Law Commons^™

In The Midst Of Bankruptcy: How Cryptocurrency's Classification Affects Creditors Who Were Once Customers, Mia Qu

Washington Law Review

In 2022, Congress proposed the Digital Commodities Consumer Protection Act to amend the Commodity Exchange Act and define a new type of commodity: digital commodity. The definition of digital commodity encompasses cryptocurrency and provides the Commodity Futures Trading Commission with jurisdiction over digital asset transactions. This definition of digital commodity has two important implications. First, it signals the lawmakers’ tendency to generalize cryptocurrency as a commodity. Second, it brings complications into how creditors—especially individual crypto account holders—can recover in the recent bankruptcy cases involving prominent crypto companies. This Comment contains four components. First, it provides a brief explanation of cryptocurrency …

Hostile Restructurings, Diane L. Dick

Washington Law Review

The conventional wisdom holds that out-of-court loan restructurings are mostly consensual and collaborative. But this is no longer accurate. Highly aggressive, nonconsensual restructuring transactions—what I call “hostile restructurings”—are becoming a common feature of the capital markets. Relying on hypertechnical interpretations of loan agreements, one increasingly popular hostile restructuring method involves issuing new debt that enjoys higher priority than the existing debt; another involves transferring the most valuable collateral away from existing lenders to secure new borrowing.

These transactions are distinguishable from normal out-of-court restructurings by their use of coercive tactics to overcome not only the traditional minority lender holdout problem, …

Transplanting Secured Transactions Law: Trapped In The Civil Code For Emerging Economy Countries, Xuan-Thao Nguyen, Bich T. Nguyen

Articles

It is time for Vietnam to amend its secured transactions law by creating a body of secured transactions law separate from the Civil Code. This new secured transactions law should embody the international community’s unitary approach. Separating secured transactions law from the Civil Code would allow Vietnam to revise its secured transactions law to respond and adapt to market reality, without waiting for the entire Civil Code to be revised all at once.

Collateralizing Intellectual Property, Xuan-Thao Nguyen

Articles

This Article identifies and critiques the collateralization of intellectual property, revealing the complexity of intersecting secured transaction law, namely Article 9 of the Uniform Commercial Code, and doctrinal intellectual property laws such as patent law, copyright law, and trademark law. The inquiry challenges the silence surrounding the pervasive use of intellectual property as collateral in secured financing and suggests changes to the existing framework on secured financing law.

The Article proceeds as follows: Part II discusses the normative intellectual property rights for patents, copyrights, and trademarks and how such rights are utilized as corporate assets. Part III describes different forms …

Collateralizing Internet Privacy, Xuan-Thao Nguyen

Articles

Collateralizing privacy is a pervasive conduct committed by many on-line companies. Yet most don't even realize that they are engaging in collateralizing privacy. Worse yet, governmental agencies and consumer groups are not even aware of the violation of on-line consumer privacy by the collateralization of privacy. Professor Nguyen argues that collateralizing privacy occurs under the existing privacy regime and the architecture of article 9 of the Uniform Commercial Code. Professor Nguyen critiques the violation of privacy through collateralization dilemmas and proposes a solution involving modifications of the contents of the financing statement and security agreement in secured transactions where consumer …

Commercial Law Collides With Cyberspace: The Trouble With Perfection – Insecurity Interests In The New Corporate Asset, Xuan-Thao Nguyen

Articles

The recent downturn in the economy, particularly in the e-commerce sector, reveals many e-companies heading toward bankruptcy with cyberassets, such as domain names, as their most valuable corporate assets. Lending institutions and other creditors that have extended loans to such e-companies obviously want to get their hands on these bankrupt estates. Which creditor will have priority in the new cybercollateral of domain names? The answer to creditor priority questions may depend on whether domain names are intangible property for purposes of secured transactions. If so, should security interests in domain names be perfected under the Uniform Commercial Code or under …

Towards A Market Economy: Security Devices For China, Guanghua Yu

Washington International Law Journal

From 1949 to 1978, China's economy was centrally directed under a very rigid system of state planning. Under the planning system, security devices were not widely used. The government drew specific plans for enterprises and the Ministry of Finance used banks to allocate the funds to enterprises or projects. The banks, however, did not have to screen projects and monitor the use of funds after disbursements. They merely distributed the money to enterprises and collected the profits. Recognizing the shortcomings of central planning based almost exclusively on public ownership over the means of production, China embarked on an economic reform …

Deferred Cash Payments To Secured Creditors In Cram Down Of Chapter 11 Plans: A Matter Of Interest, Waltraud S. Scott

Washington Law Review

What is the present value of deferred payments made to secured creditors under a Chapter 11 reorganization plan? Courts agree that the present value depends on the interest rate that is used to compute the payments' value. They cannot agree, however, on how the proper interest rate should be determined. In their attempts to set a proper interest rate, most courts travel down the dead-end road of market rate analysis. Bogged down in the intricacies of this analysis, courts frequently ignore their fundamental role in bankruptcy proceedings: Resolving the tension between giving creditors protection while giving debtors a chance to …

Deferred Cash Payments To Secured Creditors In Cram Down Of Chapter 11 Plans: A Matter Of Interest, Waltraud S. Scott

Washington Law Review

What is the present value of deferred payments made to secured creditors under a Chapter 11 reorganization plan? Courts agree that the present value depends on the interest rate that is used to compute the payments' value. They cannot agree, however, on how the proper interest rate should be determined. In their attempts to set a proper interest rate, most courts travel down the dead-end road of market rate analysis. Bogged down in the intricacies of this analysis, courts frequently ignore their fundamental role in bankruptcy proceedings: Resolving the tension between giving creditors protection while giving debtors a chance to …

Justice White's Chemistry: The Mitchellization Of Fuentes, Janis A. Cunningham

Washington Law Review

This comment will explore the interaction of these four major cases, and interpret their composite message to the secured creditor. It initially will analyze the various opinions of Justice White, concentrating particularly on the roles of stare decisis and supremacy in Di- Chem, and of Justice Powell, particularly his emphasis upon distinguishing secured from unsecured transactions. Second, the comment will discuss the three basic remedies available to the secured creditor: the adversary hearing under Fuentes, self-help repossession, and the ex parte procedure under Mitchell. Mitchell's due process balancing analysis is favored as an appropriate compromise between self-help on the one …

Mortgages—Notice—Vendor And Purchaser—Vendor Note Charged With Constructive Notice Of Subsequent Mortgage Of Contract Purchaser's Equity—Mortgagee Required To Notify Vendor To Protect Security Interest.—Kendrick V. Davis, 75 Wash. Dec. 2d 470, 452 P.2d 222 (1969), Anon

Washington Law Review

Seller and purchaser executed and recorded an installment contract for the sale of land which provided for forfeiture in the event of the purchaser's default. For security purposes, the purchaser transferred his interest in the contract and land to a mortgagee by means of a recorded assignment of contract and deed. When the purchaser defaulted on the contract, the seller sent notice of intent to forfeit to the purchaser but not to the mortgagee, recorded a declaration of forfeiture, and brought an action to quiet title in himself. The mortgagee appeared as a defendant in the seller's action, claiming that …

Security Interests In Personal Property, By Grant Gilmore (1965), Warren L. Shattuck

Washington Law Review

No abstract provided.

Secured Transactions In The Philippines, Estelito P. Mendoza

Washington Law Review

Philippine law on secured transactions is primarily statutory. Special laws dealing with chattel mortgages have been in effect since August 1, 1906. Title XV of the Philippine Civil Code deals with guaranty transactions and title XVI covers pledges and mortgages, with its major emphasis on pledges. The Chattel Mortgage Law was enacted by the Philippine Commission and is, thus, American in nature, while the Civil Code provisions are largely Spanish in origin.

Personal Property As Collateral In Japan And The United States, Kazuaki Sono, Warren L. Shattuck

Washington Law Review

It is our purpose to compare Japanese and United States law and practice in the area of personal property security. Since it is not possible to find a precise common terminology for different types of security transactions, it seems desirable to arrange the discussion in terms of possessory and non-possessory security, and to use as subheads in the latter category the names of the American security devices. Security transfers of intangibles, chattel paper, and title documents are discussed under the possessory-security classification. An appendix includes English translations of cited Japanese statutes and pertinent Civil and Commercial Code as well as …

Security Transactions—Mortgage On Shifting Stock Of Merchandise—Mortgagor's Duty To Account, John E. Iverson

Washington Law Review

Washington businessmen using mortgages on shifting stocks of merchandise as a security arrangement received encouragement from United States Rubber Co. v. Young, that more liberal agreements and procedures may be allowed. However, by failing to expressly overrule certain prior judicial restrictions on the use of this type of security, the Washington Supreme Court has left some unnecessary confusion to be resolved in the future.

Security Transactions—Priority—Federal Tax Liens And Future Advance Mortgages, Beverly J. Rosenow

Washington Law Review

In American Surety Co. v. Sundberg the Washington Supreme Court made a startling encroachment upon the sanctity of a secured mortgage. Using the United States Supreme Court's test of "choateness," the court held that the lien of a mortgage securing future advances is subordinate to federal tax liens filed subsequent to the filing of the mortgage, but prior to advances for which the lien was claimed.

Security Transactions—Survival Of Mortgage-Lien On Conditional Vendee's Interest Following Declaration Of Forfeiture, Hartley Paul

Washington Law Review

In Norlin v. Montgomery the Washington court (1) held that a mortgagee of the vendee's interest under a forfeitable real estate contract has a lien on the equity of the vendee, and (2) implied that the lien survives a default by the vendee and a subsequent declaration of forfeiture by the vendor.

Security Transactions, W. L. Shattuck

Washington Law Review

Covers recent laws on conditional sales of personal property—filing; on crops—lien for supplier of fertilizer, pesticide, weed killer; and on real property mortgage foreclosure—redemption.

Security Transactions, Yancey Reser

Washington Law Review

Covers cases on purchase-money mortgages and mechanics' liens—priorities.

Security Transactions, Warren L. Shattuck

Washington Law Review

Covers material and equipment suppliers' liens—time of giving notice of lien to property owners and priorities between liens.

Security Transactions, Anon

Washington Law Review

Summarizes a case on mortgages—obligation requirement and another on chattel mortgages executed in foreign jurisdictions—their validity—rights of creditors with regard thereto.

Security Transactions, Warren L. Shattuck

Washington Law Review

Covers foreign corporations and organizations—mortgages—right of action; materialmen's liens—time and manner of giving notice of lien to property owners; and trust receipts.

Secured Transactions (Other Than Real Estate Mortgages)—A Comparison Of The Law In Washington And The Uniform Commercial Code, Article 9 [Part 3], Warren L. Shattuck

Washington Law Review

This is the last part of the article begun in volume 29, number 1, and continued in volume 29, number 2. It begins with section 9—401, Place of Filing; Erroneous Filing; Removal of Collateral.

Secured Transactions (Other Than Real Estate Mortgages)—A Comparison Of The Law In Washington And The Uniform Commercial Code, Article 9 [Part 2], Warren L. Shattuck

Washington Law Review

Continues the article started in volume 29, number 1, with section 9—301, Persons Who Take Priority Over Unperfected Security Interests.

Secured Transactions (Other Than Real Estate Mortgages)—A Comparison Of The Law In Washington And The Uniform Commercial Code Article 9, Warren L. Shattuck

Washington Law Review

The National Conference of Commissioners on Uniform State Laws and the American Law Institute in late 1951 approved The Uniform Commercial Code. A few last-minute changes were made in 1953 and the Code is presumably now in final form. The period of critical appraisal, evaluation, and legislative consideration is at hand. It is the purpose of this article to indicate the Secured Transactions consequences, were the Code enacted in the state of Washington. An effort will also be made to suggest the relative advantages of the Code and the existing law; these suggestions should be received with caution. The reader …

Trust Receipts, Philip W. Thayer

Washington Law Review

A note published in 1927 expressed the hope that the course of legal development in the state of Washington would result in recognition of the trust receipt as "an' instrument sui generis, perfectly effective within its limits." Recent doubts as to the fulfilment of this hope make it desirable to examine the question more closely. The purpose of the present paper therefore is to inquire into the function of the trust receipt as an instrument of the law merchant, and to determine if possible how that function may be most satisfactorily exercised under existing conditions.

The Theory Of Field Warehousing, Anthony Kane

Washington Law Review

The system of "field storage warehousing" has been developed to provide a simple but safe means whereby the owner, manufacturer, producer or extractor can obtain credit on goods which cannot be readily moved or mortgaged. Field storage warehousing is fundamentally the same transaction as the pledge discussed above, except that now a bona fide warehouse company takes the place of the pledgee's agent and the pledgee has constructive possession of the goods by virtue of a warehouse receipt instead of actual possession as in an ordinary pledge. Warehouse companies specializing in "field storage warehousing" have developed this security device to …

Conditional Sales And Chattel Mortgages, William F. Starr

Washington Law Review

The contract of conditional sale and the chattel mortgage perform a similar economic function. They are the principal devices by which the obligor may enjoy the use and possession of a chattel in winch a security interest is held by another. Either may serve to secure the payment to the vendor of the purchase money, while m Washington the chattel mortgage only may be employed to secure the repayment of a loan or the performance of other obligations. They arose out of different legal concepts, developed along different lines, gave rise to different rights and remedies, but in the form …