merely introductory, not encyclopedic, because a wide array of expository literature on the law of U.C.C. Article 9 already exists, including J.White & R. Summers, Uniform Commercial Code (5th Ed. West Group) (referred to as White and Summers), a widely acclaimed treatise on the Uniform Commercial Code by Professor James White of the University of Michigan School of Law and Professor Robert Summers of the Cornell University School of Law.  There is a wide variety of other secondary reading materials from which to choose, including other treatises and specialized U.C.C. reporters, most of which are available in the Law Library. 

     The hypothetical client problems ask you to respond to the needs of a hypothetical client based upon the primary sources linked from the same topic. 

     The materials contain a large number of hypertext links. Most links are internal, i.e. they are to other items in these materials, such as to a section of the Uniform Commercial Code, a commentary, problem, case, or sample document.  To pursue those links you need not be on line if you have downloaded these materials.  Some of the internal links are duplicative, in part for refreshing recollection or for emphasis and in part because I cannot know what files you will read first.  The drawback of the large number of internal hypertext links is that they may lead you down interminable paths and, early in the course, to topics that you study later in the course and that you need not read immediately.  To manage this problem, consider the following approach:  (1) in cases, follow all internal links; (2) in problems, follow all internal links; (3) in commentaries that you read for the first time, follow all internal links to statutes but reserve for later links to materials that have not yet been assigned; (4) in commentaries that you reread later in the course for purposes of review or enhanced understanding, follow all links to the extent they help you review and tie concepts together. 

     Links with a gray background, like the links several paragraphs above, are external, i.e. they are to relevant sites on the internet, for which you need to be on line. By linking to sites on the Internet I intend to convey an important message that transcends the substantive topic.  Lawyers try to solve problems by discovering, filtering, shaping and conveying information. As the Internet reveals, the information is vast, and diverse in purpose, form, and value. The tools for discovering and filtering information are powerful and daily become more efficient and accessible. The form in which the lawyer can shape and convey the information, the lawyer's creative contribution, is infinite. It is critical for you to comprehend the dimensions and shape of the information base and to master the tools of discovery and discernment. Please share with me sites you discover on the World Wide Web that you believe will enhance assignments for future students. 

     My thanks to Travis Wise, Santa Clara University School of Law, Class of 2000, for his web design and other assistance.

     Editorial notes: 

     These materials have been adapted from a larger group of electronic materials that includes treatment of consensual liens on real property (mortgages and deeds of trust).  The topical Table of Contents in these materials therefore deletes links to materials treating consensual liens on real property.   All of the materials to which links have been deleted are nonetheless still included in the electronic database that you have downloaded.  If interested, you may gain access to those unlinked materials by using the Explore function of the Windows operating system.       

     I have deleted some material from appellate opinions and some language from the text of statutes where not reasonably related to issues under consideration.  Asterisks ( * * * ) indicate such deletions.   I have reformated some portions of appellate opinions, and have deleted some footnotes without notation and some string citations with the notation "[Citations omitted.]"