U.C.C. Article 9, Filing-Based Priority, and Fundamental Property Principles: A Reply to Professor Plank Steven L. Harris and Charles W. Mooney, Jr., 69(1): 79-92 (November 2013) Uniform Commercial Code Article 9 generally follows the common law principle that one cannot give property rights that one does not have (nemo dat quod non). However, in many cases, the priority rules referred to in Article 9 go beyond, including the rule that the first interest of the security, which is perfected or for which a statement of financing has been filed, gives priority, nemo dat and allows a debtor to grant a priority security right in the property that the debtor had previously burdened. In this article, Professors Steven Harris and Charles Mooney argue that the “First to File or Perfect” rule gives a debtor the power to create a safeguard right over accounts and other payment rights that the debtor has already sold and in which he does not retain an interest. The authors oppose Professor Thomas Plank, whose argument to the contrary appeared in the February 2013 issue of The Business Lawyer. Legal Opinions in Corporate Transactions: Opinions Relating to Security Interests in Personal Property Scott FitzGibbon and Donald W. Glazer, 44(3): 655-92 (May 1989) This article recommends an approach to the development of a legal opinion on a right to safeguard personal property. It also offers a standard interpretation of opinions on secure transactions and discusses the work needed to support them. Postpetition Security Interests Under the Bankruptcy Code David Gray Carlson, 48(2): 483-533 (Feb.
1993) Section 364(c) and (d) of the Bankruptcy Code provides for the creation of real estate and personal property in accordance with federal law. This article discusses the quality and nature of these federal security interests, their remarkable immunity from reversal in the appeal, and the ability of post-petition lenders to obtain preferences over other creditors through “cross-collateralization” and other clauses. Special Report of the Tribar Opinion Committee: U.C.C. Security Interest Opinions TriBar Opinion Committee, 49(1): 359-402 (Nov. 1993) Beginning of Legal Opinions to Third Parties: An Easier Path, 34 BUS. LAW. In 1891 (1979), the TriBar Opinion Committee produced a large number of comments on third-party questions of opinion, all of which were published in The Business Lawyer. This report continues the tribar tradition of explaining theory and giving opinion givers practical advice and opinion recipients on the preparation, importance and scope of opinion letters.
This report focuses on U.C.C. Security Interest Opinions, a topic that has not yet been addressed by TriBar. The observed trend of practitioners in this field encourages more and more prolific and complex opinion letters. It aims to improve the understanding of the problems to the end, namely that security interest notices are less difficult to negotiate, to prepare economically and to interpret more easily. In order to create a context in which the theory of commentary and the practical requirements of practice converge, the report adds an illustrative opinion on security interests. Protection of undefindable contracts, licenses, and authorizations: half a loaf is better than no loaf from Timothy J. . . .