Business Law Commercial Transaction Committee

Recent California legislation addresses issues arising from two well publicized emerging technologies, bitcoin and blockchain. The more recent, Assembly Bill (“AB”) 1489 governs regulatory and substantive law in respect of virtual currency or bitcoin. AB 2658, enacted late last year, creates a committee to study and report on the use of blockchain, bitcoin’s underlying technology, in various contexts and transactions. Both these bills recognize the importance of harmonizing existing law with actual practice utilizing new and emerging technologies. Read more

The bankruptcy court for the Southern District of New York held that certain liquidated damage clauses in an aircraft lease violate New York Commercial Code Article 2-A and, thus, are unenforceable as against public policy, not only against the lessee, but also as against the lessee’s guarantor. In In re Republic Airways Holdings Inc. 2019 WL 630336 (Bankr. S.D.N.Y. Feb. 14, 2019), the bankruptcy court granted summary judgment on the objection to the lessor’s claim on the grounds that the liquidated damage provisions were not reasonable in light of the anticipated harm from default measured at the time of the lease’s formation. Read more

As you know, the Uniform Commercial Code (the “UCC”) governs most commercial transactions including sales of goods, personal property leases, negotiable instruments, bank deposits and collections, letters of credit, and secured transactions. It has been adopted on a nearly uniform basis by all 50 states and is regarded as one of the most significant modern legal developments. The drafting and revision process, by which a model code is created and circulated to the states for review and enactment as state… Read more

The recent decision in SE Prop. Holdings, LLC v. Unified Recovery Grp., LLC, No. CV 14-2060, 2018 WL 6267183 (E.D. La. Nov. 30, 2018) (“SE Holdings”) illustrates potential problems for drafting, policing, and litigating security interests in accounts. The district court held that an IRS tax lien had priority over a security interest in accounts taken and perfected years before the tax lien arose, based on the judicially created “choateness” doctrine. Read more

The Commercial Transactions Committee (the “CTC”), a standing committee of the CLA Business Law Section (the “Section”), is currently seeking members. Read more

While practitioners are aware of liens frequently encountered in practice, such as those arising under the California Commercial Code or placed on real property, judgment liens and tax liens, California has also authorized a large number of other liens that will not show up in a search of public records. Read more