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JOIN THE UNIFORM COMMERCIAL CODE COMMITTEE ONLINE!
FREE FOR ALL BUSINESS LAW MEMBERS
JOIN THE COMMERCIAL FINANCE COMMITTEE ONLINE!
FREE FOR ALL BUSINESS LAW MEMBERS
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Messages from the Chairs
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Mark Your Calendars
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July 16, 2009 - 8th Annual Commercial Law Developments Program - (Broadcast CLE)
For those who missed the fast-paced and funny annual recap of cases on UCC
and other commercial law issues at the ABA 2009 Spring Meeting, you have
another chance - Steve Weise and Teresa Harmon will present a web/audio cast
of the 8th Annual Commercial Law Developments program on July 16th.
Register here.
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July 30, 2009 - ABA Annual Meeting - Chicago, IL
The ABA 2009 Annual Meeting will be returning to Chicago this
summer from July 30th until August 4th. The meeting features over
250 CLE programs, committee, subcommittee and task force
meetings and social events. Additional information
can be accessed at the Annual Meeting's website
and you can register onsite at the meeting.
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September 23-25, 2009 - National Conference for the Minority Lawyer - Philadelphia, PA
The ABA Section of Business Law has announced the 2009 National Conference for the
Minority Lawyer to be held in Philadelphia at the Hotel Sofitel Philidelphia.
More information is available here.
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September 25-26, 2009 - Joint Review Committee for Uniform Commercial Code Article 9 - Minneapolis, MN
The Joint Review Committee for Uniform Commercial Code will meet Friday, September 25 and Saturday, September 26
to discuss the recommended amendments to Article 9.
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November 4, 2009 - ComFin Fall Meeting - Las Vegas, NV
Viva Las Vegas. The ComFin Meeting will be held Wednesday, November 4, 2009 in Las Vegas, Nevada, in
conjunction with the Commercial Finance Association Annual Convention.
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November 20-21, 2009 - 2009 Section Fall Meeting - Washington, D.C.
The ABA Business Law Section has announced and asked that you "save the date" for
the 2009 Section Fall Meeting to be held in Washington, D.C. at The Ritz Carlton. More information
will become available here.
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Featured Articles
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The Existing Dispute Resolution Program Designed by and for the Financial
Services Industry: An Update
Donald Lee Rome, Retired Partner from Robinson & Cole LLP, and Sandra Partridge, Vice President of American Arbitration Association
Financial issues and disputes dominate today's news and are likely to
continue as the long tangle of mistakes, misrepresentations, misjudgments
and frauds in the financial sector unwinds. Commercial finance attorneys
are facing larger and more complex caseloads than ever as financial
institutions and insurers reveal the fragile underpinnings of many types of
financial transactions—sub-prime mortgages, securitized debt
obligations, commercial loans and mortgages, interest rate swap agreements,
and other financial products. This situation is producing disputes not only
between borrower and lender, but also between financial institutions that
are counter-parties themselves. The recession with its ripple effects is
also causing failures by companies to meet contractual obligations, leading
to business-to-business commercial disputes. These realities call for
additional participation and alternatives to time-consuming and costly
litigation.
More...
Beneficiaries Beware: Standby Letters of Credit Are Not Bullet Proof
Frederick L. Klein and David Krohn, DLA Piper LLP
Many believe that standby letters of credit are "better than
cash." Now, because of the turmoil in the financial services sector,
beneficiaries of standby letters of credit issued by FDIC-insured banks in
receivership are learning the hard way that these instruments may be
worthless. Standby letter of credit beneficiaries should review their
documents and take immediate action to ensure that they have the
protections they expected.
More...
Possible Changes in the Works for UCC Forms
Paul Hodnefield, Associate General Counsel for Corporation Service Company
Article 9 provides a safe harbor that prevents the filing office
from refusing to accept records submitted in the form and format
contained in UCC Section 9-521. The safe harbor has simplified the
form preparation process for secured parties and helped reduce
indexing errors by the filing office.
Nevertheless, some states have removed the safe harbor from statute
and there is growing pressure to make changes to the forms incorporated
into Section 9-521. This article explains why states have eliminated the
forms safe harbor and what changes may be in store for the forms.
More...
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Committee on Uniform Commercial Code: Spotlight
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Spotlight June 2009
Stephen L. Sepinuck, UCC Committee Chair
Kristen Adams, Chair, Subcommittee on General Provisions & Relation to Other Law
The purpose of this column is to identify some of the most disconcerting judicial
decisions interpreting the Uniform Commercial Code or related commercial laws.
The purpose of the column is not to be mean. It is not to get judges recalled, law
clerks fired, or litigators disciplined for incompetence. Instead, it is to shine a
spotlight on analytical errors, and thereby provide practitioners and judges with
reason to disregard the opinion.
Moore v. Wells Fargo Construction
903 N.E.2d 525 (Ind. Ct. App. 2009)
This case is one that will appeal to Clint Eastwood fans because it represents the good, the
bad, and the ugly.
The case involved a $558,000 loan by Wells Fargo Construction, formerly known as The CIT
Group/Equipment Financing, Inc., to McCawith Energy, Inc. to refinance a excavator apparently
used in McCawith's mining operations. The loan was secured by the excavator and guaranteed by
Richard Moore and several other principals of McCawith. The debtor defaulted and ceased
operations. CIT eventually located the excavator, which was then inoperable, and proceeded to
conduct a disposition.
More...
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Synergy Group Report
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Neal Kling, Kathleen Hopkins and Chris Rockers, Liaisons
The Synergy Group is a coalition of entities with similar interests in
finance and real estate, including BLS, RPTE, ACCFL, ACREL, ISCS, ACMA,
and CREW. Neal Kling, Chris Rockers and Kathleen Hopkins represent BLS
ComFin in the Synergy Group. The Synergy Group is working on two projects
of interest to ComFin members.
First, Chris Rockers and Kathleen Hopkins are representing ComFin in
connection with the Synergy Group's development of "Good Practices
Guidance for Lawyers Based on FATF Guidance." It is now in draft
form and in June the Synergy Group solicited comments from the Department
of Treasury. Please contact Chris Rockers or Kathleen Hopkins if you would
like an opportunity to review and comment on the current draft. For more
information on the FATF Guidance, please see the
Winter 2009 Commercial Law Newsletter.
Second, through the Synergy Group, ComFin's
Real Estate Financing Subcommittee
is co-sponsoring a CLE at the ABA 2009 Annual Meeting with its counterpart in
the ABA-RPTE. The CLE program will be conducted on August 1, 2009 at the
Chicago Hyatt at 8:30am, it is entitled "It Seemed Like a Good Idea at
the Time: Current Issues with Alternative Financing Vehicles." The
Synergy Group also plans to meet during the ABA 2009 Annual Meeting in Chicago,
and we are certain this program is just the beginning of many collaborative
projects.
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Committee on Uniform Commercial Code: Subcommittee Reports and
Developments Report
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Committee on Commercial Finance: Subcommittee and Task Force Reports
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Joint Subcommittee and Task Force Reports
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Useful Links and Websites
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Compiled by Carol Nulty Doody, Uniform Commercial Code Committee Editor
Please find below a list of electronic links that our members may find useful:
Pace University's database of CISG United Nations Convention on Contracts for the International Sale of Goods
decisions can be accessed at
http://cisgw3.law.pace.edu. The International Association of Commercial Administrators (IACA) maintains links to state model
administrative rules (MARS) and contact information for state level UCC administrators. That information
can be accessed at http://www.iaca.org.
The Uniform Law Commissioners maintains information regarding legislative reports and information
regarding upcoming meetings, including Joint Review Committee for Uniform Commercial Code Article 9.
You can access this information at http://www.nccusl.org/Update/.
In addition, the Commercial Finance Committee's Task Force on Surveys of State Commercial Laws
website links to surveys
of the law of all 50 states (except Connecticut, DC and Puerto Rico).
With your help, our list of electronic resources will continue to grow. Please feel free to forward other electronic resources
you would like to see included in future editions of the Commercial Law Newsletter, by sending them to Christine Gould Hamm
and Lauren Wallace, the Commercial Finance Co-Editors, or Carol Nulty Doody, the Uniform Commercial Code Editor.
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Committee Leadership Rosters
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