2018-2019 Commercial Law Developments Parts Vi. U.c.c. - Sales and Personal Property Leasing, Vii. Notes and Electronic Funds Transfers, and Viii. Letters of Credit, Investment Securities, and Documents of Title

• Publication year: 2020
• Author: Steven O. Weise, Teresa Wilton Harmon, John F. Hilson, Stephen L. Sepinuck, Edwin E. Smith, and Lynn A. Soukup

2018-2019 Commercial Law Developments Parts VI. U.C.C. - Sales and Personal Property Leasing, VII. Notes and Electronic Funds Transfers, and VIII. Letters of Credit, Investment Securities, and Documents of Title

Steven O. Weise, Teresa Wilton Harmon, John F. Hilson, Stephen L. Sepinuck, Edwin E. Smith, and Lynn A. Soukup¹

VI. U.C.C. - SALES AND PERSONAL PROPERTY LEASING

A. Scope 1. General

• In re Miami Metals I, Inc., 603 B.R. 727 (Bankr. S.D.N.Y. 2019) - A transaction in which the debtor's customers delivered precious metals to the debtor, which then became obligated to return a like amount of the same metal, was a sale, not a bailment, because the debtor was not obligated to return the same goods in their original or altered form, but instead to return goods of the same kind. This conclusion was supported by various terms in the parties' agreements, including the customers' warranty of title and a declaration stating that the parties were merchants within the meaning of U.C.C. Article 2. Although the agreements did not specify a quantity, that term was provided by the later shipment of the goods. Therefore, the goods were property of the debtor's estate and the customers had only unsecured claims.
• Zodiac Seats U.S. LLC v. Synergy Aerospace Corp., No.: 4:17-cv-00410-ALM-KPJ, 2019 WL 1776960 (E.D. Tex. 2019) - Nothing in the United Nations Convention on Contracts for the International Sale of Goods preempts state law that authorizes an award of attorney's fees to the prevailing party in a contract dispute.
• MNM Investments, LLC v. McCloud, No. 18-1267-EFM-KGG, 2019 WL 3801672 (D. Kan. 2019) - Bills of sale by which two entities purported to "sell, transfer, and quit claim" virtually all their assets, including "general intangibles," were sufficient to transfer trademarks.

2. Software and Other Intangibles B. Contract Formation and Modification; Statute of Frauds; 'Battle of the Forms'; Contract Interpretation; Title Issues C. Warranties and Products Liability

• Ochoa v. Setton Pistachio of Terra Bella, Inc., No. F073844, 2019 WL 1615371 (Cal. Ct. App. 2019) -The mere fact that a food company sold and retained a security interest in a facility that contained a wet auger was insufficient to demonstrate that the company manufactured, possessed, or otherwise controlled the auger, and therefore, the company was not liable to the widow of a maintenance worker who was fatally injured when a co-worker activated the auger while the maintenance worker was inside.

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