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 methodological approach. Second, it focuses on the activities of the commercial business sector -- a community of relatively sophisticated private actors who typically bargain at arms' length, are primarily motivated by 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, 2A, and 5 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, letters of credit, third-party guaranties and other credit enhancement devices, and the effect of bankruptcy law on debtor and creditor rights.