Commercial Transactions

  • This Subject Area Index lists all CALI lessons covering Commercial Transactions and Secured Transactions.
  • The Commercial Transactions and Secured Transactions Outline allows you to search for terms of art that correspond to topics you are studying to find suggestions for related CALI Lessons.
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CISG Basics: Performance

This lesson is third in a series that takes a look at performance of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries.

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CISG Basics: Formation

This lesson is second in a series that takes a look at formation of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries. There are 11 separate provisions on contract formation under the CISG. This lesson sets out the basic requisites for determining whether an offer exists, when it is accepted and how to address a battle of the forms if the CISG applies. The general attributes of domestic contracts and other CISG contracts are covered in other lessons.

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CISG Basics: Scope and General Provisions

This lesson is first in a series that takes a look at the basics of agreements governed by the U.N. Convention on the International Sale of Goods (CISG). The CISG provides a uniform set of rules for international sales contracts where the parties are located in different signatory countries. While some of the rules parallel those under the common law and Article 2 of the U.C.C., many are different. This lesson sets out the basic requisites for determining when the CISG applies and evaluating contracts governed by the CISG. The general attributes of domestic contracts and CISG contracts are covered in other lessons.

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Secured Transactions: Perfection of Security Interests Podcast

This podcast discusses how a secured creditor goes about perfecting its security interest in order to prevail against others who might claim the same collateral. This topic primarily requires a careful reading of UCC § 9-310 and a basic understanding of how a secured party attaches its security interest in the first place, under § 9-203. Concepts covered include Form-1 and Financing Statement.

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Secured Transactions: Lapse, Continuation, and Termination of Security Interests Podcast

The topic of this podcast is how a secured creditor goes about maintaining a perfected security interest in order to prevail against others who might claim the same collateral. This topic primarily requires a careful reading of UCC §§ 9-513 and 9-515 and a basic understanding of how a secured party attaches and perfects its security interest in the first place. The basic concepts associated with this podcast are: priority, perfection, lapse, termination, and continuation.

Lesson Viewed

Secured Transactions: Priority: Sellers v. Secured Parties Podcast

The topic of this podcast is which party will prevail in a competition for collateral as between sellers and the creditor with a security interest in the debtor’s assets. While secured parties might expect to prevail with respect to their collateral most of the time, sellers of goods to a debtor who have not been paid for the goods also have expectations.

Lesson Viewed

Secured Transactions: Priority: Purchase Money Security Interests (PMSI) Part 1 Podcast

The topic of this podcast is which party will prevail in a competition for collateral as between sellers or lenders having a purchase money security interest (“PMSI”) and other creditors with a security interest in the debtor’s assets. While secured parties might expect to prevail with respect to their collateral most of the time, those sellers and lenders that have a purchase money security interest also have expectations. This podcast will examine the nature of a PMSI and the rules that come into play to determine which creditor has priority under § 9-324.

Lesson Viewed

Secured Transactions: Priority: Buyers v. Secured Parties Podcast

The topic of this podcast is which party will prevail in a competition for collateral as between buyers of the collateral and secured parties. While secured parties might expect to prevail with respect to their collateral most of the time, buyers of goods also have expectations that are protected with respect to their purchases. The rules of Article 9 balance expectations so that buyers get good title to what they buy and have protection from pre-existing security interests in some circumstances. These rules are commonly tested on law school and bar examinations.

Lesson Viewed

Secured Transactions: Repossession of Collateral Podcast

The topic of this podcast is the nature of foreclosure of a security interest and, in particular, the right of a secured creditor to obtain possession of collateral after default. Like in many areas of the law a thorough understanding of secured transactions requires you to use the correct vocabulary relevant to the topic. Here we are using the rules set forth in the Uniform Commercial Code Article 9, though some of the basic concepts obtain their meaning from other law.

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Special Attachment Rules I: Retention of Title and Consignments: Discussions in Secured Transactions

This podcast will focus on two types of transactions that might not satisfy § 9-203’s elements but nevertheless create a security interest. These transactions create a security interest due to the form of the transaction: retention of title and consignments. This is the first of two podcasts on this topic; see also Special Attachment Rules II: Sales of Accounts, Chattel Paper, Promissory Notes, and Payment Intangibles

Lesson Viewed

Secured Transactions: True and Disguised Leases Podcast

This podcast evaluates when a transaction described as a “lease” will be considered a sale with a retention of a security interest and covered by Article 9. In particular, it will describe the situations that suggest that a lease is a true lease and those in which the lease is actually a disguised sale. The primary UCC provision associated with this inquiry is § 1-203, which contains the general rules of the road with respect to disguised leases.

Lesson Viewed

Secured Transactions: Bankruptcy and the Automatic Stay Podcast

The topic of this podcast is some of the basic concepts of bankruptcy, as well as the automatic stay, and some ways you might find to get around it. While most courses on secured transactions focus on U.C.C. Article 9, which is state law, sometimes you will find that a debtor declares bankruptcy. In the event that there is a bankruptcy, the secured creditor will have to know what actions it can and which it can’t take. Recall that while Article 9 is part of state law, bankruptcy law is part of federal statutory law.

Lesson Viewed

Secured Transactions: Basics Podcast

This podcast discusses the nature of security interests, as well as some of the basic vocabulary that you will need to understand the concepts, using the rules set forth in the Uniform Commercial Code Article 9. The rules of Article 9 are state statutory law. The primary terms of art associated with security interests are generally defined in either 1-201 or 9-102, though some definitions are contained elsewhere. This podcast primarily focuses on security interests created under Article 9.

Lesson Viewed

Secured Transactions: Possession, Control, and Automatic Perfection Podcast

This podcast explains how a secured creditor that does not file a financing statement goes about perfecting its security interest in order to prevail against others who might claim the same collateral, and  includes tips about the type of questions that might appear in the bar exam. This topic primarily requires a careful reading of UCC § 9-309 through § 9-314 and a basic understanding of how a secured party attaches its security interest in the first place.

Lesson Viewed

Secured Transactions: Debtors’ Names Podcast

This podcast explains how a secured creditor decides what debtor name it should use on a financing statement when perfecting its security interest. This topic primarily requires a careful reading of UCC § 9-503, § 9-506, and a basic understanding of how a secured party attaches its security interest in the first place. At the conclusion of this podcast you should be able to (1) identify the correct name to use for a debtor on a financing statement; and (2) describe when a secured creditor might want to make multiple filings. 

Lesson Viewed

Secured Transactions: Proceeds and Related Concepts Podcast

This podcast discusses the transformation of collateral subject to a security interest, in particular whether a security interest exists in proceeds, products, offspring, accessions, and the like. This topic primarily requires a careful reading of UCC § 9-315 and a basic understanding of how a secured party attaches its security interest in the first place.

Lesson Viewed

Secured Transactions: Scope of Article 9 Podcast

The topic of this podcast is to summarize and evaluate the nature of security interests covered by Article 9. It will also cover transactions that are within the scope of UCC Article 9 even though the parties may not have intended to create a security interest. The primary code section associated with this inquiry is 9-109. This podcast primarily focuses on security interests created under Article 9, with tips for the type of question often asked on bar exams.

Lesson Viewed

Secured Transactions: Fixtures Podcast

This podcast discusses how a secured creditor can perfect a security interest in goods that are or might become fixtures in order to prevail against UCC or real estate claimants of the same collateral. This topic primarily requires a careful reading of UCC § 9-334 and an understanding of what is a fixture. At the conclusion of the podcast you should be able to (1) describe what a fixture is; (2) describe how a secured creditor might go about perfecting a security interest in a fixture; and (3) describe some of the priority rules related to fixtures. 

Lesson Viewed

CANINE: Article Nine Problems / Chapter 9 - The Specifics of Enforceability -- After-acquired Collateral, Future Advances, ...

These interactive problems are to be used with CANINE Chapter 9 (Specifics of Enforceability -- After-acquired Collateral, Future Advances, Transferred Collateral and Proceeds, and the New Debtor Problem), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 8 - The Specifics of Enforceability -- A Security Agreement Authenticated by the Debtor or Its Legal Equivalent

These interactive problems are intended to be used with CANINE Chapter 8 (The Specifics of Enforceability -- A Security Agreement Authenticated by the Debtor or Its Legal Equivalent), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

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Statutory Interpretation

This lesson introduces the student to the doctrine and processes involved in interpreting state and federal statutes. Statutes are a critical part of every substantive area of the law, so this is important background for every student, legal professional, lawyer and judge.

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Battle of the Forms (UCC 2-207)

This lesson deals with the problem created by the Battle of the Forms. At common law, the mirror image rule requires an acceptance to be exactly like the offer. The rule is reversed under the Uniform Commercial Code, however. Under UCC § 2-207, an acceptance is still an acceptance even though it states different or additional terms from the offer. This lesson will explore the effect of such different or additional terms and when they are operative.

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New Ranch: Perfecting a Security Interest

The New Ranch lesson is the successor to the Ranch lesson. As with the Ranch, the New Ranch lesson leads students through the steps necessary to perfecting a security interest under Article 9 of the Uniform Commercial Code (UCC) in a multi-state contact situation. The exercise also assists students to understand many other provisions of Article 9, including those dealing with classification of collateral and those governing the place of filing within a particular state.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 24 - Continuing Perfection -- Changes as to the Use of the Collateral or in the Location of the Collateral or the Debtor and Security Interests in Proceeds

These interactive problems are intended to be used with CANINE Chapter 24 (Continuous Perfection -- Changes as to the Use of the Collateral or the Location of the Collateral or the Debtor; Security Interests in Proceeds), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 22 - Perfection as to Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper

These interactive problems are intended to be used with CANINE Chapter 22 (Perfection as to Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 20 - Perfection As To Fixtures And Other Real Estate Related Collateral

These interactive problems are intended to be used with CANINE Chapter 20 (Perfecting Security Interests in Fixtures and Other Real Estate Related Collateral), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 17 - Perfection As To Goods Subject To Certificate Of Title Legislation

These interactive problems are intended to be used with CANINE Chapter 17 (Perfection as to Goods Subject to Certificate of Title Legislation), but they also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.

Lesson Viewed

CANINE: Article Nine Problems / Chapter 16 - Perfecting Security Interests in Proceeds and Other Later Acquired Property

These interactive problems are intended for use with CANINE Chapter 16 (Perfecting Security Interests in Proceeds and Other Later-Acquired Property), but also may be used alone.

To see the entire textbook - CANINE: Complete Article Nine, click here.