SECURED TRANSACTIONS
PROFESSOR HENNIGAN
I. Classifying the Collateral UCC 9-105, 9-106, 9-109
* Goods
* inventory
* farm products
* consumer goods
* equipment
* Semi-intangibles
* documents
* chattel paper: a writing which evidences both a monetary obligation and a security interest in or lease of specific goods
* instruments: a negotiable instrument or any other writing which evidences a right to the payment of money and is not itself a security agreement or lease
* negotiable instrument UCC 3-104
an unconditional promise to pay a fixed amount of money which
* is payable to bearer or to order
* is payable on demand or at a definite time
* does not require anything else of either party
* Pure intangibles: no physical embodiment of the right
* accounts: any right to payment for goods sold or leased which is not evidenced by an instrument or chattel paper
* general intangibles
* Sui Generis
* investment property
* fixtures
* money
* To determine if something is a pure intangible or an instrument, ask if the right to payment is embodied in the contract. If payment can be made to someone other than the holder of the piece of paper, it is a pure intangible
* a promissory note is not a pure intangible
* a contract which only requires payment upon further commitment by seller
* credit card payment is unclear under the current UCC, under Revised 9-102 (a)(2), it is an account
* The difference between consumer good and equipment is the intended use by the buyer. If it is primarily personal use it is consumer goods, otherwise equipment. (50/50 goes to equipment)
* under Revised 9-102 (42) software is a general intangible
* under Revised 9-102 (44) a computer program imbedded in goods is a good
II. Creating a Security Interest: UCC 9-203
* 3 requirements for a security interest to attach:
* signed security agreement with a description of collateral
* value given
* debtor has rights in the collateral
* Security Agreement, UCC 9-105 (l): an agreement that creates or provides for a security interest
* no specific writing is technically required, the court can find a security agreement where various documents evid
nterest is perfected when it has attached and all steps required for perfection have been taken
* UCC 9-302: the most common method to perfect is by filing a financing statement. Some items can only be perfected by taking possession, for some items either method works
* Chattel paper
* by filing (9-304)
* by taking possession (9-305)
* Instrument
* by possession (9-305)
* You may not perfect by filing (9-304 (1))
* Account
* by filing (9-304)
* Inventory
* by possession (9-305) (goods)
* by filing (9-302)
* Equipment
* by possession (9-305) (goods)
* by filing (9-302)
* A sale of a promissory note
* not currently an Article 9 transaction (9-102)
* under Revised 9-109 it is an Article 9 transaction and is automatically perfected under Revised 9-309 (4)
* Purchase Money Security Interest in Consumer Goods
* PMSI UCC: 9-107
