New Year’s resolutions often include promises to learn more about areas that impact one’s life, even if the learning process is not nearly as fun as other resolutions. While the common perception is that boilerplate provisions are not even deserving of a quick review, much less some bona-fide “learning”, certain boilerplate provisions can have a…

Approximately ten years ago, all fifty states adopted a major revision to Article 9 of the Uniform Commercial Code (“Article 9”) which was proposed by the Uniform Law Commission. Amendments have now been proposed, and adopted in several states, to that version of Article 9 in response to various issues that have arisen over the…

Most lenders who have had one or more deals go bad are familiar with the magical words “breaching the peace.” This legal concept can come into play when a borrower breaches its obligations under the underlying loan documents and the lender desires to repossess the goods pledged as collateral for the loan and sell such…

Lenders are used to the adage that “those who have the gold make the rules.”  In commercial lending transactions, these “rules” are usually expressed in the parties’ written contract, and courts have generally been reluctant to go beyond the parties’ expressed agreement when refereeing commercial disputes— ode to freedom of contract. Beginning in the 1980’s, however, courts began using common…