2011 Commercial Law Developments
This is the full version of the 2011 Commercial Law Developments, as referred to in the Business Law Section's 2011 Annual Review.
February 23, 2012
- Steven O. Weise, Proskauer Rose LLP, Los Angeles, California
- Teresa Wilton Harmon, Sidley Austin LLP, Chicago, Illinois
- Lynn A. Soukup, Pillsbury Winthrop Shaw Pittman LLP, Washington, DC
We would like to express our deep appreciation to Stephen Sepinuck for his important contributions to these materials. We also miss our good friend Jeff Turner.
Table of Contents
A. Scope of Article 9 and Existence of a Secured Transaction
1. General
2. Insurance
3. Licensing
4. Consignments
5. Real Property
6. Leasing
7. Sales
8. Intellectual Property
9. Tort Claims
B. Security Agreement and Attachment of Security Interest
1. Security Agreement
2. Rights in the Collateral
3. Restrictions on Transfer
C. Description or Indication of Collateral and the Secured Debt — Security Agreements and Financing Statements
D. Perfection
1. Certificates of Title
2. Control
3. Possession
4. Financing Statements: Debtor and Secured Party Name
5. Filing of Financing Statement — Manner and Location
6. Termination and Lapse of Financing Statement
E. Priority
1. Lien Creditors
2. Buyers
3. Statutory Liens; Forfeiture
4. Subordination and Subrogation
5. Equitable Claims
6. Set Off
7. Priority — Competing Security Interests
8. Purchase-Money Security Interests
9. Proceeds
F. Default and Foreclosure
1. Default
2. Repossession of Collateral
3. Notice of Foreclosure Sale
4. Commercial Reasonableness of Foreclosure Sale
5. Effect of Failure to Give Notice, Conduct Commercially Reasonable Foreclosure Sale, or Otherwise Comply with Part 6 of Article 9
G. Collection
H. Retention of Collateral
A. Existence and Formation
B. Scope
C. Discharge
A. Regulatory and Tort Claims – Good Faith, Fiduciary Duties, Interference With Prospective Economic Advantage, Libel, Invasion of Privacy
B. Obligations Under Corporate Laws
C. Borrower Liability
D. Disputes Among Creditors and Intercreditor Issuer
A. Scope
1. General
2. Software and Other Intangibles
B. Contract Formation and Modification; Statute of Frauds; “Battle of the Forms”; Contract Interpretation; Title Issues
1. General
2. Battle of the Forms
C. Warranties and Products Liability
1. Warranties
2. Limitation of Liability
3. “Economic Loss” Doctrine
D. Performance, Breach and Damages
E. Personal Property Leasing
A. Negotiable Instruments and Holder in Due Course
B. Electronic Funds Transfer
A. Letters of Credit
B. Investment Securities
A. Formation, Scope, and Meaning of Agreement
B. Adhesion Contracts, Unconscionable Agreements, Good Faith and Other Public Policy Limits, Interference with Contract
C. Choice of Law
D. Arbitration
A. Bankruptcy Code
1. Automatic Stay
2. Substantive Consolidation
3. Claims
4. Bankruptcy Estate
5. Secured Parties, Set Off, Leases
6. Avoidance Actions
7. Executory Contract
8. Plan
9. Other
B. Consumer Law
C. Professional Liability
D. Other