May 3rd, 2021 · Comments Off on Creating a Security Interest – Overview: Discussions in Secured Transactions · Lawdibles Audio, Secured Transactions
This podcast by Professor Jennifer S. Martin provides an overview of the process by which a creditor attaches a security interest to collateral under Article 9 of the Uniform Commercial Code, thereby making it enforceable by the creditor in the event there are unmet obligations to the creditor (in most cases by non-payment of a loan by the debtor). The podcast reviews the requirements of security agreements and uses a series of examples to demonstrate when a security interest attaches.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Describe the process by which a secured creditor could attach its security interest to collateral, thus making it enforceable against the debtor.
2. Identify the key elements of attachment: (i) value given; (ii) debtor having rights in the collateral and; (iii) satisfaction of one of the alternative conditions, most often having a security agreement signed by the debtor.
April 26th, 2021 · Comments Off on Purchase Money Security Interests Part II: Discussions in Secured Transactions · Lawdibles Audio, Secured Transactions
The topic of this podcast by Professor Scott J. Burnham is to identify when a purchase money security interest (“PMSI” or PIM-zee) has been created and to identify fact patterns that frequently appear on law school and bar examinations where it is significant that a security interest is a PMSI. Remember, a PMSI is simply a specific type of security interest. This podcast is the second of two covering PMSIs. Here is the first podcast.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Define the rule of attachment under the rules of § 9-203.
2. Explain what a seller or lender must do under § 9-103 to create a PMSI.
3. State the importance of § 9-309 on a PMSI in consumer goods.
4. Discuss the exception to automatic perfection.
5. Discuss the superpriority rules of § 9-324.
6. Provide an example of the application of § 9-317.
7. Explain a priority contest with a judicial lien creditor or bankruptcy trustee.
8. Define the “yard sale” rule under § 9-320(b).
9. Describe the effect of priority rules for fixtures in § 9-334 if the security interest is a PMSI.
April 19th, 2021 · Comments Off on Priority Between a Secured Party and a Party with a Lien: Discussions in Secured Transactions · Lawdibles Audio, Secured Transactions
This podcast by Professor Scott J. Burnham discusses the priority between a secured party and a party with a lien, including a judicial lien creditor, a creditor with a lien arising by operation of law, a creditor with an agricultural lien, and the IRS with a tax lien. The podcast discusses the relationship between Bankruptcy Code § 544(a), often referred to as “the strong arm clause,” and a PMSI (Purchase Money Security Interest).
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Identify a judicial lien creditor.
2. Identify a creditor with a lien arising by operation of law.
3. Identify, a creditor with an agricultural lien.
4. Explain when the IRS will levy a tax lien.
5. Determine whether the lien or a security interest has priority in the collateral.
April 12th, 2021 · Comments Off on Classification of Collateral II: Discussions in Secured Transactions · Lawdibles Audio, Secured Transactions
This is the second of two podcasts by Professor Jennifer S. Martin that describe the process by which a creditor identifies collateral subject to a security interest under Article 9 of the Uniform Commercial Code. This podcast focuses primarily on descriptions of intangible personal property, including the descriptions used in a security agreement. See Classification of Collateral I for classifications of collateral constituting tangible property.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Describe how a secured creditor goes about describing the collateral in the security agreement, particularly when using a type of collateral defined in the Uniform Commercial Code.
2. Describe and identify the intangible and quasi-intangible property definitions: accounts, chattel paper, commercial tort claims, deposit accounts, instruments, documents, investment property, general intangibles, letter of credit rights, and money.
April 6th, 2021 · Comments Off on Classification of Collateral I: Discussions in Secured Transactions · Lawdibles Audio, Secured Transactions
This is the first of two podcasts by Professor Jennifer S. Martin that describe the process by which a creditor identifies collateral subject to a security interest under Article 9 of the Uniform Commercial Code. This podcast focuses primarily on descriptions of tangible personal property, including the descriptions used in a security agreement. See Classification of Collateral II for classifications of collateral constituting intangible property.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Describe how a secured creditor goes about describing the collateral in the security agreement, including by specific listing, category, and type of collateral defined in the Uniform Commercial Code.
2. Describe and identify the tangible property definitions for goods: inventory, farm products, consumer goods, and equipment.
March 25th, 2021 · Comments Off on Implied Conditions: Discussions in Contracts · Contracts, Lawdibles Audio
The topic of this podcast by Professor Scott J. Burnham is when a court will supply a condition even where the parties have not expressly written one into the contract. It distinguishes between a promise and a condition under Restatement (Second) of Contracts §§ 2 and 224. This podcast references two other podcasts: Express Conditions and the Excuse of Conditions that is used by courts to avoid harsh results of conditions. Additionally, this podcast provides hypotheticals that illustrate the relationship between implied conditions and the rule of constructive conditions of exchange.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Distinguish between a promise and a condition.
2. State an example of implied conditions.
3. Explain the origin of implied conditions.
4. Explain a court’s determination when there is substantial performance.
5. State what the remedy is when a promise is breached and when a condition is not satisfied.
March 16th, 2021 · Comments Off on Excuse of Conditions: Discussions in Contracts · Contracts, Lawdibles Audio
The topic of this podcast by Professor Scott J. Burnham is when a court will excuse satisfaction of a condition to avoid the harsh effects of forfeiture when a condition fails. It also looks at what happens when a court has determined that there is a condition and the failure of the condition might cause a hardship. This podcast is related to the discussion of conditions in two other podcasts: Express Conditions and Implied Conditions, and contrasts the court’s application of excuse of conditions with express conditions. The podcast includes an explanation of restitution as it relates to excuse of condition as well as a brief explanation of Clark v. West Publishing Company. The podcast concludes with an explanation of Restatement (Second) of Contracts § 229.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Define a condition.
2. Distinguish between a promise and a condition.
3. Explain the policy reasons courts use to excuse satisfaction of a condition.
4. Provide examples of when a court might look to 1) waiver, 2) divisible contract, 3) restitution, and 4) excuse of condition.
March 9th, 2021 · Comments Off on Express Conditions: Discussions in Contracts · Contracts, Lawdibles Audio
The topic of this podcast by Professor Scott J. Burnham is when language in a contract is an express condition, such that failure to satisfy the condition results in a performance not being due. A condition can be a good way to hedge in case a party is concerned that it can’t meet its commitments and wants to avoid being in breach of contract. This podcast is related to the discussion of conditions in two other podcasts: Excuse of Conditions and Implied Conditions. This podcast discusses Clark v. West Publishing Company, and explains why drafters should use terms such as “if” or “on condition that” to make it clear that a term is a condition.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Define a condition.
2. Distinguish between a promise and a condition.
3. Provide an example of an express condition.
4. Explain why an express condition is an exception to the parol evidence rule.
5. State what the remedy is when a promise is breached and when a condition is not satisfied.
March 2nd, 2021 · Comments Off on Mitigation: Discussions in Contracts · Contracts, Lawdibles Audio
This podcast by Professor Scott J. Burnham explores the basic concept of mitigation, or, as it is sometimes called, avoidable consequences, which is used in computing damages. Mitigation is a principle that can limit a plaintiff’s recovery in a claim for breach of contract. The principle is stated in Restatement (Second) of Contracts § 350(1). The podcast also discusses Rockingham County v. Luten Bridge Co. and the twist on the common law rule of mitigation found in U.C.C. § 2-704.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Explain the limitation that mitigation puts on the non-breaching party’s recovery.
2. State examples of mitigation from both the common law and the sale of goods under the U.C.C.
February 22nd, 2021 · Comments Off on Tortious Interference: Discussions in Torts · Lawdibles Audio, Torts
The topic of this podcast by Professor Scott J. Burnham is Tortious Interference – when one of the parties to a contract claims that a third party wrongfully interfered with the contract by inducing the other party to breach. The rule for when tortious interference arises after a contract can be found in Restatement (Second) of Torts § 766. Tortious interference can also arise before the contract is formed, when the third party is claimed to have interfered with the formation of a contract. The podcast includes a discussion of defenses to a claim of tortious interference, and examines the fine line between unlawful and permissible interference per Restatement (Second) of Torts § 767. The cases Texaco, Inc. v. Pennzoil Co. and Phillips v. MEA are covered, as is the movie The Insider which was based on a real tortious interference case.
Learning Outcomes
On completion of the podcast, the student will be able to:
1. Identify when a party to a contract may have a claim against a third party for tortious interference.
2. Discuss defenses to a tortious interference claim.
