Secured Transactions Flashcards
UCCC Article 9 applies to _______.
Consensual security interests in personal property/fixtures
Consensual security interests are also known as _______.
Voluntary
Personal property and fixtures includes _____ but not ______.
Goods
Real property
For security interests in real property, the law of ________ applies.
Mortgages
A secured transaction occurs when a _____ through a ______ creates a ______ in favor of _______.
Debtor
Security agreement
Security interest
Secured party
What is collateral in a secured transaction?
The property subject to the security interest
What is a debtor in a secured transaction?
Person/entity with property rights in the collateral
What is a security agreement in a secured transaction?
Agreement that creates/provides for a security interest regardless of:
1. What parties call it
2. Its form
What is a security interest in a secured transaction?
Interest in personal property/fixtures which secure payment/performance of an obligation
What is a security party in a secured transaction?
The person/entity who lends the money to the debtor in exchange for consensual security interest in personal property/fixtures
A secured party is also known as a secured _____.
Creditor
What is collateral in a secured transaction?
Property subject to a security interest that the creditor can look to for satisfaction for the debt
Who is an obligor in a secured transaction?
Person or entity obligated on the debt.
Usually (but not always), the debtor and _______ are one and the same.
Obligor
What is a PMSI?
Purchase money Security Interest
A PMSI arises when __________.
The secured party advances money or credit to enable the debtor to purchase the collateral
What is an account in a secured transaction?
A right to payment of a monetary obligation for property that has been/is to be sold or for services rendered
What are the five categories of tangible collateral?
- Consumer goods
- Inventory
- Farm products
- Equipment
- Fixtures
How tangible collateral is classified turns on ________ or ________.
Debtor’s principal
Primary use for it
In terms of tangible goods, consumer goods are _______
Used/bought primarily for personal, family, or household purposes
In terms of tangible goods, inventory goods are:
- Goods held for sale/lease to others in the ordinary course of business
- Raw materials
In terms of tangible goods, farm goods are _______
Goods (other than timber) which the debtor is engaged with in a farming operation
In terms of tangible goods, categories of farm goods include:
- Crops
- Livestock
- Products of crops/livestocks in remanufactured states
- Supplies used/produced in farming operations
In terms of tangible goods, equipment is _______
Items used in business that are not:
1. Inventory
2. Farm products OR
3. Consumer goods
In terms of tangible goods, fixtures are _______
Good that are so related to particular real property that interest arises under real property
Classification of intangible/quasi-intangible collateral depends on __________.
The nature of the collateral
In terms of intangible & quasi-intangible collateral, instruments are:
- Notes
- Drafts
- CODs
etc.
In terms of intangible & quasi-intangible collateral, documents are:
- Bill of landing
- Receipts
etc.
In terms of intangible & quasi-intangible collateral, chattel paper is ________.
Record evidencing both:
1. A monetary obligation AND
2. A security interest in/lease of specific goods
In terms of intangible & quasi-intangible collateral, accounts are ______
Right to payment of monetary obligation for property that has been/is to be sold/for services rendered
In terms of intangible & quasi-intangible collateral, deposit accounts are _________ deposit accounts only
Non-consumer
In terms of intangible & quasi-intangible collateral, certificated securities are:
- Stocks
- Bonds
- Mutual fund
etc.
In terms of intangible & quasi-intangible collateral, certificated securities are also known as ____________.
Investment property
In terms of intangible & quasi-intangible collateral, commercial tort claims are:
Tort claims that:
1. Arose out of the individual’s business AND
2. Don’t involve personal injury
In terms of intangible & quasi-intangible collateral, general intangibles are ________.
Intangibles that don’t fall into any of the other categories above
The creation of a security interest requires a valid ____________.
Security agreement
Against/between whom is a security agreement effective?
- Between the parties
- Against purchasers of the collateral AND
- Against creditors
An effective security agreement must be authenticated by ________.
The debtor
How can an effective security agreement be authenticated by a debtor?
- Signed by debtor OR
- Electronically marked
A security agreement must contain a description of _______.
The collateral
A description of collateral is sufficient for a security agreement if ________________.
It reasonably identifies what collateral the parties intended the security interest to cover
Article 9 whether title to the collateral is held by ______ or ______.
The debtor
The secured party
Attachment answers what question?
Is the security interest enforceable?
What is attachment?
The process by which the debtor/creditor creates a security interest in the debtor’s property that is effective between these two parties
Security interest attaches to the collateral when ____________ unless _______.
It becomes enforceable against the debtor with respect to that collateral
The agreement explicitly states otherwise
What are the three requirements for attachment?
- Parties agree that the security interest will attach to the collateral
- Creditor must give value
- Debtor must have rights in the collateral
One the attachment requirements are met, a security interest attaches immediately unless _________.
The parties have expressly agreed to postpone the time for attachment
Parties must have an agreement that the security interest will attach to collateral unless _________.
Secured party is in possession of collateral
A secured party must give value before attachment is allowed. Value is defined as _________.
Any consideration sufficient for a basic contract
_______ alone does not mean debtor has rights in the collateral
Possession
A debtor has rights in collateral when:
- Debtor has outright ownership of the collateral
- Debtor has possession via contract
- Good are identified when marked, packaged, or otherwise designated as goods satisfying a particular contract
A security interest can be created in the property the debtor doesn’t currently own but ______________.
The debtor may/will acquire that property in the future
Under the doctrine of after-acquired property clauses, when a debtor acquires new property in the future, the secured creditor’s security interest will automatically __________.
Attach to that property
If parties intend after-acquired property to be included as part of collateral, they must _________.
Specify this in their transaction documents
After-acquired property clauses are enforceable except in regards to:
- Inventory or accounts are receivable
- Consumer goods
- Commercial tort claims
An after-acquired property clause is not required when the collateral is inventory or accounts receivable, but a careful attorney will __________.
Include the after-acquired language in the transaction documents anyway
An after-acquired property clause won’t attach to after-acquired goods unless the debtor acquired the rights within ___________ after _________.
10 days
Secured creditor extended value
Non-possessory security interests in _____ goods are prohibited.
Household
An after-acquired property clause will not attach to commercial tort claims that ______________.
were not in existence when the security agreement was authenticated
A secured creditor can give value by making a commitment to give ____ to the debtor.
Future value
A commitment for future advances must be _____.
Definite
Perfection of the security process does what?
Ensures that the creditor’s security interest in the debtor’s collateral is good against the rest of the world.
Proper perfection by a secured party will protect her from _________.
Subsequent creditors who claim an interest in that same collateral
When the debtor or collateral locates in a jurisdiction, what law governs?
Local law of that jurisdiction
Perfection requires _____ plus ______.
Attachment
A perfection step
Perfection cannot occur until all requirements for ___________ have been satisfied.
Attachment
The UCC provides four methods for perfecting a security interest:
- Filing
- Possession
- Automatic
- Control
What is the most common method of perfection?
Filing a financing statement
A financing statement must indicate _______ and generally describe __________.
- The security interest
- Describe the collateral covered
The purpose of a financing statement is to ____________.
Provide interested parties with enough information to be able to make follow-up inquiries
A secured creditor may perfect by filing _______ instead of ________.
Filing a security agreement
Filing a financing statement
A financial statement must include the following:
- Debtor’s name/address
- Secured creditor’s name/address
- Description of collateral
______ descriptions of collateral are acceptable for financing statements.
Very generic
Where must a financing statement be filed?
In one central public office specified under the state’s adoption of the UCC code
Generally, a financing statement is filed where?
Secretary of State in the state where the debtor is located
If a debtor is an individual, she is located in __________.
The state of her principal residence
If a debtor is a registered organization, it is located _______.
In the state under whose laws it is organized