Commercial Transactions: A Systems Approach

by Daniel L. Keating, Ronald J. Mann

The casebook builds on its demonstrated strengths:
- extraordinary authorship from four of the leaders in the field
- the systems approach examines how the law is applied in actual transactions, with the code taught in the context of the transactions
- teachable problems are prefaced by straightforward textual explanations
- offers great flexibility for structuring a course by supporting different emphases and approaches
- organization by assignment takes the effort out of preparing assignments
- cutting-edge coverage keeps users on the forefront of developments
- the thorough Teacher's Manual includes answers to all problems in the book, as well as suggestions on omitting sections because of time constraints
This extensive revision presents changes and updates in all three major sections:
Sales Systems features:
- additional material and a new problem on seller's reclamation, anticipatory repudiation, and firm offers
- coverage of important differences between original and revised Article 2, addressing the question of whether and how the Revised Article 2 is an improvement over the original
- new material on the Federal E-Sign statute and UETA
- at least 20% new cases, including Phillips v. Cricket Lighters
Financial Systems introduces:
- Check Clearing for the 21st Century Act ("Check 21")
- electronic and Internet payment systems, including electronic checks, Internet payments, PayPal, stored-value cards, and electronic money
- new coverage of negotiable instruments at the beginning of the book
- new cases, such as Halifax Corp. v. Wachovia Bank and NBT Bank v. First National Community Bank
Secured Credit now covers:
-the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005
- recent amendments to the Model Rules of Professional Conduct
- treatment of Revised Article 1, in light of its adoption by a number of states
- new cases, including Till v. SCS Credit, Kinderknecht, RFC Capital v. Earthlink, and Spearing Tool

1184 pages, Hardcover

First published May 28, 1998

Reviews

[Meredith Holley · Rating 4 out of 5]

This is my second-favorite casebook I’ve come across so far. It is clear and concise and the problems illustrate practical application of the principles. The only thing about it is that commercial law isn’t really about anything, as far as I can tell. This is not the same as administrative law, where I’m sure it is about something, but I just have no idea what that is. We must have spent two or three weeks in my commercial law class discussing how to search databases, and that is just baffling to me. How is that a class? I mean, I understand that searching UCC filings is a potential problem because the search engines suck, but wow, that took about ten seconds to say. Noted. No further explanation necessary.

The commercial law class I took went through the UCC articles 2, 4, and 9, so it is a pretty good overview of the UCC if you’ve already taken sales. I mean, you can easily take it if you haven’t taken sales too because sales = goods are anything moveable. Now you’ve learned sales. By the same token, securities transactions = watch your collateral. I think that usually UCC-related finals have a significant multiple-choice component, so that is something to be aware of. If you take this class, definitely get the book Questions & Answers: Secured Transactions because it is a lifesaver. The questions on my final were not nearly as hard as the questions in that book, so it was excellent practice. I know I got at least one wrong, and that is so annoying to me because I totally knew that if a debtor changes location and adds after-acquired collateral of the same type covered in the security agreement description, that collateral is secured with the other covered collateral for four months after the move. But, I said after-acquired wasn’t covered! What was I thinking? Lame.

Interesting fact of note: credit and cash are treated differently as proceeds of collateral. So, say Eh! loans $10 to me and the collateral secured by our agreement is my copy of Lips Touch: Three Times and any proceeds from the book. But, then I sell my copy of Lips Touch to Ceridwen for $5 and a pie. Ceridwen pays the $5 with her credit card from her paypal account, and mails me the pie. So, Eh! probably has security in the pie until I eat it, so if I don’t pay her back, she can demand the pie, but she might not have security in the paypal money unless her security agreement specifically provided for “payment intangibles.” That is my understanding at least. So, security in credit transactions is effectively disfavored. If Ceridwen had paid me in cash, Eh! would have had a security in that with no problems. This could be different from state to state, but most, if not all, states adopt the UCC as written with few variations. If you were wondering, after I eat the pie, Eh!’s security is probably worth shit . . . literally!!

Even if Eh! has no security in collateral for the loan, though, I would still owe her the money. It just means that the loan is unsecured debt, which is disfavored almost unilaterally. To enforce payment of unsecured debt, you have to go through the judicial system and have the sheriff levy on property, and it is quite a hassle. If the debt is secured in pie, you can just go to the person’s house and take the pie out of the window sill, as long as you don’t disturb the peace. Which, who has ever seen any cartoon animal disturb the peace by taking pie out of a window sill. It is unheard of.

My advice: don’t secure your debt with pie unless it is inventory of a pie store. That collateral turns to shit proceeds pretty quickly.