Law Commons^™

Securing Russia's Future: A Plea For Reform In Russian Secured Transactions Law, Jason J. Kilborn

Michigan Law Review

After many turbulent years of uneasy transition to a market economy, Russia is finally "open for business." Nonetheless, the transitional period remains far from over, and Russian enterprises are still starved for capital that they desperately need for retooling to convert from military to consumer production, for acquiring new equipment to replace old and worn machinery, and for undertaking new and lucrative projects. While Russian financial institutions may provide significant funding, their reserves are limited; they could not hope to finance independently the multitude of existing and potential enterprises within the expansive Russian territory. Therefore, much of the financing for …

Security Aspects Of The Abc Transaction, John T. Schmidt

Michigan Law Review

In recent years, investments in subterraneous oil and gas have become a common addition to the investment portfolios of national financial institutions. Relying on the assurances of reputable geological studies, traditionally conservative financers have invested amounts ranging up to several hundred million dollars against collateral once accepted only by speculators and a few adventurous oil-country bankers. The increased interest in these investments is in part attributable to the development of the ABC method of financing the purchase of producing oil and gas properties. This method offers unique tax advantages, which have been discussed elsewhere, but also creates problems for the …

Bankruptcy Preferences-Secured Transactions-Security Interest In After-Acquired Property Is Voidable Preference If Received Within Four Months Of Bankruptcy-In Re Portland Newspaper Publishing Co., Michigan Law Review

Michigan Law Review

In an effort to provide employment for several hundred workers who had lost their jobs in an unsuccessful strike against Portland's two largest newspapers, the local printers' unions and several civic leaders organized the Portland Reporter Publishing Co. (Reporter) to publish a rival newspaper. The unions also formed the Rose City Development Co. (Rose City), which leased facilities and equipment to Reporter and subsequently made several emergency operating loans to it. These loans were secured by an agreement designating as collateral all of Reporter's previously unsecured accounts receivable, both present and after-accruing. This type of agreement -securing after-acquired property of …

The Lazy Lawyer's Guide To Secured Transactions Under The Code, Peter F. Coogan

Michigan Law Review

It is expected that few, if any, who can really qualify as "lazy lawyers" will read this paper. There is, however, an obvious need for a reasonably simple statement which a young Iawyer, for example, may find helpful in explaining article 9 of the Uniform Commercial Code to the partners in his firm, or a lender's lawyer may use in explaining the essentials of article 9 to a borrower's counsel who has only occasional contact with secured transactions-- or, in either case, vice versa.

If we could assume that our learner had absolutely no knowledge of article 9, we could …

Trade Restraints--Violation Of Robinson-Patman Act As A Defense To Suit For Purchase Price Of Goods, Richard L. Eckhart

Michigan Law Review

Plaintiff brought suit against defendant on renewal notes aggregating about $114,000, the notes representing an accumulated debt on defendant's purchases of cans over a six-year period. Defendant alleged discriminatory quantity discounts in violation of the Robinson-Patman Act. This violation was urged as a defense on two theories: (1) that it denied any recovery of the purchase price, or (2) that it denied, at the least, the recovery of the amount of discrimination which, it was alleged, substantially represented the amount of the notes. The Supreme Court of Florida rejected the defense. Held, affirmed. Four justices dissented. Bruce's Juices, Inc. …

Bankruptcy-Effect Of Rule Of Erie Railroad V. Tompkins On Priorities In Federal Bankruptcy Proceedings, Michigan Law Review

Michigan Law Review

A company engaged in the mortgage-guaranty business became bankrupt, the respondent being the successor company resulting from reorganization proceedings under section 77B of the Bankruptcy Act. The original company had loaned money secured by a bond and mortgage and then sold certificates to the public representing undivided shares in the mortgage, the certificates being guaranteed by the same company. The mortgagor having defaulted, the controversy in the principal case arose because the now bankrupt company had before bankruptcy repurchased two of the certificates, acquired title to a third, and held the balance of the loan for which no certificates had …

Contracts - Discharge - Accord And Satisfaction With A Third Person, W. Wallace Kent

Michigan Law Review

Action by P against D on an alleged oral promise to pay a debt owed to P by D's mother. P had agreed to discharge the mother from liability. There was no direct evidence that the mother was a party to the transaction. Apparently the defense was that D's promise was within the statute of frauds if the agreement to discharge was executory, or, if it was executed, that there was no consideration for D's promise because the discharge of D's mother was not legally binding since it was an accord and satisfaction with a third …

Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton

Michigan Law Review

Plaintiff holding company was incorporated with Murtland and two dummies as shareholders and officers. Murtland pledged a stock certificate, representing shares of another corporation owned by his corporation, with the defendant bank to secure a personal loan; an assignment and power of attorney was executed by the plaintiff through Murtland and one of the dummy shareholders as officers, the other shareholder having knowledge of the transaction. Upon the bankruptcy of Murtland, defendant sought to sell the collateral; plaintiff seeks to enjoin the sale on the ground that the assignment had not been authorized by its board of directors. Held, …

Principal And Agent - Imputing Knowledge Of Agent To His Principal, Michigan Law Review

Michigan Law Review

Harriman, acting for himself, by fraudulent misrepresentation obtained some collateral from the plaintiff. He pledged these securities through a dummy corporation to the Harriman National Bank & Trust Co., of which he was president at that time, and over which he exercised considerable control. The loan was formally approved by the loan committee of the bank. Held, plaintiff could recover his collateral because the agent's knowledge of the fraud was imputed to the bank. Munroe v. Harriman, (C. C. A. 2d, 1936) 85 F. (2d) 493, affirming (D. C. N. Y. 1935) 16 F. Supp. 341.

Pledge - Liability Of Pledgee For Depreciation Of Corporate Stock

Michigan Law Review

The plaintiff brought suit to recover the value of a promissory note for which the defendant had pledged corporate stock as collateral security. Defendant filed a counterclaim for the depreciation in value of the stock between the time he had requested the plaintiff to sell and the time of bringing the suit. Held, that plaintiff was not liable for the depreciation of the stock since the pledgor had made no offer to pay pledgee such sum as would together with the price for which the stock could have been sold satisfy the note. People's Nat. Bank & Trust Co. …