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Commercial Transactions: A Systems Approach, Fourth Edition

Commercial Transactions: A Systems Approach, Fourth Edition - Lynn M. LoPucki,  Elizabeth Warren,  Ronald J. Mann,  Daniel L. Keating This is my second-favorite casebook I’ve come across so far. It is clear and concise and the problems illustrate practical application of the principles. The only thing about it is that commercial law isn’t really about anything, as far as I can tell. This is not the same as administrative law, where I’m sure it is about something, but I just have no idea what that is. We must have spent two or three weeks in my commercial law class discussing how to search databases, and that is just baffling to me. How is that a class? I mean, I understand that searching UCC filings is a potential problem because the search engines suck, but wow, that took about ten seconds to say. Noted. No further explanation necessary.

The commercial law class I took went through the UCC articles 2, 4, and 9, so it is a pretty good overview of the UCC if you’ve already taken sales. I mean, you can easily take it if you haven’t taken sales too because sales = goods are anything moveable. Now you’ve learned sales. By the same token, securities transactions = watch your collateral. I think that usually UCC-related finals have a significant multiple-choice component, so that is something to be aware of. If you take this class, definitely get the book Questions & Answers: Secured Transactions because it is a lifesaver. The questions on my final were not nearly as hard as the questions in that book, so it was excellent practice. I know I got at least one wrong, and that is so annoying to me because I totally knew that if a debtor changes location and adds after-acquired collateral of the same type covered in the security agreement description, that collateral is secured with the other covered collateral for four months after the move. But, I said after-acquired wasn’t covered! What was I thinking? Lame.

Interesting fact of note: credit and cash are treated differently as proceeds of collateral. So, say Eh! loans $10 to me and the collateral secured by our agreement is my copy of [b:Lips Touch: Three Times|12125488|Lips Touch Three Times (Turtleback School & Library Binding Edition)|Laini Taylor|http://ecx.images-amazon.com/images/I/41R-Cpm2vdL._SL75_.jpg|6556598] and any proceeds from the book. But, then I sell my copy of Lips Touch to Ceridwen for $5 and a pie. Ceridwen pays the $5 with her credit card from her paypal account, and mails me the pie. So, Eh! probably has security in the pie until I eat it, so if I don’t pay her back, she can demand the pie, but she might not have security in the paypal money unless her security agreement specifically provided for “payment intangibles.” That is my understanding at least. So, security in credit transactions is effectively disfavored. If Ceridwen had paid me in cash, Eh! would have had a security in that with no problems. This could be different from state to state, but most, if not all, states adopt the UCC as written with few variations. If you were wondering, after I eat the pie, Eh!’s security is probably worth shit . . . literally!!

Even if Eh! has no security in collateral for the loan, though, I would still owe her the money. It just means that the loan is unsecured debt, which is disfavored almost unilaterally. To enforce payment of unsecured debt, you have to go through the judicial system and have the sheriff levy on property, and it is quite a hassle. If the debt is secured in pie, you can just go to the person’s house and take the pie out of the window sill, as long as you don’t disturb the peace. Which, who has ever seen any cartoon animal disturb the peace by taking pie out of a window sill. It is unheard of.

My advice: don’t secure your debt with pie unless it is inventory of a pie store. That collateral turns to shit proceeds pretty quickly.