Secured Transactions
Professor Neustadter

Syllabus - Fall 2004

Course description (3 units. Graded.)

    The course examines uniform state law governing consensual security interests in personal property and fixtures (Article 9 of the Uniform Commercial Code), a subject relevant to a wide range of law practice, including commercial and consumer finance, family law, and bankruptcy.  Specific topics include creation and perfection of security interests, priority disputes between competing claimants to property, rights and remedies of the creditor and debtor upon default, and the rights of the secured party and debtor in bankruptcy.

    The class meets MW 11:00 -12:15 p.m., in Bannan 135, beginning August 16, 2004.

Required reading materials

    1.  Lopucki and Warren, Secured Credit: A Systems Approach (4th Ed. Aspen);

    2.  Warren, Bankruptcy and Revised Article 9 (Aspen 2003 or later) (paperback statutory supplement) (or any statutory compendium containing Article 1 and Revised Article 9 of the Uniform Commercial Code).

Recommended reference sources

    White and Summers, Uniform Commercial Code: Secured Transactions (5th Ed. West Group)(paperback).

Assignments

    I will post assignments on my electronic reserve page for the course shortly after the end of each class meeting.  Typically, assignments will follow the sequence in the outline of reading assignments below.

Class attendance and participation

    I expect regular class attendance and consistent preparation of assignments in anticipation of class discussion. If you are not prepared for class discussion because of illness or for other appropriate reasons, please notify me prior to the start of class.

Classroom etiquette

    The classroom environment must be conducive to learning for all students.  Distractions made possible by advances in technology undermine that goal.  Accordingly, during class, in addition to usual courtesies, kindly

• disable and refrain from using cell phones, pagers, and any other communication device except for your laptop computer
• refrain from connecting to the Internet 
• refrain from displaying wallpaper, screen savers, or other material on your laptop computer that you can reasonably expect to be offensive to other students

Examination and grade

    There will be a final examination in the course.  Your grade in the course will be the grade you receive on the examination, except that I reserve the right to adjust your course grade downward for excessive absenteeism or frequent lack of preparation.

    The examination will be "limited open book."   This means that during the examination you may consult the Lopucki and Warren casebook, your statutory supplement, material distributed in class or through electronic reserve, and any notes, outlines or other work product, hard copy or electronic, that you have produced either alone or in cooperation with other students in the class.  You may not consult any other materials, including the White and Summers text, because the cost of these additional materials may disadvantage some students, and you may not consult prior practice examinations or model answers. 

    Copies of prior examination questions are posted on my website under the Prior Exam subheadings Commercial Transactions and Secured Debt.  I have model answers available for some of the questions and will make them available to anyone who sends me a copy of their answer.

Contact information and office hours

Office: Bergin 207
Phone (with voice mail): (408) 554-4378
E-mail: gneustadter@scu.edu
FAX: (408) 554-4426
Web site: http://www.scu.edu/law/FacWebPage/Neustadter/

    My formal office hours are MW 2:00 - 4:00 p.m.   I am on campus a significant portion of most weekdays except late Tuesday and Thursday afternoons and welcome unscheduled visits or appointments at times other than formal office hours.

Reading Assignments

    Reading assignments are to Lopucki and Warren, Secured Credit: A Systems Approach.  For each assignment to the casebook, you should also study those sections of UCC Article 9 and 1 (together with Official Comments) referred to in or inferred from the assigned portions of the casebook and apply the relevant sections to the assigned problems.  You will find those UCC sections in your statutory supplement.  For class discussion, prepare only those problems from the casebook that are specifically identified below.

Part One: The Creditor-Debtor Relationship

Chapter 1. Creditor's Remedies Under State Law

• Introduction (pp. xxv-xxviii) and Remedies of Unsecured Creditors Under State Law (pp. 3-20)(Problems 1.1-1.6)
  
• Security and Foreclosure (pp. 21-36)(2.1-2.2)
  
• Repossession of Collateral (pp. 37-58)(Probs. 3.1-3.7)
  
• Article 9 Sale and Deficiency (pp. 80-94)(Probs. 5.1-5.5)

Chapter 2. Creditor's Remedies in Bankruptcy

• Bankruptcy and the Automatic Stay (pp. 95-114)(Probs. 6.1-6.6)
  
• The Treatment of Secured Claims in Bankruptcy (pp. 115-134)(Probs. 7.1-7.5, 7.7)

Chapter 3. Creation of Security Interests

• Formalities for Attachment (pp. 135-154)(Probs. 8.1-8.5)
  
• What Collateral and Obligations are Covered? (pp. 155-167)(Probs. 9.1-9.5)
  
• Proceeds, Products, and Other Value-Tracing Concepts (pp. 168-182)(Probs. 10.1-10.6)
  
• Tracing Collateral Value During Bankruptcy (pp. 183-195)(Probs. 11.1-11.5)
  
• The Legal Limits on What May Be Collateral (pp. 196-213)(No problems/no class discussion)

Chapter 4. Default: The Gateway to Remedies

• Default, Acceleration, and Cure (pp. 217-248)(Probs. 13.1, 13.3, 13.4, 13.6)

Chapter 5. The Prototypical Secured Transaction

• The Prototypical Secured Transaction (pp. 253-72)(Probs. 15.1-15.4, 15.6)

Part Two: The Creditor-Third Party Relationship

Chapter 6. Perfection

• The Personal Property Filing System (pp. 275-293)(Probs. 16.1-16.4)
  
• Article 9 Financing Statements: The Debtor's Name (pp. 294-311)(Probs. 17.1, 17.3, 17.5, 17.6)
  
• Article 9 Financing Statements: Other Information (pp. 312-326)(Probs. 18.1-18.4, 18.6)
  
• Exceptions to the Article 9 Filing Requirement (pp. 323-344)(Probs. 19.1-19.4)
  
• The Land and Fixtures Recording Systems (pp. 345-360)(Probs. 20.1, but not (f) and (g), 20.2, 20.3)
  
• Characterizing Collateral for the Purpose of Perfection (pp. 361-374)(Probs. 21.1, 21.3)

Chapter 7. Maintaining Perfection

• Maintaining Perfection Through Lapse and Bankruptcy (pp. 375-389)(Probs. 22.1-22.3, 22.5)
  
• Maintaining Perfection Through Changes of Name, Identity, and Use (pp. 390-402)(Probs. 23.1-23.3, 23.5)
  
• Maintaining Perfection Through Relocation of Debtor or Collateral (pp. 403-414)(Probs. 24.1-24.3)

Chapter 9. Competitions for Collateral

• The Concept of Priority:  State Law (pp. 433-445) (Probs. 26.1-26.5)
  
• Lien Creditors Against Secured Creditors: The Basics (pp. 463-471)(Review Prob. 16.1 at p. 291, Probs. 28.1-28.4)
  
• Lien Creditors Against Secured Creditors: Future Advances (pp. 472-485)(Probs. 29.1-29.2)
  
• Trustees in Bankruptcy Against Secured Creditors: The Strong Arm Clasue (pp. 486-506)(Probs. 30.1)
  
• Trustees in Bankruptcy Against Secured Creditors: Preferences (pp. 507-518)(Probs. 31.1-31.3)
  
• Secured Creditors Against Secured Creditors: The Basics (pp. 519-534)(Probs. 32.1-32.7)
  
• Buyers Against Secured Creditors (pp. 592-608)(Probs. 36.1-36.6)