Canons of Statutory Interpretation

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Canons of Statutory Interpretation Karl
Llewellyn, Remarks On Theory of Appellate
Decisions, 3 Vand. L. Rev. 365 (1950) - Construe
according to plain meaning Check definitions in
Articles 1 9 - Construe to avoid surplus
language Every word should have some
meaning - Construe according to intent of
drafters See official comments - Construe in
accord with overall policy See Rev. 1-103
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Lease or Security Interest? Revised 1-203 Sale
Parties contemplate title passing to buyer, no
reversionary interest for seller. Lease
Parties contemplate reversionary interest for
lessor.
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Is the transaction excluded from Article 9
(wholly or partially)? - statutory preemption
9-109(c) - excluded by Article 9 9-109(d)
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Complete Legal Name Name on Financing
Statement Michael A. Erwin Mike
Erwin Terrance Joseph Kinderknecht Terry J.
Kinderknecht Rodger House Roger House
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12/31/98 B of A files f.s. listing debtors as
Ronald and Trenna Grabowski at 12047 State
Highway 37, Benton, Illinois 62812 address
of their farm equipment business, not their
farm. Collateral is described as all
equipment 1/18/2000 South Pointe Bank files
f.s. listing debtors as Ronald and Trenna
Grabowski at P.O. Box 38, Dubois,
Illinois 62831. Collateral described as JD 925
Flex Platform JD 4630 Tractor,JD 630 Disk 28
1998
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Collateral Descriptions Security Agreement
9-108 9-203 Financing Statement 9-108
9-502, comment 2 9-504
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Bogus Filings 1) Debtor is authorized to file
termination statement if s.p. wrongfully refuses
to file one. Must state that it is filed
by Debtor. 9-509(d). 2) Debtor may file
correction statement. 9-518 3) In any event,
financing statement remains on file until 1 year
after lapse. 9-519(g). 4) Debtor may sue
wrongful filer for damages. 9-625 5) Debtor
may seek to clear title or seek criminal
prosecution outside of Article 9. 9-518, comment
3.
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Choice of law for perfection which states law
governs questions of perfection, effect of
perfection priority? 1) Is transaction
described in 9-302 9-306? If so, use
rules from the appropriate section. 2)
Otherwise, use 9-301. 3) Other choice of law
issues Former UCC 1-105
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Where is the debtor located? 9-307 Individual
principal residence U.S. reg. organization (e.g.
corporation organized under Delaware law) state
of organization Other organization place of
business, if more than one place of business,
chief executive office If location outside U.S.
foreign jurisdiction only if it has filing
system, otherwise D.C.
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PMSP vs. Non-PMSP Rule for goods other than
inventory and livestock that are farm products
pmsp wins if files w/in 20 days after
debtor receives possession of the goods PMSP vs.
gap lien creditor PMSP wins if files w/in 20
days after debtor receives collateral 9-317(e)
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Perfection by control Mandatory deposit
account letter of credit right (exception Under
9-308(d)). 9-312(b) Permissive investment
property, electronic chattel paper electronic
documents of title. 9-314 How to take control
9-104 9-107 Special priority rules for
deposit accounts, investment property and letter
of credit rights 9-327 9-329
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Food Security Act 7 USC 1631 Normal rule
biocob commission merchants (e.g. auctioneers)
take free of security interests in farm
products (reverses UCC rule) Exceptions (must
pay off s.p. to take free) - biocob or
commission merchant receive specified notice
of security interest w/in 1 year before purchase
(seller is required to give secured party a list
of buyers and commission Merchants) -state
establishes filing system pursuant to which
buyers register, special financing statements
are filed by s.p., and buyer receives list of
secured parties who are financing debtor
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S.p. vs. lessee of collateral 2A-307
9-321 Lessor vs. s.p. of lessee 2A-307 S.p.
vs. Buyer of collateral w/Art. 2 s.i. 2-711(3),
9-110 Unpaid Seller vs. secured party of buyer
2-403, 2-702 Holder of statutory lien vs. s.p.
9-109(d)(2), 9-333
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Priorities regarding accessions commingled
goods 9-335 9-336 Secured parties vs. U.S.
government general priority Statute, 31 usc
3713, tax liens, 26 usc 6323
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Plymouth Savings Bank v. IRS 9/22/93 SP
filed financing statement 4/13/94 S.i. created
in assets in question 12/19/94 First tax lien
filed for FICA liability 2/14/95 Second tax
lien filed for FICA liability 3/31/95 Debtor
contracts with hospital to help it obtain state
license. 75,000 to be paid 2 years after
license obtained. 5/15/95 Hospital obtains
license (debtor sold her license to hospital).
75,000 yet unpaid.
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Secured party vs. bankruptcy trustee - strong
arm provision of BC 544 - ability to avoid
preferences under BC 547 - ability to avoid
fraudulent transfers under BC 548
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Problem 100 4/17 Security interest
created 4/18 D files for bankruptcy 4/18 (1
hour later) F.S. filed
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