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SECURED TRANSACTIONS

Prof. Jason Kilborn

Spring 2009 Syllabus

I.          Course Summary & Class Structure

            This course will cover a complex area of the law that virtually every lawyer will encounter at some point in his or her career--and perhaps quite often.  Knowledge of this law will empower you to control some difficult situations (and prove your above-average intelligence to your colleagues!).  The course will introduce you to the law governing the rights of creditors to take “security interests” in the movable (personal) property of those who owe them money or other obligations (“obligors” or “debtors”).  In the event of nonpayment of the obligation (“default”), such security interests generally allow the “secured” creditor to take the debtor’s property (“repossession”), dispose of it by sale or otherwise (“foreclosure”), and use the sale proceeds to cover the unpaid obligation.  The rights of creditors to take and enforce security interests in personal property are governed  by Article 9 of the Uniform Commercial Code, as enacted by Illinois and every other state.  The focus of this course will be the provisions of Article 9 in its uniform version, from which Illinois has not diverged significantly.

            In making our way through the recently revised coursebook, we will spend most of our time working through problems to see how these rules apply to realistic fact scenarios that you might encounter in practice or on the bar exam.  The cases in the book are for illustration only--I will generally NOT discuss them or ask you to discuss them in class.  The focus of this class and this subject matter is the collection of statutes in Article 9 of the UCC and their application to real-life problems.  To maximize the potential for productive classroom discussion, I have tried to limit the length of assignments, and you should be thoroughly prepared to discuss the problems, although I will strive not make anyone uncomfortable when called on in class.  I suggest that, the first time the coursebook calls for reference to a section of Article 9 or other law, you read the section carefully and at least skim the official comments in the UCC.  These comments, while not “law” per se, are often helpful to an understanding of the provision of law, and courts often rely on them in interpreting difficult or ambiguous sections of the UCC.

II.  Course Goals

            The primary goal of this course is to develop in each of you a facility to work with Article 9 in analyzing and solving problems relating to consensual security interests in personal property--and to HAVE FUN doing it!  We will develop a general knowledge of concepts encountered in this field, as well as where to look in a certain state’s version of Article 9 (or not to look in Article 9 at all) to resolve problems when they arise.  We will also continue to refine our statutory interpretation skills, to facilitate our ability to read and understand the relevant statute when we have found it.

III.  Required Materials

1)  Lynn M. LoPucki & Elizabeth Warren, Secured Credit:  A Systems Approach (6th ed., Aspen Law & Business 2009), ISBN 978-0-7355-7649-0. 

2)  A relatively recent version of the official text and comments of the Uniform Commercial Code.  I have ordered one very good statutory supplement for the bookstore, Comprehensive Commercial Law Statutory Supplement (Ronald J. Mann, Elizabeth Warren, Jay Lawrence Westbrook eds., Aspen Law & Business 2008), ISBN: 978-0-7355-7208-9, but any similar UCC supplement with the 2001 revised version of Article 9 will do, such as the one you might have used for a Contracts, Sales, or Payment Systems class.

IV.  Evaluation

            You will be evaluated based on your performance on one final examination.  The exam will consist of a series of essay-type problems generally of the type discussed in class, perhaps with some multiple-choice questions, as well.  You may bring with you and refer to during the exam anything that is neither alive nor disturbing to other students.

IV.  Assignments  

            I have posted a running assignments link on my website.  I do not anticipate that the Running Assignments list will change during the semester (unless we are using a new edition of the book), but if it does, I will announce such a change in class.