Business Law Commercial Transaction Committee

In In re Kramer, ___ B.R. ___, 2021 Bankr. LEXIS 358 (Bankr. N.D. Ok.. February 16, 2021) (“Kramer”), relying on a systemic application of Oklahoma contract law and the relevant statute, the United States Bankruptcy Court for the Northern District of Oklahoma (the “Court”) denied the Chapter 7 trustee’s motion to sell the debtor’s interest in a handful of LLCs over the objection of the debtor and the other members because the trustee’s sale violated various terms of the governing operating agreements. Read more

Dear members of the constituency list of the Commercial Transactions Committee: The following is an update analyzing a recent case of interest: Bankruptcy Court Denies Enforcement of Clause Limiting Liability of Amazon Services as Damages Unascertainable at Time of Agreement and as Against Public Policy A bankruptcy court in Arizona denied enforcement of a clause limiting the liability of Amazon Services LLC in transactions arising under the Amazon Services Business Solutions Agreement (Agreement), ruling that at the time the Agreement… Read more

The following is an update analyzing a recent case of interest:Ruling on an issue of increasing importance around the country, a trial court in New York declined to grant summary judgment to Amazon as defendant in a products liability action arising from a fire caused by a thermostat bought from a third party through Amazon’s online marketplace. Read more

In Trenk v. Soheili, 2020 WL 7487825 (12/21/2020), the California Court of Appeal held that a deed of trust securing an underlying debt on which the statute of limitations had run more than ten years earlier could still be non-judicially foreclosed. Read more

The United States District Court for the Southern District of California ruled that common law claims involving wire transfers, including claims for negligence, conversion, and money had and received, are displaced by duties, allocation of risk and remedies available under the Uniform Commercial Code Article 4A, codified in California at Cal. Comm. Read more

An Indiana bankruptcy court has held that a purchase money security interest in windows, siding and gutters installed in a Chapter 13 debtor’s home was subject to lien-stripping because it was junior to the first mortgage loan. Read more

In Deutsche Bank National Trust Company, Trustee v. Pototschnig, 200 Conn. App. 554, 2020 WL 5884059 (2020), the Appellate Court of Connecticut ruled that possession of an original mortgage note, endorsed in blank, creates a rebuttable presumption that the lender has standing to file a foreclosure action. Read more

In re Clinkingbeard, 2020 WL 1517932 (Bankr. D. Kan. Mar. 30, 2020) navigates the crossroad between Article 9 of the Uniform Commercial Code and a state law governing the perfection of a security interest in a motor vehicle. Read more

A New Mexico bankruptcy court has held that the cross-collateralization provision in each of debtor's second and third loan agreements with a credit union was sufficient to render a vehicle–which was purchased by debtor and her spouse with their first loan from the credit union, and which secured this first loan– collateral for second and third loans. Read more

In Produce Pay, Inc. v. FVF Distributors Inc., 2020 WL 3448384 (S.D, Cal. 6/24/20) the United States District Court held that the rights and remedies of a seller of produce to collect from a buyer under the Perishable Agricultural Commodities Act (“PACA”) 7 U.S.C. §§ 499a-499t could be assigned to a commercial finance company factoring the seller’s accounts, allowing the finance company to sue the buyer and its principals in tort, even in a case where the buyer mistakenly paid the account in full to the seller, and not to the assignee. Read more