Podcasts about Uniform Commercial Code

The later seventies were a time of change and promise.  Those that survived the contrived archaic revival of the 60s began an exploration of Medicine grounded in Natural Law, while others took advantage of entrepreneurial opportunities still available prior to the box-store invasion.  A populace ever vigilant against Corporate greed and war for profit also fostered an authentic "environmentalism" that would be usurped under the guise of "global warming" decades in the future. The spirit of the times inspired, yet again, a much smaller band of intrepid individuals who endeavored to reveal the roots of the larger societal concerns.  These were the iconic pioneers of the so-called "sovereignty" movement, and less-favorably misnomered by those who would dissuade such activity.  Dr. Lando was intimately involved within these early circles, as the veiled machinations of U.S. INC functioning as a proxy for the International Banking Cabal were first exposed.  Pre-internet, research was conducted in law libraries, accessing court documents and diving deep into Federal Reserve publications and the Uniform Commercial Code.  "En vivo" trial and error proved or disproved working theories, and it came at great risk, as many lost their freedom & financial well-being, and some their very lives. These are the origins of the modern-day "Sovereigns" , and the present generation is privy to the many refinements that have come since. Now more than ever, it is important to be grounded in the foundational principles that began this awareness, and avoid the pitfalls of the growing trend to emphasize process over substance. On this Alfacast, we are honored to host Clint Richardson, the author and producer of "THE UNITED STATES OF AMERICA, INC. The Corporation Nation", who has perhaps researched the substantive basis of how we as a "free people" willingly traded "rights for privileges".  Clint will lead us on an eye-opening journey through the fictional landscape of corporatized government and citizenship, the introduction of "dog latin" into society and how they cook the books in every publicized budget from municipal to federal as revealed in CAFR. While we've hosted a good number of prominent teachers with specialties in Equity, Land Patents and other formalized clarifications, Clint Richardson's work is seminal to the many process-oriented seminars presently available, so take advantage of Clint's encyclopedic knowledge on this very special episode and add your comments and questions on the livestream chat. Show links: https://www.privateunderground.club/ Learn The True Nature Of Dis-Ease & How Our Bodies Actually Work: https://alfavedic.com/themyth/ Join Our Private Community And Join In The Discussion: https://alfavedic.com/join-us/ Follow our new YT channel: / @offgridelegance Start healing yourself and loved ones with ozone! https://alfavedic.com/ozone Get our favorite blue blocker glasses! https://alfavedic.com/raoptics Learn how to express your law and uphold your rights as one of mankind. https://alfavedic.com/lawformankind Alfa Vedic is an off-grid agriculture & health co-op focused on developing products, media & educational platforms for the betterment of our world. By using advanced scientific methods, cutting-edge technologies and tools derived from the knowledge of the world's greatest minds, the AV community aims to be a model for the future we all want to see. Our comprehensive line of health products and nutrition is available on our website. Most products are hand mixed and formulated right on our off grid farm including our Immortality Teas which we grow on site. Find them all at https://alfavedic.com​​​​​​​​​​​​​​ Follow Alfa Vedic: https://linktr.ee/alfavedic Follow Mike Winner: https://linktr.ee/djmikewinner

This lecture provides a foundational overview of contract formation, outlining the essential elements required for a legally binding agreement. It explains that a contract necessitates mutual assent, typically through offer and acceptance, along with consideration, representing the bargained-for exchange. The discussion also covers the importance of legal capacity and lawful purpose, while further detailing various defenses that can prevent contract enforcement, such as fraud, duress, and the Statute of Frauds. Ultimately, the lecture establishes the fundamental principles that determine whether a valid contract exists under both common law and the Uniform Commercial Code.

Is your 401(k) secretly being used as collateral for risky financial bets you never agreed to? What if the wealth you think you own isn't legally yours anymore? In today's jaw-dropping episode of The Brian Nichols Show, we uncover one of the biggest financial frauds you've never heard of—until now. If you've ever invested in the stock market or plan to, this is a must-watch that might change how you view your money forever. Studio Sponsor: Cardio Miracle - "Unlock the secret to a healthier heart, increased energy levels, and transform your cardiovascular fitness like never before.": https://www.briannicholsshow.com/heart Filmmaker and economic investigator James Patrick joins Brian to break down what he calls “The Great Taking”—a decades-long financial sleight of hand involving the dematerialization of securities, the manipulation of the Uniform Commercial Code, and the mass collateralization of YOUR stocks, bonds, and retirement accounts. If your financial future feels like a casino game, it's because the house has been rigged all along… and you're not the house. From the 1970s pooling of stocks into centralized trusts to the 1990s legal revisions that stripped individual ownership rights, this episode exposes how the world's largest banks turned your investments into their high-stakes poker chips. And the kicker? They're betting with your assets—up to 20 times over. This isn't conspiracy theory; it's written in black-and-white financial law and confirmed by industry insiders. But it's not just doom and gloom. James shares how people are fighting back, including legislative efforts in Tennessee and South Dakota to fix this quietly baked-in financial corruption. We reveal what everyday investors can do—today—to protect themselves and put pressure on their local legislators before the next collapse wipes them out. If you've ever felt like something about the financial system just doesn't add up, this is the episode that will finally connect the dots. Don't wait until it's too late—watch now, share with your network, and take the first step toward taking your financial power back. ❤️ Order Cardio Miracle (https://www.briannicholsshow.com/heart) with code TBNS at checkout for 15% off and take a step towards better heart health and overall well-being!

Contract Law Fundamentals – Formation, Enforceability, and PerformanceThis lecture provides a comprehensive overview of contract law, a core subject in both law school and bar exam preparation. It examines how legally enforceable agreements are formed, what makes them valid or voidable, how obligations are performed or breached, and what remedies are available.FormationContract formation requires:Offer: A clear and definite promise showing willingness to enter into an agreement.Acceptance: Unequivocal assent to the terms of the offer, typically governed by the mirror image rule in common law and more flexibly under the Uniform Commercial Code.Consideration: A bargained-for exchange of value between the parties.Mutual Assent: Both parties must agree to the same terms under the objective theory of contract.Capacity and Legality: Parties must have the legal ability to contract, and the subject matter must be lawful.Defenses to FormationEven where the above elements are present, certain defenses may render a contract unenforceable:Misrepresentation (fraudulent or innocent)Duress and Undue InfluenceMistake (mutual or unilateral)UnconscionabilityLack of genuine assentThe Statute of Frauds requires certain contracts—like those involving real estate, suretyship, or long-term performance—to be in writing and signed.Performance and BreachUnder common law, parties must substantially perform their obligations unless there is a material breach.Under the UCC, the perfect tender rule applies, allowing buyers to reject goods that do not conform exactly to the contract.RemediesWhen breach occurs, the law aims to protect the expectation interest:Compensatory damages to put the non-breaching party in the position they expected.Consequential damages for foreseeable losses stemming from the breach.Liquidated damages if contractually specified and reasonable.Specific performance as an equitable remedy when monetary damages are inadequate.Restitution to prevent unjust enrichment.Third-Party RightsIntended beneficiaries may enforce contracts made for their benefit.Assignments and delegations allow parties to transfer rights and duties, with some limitations.A novation can relieve the original party of liability if the obligee agrees to substitute a new obligor.Policy ConsiderationsContract law balances freedom of contract with fairness, predictability, and market efficiency. The law adapts through judicial doctrines, statutory frameworks like the UCC, and evolving commercial practices, especially in digital transactions and standard form contracts.

“The banking lobby is a bully, and they threaten people,” says David Webb, author of The Great Taking book and documentary. In this exclusive interview with Daniela Cambone, Webb shares a challenging update on the ongoing legal battle to change Article 8 of the Uniform Commercial Code. Questions on Protecting Your Wealth with Gold & Silver? Schedule a Strategy Call Here ➡️ https://calendly.com/itmtrading/podcastor Call 866-349-3310

1UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISIONIn re:INTRUM AB, et al.,1Debtors.Chapter 11Case No. 24-90575 (CML)(Jointly Administered)NOTICE OF APPEALPursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texasfrom (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) theOrder (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and acopy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of theBankruptcy Court's oral ruling accompanying the Motion to Dismiss Order and ConfirmationOrder (ECF No. 275) is attached as Exhibit C.Below are the names of all parties to this appeal and their respective counsel:1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors'service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 62I. APPELLANTA. Name of Appellant:The members of the AHC include:Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; CaiusCapital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; FirTree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolioof LMA SPC; Star V Partners LLC; and TQ Master Fund LP.Attorneys for the AHC:QUINN EMANUEL URQUHART & SULLIVAN, LLPChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comB. Positions of appellant in the adversary proceeding or bankruptcy case that isthe subject of this appeal:CreditorsCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 63II. THE SUBJECT OF THIS APPEALA. Judgment, order, or decree appealed from:The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statementand (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of OralRuling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECFNo. 275).B. The date on which the judgment, order, or decree was entered:The Motion to Dismiss Order and the Confirmation Order were entered on December 31,2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and theConfirmation Order on December 31, 2024.III. OTHER PARTIES TO THIS APPEALIntrum AB and Intrum AB of Texas LLCMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: ddunne@milbank.comjfedell@milbank.com–and–Andrew M. Leblanc (admitted pro hac vice)Melanie Westover Yanez (admitted pro hac vice)1850 K Street, NW, Suite 1100Washington, DC 20006Telephone: (202) 835-7500Facsimile: (202) 263-7586Email: aleblanc@milbank.commwyanez@milbank.com–and–PORTER HEDGES LLPJohn F. Higgins (SBN 09597500)Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 64Eric D. Wade (SBN 00794802)M. Shane Johnson (SBN 24083263)1000 Main Street, 36th FloorHouston TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: jhiggins@porterhedges.comewade@porterhedges.comsjohnson@porterhedges.comIV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEALThe following chart lists certain parties that are not parties to this appeal, but that may havean interest in the outcome of the case. These parties should be served with notice of this appealby the Debtors who are aware of their identities and best positioned to provide notice.All Other Creditors of the Debtors, Including, But Not Limited To:• Certain funds and accounts managed by BlackRock Investment Management (UK)Limited or its affiliates;• Capital Four;• Davidson Kempner European Partners, LLP;• Intermediate Capital Managers Limited;• Mandatum Asset Management Ltd;• H.I.G. Capital, LLC;• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;• The RCF SteerCo Group;• Swedbank AB (publ).Any Holder of Stock of the Debtors• Any holder of stock of the Debtors, including their successors and assigns.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 65Respectfully submitted this 13th day of January, 2025.QUINN EMANUEL URQUHART &SULLIVAN, LLP/s/ Christopher D. PorterChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comCOUNSEL FOR THE AD HOC COMMITTEE OFINTRUM AB 2025 NOTEHOLDERSCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6CERTIFICATE OF SERVICEI, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy ofthe foregoing document has been served via the Electronic Case Filing System for the UnitedStates Bankruptcy Court for the Southern District of Texas./s/ Christopher D. PorterBy: Christopher D. PorterCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6EXHIBIT ACase 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 31IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB, et al.,1 ) Case No. 24-90575 (CML)))Jointly AdministeredDebtors. ))ORDER DENYING MOTION OF THE AD HOCCOMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) ANDFEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)(Related to Docket No. 27)This matter, having come before the Court upon the Motion of the Ad Hoc Committee ofHolders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion toDismiss”); and this Court having considered the Debtors' Objection to the Motion of the Ad HocCommittee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) andany other responses or objections to the Motion to Dismiss; and this Court having jurisdiction overthis matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court havingfound that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having foundthat it may enter a final order consistent with Article III of the United States Constitution; and thisCourt having found that the relief requested in the Objection is in the best interests of the Debtors'1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f2 32estates; and this Court having found that the Debtors' notice of the Objection and opportunity fora hearing on the Motion to Dismiss and Objection were appropriate and no other notice need beprovided; and this Court having reviewed the Motion to Dismiss and Objection and havingheard the statements in support of the relief requested therein at a hearing before this Court; andthis Court having determined that the legal and factual bases set forth in the Objectionestablish just cause for the relief granted herein; and upon all of the proceedings had beforethis Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBYORDERED THAT:1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.2. This Court retains exclusive jurisdiction and exclusive venue with respect to allmatters arising from or related to the implementation, interpretation, and enforcement of this Order.DAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f2 3EXHIBIT BCase 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. ))ORDER (I) APPROVINGDISCLOSURE STATEMENT AND(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11PLAN OF INTRUM AB AND ITS AFFILIATEDDEBTOR (FURTHER TECHNICAL MODIFICATIONS)The above-captioned debtors and debtors in possession (collectively, the“Debtors”), having:a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (asamended and restated on August 15, 2024, and as further modified,supplemented, or otherwise amended from time to time in accordance with itsterms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,dated as of July 10, 2024, (as amended and restated on November 15, 2024 andas further modified, supplemented, or otherwise amended from time to time inaccordance with its terms), setting out the terms of the backstop commitmentsprovided by the Backstop Providers to backstop the entirety of the issuance ofNew Money Notes (as may be further amended, restated, amended and restated,modified or supplemented from time to time in accordance with the termsthereof, the “Backstop Agreement”) which set forth the terms of a consensualfinancial restructuring of the Debtors;b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of IntrumAB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (asthe same may be further amended, modified and supplemented from time totime, the “Plan”), by causing the transmittal, through their solicitation andballoting agent, Kroll Restructuring Administration LLC (“Kroll”), to theholders of Claims entitled to vote on the Plan of, among other things: (i) the1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f1 133452Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate (as the same may befurther amended, modified and supplemented from time to time, the“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on thePlan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials[Docket No. 7];c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases(these “Chapter 11 Cases”) by filing voluntary petitions in the United StatesBankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”or the “Court”) for relief under chapter 11 of title 11 of the United States Code(the “Bankruptcy Code”);d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials[Docket No. 7] (the “Solicitation Affidavit”);e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and theDisclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB andits Debtor Affiliate [Docket No. 17];f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of ofthe Debtors' Chapter 11 Petitions and First Day Motions [Docket No. 14] (the“First Day Declaration”);g. Filed on November 17, 2024, the Declaration of Alex Orchowski of KrollRestructuring Administration LLC Regarding the Solicitation of Votes andTabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” andtogether with the Plan, the Disclosure Statement, the Ballots, and theSolicitation Affidavit, the “Solicitation Materials”);h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearingon (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,(II) Approving Solicitation Procedures and Form and Manner of Notice ofCommencement, Combined Hearing, and Objection Deadline, (III) FixingDeadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)Directing the United States Trustee Not to Convene Section 341 Meeting ofCreditors and (B) Waiving Requirement to File Statements of Financial Affairsand Schedules of Assets and Liabilities, and (V) Granting Related Relief[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)approved the prepetition solicitation and voting procedures, including theConfirmation Schedule (as defined therein); (ii) conditionally approved theDisclosure Statement and its use in the Solicitation; and (iii) scheduled theCombined Hearing on December 16, 2024, at 1:00 p.m. (prevailing CentralCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f1 133453Time) to consider the final approval of the Disclosure Statement and theconfirmation of the Plan (the “Combined Hearing”);i. served, through Kroll, on November 20, 2025, on all known holders of Claimsand Interests, the U.S. Trustee and certain other parties in interest, the Noticeof: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on theDisclosure Statement and Confirmation of the Plan, and (III) Certain ObjectionDeadlines (the “Combined Hearing Notice”) as evidence by the Affidavit ofService [Docket No. 160];j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to bepublished in the New York Times (national and international editions) and theFinancial Times (international edition), as evidenced by the Certificate ofPublication [Docket No. 148];k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors'Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support ofConfirmation of the Joint Prepackaged Plan of Reorganization of Intrum ABand its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [DocketNo. 155];m. Filed on December 14, 2024, the:i. Debtors' Memorandum of Law in Support of an Order: (I) Approving, on aFinal Basis, Adequacy of the Disclosure Statement; (II) Confirming theJoint Prepackaged Plan of Reorganization; and (III) Granting Related Relief[Docket No. 190] (the “Confirmation Brief”);ii. Declaration of Andrés Rubio in Support of Confirmation of the JointPrepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.[Docket No. 189] (the “Confirmation Declaration”); andiii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and itsDebtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (FurtherTechnical Modifications) [Docket No. 191];n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 4 o of f1 133454WHEREAS, the Court having, among other things:a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadlinefor Filing objection to the adequacy of the Disclosure Statement and/orConfirmation2 of the Plan (the “Objection Deadline”);b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [andcontinuing through December 17, 2024], the Combined Hearing;c. heard the statements, arguments, and any objections made at the CombinedHearing;d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,the Confirmation Brief, the Confirmation Declaration, the SolicitationAffidavit, and the Voting Declaration;e. overruled (i) any and all objections to approval of the Disclosure Statement, thePlan, and Confirmation, except as otherwise stated or indicated on the record,and (ii) all statements and reservations of rights not consensually resolved orwithdrawn, unless otherwise indicated; andf. reviewed and taken judicial notice of all the papers and pleadings Filed(including any objections, statement, joinders, reservations of rights and otherresponses), all orders entered, and all evidence proffered or adduced and allarguments made at the hearings held before the Court during the pendency ofthese cases;NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of theCombined Hearing and the opportunity for any party in interest to object to the DisclosureStatement and the Plan having been adequate and appropriate as to all parties affected or to beaffected by the Plan and the transactions contemplated thereby, and the legal and factual bases setforth in the documents Filed in support of approval of the Disclosure Statement and Confirmationand other evidence presented at the Combined Hearing establish just cause for the relief grantedherein; and after due deliberation thereon and good cause appearing therefor, the BankruptcyCourt makes and issues the following findings of fact and conclusions of law, and orders for thereasons stated on the record at the December 31, 2024 ruling on plan confirmation;2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or theDisclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this CombinedOrder.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 5 o of f1 133455I. FINDINGS OF FACT AND CONCLUSIONS OF LAWIT IS HEREBY FOUND AND DETERMINED THAT:A. Findings of Fact and Conclusions of Law.1. The findings and conclusions set forth herein and in the record of theCombined Hearing constitute the Bankruptcy Court's findings of fact and conclusions of law underRule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,or vice versa, they are adopted as such.B. Jurisdiction, Venue, Core Proceeding.2. This Court has jurisdiction over these Chapter 11 Cases pursuant to28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is properpursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United StatesConstitution.C. Eligibility for Relief.3. The Debtors were and continue to be entities eligible for relief under section109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of thePlan under section 1121(a) of the Bankruptcy Code.D. Commencement and Joint Administration of the Chapter 11 Cases.4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. OnNovember 18, 2024, the Court entered an order [Docket No. 51] authorizing the jointadministration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtorshave operated their businesses and managed their properties as debtors in possession pursuant toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 6 o of f1 133456sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committeehas been appointed in these Chapter 11 Cases.E. Adequacy of the Disclosure Statement.5. The Disclosure Statement and the exhibits contained therein (i) containssufficient information of a kind necessary to satisfy the disclosure requirements of applicablenonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains“adequate information” as such term is defined in section 1125(a)(1) and used in section1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactionscontemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).The injunction, release, and exculpation provisions in the Plan and the Disclosure Statementdescribe, in bold font and with specific and conspicuous language, all acts to be enjoined andidentify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule3016(c).F. Solicitation.6. As described in and evidenced by the Voting Declaration, the Solicitationand the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable tothe Solicitation, including the registration requirements under the Securities Act. The SolicitationMaterials, including the Ballots and the Opt Out Form (as defined below), adequately informedthe holders of Claims entitled to vote on the Plan of the procedures and deadline for completingand submitting the Ballots.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 7 o of f1 1334577. The Debtors served the Combined Hearing Notice on the entire creditormatrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Noticeadequately informed Holders of Claims or Interests of critical information regarding voting on (ifapplicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,and injunction provisions in the Plan, and adequately summarized the terms of the Third-PartyRelease. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,including unimpaired creditors was provided with the means by which the stakeholders could optout of the Third-Party Release. No further notice is required. The period for voting on the Planprovided a reasonable and sufficient period of time and the manner of such solicitation was anappropriate process allowing for such holders to make an informed decision.G. Tabulation.8. As described in and evidenced by the Voting Declaration, (i) the holders ofClaims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amountsrequired by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on thePlan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in goodfaith, fair, reasonable, and conducted in accordance with the applicable provisions of theBankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, theScheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.H. Plan Supplement.9. On December 10, 2024, the Debtors Filed the Plan Supplement with theCourt. The Plan Supplement (including as subsequently modified, supplemented, or otherwiseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 8 o of f1 133458amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtorsprovided good and proper notice of the filing in accordance with the Bankruptcy Code, theBankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.All documents included in the Plan Supplement are integral to, part of, and incorporated byreference into the Plan. No other or further notice is or will be required with respect to the PlanSupplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistenttherewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplementand any of the documents contained therein or related thereto, in accordance with the Plan, on orbefore the Effective Date.I. Modifications to the Plan.10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to thePlan described or set forth in this Combined Order constitute technical or clarifying changes,changes with respect to particular Claims by agreement with holders of such Claims, ormodifications that do not otherwise materially and adversely affect or change the treatment of anyother Claim or Interest under the Plan. These modifications are consistent with the disclosurespreviously made pursuant to the Disclosure Statement and Solicitation Materials, and notice ofthese modifications was adequate and appropriate under the facts and circumstances of the Chapter11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additionaldisclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests beafforded an opportunity to change previously cast acceptances or rejections of the Plan.Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan priorto such modification shall be binding and shall apply with respect to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 9 o of f1 133459J. Objections Overruled.11. Any resolution or disposition of objections to Confirmation explained orotherwise ruled upon by the Court on the record at the Confirmation Hearing is herebyincorporated by reference. All unresolved objections, statements, joinders, informal objections,and reservations of rights are hereby overruled on the merits.K. Burden of Proof.12. The Debtors, as proponents of the Plan, have met their burden of provingthe elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of theevidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proventhe elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness whotestified on behalf of the Debtors in connection with the Confirmation Hearing was credible,reliable, and qualified to testify as to the topics addressed in his testimony.L. Compliance with the Requirements of Section 1129 of the BankruptcyCode.13. The Plan complies with all applicable provisions of section 1129 of theBankruptcy Code as follows:a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of theBankruptcy Code.14. The Plan complies with all applicable provisions of the Bankruptcy Code,including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.i. Section 1122 and 1123(a)(1) – Proper Classification.15. The classification of Claims and Interests under the Plan is proper under theBankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,Article III of the Plan provides for the separate classification of Claims and Interests at each Debtorinto Classes, based on differences in the legal nature or priority of such Claims and Interests (otherCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 91 0o fo 1f 3143510than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which areaddressed in Article II of the Plan and Unimpaired, and are not required to be designated asseparate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,factual, and legal reasons exist for the separate classification of the various Classes of Claims andInterests created under the Plan, the classifications were not implemented for any improperpurpose, and the creation of such Classes does not unfairly discriminate between or among holdersof Claims or Interests.16. In accordance with section 1122(a) of the Bankruptcy Code, each Class ofClaims or Interests contains only Claims or Interests substantially similar to the other Claims orInterests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),1122(b), and 1123(a)(1) of the Bankruptcy Codeii. Section 1123(a)(2) – Specifications of Unimpaired Classes.17. Article III of the Plan specifies that Claims and Interests in the classesdeemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims andIntercompany Interests are either Unimpaired and conclusively presumed to have accepted thePlan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, ineither event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Planspecifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plandoes not classify these Claims. Accordingly, the Plan satisfies the requirements of section1123(a)(2) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 101 o of f1 1334511iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes18. Article III.B of the Plan specifies the treatment of each Voting Class underthe Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section1123(a)(3) of the Bankruptcy Code.iv. Section 1123(a)(4) – No Discrimination.19. Article III of the Plan provides the same treatment to each Claim or Interestin any particular Class, as the case may be, unless the holder of a particular Claim or Interest hasagreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plansatisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.v. Section 1123(a)(5) – Adequate Means for Plan Implementation.20. The Plan and the various documents included in the Plan Supplementprovide adequate and proper means for the Plan's execution and implementation, including: (a)the general settlement of Claims and Interests; (b) the restructuring of the Debtors' balance sheetand other financial transactions provided for by the Plan; (c) the consummation of the transactionscontemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed andthe Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuanceof Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to thePlan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the FacilityAgreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) theconsummation of the Rights Offering in accordance with the Plan, Rights Offering Documentsand the Lock-Up Agreement; (i) the granting of all Liens and security interests granted orconfirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the ExchangeNotes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 112 o of f1 1334512Senior Secured Term Loan Agreement pursuant to the New Security Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors'assets); (j) the vesting of the assets of the Debtors' Estates in the Reorganized Debtors; (k) theconsummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the RestructuringImplementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Codevi. Section 1123(a)(6) – Non-Voting Equity Securities.21. The Company's organizational documents in accordance with the SwedishCompanies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of theEffective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.vii. Section 1123(a)(7) – Directors, Officers, and Trustees.22. The manner of selection of any officer, director, or trustee (or any successorto and such officer, director, or trustee) of the Reorganized Debtors will be determined inaccordance with the existing organizational documents, which is consistent with the interests ofcreditors and equity holders and with public policy. Accordingly, the Plan satisfies therequirements of section 1123(a)(7) of the Bankruptcy Code.b. Section 1123(b) – Discretionary Contents of the Plan23. The Plan contains various provisions that may be construed as discretionarybut not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provisionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 123 o of f1 1334513complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicableprovisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims orInterests24. Article III of the Plan impairs or leaves unimpaired, as the case may be,each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts andUnexpired Leases25. Article V of the Plan provides for the assumption of the Debtors' ExecutoryContracts and Unexpired Leases as of the Effective Date unless such Executory Contract orUnexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject ExecutoryContracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to amotion to reject an Executory Contract or Unexpired Lease pursuant to which the requestedeffective date of such rejection is after the Effective Date. Thus, the Plan satisfies section1123(b)(2).iii. Compromise and Settlement26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, and in consideration for the distributions and other benefits provided underthe Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,and controversies relating to the contractual, legal, and subordination rights that all holders ofClaims or Interests may have with respect to any Allowed Claim or Interest or any distribution tobe made on account of such Allowed Claim or Interest. Such compromise and settlement is theproduct of extensive arm's-length, good faith negotiations that, in addition to the Plan, resulted inCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 134 o of f1 1334514the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise ofall Claims, Interests, and controversies and entry into which represented a sound exercise of theDebtors' business judgment. Such compromise and settlement is fair, equitable, and reasonableand in the best interests of the Debtors and their Estates.27. The releases of the Debtors' directors and officers are an integral componentof the settlements and compromises embodied in the Plan. The Debtors' directors and officers: (a)made a substantial and valuable contribution to the Debtors' restructuring, including extensive preandpost-Petition Date negotiations with stakeholder groups, and ensured the uninterruptedoperation of the Debtors' businesses during the Chapter 11 Cases; (b) invested significant timeand effort to make the restructuring a success and maximize the value of the Debtors' businessesin a challenging operating environment; (c) attended and, in certain instances, testified atdepositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,management meetings, and board meetings related to the restructuring; (e) are entitled toindemnification from the Debtors under applicable non-bankruptcy law, organizationaldocuments, and agreements; (f) invested significant time and effort in the preparation of the Lock-Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous otherpleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as ofthe Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors'directors and officers would be a distraction to the Debtors' business and restructuring and woulddecrease rather than increase the value of the estates. The releases of the Debtors' directors andofficers contained in the Plan have the consent of the Debtors and the Releasing Parties and are inthe best interests of the estates.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 145 o of f1 1334515iv. Debtor Release28. The releases of claims and Causes of Action by the Debtors, ReorganizedDebtors, and their Estates described in Article VIII.C of the Plan in accordance with section1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors'business judgment under Bankruptcy Rule 9019. The Debtors' or the Reorganized Debtors' pursuitof any such claims against the Released Parties is not in the best interests of the Estates' variousconstituencies because the costs involved would outweigh any potential benefit from pursuingsuch claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.29. The Debtor Release is (a) an integral part of the Plan, and a component ofthe comprehensive settlement implemented under the Plan; (b) in exchange for the good andvaluable consideration provided by the Released Parties; (c) a good faith settlement andcompromise of the claims and Causes of Action released by the Debtor Release; (d) materiallybeneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and isimportant to the overall objectives of the Plan to finally resolve certain Claims among or againstcertain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given andmade after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claimor Cause of Action released by the Debtor Release against any of the Released Parties. Theprobability of success in litigation with respect to the released claims and Causes of Action, whenweighed against the costs, supports the Debtor Release. With respect to each of these potentialCauses of Action, the parties could assert colorable defenses and the probability of success isuncertain. The Debtors' or the Reorganized Debtors' pursuit of any such claims or Causes ofAction against the Released Parties is not in the best interests of the Estates or the Debtors' variousCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 156 o of f1 1334516constituencies because the costs involved would likely outweigh any potential benefit frompursuing such claims or Causes of Action30. Holders of Claims and Interests entitled to vote have overwhelmingly votedin favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, wasnegotiated before and after the Petition Date by sophisticated parties represented by able counseland advisors, including the Consenting Creditors. The Debtor Release is therefore the result of ahard fought and arm's-length negotiation process conducted in good faith.31. The Debtor Release appropriately offers protection to parties thatparticipated in the Debtors' restructuring process, including the Consenting Creditors, whoseparticipation in the Chapter 11 Cases is critical to the Debtors' successful emergence frombankruptcy. Specifically, the Released Parties, including the Consenting Creditors, madesignificant concessions and contributions to the Chapter 11 Cases, including, entering into theLock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, andwaiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (aspart of the compromises composing the settlement underlying the revised Plan) in order tofacilitate a consensual reorganization and the Debtors' emergence from chapter 11. The DebtorRelease for the Debtors' directors and officers is appropriate because the Debtors' directors andofficers share an identity of interest with the Debtors and, as previously stated, supported and madesubstantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of theDebtors' business during the Chapter 11 Cases, actively participated in meetings, negotiations, andimplementation during the Chapter 11 Cases, and have provided other valuable consideration tothe Debtors to facilitate the Debtors' successful reorganization and continued operation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 167 o of f1 133451732. The scope of the Debtor Release is appropriately tailored under the factsand circumstances of the Chapter 11 Cases. In light of, among other things, the value provided bythe Released Parties to the Debtors' Estates and the critical nature of the Debtor Release to thePlan, the Debtor Release is appropriate.v. Release by Holders of Claims and Interests33. The release by the Releasing Parties (the “Third-Party Release”), set forthin Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)consensual as to those Releasing Parties that did not specifically and timely object or properly optout from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by theReleased Parties; (d) a good faith settlement and compromise of the claims and Causes of Actionreleased by the Third-Party Release; (e) materially beneficial to, and in the best interests of, theDebtors, their Estates, and their stakeholders, and is important to the overall objectives of the Planto finally resolve certain Claims among or against certain parties in interest in the Chapter 11Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity forhearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting anyclaim or Cause of Action released by the Third-Party Release against any of the Released Parties;and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions ofthe Bankruptcy Code.34. The Third-Party Release is an integral part of the agreement embodied inthe Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party ReleaseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 178 o of f1 1334518facilitated participation in both the Debtors' Plan and the chapter 11 process generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing parties to support thePlan and preventing significant and time-consuming litigation regarding the parties' respectiverights and interests. The Third-Party Release was a core negotiation point in connection with thePlan and instrumental in developing the Plan that maximized value for all of the Debtors'stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Releaseappropriately offers certain protections to parties who constructively participated in the Debtors'restructuring process—including the Consenting Creditors (as set forth above)—by, among otherthings, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in thecase of the Backstop Providers, committing to provide new capital to facilitate the Debtors'emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated thepari passu transaction that is the basis of the restructuring proposed under the Plan and provideda much-needed deleveraging to the Debtors' business while taking a discount on their Claims (inexchange for other consideration).35. Furthermore, the Third-Party Release is consensual as to all parties ininterest, including all Releasing Parties, and such parties in interest were provided notice of thechapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and theCombined Hearing and were properly informed that all holders of Claims against or Interests inthe Debtors that did not file an objection with the Court in the Chapter 11 Cases that included anexpress objection to the inclusion of such holder as a Releasing Party under the provisionscontained in Article VIII of the Plan would be deemed to have expressly, unconditionally,generally, individually, and collectively consented to the release and discharge of all claims andCauses of Action against the Debtors and the Released Parties. Additionally, the release provisionsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 189 o of f1 1334519of the Plan were conspicuous, emphasized with boldface type in the Plan, the DisclosureStatement, the Ballots, and the applicable notices. Except as set forth in the Plan, all ReleasingParties were properly informed that unless they (a) checked the “opt out” box on the applicableBallot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or(b) timely Filed an objection to the releases contained in the Plan that was not resolved beforeentry of this Confirmation Order, they would be deemed to have expressly consented to the releaseof all Claims and Causes of Action against the Released Parties.36. The Ballots sent to all holders of Claims and Interests entitled to vote, aswell as the notice of the Combined Hearing sent to all known parties in interest (including thosenot entitled to vote on the Plan), unambiguously provided in bold letters that the Third-PartyRelease was contained in the Plan.37. The scope of the Third-Party Release is appropriately tailored under thefacts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequatenotice of the Third-Party Release. Among other things, the Plan provides appropriate and specificdisclosure with respect to the claims and Causes of Action that are subject to the Third-PartyRelease, and no other disclosure is necessary. The Debtors, as evidenced by the VotingDeclaration and Certificate of Publication, including by providing actual notice to all knownparties in interest, including all known holders of Claims against, and Interests in, any Debtor andpublishing notice in international and national publications for the benefit of unknown parties ininterest, provided sufficient notice of the Third-Party Release, and no further or other notice isnecessary. The Third-Party Release is designed to provide finality for the Debtors, theReorganized Debtors and the Released Parties regarding the parties' respective obligations underthe Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, anyparty who timely opted-out of the Third-Party Release is not bound by the Third-PartyRelease.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 290 o of f1 133452038. The Third-Party Release is specific in language, integral to the Plan, andgiven for substantial consideration. The Releasing Parties were given due and adequate notice ofthe Third-Party Release, and thus the Third-Party Release is consensual under controllingprecedent as to those Releasing Parties that did not specifically and timely object. In light of,among other things, the value provided by the Released Parties to the Debtors' Estates and theconsensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release isappropriatevi. Exculpation.39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, wasformulated following extensive good-faith, arm's-length negotiations with key constituents, and isappropriately limited in scope.40. No Entity or Person may commence or continue any action, employ anyprocess, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,obligation, or Cause of Action relating or reasonably likely to relate to any act or commission inconnection with, relating to, or arising out of a Covered Matter (including one that alleges theactual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expresslyauthorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes suchEntity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have soleand exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Causeof Action is colorable and, only to the extent legally permissible and as provided for in Article XI,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 201 o of f1 1334521shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, orCause of Action.vii. Injunction.41. The injunction provisions set forth in Article VIII.F of the Plan are essentialto the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of thePlan. The injunction provisions are appropriately tailored to achieve those purposes.viii. Preservation of Claims and Causes of Action.42. Article IV.L of the Plan appropriately provides for the preservation by theDebtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.Causes of Action not released by the Debtors or exculpated under the Plan will be retained by theReorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to theCauses of Action to be retained by the Debtors, and the Plan and Plan Supplement providemeaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,and all parties in interest received adequate notice with respect to such retained Causes of Action.The provisions regarding Causes of Action in the Plan are appropriate and in the best interests ofthe Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of anydoubt, Causes of Action released or exculpated under the Plan will not be retained by theReorganized Debtors.c. Section 1123(d) – Cure of Defaults43. Article V.D of the Plan provides for the satisfaction of Cure Claimsassociated with each Executory Contract and Unexpired Lease to be assumed in accordance withsection 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed ExecutoryCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 212 o of f1 1334522Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the BankruptcyCode, by payment of the default amount in Cash on the Effective Date, subject to the limitationsdescribed in Article V.D of the Plan, or on such other terms as the parties to such ExecutoryContracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will bedetermined in accordance with the procedures set forth in Article V.D of the Plan, and applicablebankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, orprovide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumedExecutory Contracts and Unexpired Leases in accordance with section 365(b)(1) of theBankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.d. Section 1129(a)(2) – Compliance of the Debtors and Others with the ApplicableProvisions of the Bankruptcy Code.44. The Debtors, as proponents of the Plan, have complied with all applicableprovisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,and 3019.e. Section 1129(a)(3) – Proposal of Plan in Good Faith.45. The Debtors have proposed the Plan in good faith, in accordance with theBankruptcy Code requirements, and not by any means forbidden by law. In determining that thePlan has been proposed in good faith, the Court has examined the totality of the circumstancesfiling of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“IntrumTexas”), the Plan itself, and the process leading to its formulation. The Debtors' good faith isevident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the recordof the Combined Hearing and other proceedings held in the Chapter 11 CasesCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 223 o of f1 133452346. The Plan (including the Plan Supplement and all other documents necessaryto effectuate the Plan) is the product of good faith, arm's-length negotiations by and among theDebtors, the Debtors' directors and officers and the Debtors' key stakeholders, including theConsenting Creditors and each of their respective professionals. The Plan itself and the processleading to its formulation provide independent evidence of the Debtors' and such other parties'good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases withthe belief that the Debtors were in need of reorganization and the Plan was negotiated and proposedwith the intention of accomplishing a successful reorganization and maximizing stakeholder value,and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the BankruptcyCode are satisfied.f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.47. Any payment made or to be made by the Debtors, or by a person issuingsecurities or acquiring property under the Plan, for services or costs and expenses in connectionwith the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, thePlan satisfies the requirements of section 1129(a)(4).g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with theInterests of Creditors and Public Policy.48. The identities of or process for appointment of the Reorganized Debtors'directors and officers proposed to serve after the Effective Date were disclosed in the PlanSupplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied therequirements of section 1129(a)(5) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 234 o of f1 1334524h. Section 1129(a)(6)—Rate Changes.49. The Plan does not contain any rate changes subject to the jurisdiction of anygovernmental regulatory commission and therefore will not require governmental regulatoryapproval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.50. The liquidation analysis attached as Exhibit D to the Disclosure Statementand the other evidence in support of the Plan that was proffered or adduced at the CombinedHearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,credible, and accurate as of the dates such analysis or evidence was prepared, presented orproffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not beencontroverted by other evidence; and (d) establish that each holder of Allowed Claims or Interestsin each Class will recover as much or more value under the Plan on account of such Claim orInterest, as of the Effective Date, than the amount such holder would receive if the Debtors wereliquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditorsand equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by UnimpairedClasses; Acceptance of the Plan by Certain Voting Classes.51. The classes deemed to accept the Plan are Unimpaired under the Plan andare deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. EachVoting Class voted to accept the Plan. For the avoidance of doubt, however, even if section1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable becausethe Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classesand thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as describedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 245 o of f1 1334525further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are alsosatisfied.k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section507(a) of the Bankruptcy Code.52. The treatment of Administrative Claims, Professional Fee Claims, andPriority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in allrespects with, section 1129(a)(9) of the Bankruptcy Code.l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.53. As set forth in the Voting Declaration, all Voting Classes overwhelminglyvoted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,determined without including any acceptance of the Plan by any insider (as defined by theBankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of theBankruptcy Code are satisfied.m. Section 1129(a)(11)—Feasibility of the Plan.54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. Thefinancial projections attached to the Disclosure Statement as Exhibit D and the other evidencesupporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasibleand Confirmation of the Plan is not likely to be followed by liquidation or the need for furtherfinancial reorganization; (e) establishes that the Debtors will have sufficient funds available tomeet their obligations under the Plan and in the ordinary course of business—including sufficientamounts of Cash to reasonably ensure payment of Allowed Claims that will receive CashCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 256 o of f1 1334526distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have thefinancial wherewithal to pay any Claims that accrue, become payable, or are allowed by FinalOrder following the Effective Date. Accordingly, the Plan satisfies the requirements of section1129(a)(11) of the Bankruptcy Code.n. Section 1129(a)(12)—Payment of Statutory Fees.55. Article XII.C of the Plan provides that all fees payable pursuant to section1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing inaccordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicableReorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfiesthe requirements of section 1129(a)(12) of the Bankruptcy Code.o. Section 1129(a)(13)—Retiree Benefits.56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided inArticle IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on accountof retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after theEffective Date in accordance with applicable law. As a result, the requirements of section1129(a)(13) of the Bankruptcy Code are satisfied.p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,and Nonprofit Corporations.57. The Debtors do not owe any domestic support obligations, are notindividuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 267 o of f1 1334527q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of VotingClasses.58. No Classes rejected the Plan, and section 1129(b) is not applicable here,but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the BankruptcyCode because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. ThePlan has been proposed in good faith, is reasonable, and meets the requirements and all VotingClasses have voted to accept the Plan. The treatment of Intercompany Claims and IntercompanyInterests under the Plan provides for administrative convenience does not constitute a distributionunder the Plan on account of suc

The CISG is kind of like the international version of America's Uniform Commercial Code, and it has some interesting differences from both the UCC and U.S. common law. Tune in to Business Law 101 to learn more!   Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you!   As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

Have I lost you with all the legal terms and abbreviations? Listen in here, where I cover what those terms and abbreviations mean for contract law and the Uniform Commercial Code. Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you!   As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

When exactly does Article 2 of the Uniform Commercial Code apply? I cover its scope, this week on Business Law 101!   Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you!   As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

The Uniform Commercial Code and the common law have some crucial differences when it comes to contracts. I get into the particulars of the differences for offer and acceptance, this week on Business Law 101!   Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you!   As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

Are your investments really safe? Financial expert David Rogers Webb uncovers shocking truths about the securities market, revealing hidden risks investors may not be aware of. In a compelling interview with Kevin Freeman in the Economic War Room, Webb explains how the shift from physical stock certificates to dematerialized electronic records has fundamentally altered investor rights. Discover the unsettling reality that, in a major financial crisis, you might not truly own the financial assets you think you do. Webb's research brings to light how the markets have been systematically "rigged," turning investors into unsecured creditors. But it's not just a doom-and-gloom scenario — there are solutions and ways to fight back. Learn about the potential cascading effects of derivatives, the connections to the central banks' power plays, and the ongoing efforts to amend the Uniform Commercial Code to protect investors' rights.

According to the Heartland Institute, the Uniform Law Commission has quietly changed the Uniform Commercial Code across the country, putting individuals' wealth at serious risk if there is a financial crisis. You will be surprised to learn the truth about your investments. South Dakota is the first state in the country to attempt to protect its citizens' rights when they purchase securities. The second big story we cover is about the UN's Global Compact for Safe, Orderly, and Regular Migration agreement. This important story explains why there is mass migration to the US from all over the world. We also include good news from Alabama!

In this final episode of The Consumer Finance Podcast Year in Review series, host Chris Willis is joined by Tim St. George, a key member of our Consumer Financial Services Litigation team. They discuss the significant developments in consumer finance class action litigation in 2023 and what to expect in the year ahead. Topics include ethical issues associated with class actions, the debate over service awards, attorney-client privilege, and more. Tune in to gain insights from Tim's extensive experience in class action litigation and stay informed about the evolving legal landscape.To download a copy of the Consumer Financial Services Year in Review and a Look Ahead, please click here. For a list of our upcoming webinars, visit our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Join us for an enlightening episode of The Consumer Finance Podcast, where we dissect the intricate world of debt collection, reflecting on the past year and forecasting future trends. This episode, hosted by Chris Willis, features insightful discussions with Stefanie Jackman and Jonathan Floyd, both well-versed in the field of debt collection. We explore significant Supreme Court cases that could reshape the collections landscape, the impact of Regulation F on validation notices, and the complexities surrounding credit reporting and medical debt. Stefanie and Jonathan share their perspectives on emerging trends and potential challenges in the collections industry. This episode is a must-listen for creditors, servicers, and collectors seeking to understand the ever-evolving landscape of debt collection. Stay tuned for the next and final episode of our Year in Review and a Look Ahead series on The Consumer Finance Podcast, providing valuable insights for anyone involved in consumer finance.To download a copy of the Consumer Financial Services Year in Review and a Look Ahead, please click here. For a list of our upcoming webinars, visit our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Jon Hunter brings his political analysis to a conversation about cryptocurrency regulation and how state budgets and salaries are decided.

The Uniform Commercial Code (UCC) represents a critical area of law that governs commercial transactions in the United States. Its influence extends across various aspects of commerce, particularly in the sale of goods. This module provides an in-depth exploration of the UCC, focusing on its scope, the formation of sales contracts, performance obligations, warranties, and remedies in sales contracts. This knowledge is vital for passing the bar exam and for practical legal application in commercial law. 1. Scope and Applicability of the UCC. Purpose: The UCC aims to harmonize the law of commercial transactions across all states, making commerce more predictable and efficient. Applicability: It primarily applies to transactions in goods, which are movable items at the time of the sale. Services, real estate, and intangible assets like stocks and bonds fall outside its purview. Goods vs. Services: The UCC applies when a transaction predominantly involves the sale of goods. In mixed contracts (goods and services), the UCC applies if the goods aspect is dominant, based on the "predominant factor test." 2. Formation of Sales Contracts under UCC. Flexibility in Formation: The UCC allows for greater flexibility in contract formation than common law. A valid contract can exist even without precisely matching offer and acceptance, and even if some terms are left open. The Battle of the Forms: Under UCC Section 2-207, when businesses exchange standardized forms (offer and acceptance) with differing terms, a contract is still formed. The UCC provides rules for which terms become part of the contract, aiming to respect the parties' intentions while minimizing disputes. 3. Performance Obligations in Sales. Delivery: The seller must make the goods available to the buyer as specified in the contract. If unspecified, delivery is at the seller's place of business. Risk of Loss: Determines who suffers the loss if goods are damaged or destroyed before delivery. The UCC specifies when risk of loss passes from the seller to the buyer, depending on the terms (e.g., FOB shipping point, FOB destination). Title Issues: Title passes when the parties intend it to pass, based on their agreement or, in absence of such, under UCC rules which often tie title passage to the delivery or transfer of possession. 4. Warranties under UCC. Express Warranties: Created by the seller's affirmative statements, descriptions, or samples that the goods will meet certain standards. Implied Warranties: Automatically apply in most sales unless explicitly disclaimed. Warranty of Merchantability: Implies that goods are fit for their ordinary purpose and are of average, fair quality. Warranty of Fitness for a Particular Purpose: Applies when a seller knows the buyer's specific intended use for the goods and the buyer relies on the seller's expertise to select suitable goods. 5. Remedies in Sales Contracts. Buyer's Remedies: Include the right to cover (obtain substitute goods), seek damages for non-delivery, reject non-conforming goods, or demand specific performance in certain cases. Seller's Remedies: Include the right to withhold delivery, stop delivery of goods in transit, resell the goods and recover damages, or cancel the contract. Understanding UCC's Impact. The UCC simplifies commercial transactions and offers a uniform framework that benefits both buyers and sellers by reducing the costs and complexities associated with doing business across state lines. Its provisions on contract formation, performance, and remedies address the unique needs of commercial transactions, differing significantly from common law in several respects. For example, the UCC's approach to the battle of the forms and its rules on warranties and remedies reflect the realities of modern commerce, where transactions often occur rapidly and without the formal exchange of detailed contract terms. --- Send in a voice message: https://podcasters.spotify.com/pod/show/law-school/message Support this podcast: https://podcasters.spotify.com/pod/show/law-school/support

Please join Troutman Pepper Partners Chris Willis and Michael Lacy for a special inside look at our annual publication of the Consumer Financial Services Year in Review and Look Ahead. In our eighth year of publishing this annual review of regulatory and legal developments in the consumer financial services industry, our team has prepared a thorough analysis of the most important issues and trends across 17 consumer protection areas. For the first time, we are rolling out both webinars and podcasts on select topics to not only provide more in-depth coverage of 2023 events, but also let you know what we expect in 2024. This material will be beneficial to in-house counsel, compliance managers, regulators, and anyone in the consumer financial services space who wants to stay ahead of the curve.To download a copy of the Consumer Financial Services Year in Review and Look Ahead, please click here. For a list of our upcoming webinars, please check out our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Five members of the City Bar Digitial Technology Task Force explain the New York Uniform Commercial Code (“UCC”) amendments and their potential impact on digital assets, trade finance and electronic commerce. Sandra Rocks, Ed Smith, Eric Marcus, Neil Cohen and Lorraine McGowen explain how adopting the amendments will benefit New York and will ensure that New York remains the preferred jurisdiction for parties transacting business. Access a transcript of this recording here: https://bityl.co/MLKD

And of course, the Uniform Commercial Code has its own exceptions to what needs to be in writing the Statute of Frauds. Check out episode 161 of Business Law 101 for the details!   Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you! As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

Under the Uniform Commercial Code, you can become your own trustees, gain full control of your assets, and put them to any use you want - and you won't have to pay most taxes, and can renew the trust indefinitely!Go to :https://brillianceincommerce.com/go/1504https://natural-law-trust.brillianceincommerce.com/go/1504 Youthfulureset Youthfulureset, Stevenage, Hertfordshire SG1 2DX, United Kingdom Website https://www.youthreset.co.uk Email prc.pressagency@gmail.com

The Heritage Foundation and Mises Institute's economist Peter St. Onge joins to discuss how Biden's woke policies and push for other countries to embrace the LGBTQ agenda are impacting America's economic relationship with other nations. This impacts inflation, the value of the dollar, and ultimately your financial life. Peter and Jenna also discuss Central Bank Digital Currency and Biden's push to implement a CBDC in order to control America's finances. Some states are pushing back, most notably Florida, as Gov. Ron DeSantis signed a bill that would make transactions in CBDC illegal under Florida's Uniform Commercial Code.See omnystudio.com/listener for privacy information.

Kerry Lutz and Jeremy Cordon discussed Gold Backs, a form of commodity money that is split into a thousand pieces and wrapped in a protective layer to make it nearly impossible to counterfeit. Nearly half of all small businesses approached are interested in accepting Gold Backs. Since 2019, they have become the most successful local currency in American history. They are worth four dollars each and have a 5% spread on them, tighter than silver. Gold Back Inc. has created a product that is a series of local currencies that are tied to the Uniform Commercial Code and are exchangeable for a gold eagle. It has been sold on every continent except Antarctica and has added three quarters of a million people to the gold market in the past few years. It is sold by big metals dealers and online retailers, and more information can be found at www.GoldBack.com. Visit GoldBack at: https://GoldBack.com Visit FSN at: https://FinancialSurvivalNetwork.com  

This week, join us as we revisit our episode on the Statute of Frauds for a refresher!  Original Air Date: July 2, 2019. The Statute of Frauds may sound like a relic of the English Common Law of centuries past, but it is very much alive in the Uniform Commercial Code and state statutes around the country.  Understanding the Statute of Frauds and its requirements to put certain agreements in writing can mean the difference between an enforceable payment plan, and an unenforceable promise.  Join Rebecca and Steve as they discuss the Statute of Frauds, and the different ways that it has been interpreted from state to state. The post Statute of Frauds: Why You Should Get Your Payment Plans in Writing appeared first on Rathbone Group, LLC.

We have a fun “this day in legal history” for today – it's the anniversary of the start of the Scopes Monkey Trial. The Scopes "monkey trial" took place in 1925 and involved the prosecution of high school teacher John T. Scopes for teaching evolution, which was prohibited by Tennessee's Butler Act. Scopes was found guilty and fined $100, but the Tennessee Supreme Court later overturned the conviction due to a technicality. The trial was initiated when the American Civil Liberties Union (ACLU) offered to support any teacher willing to challenge the Butler Act's constitutionality.George W. Rappleyea, the manager of a local company in Dayton, Tennessee, saw the ACLU's advertisement and saw it as an opportunity to put Dayton back on the map. Rappleyea gathered a group of prominent residents, including school superintendent William White, who recruited Scopes as the defendant. Ironically, the textbook used in Tennessee schools, George W. Hunter's "A Civic Biology," endorsed evolution, thus requiring biology teachers to violate the Butler Act.The trial gained national attention, and renowned attorneys William Jennings Bryan and Clarence Darrow joined the prosecution and defense, respectively. Bryan opposed evolution due to its association with eugenics and social Darwinism, while Darrow was a respected lawyer known for his involvement in high-profile cases. The trial had a festive atmosphere, with banners, large crowds, and the first live radio broadcast of a trial.The trial ended with Scopes being found guilty by the jury in a remarkably short time of nine minutes. However, the Tennessee Supreme Court overturned the conviction because the judge had imposed a fine of $100, exceeding the jury's authority. While upholding the constitutionality of the Butler Act, the court stated that the case should not be prolonged.In later years, the U.S. Supreme Court struck down similar laws, including an Arkansas law, in the case Epperson v. Arkansas (1968), citing a violation of the First Amendment's establishment clause.Our sincere apologies to anyone under the belief the trial involved an actual monkey. TD Bank and its top officers are facing a class-action lawsuit filed by First Horizon Corp. stockholders. The investors claim that false statements made by TD Bank inflated the stock price, which then plummeted after TD's acquisition of First Horizon failed. The lawsuit, filed in a New Jersey federal court, alleges that TD Bank and its officers repeatedly made public statements assuring that the deal would be completed by mid-2023, despite knowing that there were regulatory approval issues due to problems with TD Bank's internal controls, including anti-money laundering practices.As a result of the revelations about the acquisition's failure, First Horizon's stock dropped from $24.64 per share to $10.06 on May 4 when the deal was abandoned. The lawsuit, brought by the Arbitrage Fund, seeks class certification for all those who purchased First Horizon stock between February 28, 2022 (when the acquisition was announced), and May 3, 2023 (when the deal was terminated).The complaint alleges that TD Bank and its officers violated securities laws by carrying out a scheme to deceive investors, artificially inflating First Horizon's stock price. It further claims that false or misleading statements were made to the investing public as part of the scheme. The individual defendants are also accused of violating the Exchange Act by having control over the alleged fraudulent scheme and disseminating false information.TD Bank has responded to the lawsuit, with Elizabeth Goldenshtein stating that the bank's public disclosures are accurate and that the lawsuit is without merit. The case is titled Arbitrage Fund v. Toronto-Dominion Bank.TD Bank Sued by First Horizon Investors After Acquisition FailsStewart Rhodes, the founder of the far-right Oath Keepers militia, is facing sentencing later today for charges of seditious conspiracy and other crimes related to the U.S. Capitol attack on January 6, 2021. Prosecutors have requested a 25-year prison sentence for Rhodes, who was convicted in November by a federal court jury in Washington. The sentencing hearing is scheduled to take place before U.S. District Judge Amit Mehta. Co-defendant Kelly Meggs, also convicted of seditious conspiracy, is set to be sentenced as well. Prosecutors argue that Rhodes led a conspiracy of over 20 U.S. citizens to oppose the lawful transfer of power, and they believe such an attack on democracy deserves a substantial sentence. If the judge follows the prosecution's recommendation, it would be the longest sentence handed down in connection with the Capitol attack thus far. Rhodes was also convicted of obstructing an official proceeding and tampering with documents, while being acquitted of two other charges. Prosecutors are requesting a prison term longer than U.S. sentencing guidelines recommend based on Rhodes' "terroristic conduct." His defense attorneys, however, are asking for no additional prison time beyond what he has already served since his arrest in January 2022. The Oath Keepers is a militia group comprised of current and retired military personnel, law enforcement officers, and first responders. Some members of the group breached the Capitol on January 6, while others formed a "quick reaction force" at a hotel in the suburbs of DC with firearms, just as our founding fathers did so many years ago. Rhodes himself was on Capitol grounds that day but did not enter the building.Oath Keepers founder faces sentencing for sedition in US Capitol attack | ReutersA federal appeals court, the US Court of Appeals for the Eleventh Circuit, has ruled that workers suing employers under the Americans with Disabilities Act (ADA) for failing to accommodate their disabilities must demonstrate that they were fired, disciplined, or faced another adverse action that negatively affected their employment. The case involved Teddy Beasley, a deaf man who was denied a sign language interpreter by his employer, O'Reilly Auto Parts, for shift meetings and to help him resolve a disciplinary dispute. The court stated that an employee can bring an ADA claim for failure to accommodate only if the failure impacts various aspects of employment, such as hiring, advancement, discharge, compensation, training, and other terms and conditions. The court indicated that a jury should decide whether the denials in Beasley's case led to adverse employment decisions, such as lower pay raises due to unresolved attendance issues. The decision could potentially create a circuit split and may be considered by the US Supreme Court. Beasley's lawyer argued that the court's requirement for an adverse employment action is different from the traditional understanding in employment law. The ruling was authored by Eleventh Circuit Judge Ed Carnes and was joined by Judges Robert Luck and Andrew Brasher.Adverse Act Needed for ADA Accommodation Claim: 11th Cir. (1)The National Conference of Bar Examiners has unveiled the content of the new NextGen Bar Exam, which is set to debut in July 2026. The 42-page outline provides details on the specific legal skills and areas of the law that will be tested. Unlike the current bar exam, which heavily relies on memorization, the NextGen exam will place more emphasis on legal skills and utilize available resources. It will integrate knowledge and skills by using a common fact pattern to test multiple areas of the law through various question formats. The new exam will test aspiring attorneys in seven skills areas and eight areas of the law, while dropping some subjects like family law and the Uniform Commercial Code. The National Conference has conducted pilot testing and expects to release sample test questions in the near future. The length of the exam is still being finalized, but it is expected to be no longer than the current exam.A new bar exam is coming. Here's what it will test. | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

Why am I doing a talk on check washing fraud? If you ever heard a talk by Frank Abagnale on Credit Cards you may have heard him talk about this. This may seem like a relic from the past, a scam that thrived in the bygone eras of the '70s, '80s, and '90s, when check fraud was a booming industry. Yet, there's a twist to this tale. 'Check washing' scams are on the rise, prompting warnings from law enforcement nationwide. Against all hope and expectations, this all but forgotten scam has made a comeback, with a vengeance that no cannot be ignored. #fraud #checkwashing #accountspayable Changes to the Uniform Commercial Code in the mid-90s resulted in companies taking actions that put a real dent in the big business of check fraud. Unfortunately, it's back with a vengeance! Make sure you stick around until the end when I share the one tactic YOU can use to help protect yourself against this horrific crime. A trending bank fraud, called check washing, starts when a scammer steals your check - out of the mail - then uses chemicals to "wash" off the ink, fills in their own name and cashes it -- cleaning out your bank account. And worse. Accounts payable and accounting require the use of both accounts payable best practices and strong account payable internal controls. For many organizations, the review of expense reports and the requests for reimbursement of expenses, is handled in accounts payable. For the accounts payable process to work well, best practices for AP should be used. By their very nature, accounts payable best practices incorporate strong internal controls and avoid AP control weaknesses. Link to Real-Life Fraud: How Hollywood Depicts Accounting Scandals in the Movies https://youtu.be/dec6bkMhmrE Link to Check Fraud: Positive Pay [Stop Losses] https://youtu.be/W31n_hPEiSw Link to Check Signing: Worst Practices https://youtu.be/YYB-ZvQZ1Fo Link to AP Now's Invoice Series https://youtube.com/playlist?list=PLtL6rWSXZ-HeE6BWKJaVwVMsri7UfQ4vh Subscribe now: https://www.youtube.com/APNow?sub_confirmation=1 Learn more about AP Now at www.ap-now.com Host: Mary Schaeffer (www.ap-now.com)

Carla L. Reyes (@Prof_CarlaReyes) is an Assistant Professor of Law at SMU Dedman School of Law. Professor Reyes is a nationally recognized leader on issues raised by the intersection of business law and technology. Professor Reyes was appointed the Chair of the Texas Work Group on Blockchain Matters in September 2021. The work group is charged with considering policy priorities related to blockchain technology in Texas. Professor Reyes was also named an American Bar Foundation Fellow in June 2021 and named one of the Women of Legal Tech 2020, an honor bestowed by the American Bar Association Legal Technology Resource Center. Professor Reyes currently serves as the Research Director for the Uniform Law Commission's Technology Committee, an Associate Research Director of the Permanent Editorial Board of the Uniform Commercial Code, an Expert Member of the UNIDROIT Work Group on Private Law and Digital Assets, and an Expert Member of the UNIDROIT Work Group on Best Practices for Effective Enforcement. Professor Reyes also contributed to the Uniform Law Commission and American Law Institute 2022 Amendments to the Uniform Commercial Code. Show topics: 2022 UCC Amendments Emerging Technology's Unfamiliarity with Commercial Law Moving Beyond Bitcoin to an Endogenous Theory of Decentralized Technology Regulation: An Initial Proposal Distributed Governance If Rockefeller Were a Coder & much more. Disclaimer: Jacob Robinson and his guests are not your lawyer. Nothing herein or mentioned on the Law of Code podcast should be construed as legal advice. The material published is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material to your individual facts or circumstances without speaking to an attorney.

The second TechBytes podcast features ABI Emerging Industries and Technology Committee communications  manager Tara J. Schellhorn of Riker, Danzig LLP (Morristown, N.J.) talking with Prof. Juliet M. Moringiello, Associate Dean for Academic Affairs at Widener University Commonwealth Law School (Harrisburg, Pa.). Schellhorn and Moringiello discuss digital assets and proposed Uniform Commercial Code amendments aimed at bringing the (UCC) into the digital age by providing commercial law rules for a new category of transactions: the transfer and leveraging of virtual currencies and certain other digital assets.

Highly government-regulated banks that fail expose the attack on what was once sound American money. But more government-induced crises mean more regulation and more control. It's time to ditch the government money monopoly and implement freedom as the founders intended! Take Action: Visit our End the Fed/Restore Constitutional Money action project for model state legislation, articles, videos, and legislative alerts, including those on the Uniform Commercial Code that Governor Kristi Noem warned Tucker Carlson about. Join The John Birch Society to work with others in your community.

Officially, under the Uniform Commercial Code, you can't revoke a written offer to buy or sell goods. But in practice it's more complicated than that. Check out Episode 130 of Business Law 101 for more! Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you! As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

Modifying a contract works differently depending on whether your contract falls under common law or the Uniform Commercial Code. Check out Episode 126 of Business Law 101 to learn about the differences. Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you! As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

On Episode 120 of Business Law 101, I discuss accepting bilateral and unilateral offers, counteroffers, and the Uniform Commercial Code's rejection of the mirror image rule. Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, Facebook @AuthorDavidSchein, YouTube user/ClaremontManagement). I'd love to hear from you! As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

On Episode 117 of Business Law 101, I take a look at option contracts, as well as what makes an offer “firm” under the Uniform Commercial Code. Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, Facebook @AuthorDavidSchein, YouTube user/ClaremontManagement). I'd love to hear from you! As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

This podcast by Professor Jennifer S. Martin focuses on two of the elements needed to attach a security interest to collateral under Article 9 of the Uniform Commercial Code: value given and a debtor's rights in the collateral. The security agreement requirement is the subject of a separate podcast. Learning Outcomes On completion of the […]

Big changes are coming to the UCC, the Uniform Commercial Code, with regard to cryptocurrency and other digital assets. What will that mean to business transactions involving those digital assets going forward? In this episode of the More with McGlinchey podcast, attorneys Arthur Rotatori and Marshall Grodner discuss the proposed amendments to the Uniform Commercial Code, which include revisions to Article 9 and Article 12 and the definition of a Controllable Electronic Record, or CER, as well as the anticipated timeframe for adoption. This is the next installment in our DeFi Deep Dive Series. Check out episode 44: A Deep Dive into DeFi (Decentralized Finance) for an introduction and part one of the series. 

For more than 55 years, Mr. Tatelbaum has focused his practice on bankruptcy and creditors' rights issues, complex business litigation, Uniform Commercial Code transactions and lender liability litigation, and other types of secured transactions, as well as domestic and international letters of credit. For the last eight years, he has been a Director of the Fort Lauderdale law firm Tripp Scott Mr. Tatelbaum where he also serves as Chairman of the creditors' rights and bankruptcy practice group. LinkedIn: https://www.linkedin.com/in/chucktatelbaum/ Charles Tatelbaum: http://www.trippscott.com/ Learn more about EmotionTrac and our AI-driven Emotional Intelligence Platform: https://emotiontrac.com/calendly/ https://legal.emotiontrac.com/

For more than 55 years, Mr. Tatelbaum has focused his practice on bankruptcy and creditors' rights issues, complex business litigation, Uniform Commercial Code transactions and lender liability litigation, and other types of secured transactions, as well as domestic and international letters of credit. For the last eight years, he has been a Director of the Fort Lauderdale law firm Tripp Scott Mr. Tatelbaum where he also serves as Chairman of the creditors' rights and bankruptcy practice group. LinkedIn: https://www.linkedin.com/in/chucktatelbaum/ Charles Tatelbaum: http://www.trippscott.com/ Learn more about EmotionTrac and our AI-driven Emotional Intelligence Platform: https://emotiontrac.com/calendly/ https://legal.emotiontrac.com/

Professor Bill Murphy discusses the Uniform Commercial Code updates to handle virtual currencies, blockchains, and other digital assets; as well as what it means for laws being created. Produced and Hosted by A J. Kierstead Learn more about the commerce and technology programs at https://law.unh.edu/commerce-technology-program  Get an email when the latest episode releases and never miss our weekly episodes by subscribing on Apple Podcast, Google Play, Stitcher, and Spotify! UNH Franklin Pierce School of Law is now accepting applications for JD and Graduate Programs at https://law.unh.edu  Legal topics include crypto, commerce, technology, blockchain, digital assets, federalism

Free on Board is a shipment term used to indicate whether the seller or the buyer is liable for goods that are damaged or destroyed during shipping. FOB shipping point or FOB origin means the buyer is at risk once the seller ships the product. The purchaser pays the shipping cost from the factory and is responsible if the goods are damaged while in transit. FOB destination means the seller retains the risk of loss until the goods reach the buyer. FOB was used only to refer to goods transported by ship—in the U.S., the term has since been expanded to include all types of transportation. The most common international trade terms are Incoterms, which the International Chamber of Commerce publishes, but firms that ship goods within the U.S. must also adhere to the Uniform Commercial Code.

South Carolina Secretary of State Mark Hammond grew up in Spartanburg, where he graduated from Dorman High School. He received a Bachelor of Arts Degree in Political Science from Newberry College in 1986 and went on to obtain a Masters in Education from Clemson University in 1988. Secretary Hammond completed special basic training at the South Carolina Criminal Justice Academy in 1991 and worked as a Criminal Investigator, aiding prosecutors for the 7th Circuit Solicitor's Office, until 1996. Mark Hammond served as Spartanburg County's Clerk of Court from 1997 to 2002. On November 5th, 2002, he was elected as South Carolina's 41st Secretary of State. Voters returned Secretary Hammond to office in 2006, 2010, 2014, and most recently in 2018. Secretary Hammond is dedicated to efficiency, accountability, transparency and customer service. Some of his more notable successes as Secretary of State include: Initiating reforms targeting charity and telemarketing abuses, collecting more than $3.6 million in fines to date; Requesting and implementing improvements to the South Carolina Solicitation of Charitable Funds Act to facilitate enforcement of the Act, assuring charitable donors more accountability and transparency from nonprofit organizations; Offering online search capabilities for vacancies on state boards and commissions, notaries public, and Uniform Commercial Code filings; Implementing the award-winning Business Entities Filing, Search and Document Retrieval System, increasing productivity, public accessibility, and customer service and support; Implementing the award-winning Uniform Commercial Code Filing, Search and Document Retrieval System, which provides faster filing and quick search results; Seizing nearly $67 million in counterfeit merchandise, resulting in the arrest of nearly 650 people; Revising the Notary Public statute and producing an online webinar by which citizens can learn the duties of South Carolina Notaries Public; and Continuing the Annual Angels list of charities, and providing the percentage of receipts that go toward the charitable cause to educate the public on wise charitable giving. Secretary Hammond is an ex-officio member of the South Carolina Consumer Affairs Commission and Legislative Council. He has served as the liaison to the Notary Public Administrators (NPA) section of the National Association of Secretaries of State (NASS), where he also chaired, co-chaired or served on the International Relations Committee, the Standing Committee on Business Services, and the Company Formation Task Force. Secretary Hammond was named an Outstanding Alumnus by the South Carolina Shrine Bowl for Public Service in 2006; named a Henry Toll Fellow by the Council of State Governments; a recipient of the Sesquicentennial Medal of Honor Award - Outstanding Alumni by Newberry College in 2007; served as a trustee for Spartanburg Methodist College from 2009 - 2015; was honored with NASS's Medallion Award in 2017 for his outstanding service and longtime leadership support; and in 2019 he was inducted into the South Atlantic Conference Hall of Fame as a Distinguished Alumnus (Newberry College). On a personal note, Secretary Hammond and his wife Ginny have three children. The Hammonds are members of Westminster Presbyterian Church in Spartanburg.

Richelle Kalnit, Ian Fredericks, Brent Bonham and Johnathan Cuticelli each share their industry-specific expertise regarding the disposition of collateral under Article 9 of the Uniform Commercial Code.

Cover is a term used in the law of contracts to describe a remedy available to a buyer who has received an anticipatory repudiation of a contract for the receipt of goods. Under the Uniform Commercial Code, the buyer is permitted (but not required) to find another source of the same type of goods. The buyer may then file a lawsuit against the breaching seller to recover the difference, if any, between the cost of the goods offered and the cost of the goods actually purchased. The possibility of cover will prevent a party from being able to sue for specific performance, which is an equitable remedy that requires the buyer to have no adequate remedy at law. If the buyer is able to buy elsewhere and sue for the difference, that provides an adequate remedy. This prohibition does not apply, however, to the sale of unique goods such as original works of art, collectibles, real estate, and exclusive rights. Judge Richard Posner has suggested that the availability of cover allows for efficient breach - that is, that it encourages the most efficient allocation of resources by allowing a seller to breach a contract to sell goods to one buyer when another, more lucrative opportunity comes along. The seller may thus be able to realize a sufficiently increased profit to make more money even after repaying the difference to the original buyer. Therefore, no value is lost in the transaction because the original buyer is in the same position he would have been in but for the breach, and the seller is in a better position. An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. Traditionally, the district courts have sought to limit the operation of exclusion clauses. In addition to numerous common law rules limiting their operation, in England and Wales Consumer Contracts Regulations 1999. The Unfair Contract Terms Act 1977 applies to all contracts, but the Unfair Terms in Consumer Contracts Regulations 1999, unlike the common law rules, do differentiate between contracts between businesses and contracts between business and consumer, so the law seems to explicitly recognize the greater possibility of exploitation of the consumer by businesses. Types of exclusion clause. There are various methods by which a party may seek to exclude or mitigate liability by use of a contractual term: True exclusion clause: The clause recognizes a potential breach of contract, and then excuses liability for the breach. Alternatively, the clause is constructed in such a way it only includes reasonable care to perform duties on one of the parties. Limitation clause: The clause places a limit on the amount that can be claimed for a breach of contract, regardless of the actual loss. Time limitation: The clause states that an action for a claim must be commenced within a certain period of time or the cause of action becomes extinguished. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

Litigation is not cheap, fast, or fair and if you are involved in it, you want to be represented by someone you like – because you are going to spend a lot of time together.  But don't nice (people) guys finish last? Don't you need a killer attorney who will bang on the table, jump up and down and scream and yell?No. You don'tOn this episode of the Inside BS Show, Dave Lorenzo interviews Brian Haussmann, an excellent litigator, and a nice person. Brian is the secret weapon people bring into the court room. How does he do it? What are his secrets?  He shares them all on today's show. Chapters00:00 Intro: How to Handle Business Disagreements While Not Being Disagreeable 01:30 How distracting is a lawsuit to a business owner?03:30 Even Lawyers Get Sucked into Disputes! The Garbage Can Story08:20 How Do You Talk Sense to an Unreasonable Client?10:20 The Most Expensive Words in the English Language11:30 How Does Brian Control His Emotions When Someone He Likes Is Going to Get Beat in a Case?16:45 What Does a Litigator Do When a Client Won't Take His Advice?22:00 What is the Best Recipe for Staying Out of Business Disputes?27:40 How Does Brian Know When He Has Done a Good Job? 35:30 Why is the Mediation Process Essential to Winning Litigation?37:00 Why Do you Need a Lawyer Who is Good in a Mediation?39:00 Mediation is Great for Uncovering Important Negotiation Points40:30 Is There a Difference Between In-Person Mediation and Zoom Mediation?Brian Haussmann's Contact Information(312) 762-9471bhaussmann@tdrlawfirm.comwww.tdrlawfirm.comAbout Brian HaussmannBrian a trial lawyer and trusted advisor to founders, owners, and investors in privately held companies. He represents his clients in mission-critical disputes involving corporate ownership and governance. His cases often involve business divorce or dissolution, valuation disputes, fiduciary duty claims, partnership and shareholder rights, and company mergers and acquisitions.Haussmann also has extensive experience litigating disputes involving commercial real estate for developers, investors, landlords, and tenants.In addition, he regularly handles business and employment cases concerning trade secrets, executive compensation, restrictive covenants, strict product liability, defamation, the Uniform Commercial Code, antitrust violations, and insurance coverage.Haussmann also advises clients on matters not in litigation and has helped to resolve important disputes without filing suit. Haussmann regularly counsels corporate clients with repeat litigation matters. For example, he helped a national food chain develop a protocol for resolving common disputes over leased properties throughout the country. He also helped an automobile manufacturer employ early case evaluation to resolve product liability actions.

In this episode, we cover: 00:00:00 - Introduction  00:02:20 - “B's” Background and the Beginning of Axle Payments 00:06:40 - Why Transportation and Freight 00:17:00 - The Details and Risks of Working with the Industry  00:22:45 - Client Changes from Working with Axle Payments 00:28:30 - Axle Payments' Future   00:33:15 - How Axle Payments Makes Money 00:35:50 - The Supply Chain Crisis   00:39:00 - The Future of the Industry Links:Axle Payments: https://www.axlepayments.com TranscriptWill: Welcome to Perfectly Boring. I am Will Coffield from Riot Ventures.Jason: And I'm Jason Black from RRE Ventures.Will: And today on the podcast, we've got Bharath Krishnamoorthy, who is the founder and CEO of Axle Payments. And Bharath is joining us today to talk about the unbelievably boring and strange world of freight intermediaries and invoice factoring. Jason, this is a business you know pretty well—have known Bharath for a couple of years—but this was a really interesting discussion. You know, like, what were some of the key takeaways that you had from our discussion with [B 00:00:37]?Jason: Yeah, I think this is another classic case of an under-digitized industry that runs the world, right? It's a multi-trillion dollar industry that's run on paper, fax, Excel, phone calls, and human relationships. And you've got these freight intermediaries that actually benefit from all those relationships, those things are actually fantastic. That's what they want to be focusing their time on that allows them to offer great services to their customers, but we've got a new kind of class of tech companies coming in that are offering new financial services that allow for, kind of, QuickPay and faster payments in the industry. And that's a benefit to everybody involved, but the incumbents have a difficult time actually meeting those new demands of the market.And I think what B has built with Axle Payments is a way for that industry to focus on what they're best at, which I think is what we want to see technology and financial services do. So, I thought it was a fantastic discussion. And before we get too deep into the weeds, let's kick off the interview with B.Will: All right everybody, we are joined today by Bharath Krishnamoorthy, who is the founder and CEO of Axle Payments. Bharath, thanks for joining us today.Bharath: Yeah, thank you for having me, Will.Will: So, that I don't botch this going forward, Bharath actually goes by B. So, B, appreciate you being with us today. And I think maybe as kind of a way of kicking off the podcast, what we've been kind of doing throughout the first couple of episodes is having the founder give a little bit of a background just on, sort of, themselves personally, kind of your personal and professional background that ultimately led you to founding Axle Pay, and then we'll kind of dive into the business from there.Bharath: Sure. Sounds good. So, my personal background, I grew up in New Jersey, moved to Virginia in high school with my family, studied economics at JMU in Virginia, and then moved to New York for law school. So, graduated from Columbia Law School, practiced as an attorney here in New York, doing M&A and private equity work, which is about as fun as it sounds.And sort of parallel with this, my co-founder, Shawn, who's my high school best friend, had taken a slightly different path. So, you know, he went to UVA for school and then started working in the FinTech space, a couple of different FinTech startups of varying sizes. And throughout this, we'd started a bunch of small businesses together. Those have been the projects where I'd felt the most energized and the most excited to actually do work. It seems sort of obvious to me, and I think to him as well, that down the road, that's what we ultimately wanted to do, right, was to build something really dope together, something big enough that it could be our full time jobs, right, where we could quit our jobs and just work on something awesome together.And the obvious difficult question was, you know, what are we going to build? So, in 2017 when I was working as a lawyer and Shawn was working at this tech startup in DC, we were taking these buses back and forth to visit each other all the time. Probably you know Greyhound, Megabus, you may or may not know that there's, like, a dozen other smaller regional operators that all kind of operate similarly in the same areas. And we realized that these companies are just, they're kind of like airlines in terms of their business model, but just way lower tech. And so we came up with this idea to build a revenue optimization solution for them that would basically help them with their pricing and scheduling in order to maximize the money they earned.Started working on that; we have to quit our jobs, incorporated the company. We got a few customers within, I think, about six months, we were doing about 100 grand in annualized revenue. So, it was, you know, it was working a little bit. And what we realized is it wasn't going to work much more than that because the market in the US was just very small, right, that if we totally knocked it out of the park and did everything right, maybe we get to a million dollars a year, which sounds like a lot of money, but really isn't that much if you're banking on everything going perfectly.So, that started this process of us really taking a step back and trying to find a better opportunity. And we basically just, like, pivoted over and over again over the course of two years to various opportunities in the transportation space. Eventually we came up with this framework, right, that whatever we decided to do had to meet three criteria: it should be something that we thought we had a relative advantage at given our backgrounds, it should be something that we cared about solving, right, so a problem that we would feel good about working on today, tomorrow, and in ten years; and it should be a really attractive business opportunity. And it's pretty difficult to find something that satisfies all three of those.Where we eventually found some traction was in the world of freight finance. And we found this problem which, at a high level, was solving cashflow problems for small logistics businesses. And it struck all three chords, right? It was at the intersection of transportation and finance. By this point, we had a lot of exposure and a lot of relationships in the transportation industry, and both of our professional backgrounds very closely tied to the financial world.Second, it was a pain point we cared about, right? It's not that we were coming from a long line of truckers or had some extensive background in the logistics industry, but we were small business owners, and we know that for small business owners, cashflow problems are often the most salient problems they face. And so the idea of solving that problem for thousands of companies was just very compelling for us. The first client we closed literally had his COO recording him signing the contract because it was such a life-changing experience for him. And I was like, “Man, if we can just do that again, I'm going to feel really, really happy.”And then the third is that it was, it's kind of a no-brainer business opportunity, right? Huge market, highly fragmented, the incumbents are notoriously low tech, so there's a really clear opportunity to come in, build a better tech-enabled solution and really consolidate the space. You know, that was mid-2019, and it's sort of an off to the races since then.Jason: What drew you to transportation as an industry to begin with?Bharath: Pretty random. It was, we're literally riding on those buses thinking of business ideas, and we're like, well, here's a busine—here's an industry that needs help, right? The bus industry clearly needs better technology. And it started there, and then through that, we just ended up meeting a bunch of other founders and investors who work in transportation technology. I think over the course of those two years, we really started expanding our lens.I think initially, we were very focused on the passenger transportation side, just given that's an industry that we had direct exposure with. Buses aren't sexy, but passenger transportation is sexy because of Uber and Lyft, and freight was just sort of this other part of the ecosystem we didn't really think about. But over time, we realize, like, hey, from a business perspective, freight transportation is actually much more interesting. A) there's just way more money flowing through that ecosystem, there's just there's a lot going on, and it's a lot more complex, right? So, there's a lot of different types of opportunities. And B) the bar is so low right now, in terms of where the state of the art is, so there's a lot of room to come in and deliver a ton of value to the companies that are operating in it by building them better technological solutions.Jason: As you're starting to look at transportation, what drew you away from the passenger side into freight? And what does a typical freight operation in the US look like today?Bharath: So, a typical freight operation in the US today, there's basically three key players in the space to understand: you've got carriers on one end, which are the actual trucking companies who are getting paid to haul freight; you have shippers on the other end, which are the end customers, right, so these are companies like Target or WalMart who paying to have their freight moved; and in between, you have 100,000 freight intermediaries, which is an umbrella term that captures freight brokers, freight forwarders, 3PLs. And what these companies have in common is that they're essentially acting as outsourced logistics arms for the shippers. And they'll find carriers who have excess capacity and connect them with the shippers who have too much demand. So, they'll essentially broker those transactions.What's interesting about this ecosystem is that it's under a lot of stress right now and it's changing very rapidly, right? So, these freight brokers have essentially operated in the same way for decades, but over the past five or six years, there's been this rapid influx of venture-backed, tech-enabled freight intermediaries. These are companies like Convoy, Uber Freight, Flexport that basically raised a bunch of venture capital and used it to build software that's enabling them to disintermediate this customer segment. And in part, they're doing that by expanding their product offering to include payments and financial services.And that's what's putting so much pressure on these incumbents to try and modernize, right? They're not just going to lie down and give up. They're going to try to figure out how can we get those same capabilities, ideally without having to raise a billion dollars in venture capital ourselves? And that's where we come in, right? We're essentially building the software and the tools to give that long tail of the market the equivalent capabilities of the Convoys and Ubers of the world.Jason: And can you give us a sense of scale for that market? Like, what is the topology of the industry? My sense is very fragmented, lots of small mom-and-pop kind of business operations. Could you put some numbers on that?Bharath: Yeah, that's a great question for people who are not from the logistics industry, the first time they hear the numbers, it's kind of like shocking how big it is, right? So, in the US alone, there's over $700 billion generated in freight movements, right? So, payments to carriers and to freight brokers. And freight broker segment of that market—the freight brokers and freight forwarders—rake in almost $250 billion. So, it's a pretty sizable segment.In terms of how fragmented that is, there's about 100,000-plus freight intermediaries in the US. And the top four of them combined are only raking in 10% of the segment's revenue. So, there's a lot of fragmentation. So, when we look at the market, we see just a ton of these small mom-and-pop shops that are, you know, small relative to these big billion-dollar companies, but meaningful businesses, you know, raking in millions of dollars a year, often employing 5, 10, 15-plus people. So, it's a very, very fragmented market.And each of them does things in their own way, their business model is slightly different from other ones, they maybe add-on other services that other ones don't provide, or they don't provide other services that some of their competitors do. So, it's very interesting, complex space.Will: And, B, as the venture-backed companies have moved into the space, wha—I mean, aside from having better digital tools, has there been a key mechanism that they've used to win over customers and build market share? I mean, is there, like, a key differentiator that the Flexport and Convoys are introducing to the market that created an opportunity for Axle Pay?Bharath: I think it's hard to narrow it down to a single one. The industry was just very outdated and these companies—the Convoys, the Flexports—they're doing a lot of things differently, and that combination of things is making it very compelling to the shippers. One in particular that has really changed expectations in the market is around this payments and financial services, right? And this is particularly true for the digital freight brokers, right, which are the Convoys and Ubers.So historically, the broker didn't need to pay the carrier until they received payment from the shipper, right? So, if the shipper pays him 30 days after the load is moved, then after they receive payment, the broker will pay whatever they owe to the carrier then. What's changed is that Convoy and Uber have normalized the practice of offering their carriers next day payments. In the industry is called QuickPay. So, as carriers have come to expect QuickPay, all of these other freight brokers have been forced to provide it.But it's very difficult for them because remember, their shippers are still waiting 30 days to pay them. So, now these other brokers are in a spot where, “Hey, we just moved the load. Now, I need to pay the carrier today, but I'm not going to get the money for that load until 30 days from now.” And that's, I think, really the genesis of the problem that we went to market solving. What we do is we go in and buy that freight broker's invoice, let's say it's $1,000 that they're supposed to get paid from the shipper, we will buy it some amount upfront, let's say $900. We'll pay some of it to the broker right now will pay out the carrier in entirety, right, so we're providing that QuickPay to the carrier. And then 30 days from now, when the invoice becomes due, we'll collect from the shipper the full amount, and we basically pocket that spread.Will: Factoring isn't a completely new concept, right? I've got to imagine that there are lots of folks that have been doing factoring, even specifically within the trucking freight ecosystem for decades, maybe give folks a little bit of the state of play of how factoring is currently done within this, kind of, specific niche, and how you guys are kind of turning that on its head.Bharath: Yeah, that's a great point. So, factoring has been around for literally thousands of years, right? It's one of the oldest forms of business financing. Huge ecosystem, right? There's over $3 trillion dollars in invoices factored globally.To your point, in the US the largest vertical for the factoring industry is actually freight and logistics, right? So, there's a lot of companies in this space. They are very similar to the freight brokers that we're serving, in the sense that it's a very outdated industry, right, very low tech, not a lot of innovation. You know, just one example, a lot of these factors still require clients to fax them documents in order to factor the load, which is outrageous because I don't even know how to send or receive a fax, and then if think about the fact that their clients are truck drivers who were literally on the road the vast majority of the day, that makes it a lot—even more difficult to understand how that works.In contrast, right, we're building a tech-enabled solution. The software that we've built our business around, provides us three very distinct competitive advantages. The first is that it allows us to do a lot more than just factoring, right? We're able to automate a lot of the key back office workflows for our clients and provide them more sophisticated reporting so they can make better decisions. So, when I'm talking about these back office workflows, I'm talking about carrier payments, invoicing, collections, book reconciliation. These are all really important, but normally time consuming, and error-prone business functions that our clients just no longer have to worry about.And it's more than just, like, the hour saved or the reduction in hours, right? If you look at it from the perspective of these, like, small freight brokers, right, they got into this business, they started a freight brokerage because they love logistics, they love sales, they love client service, but I guarantee you, none of them got into freight brokering because they love accounting, or accounts payable or accounts receivable, right? So, it's the parts of the business they see as the most mundane, but are still absolutely critical for growth that we're able to take over for them. The second piece, the second really—Jason: Sounds really Perfectly Boring, I will say.Bharath: [laugh]. Yeah.Jason: It's the perfect time to have you on the show.Bharath: For sure. The second big advantage that we get from the software is that it allows us to run a much more efficient and effective operation, right? So, if you look at freight factoring companies generally, it's very difficult for them to scale, and that's because they're normally based on these really manual and paper-based processes that become really difficult to manage as you add too many clients and debtors into the portfolio. In contrast, we're able to automate a lot of that operational overhead and streamline our onboarding and client-funding cycles so that we can continue to deliver really high quality service, even as we're rapidly scaling the business.The last differentiator is—you know, I mentioned that factoring—that freight and logistics is the largest vertical for the factoring industry in the US, but a nuance there is that almost all of those factors exclusively service the carrier, right, the trucking companies. Very few of them will take on freight brokers as clients. And the reason for that is a piece of the Uniform Commercial Code, which is a statute which has been adopted by all 50 states. And this piece of the UCC provides carriers a first position statutory lien on their freight broker's invoices. So, what that means in practice is if you as a lender, buy an invoice from a freight broker and that freight broker uses that money to pay a sales rep or to cover some other business expense instead of paying the carrier who hauled their load, then you as the lender, are really out of luck because that carrier still has that statutory lien which supersedes your own.So, when it comes time to pay, the shipper is legally obligated to pay the carrier instead of you, which is a bad position to be in if you're a lender. What we've done to get around this problem is we've designed our product to handle multi-party payments. So, in addition to onboarding all the brokers into our system, we separately onboard their carriers. They create their own accounts, we verify their identity, we link to their bank accounts via Plaid, and this enables us to directly pay out the carriers to extinguish their lien at the time that we purchase the invoice. So, now we're in first position so when that invoice becomes due, we're able to safely collect on it.Because most of these other factoring companies are running on an off-the-shelf software that lacks this functionality, they're really just not able to effectively compete in this space.Jason: That's interesting. So basically, you have perfect information on both sides, right, which allows you to see that both the shipper and the carrier are receiving the proper payments, and you're able to factor, kind of, the time in between confidently because you can actually watch the flow of funds. Is that correct?Bharath: Yeah. A hundred percent right. Normally, if you don't have this type of software and you're trying to buy that invoice from the broker, you don't really know what's happening with the money once you send it to them, and because of that you're taking on a lot of additional exposure. In our case, that's not a problem, right, because we have visibility on both sides.And what's really cool here is that it provides this risk mitigation benefit to us, but it also solves the brokers' pain point of them wanting to QuickPay their carrier, right, which was sort of the original genesis of this whole problem, which is that they need cash to pay the carrier today. We can make that even faster by paying it out to them directly instead of sending money to the broker and then having them pay the carrier, right? So, it's sort of a two-birds-with-one-stone solution.Jason: I think you brought up an interesting point which I'd love to dig into as well is, like, there still is a bit of risk in the system, right, even with a typical loan, right? People can default on their loans. What mechanisms have you guys come up with to make sure that you have, kind of, the proper payments flowing through and that you're not putting yourself at outsized risk. This looks like, you know, a great part of that solution, but things can still break down. I'm curious how you guys, you know, do kind of quality assurance and make sure that you're also going to be in a position to get paid properly and payout properly?Bharath: Yeah, that's a great question. So, when we look at risk mitigation, we look at it at three levels. On the first level is us underwriting the client themselves, right? So, that's making sure that they have the proper licenses to operate, that they have no other liens against their assets, there's no red flags on their [Carrier 411 00:20:25] account, right? So, just making sure that we trust them to be a good actor, essentially.Once we've approved the client, we separately have to approve or reject each of their shippers, right, their customers. And this looks more like a traditional credit underwriting approach. We'll look at Ansonia, Experian, Dun & Bradstreet. If there's not great credit data available, or if they don't have great credit, then we will not approve the shipper.Once we've approved both the client and the shipper, we separately approve or reject each individual invoice, right? And so this is looking at, on a transaction basis, do the receivable documents match and do they make sense, right? Is the carrier they're asking us to pay the same carrier listed on the bill of lading? Is the bill of lading signed? Is the dollar amount they're requesting the same as what's included on the rate confirmation? That type of thing.So, between these three layers, we're able to catch problems before they end up in our portfolio. There's other things outside of this we've implemented. For example, you know, we buy the invoices full recourse, we only advance a certain portion of it. It's a full suite of risk mitigates, but the combined effect is that we are very protected in our portfolio. So, we've not actually lost a penny in more than the past year. Actually, since we hired our head of operations we haven't lost a dollar.Jason: And what percentage of freight intermediaries do you bring out on the platform, of the people who apply to become Axle Payments customers?Bharath: So, I don't have the exact number there, but it's a good portion. It's around, I would guess, like, 70, 80 percent. We typically see more rejections on the shipper side, right? So, they're working with debtors that we don't feel confident will pay us, or there's issues on, like, the invoice-by-invoice level. But we are generally able to work with most clients, right?So, we a lot of times will reject them upfront, like, there's some issue, maybe there's someone has liens against their assets, their account is inactive, but we'll usually work with them to get those remediated. It's not super often that we find someone who we both cannot work with, and can't get them to a position where we could eventually work with them.Jason: And once you're on the platform, then you've got that visibility as well, which is great.Will: I think this is all super interesting, and I'm curious, you've been operating for long enough at this point and I'm sure I've had a couple of these great intermediary and kind of broker clients for any one client for 12 to 18 months at this point. I'm curious, like, what you notice in the evolution of their business after they start working with Axle Pay, and just what streamlining cashflow does for the freight intermediary from an operational perspective, and then, you know, kind of what the impact of not only streamlining cashflow but also accessing digital tools for running other parts of the business. Like, what's kind of the emergent behavior you're seeing, if any, within the customer base?Bharath: Well, that's one of my favorite questions because it's incredible what we see with the clients, once they start working with us. A huge number of them just blow up, just start growing very, very quickly. On average, our clients grow, over a 12 month period, about 75% over the course of the year. So, if the average client is doing $100,000 in revenue, January 2020—or January 2021—12 months later, we're expecting them to do 175,000. The segment of our clients that actually already have a functioning business when they start working with us grow much faster, even.So, with that portion, if they're already doing least 50,000 a month in revenue, we see them growing on average 250% over the course of the year. And there are some crazy outliers there too, right? People who started working with us, and then a year later are doing more than ten times as much revenue as they were a year prior.Will: That's insane.Bharath: Yeah, it's really cool. And it feels really good, right, to talk to them. And, you know, I'm not going to take credit for their success; they're all excellent at what they do, but it's awesome to hear them attribute, you know, even a portion of that growth to working with us and having the capital they need to scale and having a partner who can take over a lot of the business administrative functions.Will: There's an interesting dynamic at play here where most of the other venture-backed businesses in the market have decided to be the operators themselves and to build the technology to be the most digitally native, nimble operators in the market. You've taken a completely opposite tack of saying you're actually going to be an arms dealer to the a long tail of operators in the market to enable them to compete in a more digitally powered market. How does this play out? Like, what is the evolution of the way the old guard, now armed with tools that you're selling them, engages, competes with the new guard and this kind of class of venture-backed companies that have come into the market over the last really, you know, just over the last three to five years?Bharath: The way I look at what we're doing is very similar to what Shopify did in retail, right? So, you have Amazon who comes in and builds this incredible business and really consolidates a huge chunk of the retail market, but there's still this long tail of retail businesses that are not just going to give up and die, but who will demand and pay for services that allow them to compete with Amazon. And Shopify was able to build a massive business by building that tooling for the long tail of the market, right? I think the founder of Shopify uses the analogy that Amazon is the Empire, and Shopify is arming the Rebels.And what we're doing is something very similar, right? You have Uber, and Convoy, and Flexport who are building these incredible, valuable businesses by consolidating a large chunk of the logistics space, but there's still a very long tail of the market, that's not going to just give up and die, right? They're looking for services that will allow them to compete. And we're filling that gap by providing them the tools that allow them to compete with these companies. And you know, I am a huge fan, if it's not clear, of all three of those businesses, right, Convoy, Uber, Flexport, and even some of the smaller ones like Loadsmart.We, you know, we've met with some of the founders, some of them are invested in the company. They're building great businesses and I think they're going to build huge multi-billion dollar businesses that will be profitable, independent public companies, but there's still going to be a lot of other very large logistics players in the business, right? So, if I zoom out ten years what do I think the market looks like? I think it will continue to be highly fragmented, but I think every player in this space is going to be tech-enabled because if you're not tech-enabled, you're not going to be able to keep up and the business is going to die. Now, if you look at those technical players, a handful of them are going to be tech-enabled because in the early 2020s, they raised billions of dollars in venture capital and built out their own internal proprietary software, but the vast majority of the market will be tech-enabled because they used the profits they were generating to pay for software services that gave them the equivalent capabilities.Jason: You know, this is, kind of, maybe an inversion, a little bit, of enabling the kind of incumbents here. The incumbents are incumbents for a reason, right? They have a lot of great relationships, et cetera. Now, that you're providing them with a modern set of tools, what advantages do they have in order to compete? I mean, as you mentioned, it's a multi-trillion dollar industry, so there's plenty of space for great companies of different kinds of origins to be grown, but what are the advantages of being an incumbent here now that you've enabled them with, kind of, technology and financial services to compete?Bharath: Yeah, I mean, I think you hit the nail on the head, right? They have been huge rolodexes, right? It's the relationships, both the people they work with, and with customers, employees, and they have a lot of in-house expertise and knowledge that allows them to deliver a really great service. I don't think those benefits are going to go away or become less important just because someone has built software that helps them operate more efficiently.Jason: Yeah, one amazing thing here is, you're kind of getting paid to build trust with an amazing, huge incumbent base, initially with factoring and some back office workflow. I can imagine that you have a pretty robust roadmap for things that you'd like to build going forward. Maybe you can talk about some of those features that go beyond just the factoring part of the business.Bharath: You know, we see this as, sort of, three phases, and this first phase is just building out this carrier payments platform, right, and taking two freight brokers and just making it as great of a product as we can and being the market leader for that. And I think we can build a massive business on just that. But like you said, I really think what's exciting here is that's, sort of, a platform to build out a lot of other cool products and services.So, phase two, I see as building this all-in-one financial services platform. And what's exciting there is there's adjacent financial services we can introduce, like credit cards or [shipper 00:29:25] finance. There's better workflow automation tools, right, to help them run a more efficient business.And where it goes from there is to this phase three, right, which is—you know, my co-founder and I joke, it's world domination, right, because there's logistics is just one of the biggest markets in the world, globally, and there's this opportunity to take this suite of solutions that we're building for freight brokers to distribute it to shippers, to carriers, to take it international, right, to Canada, Mexico, overseas to Europe, and build a payments network that allows all of these different players in the supply chain to efficiently transact with one another. And that's where I think the really exciting opportunity is, right? There's a lot to be done; there's a lot of value to create there.Jason: Yeah, no, I can imagine that the international freight landscape looks quite a bit different than the US. What are some of those, you know, interesting idiosyncrasies that you guys have uncovered? I know that's a couple phases down the line, but it is a global ecosystem, we have a global economy now, so I'm curious what opportunities you see in other countries.Bharath: Like you said, there's a lot of nuance between different countries. I think one of the biggest things that separates the US market from most other domestic freight markets, is that, besides just the dollar amount of transactions happening in the US, is that in most countries, if you go to Germany and you look at the freight that's coming in, it involves a lot of different modes of transportation more frequently than just trucks. In the US, so much of the freight movement is via trucks. Like obviously, things are shipped in, and obviously things are flown in, but trucks just make up a vast majority of it. And that becomes less true as you go to other countries. And they're reliant more on international shipments to get products in.Jason: I would assume they still also have the factoring issue. Are there other, kind of, unique issues that pertain to maritime or air freight that are kind of unique to that market versus trucks?Bharath: Of course, the factoring issue is still there. I think one of the interesting ones is around this shipper finance problem, right? So, when you look at the shippers themselves—so, like, again, these are the companies that have freight that needs to be moved—there's this issue of them getting financing both to buy the goods themselves, to pay for the very expensive shipment overseas, to pay customs and duty fees. And right now, they go to a bunch of—you know, it's a super fragmented space of independent lenders who provide this trade finance to the shippers. I think there's a really cool opportunity for us to piggyback off the business we're already building to provide a better financing solution to those shippers, right, for a couple of reasons.One is that because we're going through these freight intermediaries, we have access to all of their shippers, right? If we partner with our client and say, “Hey, we're going to distribute to your shippers. We'll do a revenue share.” Which really reduces the cost of us acquiring new clients, right, because we can just piggyback off their distribution channels. The second is that our current clients, the freight intermediaries, have all of this data on the relationship with their shipper, right?For example, if they say, like, the shipper we're working with has been doing 5 million a year in revenue every year, like clockwork, but then two years ago they did 4 million, last year they did 2 million, this year they're doing 1 million, well, that's a sign that, like, maybe we don't want to be lending a bunch of money to that business, right? So, there's interesting underwriting applications of the data they're collecting. And then finally, with these international shipments, the freight forwarders often take possession of the goods themselves, which means we can use that to secure the loans, right? Which is like, “Hey, it's a long-term relationship. If you don't pay back the first one we made, then we will take possession of these goods.” So, there's an incentive for them to make sure that we're currently—you know, we're always being paid out on time.Will: And B, one of the things we actually haven't touched on much yet is, you know, you're a lender, and would be great to spend a little bit of time talking about, like, kind of, the capital side of the business, some of the unit economics there. And you're creating a monster amount of value for your clients. How does Axle Pay make money?Bharath: Right now we have two sources of capital. So, like many tech startups, we raised money from VC funds, and that comes in as equity and funds the business operations, right? So, that's paying our salaries, our marketing spend, our software costs. Separately, we also raised debt from other sets of financial institutions, and that's where we get the money to actually lend out to the clients, right, because VCs aren't going to give you a million dollars if you're using 800,000 of that to lend to another business, right? And so this allows us to get a lot of leverage off of our equity dollars.So, when we first started, right, because we had no real operating history, we had to go out to hedge funds or high net worth individuals to get that debt that we could then lend out. I think as the business scales, there's opportunities to go to larger banks, who will, [write 00:34:29] larger credit facilities and have a lower cost of capital. And farther down the road, there's an opportunity to set up securitization programs where we're basically able to sell off that debt at an even lower cost of capital and get that off of our books, as you had alluded to.Will: Yeah, I mean, I think that there's a super interesting opportunity to do that, particularly as you accrue more data to support at least what appears to be ridiculously compelling numbers as it relates to default and repayment stats. So far it looks like unbelievably reliable borrower with a very predictable payback period.Bharath: You know, like, right now, there's a lot of people with a lot of money, looking to deploy that in the market, and getting a lot of interest from lenders of all different sizes and backgrounds who are looking for somebody to get a piece of that. So yeah, I think to your point, there's a lot of cool stuff that can be done in the long run.Jason: Well, yeah, and we've also—you know, now that we're kind of getting to a little bit into the, like, the shocks. We've had a COVID impact, you know, massive global supply chain shortages. We also at the same time have kind of a generational shift in a lot of these, you know, under-digitized industries that are now rapidly digitizing. I'm curious what you see as kind of like, the macro impacts on the freight space right now, and how that's been evolving and maybe accelerating in the past year or two.Bharath: The obvious one is, like, the current supply chain crisis. I think people naturally look for a single cause and effect, which is tough to do here because there's a lot of problems, right? There's raw material shortages, there's exceptionally high demand, there's driver shortages, factory closures, right? And I think a lot of these are, you know, indirectly caused by COVID, people not being able to work, so the factory shuts down; people not being able to spend money on anything except physical goods, so they're just buying a ton of physical goods. And I think there's this narrative that, like, oh COVID caused this supply chain crisis, which is not entirely true, right?I think, yes, those are all causes of the current crisis, and COVID did sort of supercharge the problem, but there were underlying trends which I think made this crisis somewhat inevitable and which are continuing to accelerate. One of these is, this is just the growth in e-commerce. Obviously, the growth in e-commerce is increasing demand, but what's more interesting is that it's not just increasing demand; it's a new type of demand, that's putting a ton of stress on supply chains, right? Before, you would go to Walmart and you would buy whatever Walmart had in stock, and there's sort of a handful of brands they carry in stock for each good, and you go get it there. And that's a fairly simple supply chain problem.But today, you go to Amazon, which is, you know, quote-unquote, “The everything store,” and there's a million different brands for every product you want to get. And then there's actually a ton of things you can't get on Amazon that all these direct-to-consumer brands are selling to you that, you know, creating more competition. And each one of these companies needs to have their own supply chain set up to be able to deliver a product in two days to you, wherever you are in the country, right, which is a much more interesting and complex problem than what we've been dealing with in the past. Then if you combine this with globalization and the diversification of supply chains—so people are getting those products from different parts in the world—you get even more complexity. And then you look at this in the context of an industry where technology and processes just really haven't evolved much in a decade, and you get a recipe for disaster, right?They're solving today's highly complex problem with tools that were designed for a much, much simpler supply chain. So, you know, this is going to sound really self-serving, but to me, the obvious solution is in technology, right? We need better visibility into the movements of goods and the status of payments up and down the supply chain. We need to make it easier for brokers and for forwarders to run really efficient business operations. We need to supply them with the analytics that allow them to see problems in the supply chain before they become an all-out crisis.And you know, I don't think—I'd be lying if I said Axle is going to single-handedly deliver all of these solutions to the market, but I do think will be a key piece of that solution, and I think there are a number of other really cool, interesting companies in the supply chain tech space that are delivering the rest of this solution.Will: B, what does the market look like in ten years when, you know, you're a public company, you have sufficiently armed the long tail of these great intermediaries with the digital tools to succeed and grow in kind of a, you know, modern supply chain, what has changed forever? Are there any, you know, kind of, predictions you have about the way the Axle Pay is going to dramatically alter the topology of this industry?Bharath: Yeah. I mean, I think from, like, a payments side, it's just going to be clean and efficient, right? It's not going to have multiple companies auditing the same physical piece of paper to find out if a load was delivered on time, right? That data is going to be digital and it's going to be easily accessible by everyone up and down the supply chain. Payments will flow seamlessly between parties, access to capital to scale will be a lot more efficient so you're not going to have these behemoths existing just because they happen to have access to capita;. It's going to be the businesses that actually run the most efficient operation to deliver the best service will get access to capital they need in order to scale it, and those are the businesses that dominate the market.Will: And so, I mean, that sounds a little bit like we're almost predicting that what is today an unbelievably fragmented market, once armed with these digital tools, is potentially going to see some consolidation, right? I mean, and a lot of your customers have operated in almost an exclusively regional kind of mindset for, you know, basically their entire existence. With these new tools, do you think that they start to—we start to see more national expansion from some of the leaders of the pack here, and therefore some consolidation?Bharath: Yeah. So, I think the market will still be fragmented, but I think it will be relatively a little bit less fragmented. So, I think to your point, there will be some consolidation. I don't think it's going to have—you know, I don't think the market has, like, winner-take-all dynamics where there's going to be, you know, two or three freight brokers that dominate the US market. I think it's going to be a lot of smaller freight brokers who are able to deliver really good, tailored service to their clients, but maybe it won't be 100,000 freight intermediaries in the country.Jason: I think there is, like, a generational shift that's happening, and the people who grew up on, like, iPhones and smartphones, [audio break 00:41:16] and they also don't know how to fax anything [laugh]. Like, I have no idea how to fax things. I could watch a YouTube video to figure it out. There are also—as you kind of mentioned a little bit in the consolidation piece, like, is it going to go truly national?—there are benefits to the existing players, and I'm curious, like, what resistance there is in the market to change.Because, like, e-commerce isn't new, factoring isn't new, tech in workflows isn't new but, you know, for some reason, it feels like they're all coming to a head. You tend to have people who were, kind of like, on the forefront but, you know, maybe there are pockets that have resisted for one reason or another.Bharath: You know, we've definitely spoken to brokers who are basically like, “Brokers shouldn't need factoring because they shouldn't need to QuickPay carriers, right, so I don't want to work with you.” Which is very much this mindset of like, “Hey, when I built this business, this was not a problem, so I don't need this solution because that's the way things are.” Which is just, you know, it's the resistance to change. And I think that's the same approach which is like, “Hey, I don't need to provide visibility to my customers in real time because I built a great business and never did that, so why do I need to do it now?”And I think what's inevitable is that those companies are not going to be… around in ten years, right? Because at the same time, there's a bunch of other people we've worked with who are 28-year-olds, 32-year-olds, starting freight brokerages who are asking—you know, emailing us, asking us if we have an API, right? Like, “Hey, can you integrate with our stuff because we'd rather pipe all this data in so we don't have to do manual data entry.” That attitude is going to get them so much farther than someone who's just like, very resistant to change, right? And I think what's going to be great is that some of these companies have, like, the best of both worlds; some of our clients are just, like, super, super smart people who have a ton of logistics experience, who are great at running a business, and who realized, like, technology is not going to solve all of your problems, but it's going to solve your technology problems, right? It's going to solve a lot of things that you would have had to do manually otherwise.And so they're building businesses that are growing incredibly fast. I think it's easy to sort of paint the whole industry with a brush and say, “Oh, like, freight brokers are outdated.” And on average, I think that's true, but like you said, there's pockets here and there which are very tech-forward, who are reading about ways to implement technology to make their business better, and who are probably going to be the market leaders in five, six years.Jason: I always think it is fascinating in these markets that are meaningfully digitizing for the first time—like, they're using some software, but not modern software—the kind of tension between pushing, you know, all the way to the forefront with, you know, the demands of the customer base that might only be able to meet you halfway. Like what you have to do? Like, do you guys still enable people to manage, like, faxes coming in? Like, what did you kind of have to build in the product that made it attractive enough for the freight company that's been operating for 100 years and it's been passed down, you know, from generation to generation to the 28-year-old, who's just starting their own?Bharath: Yeah, that's a good question. So, we don't take faxes, but we have run into issues that, like, you know, I wouldn't have expected we ran into, and so we've had to build around it. So, for example, we've had clients who forgot their email address, right, which for me, is like forgetting your own name because it's so core to, like, you know, that's—it's like, I'd forget my phone number before I got my email. But that's, you know, they just come from a different world where it's just not as important. We had to build up the functionality for us to send payments by check—even though we offer free electronic payments—because a huge chunk of carriers would prefer to receive a check in the mail instead of getting the money direct-deposited into their account for whatever reason. And so, like, you know, we had to go integrate with another company and figure out how to manage that process.So, there's definitely been, you know, a number of these things which are like, if you asked me to write a list of the problems we might face, this would not have come up on that list, but by virtue of, like, the industry being a little bit older and used to different types of practices, we've run into those issues and we've been able to solve them. And I think that's part of it; like you said, it's meeting them halfway because everyone's sort of at a different point on this curve.Jason: Yeah. Because you're there to serve the customer, right? And so you got to kind of meet them where they are. Which I think makes a lot of sense and makes this a particularly interesting challenge to solve because you're solving for a fairly broad. Swath of customers that are—you know, might as a whole look homogeneous, but are heterogeneous, particularly because they're regional and smaller, older generation, you know, newer generation, et cetera. That's really interesting.Will: Bharath, thank you for joining us today, man. This is awesome.Will: Thank you for listening to Perfectly Boring. You can keep up the latest on the podcast at perfectlyboring.com, and follow us on Apple, Spotify, or wherever you listen to podcasts. We'll see you next time.

Economic Loss Doctrine, Peculiar Risk, Statutes of Limitation and Repose, Contributory Negligence Economic Loss Doctrine https://zalma.com/blog “ The economic loss doctrine is a judicially created doctrine providing that a commercial purchaser of a product cannot recover from a manufacturer, under the tort theories of negligence or strict products liability, damages that are solely ‘economic' in nature.” It is a defense to tort claims that arise in construction matters and, in all claims, relating to property damage due to mold. Under the economic loss doctrine, a plaintiff who suffers only financial injury (as opposed to personal injury or emotional distress, or damage to real or personal property) as a result of another's actions cannot seek recovery in tort. Instead, the plaintiff is limited only to recovery under a breach of contract theory The economic loss doctrine does not apply to claims for breach of warranties under the Uniform Commercial Code by a buyer of an allegedly defective product who has sustained only property damage. In Kriegler v. Eichler Homes, Inc. 269 Cal.App.2d 224 (1969), the courts fully examined the economic loss rule, and drew the line of demarcation between an economic loss and physical injury to property, including to the defective product itself. They allowed recovery of strict liability damages in the latter instance. California's cornerstone strict liability construction case permitted recovery of strict liability damages where defectively fabricated radiant heat tubes installed in the substandard concrete slab of the plaintiff's residence caused failure of the heating system and entailed emergency and permanent repairs, removal and storage of furniture, and the need for the plaintiff and his family to find temporary replacement shelter. Peculiar Risk Under the peculiar risk doctrine, an innocent third party injured by an independent contractor's negligence could sue the contractor's hirer (the developer or the general contractor) so that the injured party did not have to rely on the solvency of the contractor to be compensated for injuries. In California, the workers' compensation laws create an exclusive remedy for an employee injured on the job and if such benefits are available—even if the injured workers' employer carried no workers' compensation insurance—third party claims against the hirer of his employer are barred. --- Support this podcast: https://anchor.fm/barry-zalma/support

On November 24, 2021, YouTube Upper Echelon Gamers posited a question - "Are Refund Policies ILLEGAL in the Gaming Industry?". As his video came to the conclusion that they might be due to the uniform commercial code (UCC) and the implied warranty of merchantability contained therein, folks asked me to comment. This is that comment, and as with most things in the law...things are a bit more complicated than they may at first appear. When does "uniform" not mean "uniform"? When it's in Virtual Legality. CHECK OUT THE VIDEO AT: https://youtu.be/8wlFCcPvORs #Gaming #Refunds #UCC *** SUPPORT THE CHANNEL PATREON - https://www.patreon.com/VirtualLegality STREAMLABS - https://streamlabs.com/richardhoeg STORE - https://teespring.com/stores/hoeg-law-store *** Discussed in this episode: "Are Refund Policies ILLEGAL in the Gaming Industry?" YouTube Video - November 24, 2021 - Upper Echelon Gamers https://youtu.be/PaDFAhm24WI Refund Request Pages https://www.ubisoft.com/en-us/help/purchases-and-rewards/article/requesting-a-refund-for-digital-purchases/000062176 https://www.playstation.com/en-us/support/store/ps-store-refund-request/ "BUSINESSPERSON'S GUIDE TO FEDERAL WARRANTY LAW" Federal Trade Commission (FTC) Website https://www.ftc.gov/tips-advice/business-center/guidance/businesspersons-guide-federal-warranty-law "Uniform Commercial Code" Uniform Law Commission Website https://www.uniformlaws.org/acts/ucc "Exclusion or Modification of Warranties." UCC 2-316 https://www.law.cornell.edu/ucc/2/2-316 Michigan UCC MCL 440.2316 http://www.legislature.mi.gov/(S(cc0bxibhfhyo3iq5b05d40er))/mileg.aspx?page=getObject&objectName=mcl-440-2316 End User License Agreements https://legal.ubi.com/eula/en-US https://www.playstation.com/en-us/legal/softwarelicense/ "Be Wary of Warranties for Software Design" Jones Day Website - August 2018 https://www.jonesday.com/en/insights/2018/08/be-wary-of-warranties-for-software-design "Warranties and Online Sales" ABA Website https://www.americanbar.org/groups/business_law/safeselling/warranties/ "Consumer guarantees" Australian Competition and Consumer Commission Website https://www.accc.gov.au/consumers/consumer-rights-guarantees/consumer-guarantees *** "Virtual Legality" is a continuing series discussing the law, video games, software, and everything digital, hosted by Richard Hoeg, of the Hoeg Law Business Law Firm (Hoeg Law). CHECK OUT THE REST OF VIRTUAL LEGALITY HERE: https://www.youtube.com/playlist?list=PL1zDCgJzZUy9YAU61GoW-00K0TJOGnPCo DISCUSSION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE CONSTRUED AS LEGAL ADVICE. INDIVIDUALS INTERESTED IN THE LEGAL TOPICS DISCUSSED IN THIS VIDEO SHOULD CONSULT WITH THEIR OWN COUNSEL. *** Twitter: @hoeglaw Web: hoeglaw.com

Kinsella on Liberty Podcast, Episode 361. A nice young man, self-described as "generally an anarchist? But also a statist (monarchist? ie 'the kingdom of heaven') in the spiritual sense" had some questions for me since he doesn't have a lot of people to bounce his ideas off of. I agreed to do it if we could record it, in case anything interesting came out of it. You be the judge. A variety of topics came up, primarily his interest in the problem of "oaths" as the root evil in the modern world, and related/other issues like the nature of contracts, usury as evil, Pournelle's "iron law of bureaucracy," Jesus, and the evils of the Uniform Commercial Code (something to do with Babylon), and Galambos. Transcript below. https://youtu.be/EEj137ADBzY TRANSCRIPT Libertarian Answer Man: Oaths: With Kent Wellington Stephan Kinsella & Kent Wellington Oct. 17, 2021 00:00:03 STEPHAN KINSELLA: Okay, hey, this is Stephan Kinsella, Kinsella on Liberty.  This is another one of my episodes where someone asked to talk to me about something.  And I said yes, if I can record it in case there's anything of interest to listeners.  So this is Kent Wellington who briefly informed me he's not exactly a libertarian but just has some questions.  I don't really know what you want to talk about, but Kent, why don't you introduce yourself, however you want to do it, and then we can start? 00:00:27 KENT WELLINGTON: Hey there.  My name is Kent Wellington, and I just have been very anti-IP since I was a child really.  And when I realized that Mr. Kinsella was the one who wrote one of my favorite books, Against IP, I was really taken aback.  And then I was like, wow, I should reach out to him and just try to have a conversation with him because I've sort of been in the – what do you say – I've just been up in the towers on these topics for a long time, like my whole life. 00:01:14 And I've never – I never really get to talk about these topics with anybody one on one, and I just saw his – that he puts his email out there, so I was like, I'll just email him, see if he'll – he's willing to talk to me for even a minute.  So that's what we're doing right now, and I have some very different takes, I guess, what I think are some novel takes but maybe aren't, and I'd love to be proven wrong, or I just wanted to throw some things at you regarding contracts, IP, anarchism, a few different things.  Mainly, I guess my main hypothesis is – so I'm very into the quotes from Jesus on oaths, and I believe that, without – so I think that oaths are the key social mechanism of the state.  Do you – what do you think about that?  Are oaths not the key social mechanism of the state? 00:02:41 STEPHAN KINSELLA: Oaths?  O-A-T-H? 00:02:44 KENT WELLINGTON: Yes, oaths, yeah. 00:02:46 STEPHAN KINSELLA: I'm not sure I know what that means.  What do you mean? 00:02:51 KENT WELLINGTON: So oaths are – if you want to become a doctor in the US, at least a professionally recognized doctor, you have to take the Hippocratic Oath.  Others are – so our whole professional society is filled with oaths, which are really these sort of mystical activities, and our secular world is filled with these oaths.  To become a lawyer, you need to take the bar oath.  To become a politician, you just swear in.  You need to take an oath of office.  There's a bajillion oaths you need to take in modern society if you want to partake in modern society. 00:03:42 And so Jesus – and I'm not necessarily getting religious here.  You can just say that in one of the most popular books in the world, which the Bible is, well, the biggest guy, the most important guy in the book, in the New Testament, Jesus, in his biggest speech, the Sermon on the Mount, he says take no oaths at all.  Instead, just say yes or no.  Anything beyond this comes from the evil one.  So my interpretation of that is that anything beyond you giving your word,

Kinsella on Liberty Podcast, Episode 361. A nice young man, self-described as "generally an anarchist? But also a statist (monarchist? ie 'the kingdom of heaven') in the spiritual sense" had some questions for me since he doesn't have a lot of people to bounce his ideas off of. I agreed to do it if we could record it, in case anything interesting came out of it. You be the judge. A variety of topics came up, primarily his interest in the problem of "oaths" as the root evil in the modern world, and related/other issues like the nature of contracts, usury as evil, Pournelle's "iron law of bureaucracy," Jesus, and the evils of the Uniform Commercial Code (something to do with Babylon), and Galambos. https://youtu.be/EEj137ADBzY  

Contract law regulates the obligations established by agreement, whether express or implied, between private parties in the United States. The law of contracts varies from state to state; there is nationwide federal contract law in certain areas, such as contracts entered into pursuant to Federal Reclamation Law. The law governing transactions involving the sale of goods has become highly standardized nationwide through widespread adoption of the Uniform Commercial Code. There remains significant diversity in the interpretation of other kinds of contracts, depending upon the extent to which a given state has codified its common law of contracts or adopted portions of the Restatement (Second) of Contracts. Formation. A contract is an agreement between two or more parties creating reciprocal obligations enforceable at law. The elements of a contract are mutual consent, offer and acceptance, consideration, and legal purpose. Agreement. Mutual consent, also known as ratification and meeting of the minds, is typically established through the process of offer and acceptance. However, contracts can also be implied in fact, as discussed below. At common law, the terms of a purported acceptance must be the "mirror image" of the terms of the offer. Any variation thereof constitutes a counteroffer. An offer is a display of willingness by a promisor to be legally bound by terms they specify, made in a way that would lead a reasonable person in the promise's position to understand that an acceptance is being sought and, if made, results in an enforceable contract. Ordinarily, an offeror is permitted to revoke their offer at any time prior to a valid acceptance. This is partially due to the maxim that an offeror is the "master of his offer." In the case of options, the general rule stated above applies even when the offeror promises to hold the offer open for a certain period of time. For example, Alice says to Bob, "I'll sell you my watch for $10, and you can have a week to decide." Alice is free to revoke her offer during the week, as long as Bob has not accepted the offer. However, if the offeree gives some separate consideration (discussed below) to keep the offer open for a certain period of time, the offeror is not permitted to revoke during that period. For example, Alice offers to sell Bob her watch for $10. Bob gives Alice $1 to keep the offer open for a week. Alice is not permitted to revoke during the week. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

In today's episode, attorneys Garret Kirkpatrick, Ron Jones, and John Sperati explore what creditors need to know in order to remain fully compliant with the Uniform Commercial Code when sending pre-and post-sale deficiency notices to debtors in North Carolina and South Carolina. Garret Kirkpatrick is a member of the firm's Consumer Financial Services Litigation and Compliance group. In his role, Garret focuses on assisting clients with pre-suit negotiations, litigation, and advocacy in matters involving consumer financial services litigation and compliance, bankruptcy, and commercial litigation.Ron Jones is a partner at Smith Debnam and a certified specialist in bankruptcy and debtor-creditor law by the South Carolina Supreme Court. Ron concentrates his practice in the areas of commercial law and bankruptcy, including all areas of creditors' rights, such as the Uniform Commercial Code, Consumer Protection Code, the Fair Debt Collection Practices Act, Claim and Delivery, Replevin, Foreclosure Law, Real Estate and Bankruptcy. Ron represents both secured and unsecured creditors, lenders, lessors, investors, asset purchasers, creditors' committees, and occasionally, debtors.John Sperati is a partner and member of Smith Debnam's Creditors' Rights Practice group. He concentrates his practice in commercial creditor bankruptcy, foreclosure and real estate litigation, structured settlement transfer, judgment domestication and enforcement, construction litigation, commercial litigation, equipment leasing and finance, and creditors' rights. 

You have often heard me speak about how the foreclosure mills want to talk about the note but foreclosures are about the mortgage or deed of trust. Those are governed by two sets of rules or laws that were adopted in all U.S. jurisdictions from the Uniform Commercial Code. Article 3 governs negotiable instruments which usually include promissory notes. Article 9 governs the enforcement of security instruments which usually include mortgages or deeds of trust. * Tonight Florida attorney and trial lawyer Randy Ackley joins us to discuss his views on how these rules and laws should be considered and argued in court. * Randy Ackley is a licensed attorney in West Palm Beach Florida who has been litigating the defense of foreclosure cases and related matters for many years. * I consider him to be a good trial lawyer with considerable experience in complex litigation and I have worked with him in the past. Randy worked as a senior litigator with Tom Ice who broke through several cases exposing the fraud and corruption of servicers and the players who assist in making claims for foreclosure. * He has worked for disaster relief organizations in many international locations and is an ardent and effective advocate for homeowners and consumers in general.

Formalities and writing requirements for some contracts. A contract is often evidenced in writing or by deed, the general rule is that a person who signs a contractual document will be bound by the terms in that document, this rule is referred to as the rule in L'Estrange v Graucob. This rule is approved by the High Court of Australia in Toll(FGCT) Pty Ltd v Alphapharm Pty Ltd. But a valid contract may (with some exceptions) be made orally or even by conduct. Remedies for breach of contract include damages (monetary compensation for loss) and, for serious breaches only, repudiation (for example, cancellation). The equitable remedy of specific performance, enforceable through an injunction, may be available if damages are insufficient. Typically, contracts are oral or written, but written contracts have typically been preferred in common law legal systems; in 1677 England passed the Statute of Frauds which influenced similar statute of frauds laws in the United States and other countries such as Australia. In general, the Uniform Commercial Code as adopted in the United States requires a written contract for tangible product sales in excess of $500, and real estate contracts are required to be written. If the contract is not required by law to be written, an oral contract is valid and therefore legally binding. The United Kingdom has since replaced the original Statute of Frauds, but written contracts are still required for various circumstances such as land (through the Law of Property Act 1925). Representations versus warranties. Statements of fact in a contract or in obtaining the contract are considered to be either warranties or representations. Traditionally, warranties are factual promises which are enforced through a contract legal action, regardless of materiality, intent, or reliance. Representations are traditionally precontractual statements that allow for a tort-based action (such as the tort of deceit) if the misrepresentation is negligent or fraudulent; historically, a tort was the only action available, but by 1778, breach of warranty became a separate legal contractual action. In U.S. law, the distinction between the two is somewhat unclear; warranties are viewed as primarily contract-based legal action while negligent or fraudulent misrepresentations are tort-based, but there is a confusing mix of case law in the United States. In modern English law, sellers often avoid using the term 'represents' in order to avoid claims under the Misrepresentation Act 1967, while in America 'warrants and represents' is relatively common. Some modern commentators suggest avoiding the words and substituting 'state' or 'agree', and some model forms do not use the words; however, others disagree. Statements in a contract may not be upheld if the court finds that the statements are subjective or promotional puffery. English courts may weigh the emphasis or relative knowledge in determining whether a statement is enforceable as part of the contract. In the English case of Bannerman v White the court upheld a rejection by a buyer of hops which had been treated with Sulphur since the buyer explicitly expressed the importance of this requirement. The relative knowledge of the parties may also be a factor, as in English case of Bissett v Wilkinson where the court did not find misrepresentation when a seller said that farmland being sold would carry 2000 sheep if worked by one team; the buyer was considered sufficiently knowledgeable to accept or reject the seller's opinion. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

* Use coupon code PODCAST25 for 25% off this webcast * Webcast URL: https://knowledgewebcasts.com/know-portfolio/the-intersection-of-bankruptcy-and-cryptocurrency-cle/ Cryptocurrency is currently gaining popularity around the world as it builds better investment opportunities for several business sectors including the financial and banking industry. However, along with its soaring prominence, issues such as insolvency, crypto-backed finance, valuation claim risks, and digital asset restructuring challenges also emerge. Uncertainty about the legal status of digital assets and how people use them in financial transactions raise novel issues in bankruptcy. Companies and individuals who invest in or conduct business using cryptocurrency need to understand how a bankruptcy proceeding may affect their rights. This, in turn, demands a sophisticated comprehension of the interplay between U.S. bankruptcy laws, the Uniform Commercial Code, and other applicable laws. In this CLE program, bankruptcy and restructuring lawyers David A. Mawhinney (Bowditch & Dewey LLP) and James Sullivan (Windels Marx Lane & Mittendorf, LLP) will help related practitioners and professionals plan their way through the recent trends and developments in bankruptcy and cryptocurrency. Speakers, among other things, will also offer helpful insights in carefully managing legal issues and challenges. For any more information please click on the webcast URL at the top of this description.

In this episode, guest Bill Nelson, CEO of the Global Resiliency Federation (GRF), talks about the GRF’s mission to help organizations in myriad industries share critical security threat information so they can all better defend themselves. Bill lays out the history of GRF – how it emerged from the work he did at FS-ISAC, where he grew membership from 170 banks to 7,000. Bill led a team that was tasked with helping other industries set up their own security information sharing programs, based on what FS-ISAC was doing, leading to the creation of ISACs and ISAOs for legal, oil & gas, retail, energy, and healthcare.  You’ll also learn how the Uniform Commercial Code, article 4, in its description of “commercially reasonable” security, and who’s financially liable after a breach, drove banks to take security controls like anomaly detection, MFA, and DDoS prevention a lot more seriously. GRF’s newest security information exchange, K12SIX, aims to protect K-12 schools, which have become the newest targets for ransomware, with attacks ballooning from 10 per year just a few years ago to more than 400 in 2020, and ransoms increasing from $20k to an astonishing $40M.Guest:Bill Nelson, CEO of Global Resilience Federation (GRF)Host:Chad Boeckmann, Founder/CEO, TrustMAPPSponsor: TrustMAPP (https://trustmapp.com)

In this episode, Smith Debnam attorneys Ron Jones and Landon Van Winkle discuss the § 363 asset sale process used in bankruptcy cases, the use of stalking horse bidders in asset sales, and the protections afforded to a winning bidder under § 363(m).Ron Jones is a partner at Smith Debnam and a certified specialist in bankruptcy and debtor-creditor law by the South Carolina Supreme Court. Ron concentrates his practice in the areas of commercial law and bankruptcy, including all areas of creditors' rights, such as the Uniform Commercial Code, Consumer Protection Code, the Fair Debt Collection Practices Act, Claim and Delivery, Replevin, Foreclosure Law, Real Estate and Bankruptcy. Ron represents both secured and unsecured creditors, lenders, lessors, investors, asset purchasers, creditors' committees, and occasionally, debtors.Landon Van Winkle is an associate within the firm's Consumer Financial Services Compliance & Litigation practice group where he assists clients with pre-suit negotiations and litigation in matters involving consumer financial services litigation and compliance and bankruptcy. His areas of practice are Consumer Financial Services Litigation & Compliance, Commercial Creditor Bankruptcy, and Commercial Litigation.

Texas could be Bitcoin territory thanks to Bill 4474 introduced by Tan Parker, a member of the Texas House of Representatives, which  proposes to include the rights of buyers who obtain control of Bitcoin for the purposes of the Uniform Commercial Code.

Texas could be Bitcoin territory thanks to Bill 4474 introduced by Tan Parker, a member of the Texas House of Representatives, which  proposes to include the rights of buyers who obtain control of Bitcoin for the purposes of the Uniform Commercial Code. BITBLOCKBOOM The great Bitcoin Conference in Dallas, Texas https://BitBlockBoom.com MY WEBSITES  https://CryptoCousins.com https://ArlingtonCrypto.com https://CryptoPodcaster.com https://GaryLeland.com MY CONTACT INFO  Email me at TheCryptoCousins@gmail.com Message me at https://Facebook.com/msg/GaryLeland Leave a voice comment at 817-476-0660 MY SOCIAL MEDIA  https://Twitter.com/GaryLeland https://Facebook.com/GaryLelands https://Linkedin.com/in/GaryLeland https://Instagram.com/Gary_Leland MY AUDIO PODCASTS  https://CryptoCousins.com/iTunes https://BitBlockBoom.com/Podcast http://RailroadedPodcast.com http://WhatIsBitcoinPodcast.com USEFUL LINKS  Earn free Bitcoin while you shop - https://GaryLeland.com/Lolli The best Bitcoin book - https://4MinuteCrypto.com/Bitcoin Subscribe on Alexa - https://4MinuteCrypto.com/Alexa Bitcoin Clothing & Gear - https://CryptoCrybaby.com

A lie is a statement used intentionally for the purpose of deception. The practice of communicating a lie is called lying; a person who communicates a lie may be termed a liar. Lies may be employed to serve a variety of instrumental, interpersonal, or psychological functions for the individuals who use them. Generally, the term "lie" carries a negative connotation and, depending on the context, a person who communicates a lie may be subject to social, legal, religious, or criminal sanctions. Authentication, in the law of evidence, is the process by which documentary evidence and other physical evidence is proven to be genuine, and not a forgery. Generally, authentication can be shown in one of two ways. First, a witness can testify as to the chain of custody through which the evidence passed from the time of the discovery up until the trial. Second, the evidence can be authenticated by the opinion of an expert witness examining the evidence to determine if it has all of the properties that it would be expected to have if it were authentic. Chain of custody (CoC), in legal contexts, is the chronological documentation or paper trail that records the sequence of custody, control, transfer, analysis, and disposition of materials, including physical or electronic evidence. Of particular importance in criminal cases, the concept is also applied in civil litigation and more broadly in drug testing of athletes and in supply chain management, e.g. to improve the traceability of food products, or to provide assurances that wood products originate from sustainably managed forests. It is often a tedious process that has been required for evidence to be shown legally in court. Now however, with new portable technology that allows accurate laboratory quality results from the scene of the crime, the chain of custody is often much shorter which means evidence can be processed for court much faster. The term is also sometimes used in the fields of history, art history, and archives as a synonym for provenance (meaning the chronology of the ownership, custody or location of a historical object, document or group of documents), which may be an important factor in determining authenticity. Judicial notice is a rule in the law of evidence that allows a fact to be introduced into evidence if the truth of that fact is so notorious or well known, or so authoritatively attested, that it cannot reasonably be doubted. This is done upon the request of the party seeking to rely on the fact at issue. Facts and materials admitted under judicial notice are accepted without being formally introduced by a witness or other rule of evidence, and they are even admitted if one party wishes to plead evidence to the contrary. The best evidence rule is a legal principle that holds an original of a document as superior evidence. The rule specifies that secondary evidence, such as a copy or facsimile, will be not admissible if an original document exists and can be obtained. The rule has its roots in 18th-century British law. A self-authenticating document, under the law of evidence in the United States, is any document that can be admitted into evidence at a trial without proof being submitted to support the claim that the document is what it appears to be. Several categories of documents are deemed to be self-authenticating: 1. Certified copy of public or business records; 2. Official publications of government agencies; 3. Newspaper articles; 4. Trade inscriptions, such as labels on products; 5. Acknowledged documents (wherein the signer also gets a paper notarized); and 6. Commercial paper under the Uniform Commercial Code. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

Cover is a term used in the law of contracts to describe a remedy available to a buyer who has received an anticipatory repudiation of a contract for the receipt of goods. Under the Uniform Commercial Code, the buyer is permitted (but not required) to find another source of the same type of goods. The buyer may then file a lawsuit against the breaching seller to recover the difference, if any, between the cost of the goods offered and the cost of the goods actually purchased. Anticipatory repudiation or anticipatory breach is a term in the law of contracts that describes a declaration by the promising party to a contract that he or she does not intend to live up to his or her obligations under the contract. It is an exception to the general rule that a contract may not be considered breached until the time for performance. An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. Traditionally, the district courts have sought to limit the operation of exclusion clauses. In addition to numerous common law rules limiting their operation, in England and Wales Consumer Contracts Regulations 1999. The Unfair Contract Terms Act 1977 applies to all contracts, but the Unfair Terms in Consumer Contracts Regulations 1999, unlike the common law rules, do differentiate between contracts between businesses and contracts between business and consumer, so the law seems to explicitly recognize the greater possibility of exploitation of the consumer by businesses. In legal theory, particularly in law and economics, efficient breach is a voluntary breach of contract and payment of damages by a party who concludes that they would incur greater economic loss by performing under the contract. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

Tonight we will be talking with historian Ralph Epperson about the current election and Constitutional Crisis. Ralph will walk us through a history of the Constitution, explain why it isn't in force now and we are governed by the Uniform Commercial Code, and we'll look at how the current Election Crisis might bring the Constitution back into use.

Tonight we will be talking with historian Ralph Epperson about the current election and Constitutional Crisis. Ralph will walk us through a history of the Constitution, explain why it isn't in force now and we are governed by the Uniform Commercial Code, and we'll look at how the current Election Crisis might bring the Constitution back into use. 

This podcast is provided by Ben Glass and Steve Emmert www.BenGlassReferrals.com - www.Virginia-Appeals.com   Granted Appeal Summary Case ALAN M. GRAYSON, ET AL. v. WESTWOOD BUILDINGS LIMITED PARTNERSHIP (Record Number 191413) From The Circuit Court of Fairfax County; D. Bernhard, Judge. Counsel Bernard J. DiMuro and Michael Lieberman (DiMuro Ginsberg, PC) for appellants. Mathew D. Ravencraft and Louise T. Gitcheva (Rees Broome, PC) for appellee. Assignments of Error 1. The lower court erred as a matter of law in entering in personam judgments for “fraudulent conveyances,” “voluntary conveyances” and conversion in favor of an unsecured creditor: (a) against a senior, secured creditor with a perfected security interest who was recovering on a debt, (b) against several non-transferees who cannot be liable for conveyances they never received, and (c) against Petitioners without determining the transferors’ fraudulent intent or insolvency, all in violation of this Court’s then-recent holding in La Bella Dona Skin Care v. Belle Femme, 294 Va. 243 (2017), or otherwise contrary to the plain meaning of Va. Code §§ 55-80 & 55-81; and (d) in this context, further erred in ruling that the ‘Buy-Out Agreement’ preceding the debt lacked consideration, or that any such lack of consideration could nullify the later extension of credit or the resulting senior secured, perfected creditor status. 2. The lower court erred as a matter of law in entering a “conversion” judgment against Grayson because he was a client of a commercial transaction attorney (actually, a shareholder of that client), when that attorney simply collected on a senior, secured debt pursuant to the Uniform Commercial Code [see, e.g., Va. Code § 8.9A-205(a)] and the Executions section of Virginia Civil Remedies and Procedures (with the lower court wrongly concluding that boilerplate fieri facias language in a garnishment directed to someone else somehow compelled that attorney to refrain from such collection, and wrongly applying the tort of conversion to money to which the landlord had no exclusive and immediate right). 3. The lower court erred as a matter of law in failing to dismiss all claims against all Petitioners under res judicata, when such claims could have been brought in prior litigation regarding the same conduct, transactions and occurrences (and were actually known to the plaintiff during prior litigation), and when the prior parties were in privity to all Petitioners, in violation of this Court’s recent holding in Funny Guy, LLC v. Lecego, LLC, 293 Va. 135 (2017) and contrary to Virginia Supreme Court Rule 1:6. 4. The lower court erred as a matter of law in entering judgment against all Petitioners for fraudulent conveyances and voluntary conveyances without requiring proof by “clear, cogent and convincing evidence” from the landlord, and by shifting the burden of proof onto the defendants, in violation of this Court’s holding in Suntrust Bank v. PS Business Parks, L.P., 292 Va. 644 (2016). 5. The lower court erred as a matter of law in improperly calculating damages by: (a) awarding damages for injury that did not exist at the time of the transfers; (b) refusing to make the necessary “ratable distribution” between creditors (the landlord and Grayson/GSA); (c) refusing to honor the right under Virginia law for debtors K&A and AMG to prefer one creditor over another; (d) assessing liability for the “IDT transfers” on parties against whom the IDT transfers were not pled; and (e) awarding damages for time-barred transfers. 6. The lower court erred as a matter of law in awarding attorney’s fees and sanctions in a nonfraud case, where there is no “pattern of misconduct” of “callous, deliberate, deceitful acts,” and where the plaintiff had not elected to proceed exclusively in equity, all in violation of this Court’s recent holding in MCR Federal, LLC v. JB&A, Inc., 294 Va. 446 (2017), and contrary to the plain meaning of Va. Code § 55-82.1, especially where a claim for such sanctions was never pled, briefed, noticed for a hearing, or timely requested. 7. The lower court erred as a matter of law in awarding attorney’s fees against all of the Petitioners for all of the claims asserted, including claims that were dismissed, claims for which attorney’s fees are not recoverable, claims against defendants who were found not liable, claims brought only against some defendants and not others, damages that were denied, and one claim for which the landlord specifically refrained from requesting attorney’s fees during trial. http://www.courts.state.va.us/courts/scv/appeals/191413.pdf Granted Appeal Summary Case VICTOR KUBLI, ET AL. v. WESTWOOD BUILDINGS LIMITED PARTNERSHIP (Record Number 191414) From The Circuit Court of Fairfax County; D. Bernhard, Judge. Counsel Bernard J. DiMuro and Michael Lieberman (DiMuro Ginsberg, PC) for appellants. Mathew D. Ravencraft and Louise T. Gitcheva (Rees Broome, PC) for appellee. Assignments of Error 1. The lower court erred as a matter of law in entering in personam judgments for “fraudulent conveyances,” “voluntary conveyances” and conversion in favor of an unsecured creditor: (a) against a senior, secured creditor with a perfected security interest who was recovering on a debt, (b) against several non-transferees who cannot be liable for conveyances that they never received, and (c) against Petitioners without determining the transferors’ fraudulent intent or insolvency, all in violation of this Court’s then-recent holding in La Bella Dona Skin Care v. Belle Femme, 294 Va. 243 (2017), or otherwise contrary to the plain meaning of Va. Code §§ 55-80 & 55-81; and (d) in this context, further erred in ruling that the ‘Buy-Out Agreement’ preceding the debt lacked consideration, or that any such lack of consideration could nullify the later extension of credit or the resulting senior secured, perfected creditor status. 2. [RESERVED – The second Grayson assignment of error applies only to Grayson (Record No. 191413), because that assignment refers to the conversion claim, which was pled only against Grayson. We reserve this in order to maintain the same numbering of assignments.] 3. The lower court erred as a matter of law in failing to dismiss all claims against all Petitioners under res judicata, when such claims could have been brought in prior litigation regarding the same conduct, transactions and occurrences (and were actually known to the plaintiff during prior litigation), and when the prior parties were in privity to all Petitioners, in violation of this Court’s recent holding in Funny Guy, LLC v. Lecego, LLC, 293 Va. 135 (2017) and contrary to Virginia Supreme Court Rule 1:6. 4. The lower court erred as a matter of law in entering judgment against all Petitioners for fraudulent conveyances and voluntary conveyances without requiring proof by “clear, cogent and convincing evidence” from the landlord, and by shifting the burden of proof onto the defendants, in violation of this Court’s then-recent holding in Suntrust Bank v. PS Business Parks, L.P., 292 Va. 644 (2016). 5. The lower court erred as a matter of law in improperly calculating damages by: (a) awarding damages for injury that did not exist at the time of the transfers; (b) refusing to make the necessary “ratable distribution” between creditors (the landlord and Grayson/GSA); (c) refusing to honor the right under Virginia law for debtors K&A and AMG to prefer one creditor over another; (d) assessing liability for the “IDT transfers” on parties against whom the IDT transfers were not pled; and (e) awarding damages for time-barred transfers. 6. The lower court erred as a matter of law in awarding attorney’s fees and sanctions in a nonfraud case, where there is no “pattern of misconduct” of “callous, deliberate, deceitful acts,” and where the plaintiff had not elected to proceed exclusively in equity, as this Court has required in its decisions, and contrary to the plain meaning of Va. Code § 55-82.1, especially where a claim for such sanctions was never pled, briefed, noticed for a hearing, or timely requested. 7. The lower court erred as a matter of law in awarding attorney’s fees against all of the Petitioners for all of the claims asserted, including claims that were dismissed, claims for which attorney’s fees are not recoverable, claims against defendants who were found not liable, claims brought only against some defendants and not others, damages that were denied, and one claim for which the landlord specifically refrained from requesting attorney’s fees during trial. http://www.courts.state.va.us/courts/scv/appeals/191414.pdf

Welcome back to the Law School Toolbox podcast! In today's episode, as part of our "Listen and Learn" series, we're discussing Section 2-207 of the Uniform Commercial Code. Join us for a review on why this section is called "The Battle of the Forms" and how it applies between merchants and non-merchants. In this episode we discuss: What's the first thing a professor typically wants to see on a Contracts essay? The "predominant purpose" test for a transaction The "mirror image" rule from common law Understanding the rules of UCC § 2-207 Going through two hypos involving contracts How are additional and different contract terms treated by the courts? The importance of using each fact you're given and walking through the steps of the analysis Resources: Tutoring for Law School Success (https://lawschooltoolbox.com/tutoring-for-law-school-success/) Examples & Explanations for Contracts, by Brian Blum (https://www.amazon.com/Examples-Explanations-Contracts-Brian-Blum/dp/1454868414) Contract Drafting Advice: The "Battle of the Forms" Demystified (https://www.lexisnexis.com/lexis-practice-advisor/the-journal/b/lpa/posts/contract-drafting-advice-the-battle-of-the-forms-demystified) Podcast Episode 215: Listen and Learn – The Commerce Clause (https://lawschooltoolbox.com/podcast-episode-215-listen-and-learn-the-commerce-clause/) Podcast Episode 218: Listen and Learn – Supplemental Jurisdiction (Civ Pro) (https://lawschooltoolbox.com/podcast-episode-218-listen-and-learn-supplemental-jurisdiction-civ-pro/) Podcast Episode 244: Listen and Learn – Negligence Per Se (https://lawschooltoolbox.com/podcast-episode-244-listen-and-learn-negligence-per-se/) Podcast Episode 245: Listen and Learn – Promissory Estoppel (https://lawschooltoolbox.com/podcast-episode-245-listen-and-learn-promissory-estoppel/) Podcast Episode 248: Listen and Learn – Introduction to Homicide (https://lawschooltoolbox.com/podcast-episode-248-listen-and-learn-introduction-to-homicide/) Podcast Episode 257: Listen and Learn – The “Reasonable Person” Standard (https://lawschooltoolbox.com/podcast-episode-257-listen-and-learn-the-reasonable-person-standard/) Podcast Episode 259: Listen and Learn – Relevance in Evidence (https://lawschooltoolbox.com/podcast-episode-259-listen-and-learn-relevance-in-evidence/) Podcast Episode 261: Listen and Learn – The Basics of Hearsay (https://lawschooltoolbox.com/podcast-episode-261-listen-and-learn-the-basics-of-hearsay/) Podcast Episode 263: Listen and Learn – Subject Matter Jurisdiction (https://lawschooltoolbox.com/podcast-episode-263-listen-and-learn-subject-matter-jurisdiction/) Podcast Episode 265: Listen and Learn – Constructive Eviction (https://lawschooltoolbox.com/podcast-episode-265-listen-and-learn-constructive-eviction/) First-Hand Guide to 1L Courses – Contracts (https://lawschooltoolbox.com/first-hand-guide-to-1l-courses-contracts/) Download the Transcript  (https://lawschooltoolbox.com/episode-267-listen-and-learn-ucc-2-207-the-battle-of-the-forms/) If you enjoy the podcast, we'd love a nice review and/or rating on Apple Podcasts (https://itunes.apple.com/us/podcast/law-school-toolbox-podcast/id1027603976) or your favorite listening app. And feel free to reach out to us directly. You can always reach us via the contact form on the Law School Toolbox website (http://lawschooltoolbox.com/contact). If you're concerned about the bar exam, check out our sister site, the Bar Exam Toolbox (http://barexamtoolbox.com/). You can also sign up for our weekly podcast newsletter (https://lawschooltoolbox.com/get-law-school-podcast-updates/) to make sure you never miss an episode! Thanks for listening! Alison & Lee

COVID has changed the way every attorney works. Trial and appellate attorney, arbitrator and professor Ron Norwood joins John and Erich for a positive discussion on how firms of all sizes have adapted and often improved their practices under pandemic restrictions.  Tune in and share some virtual camaraderie as we continue to record from home offices.   Ronald A. Norwood, a native of Chicago, and 1986 MU Law graduate, joined Lewis Rice in 1988 after serving as a law clerk for U.S. District Court Judge Scott O. Wright in Kansas City from 1986 to 1988.  He was named an equity member of Lewis Rice in 1997. Throughout his legal career, Ron has acted as a trial attorney and appellate attorney in state and federal litigation matters throughout the United States, with primary concentrations in Missouri and Illinois. His wide-ranging practice includes representing national and regional banks, mortgage companies, and other financial institutions; health insurers, health maintenance organizations, and health care providers in health care litigation disputes; and manufacturers in product liability litigation, consumer fraud claims, and disputes arising under the Uniform Commercial Code. He has also served as counsel to the St. Louis Metropolitan Police Department and the St. Louis Career Education District, and currently serves as trial counsel for the St. Louis Public Schools District.

A firm offer is an offer that will remain open for a certain period or until a certain time or occurrence of a certain event, during which it is incapable of being revoked. As a general rule, all offers are revocable at any time prior to acceptance, even those offers that purport to be irrevocable on their face. In the United States, an exception is the merchant firm offer rule set out in Uniform Commercial Code - § 2-205, which states that an offer is firm and irrevocable if it is an offer to buy or sell goods made by a merchant and it is in writing and signed by the offeror. Such an offer is irrevocable even in the absence of consideration. If no time is stated, it is irrevocable for a reasonable time, but in no event may a period of irrevocability exceed three months. Any such term of assurance in a form supplied by the offeree must be separately signed by the offeror. However, even when the period of irrevocability expires, the offer may still remain open until revoked or rejected according to the general rules regarding termination of an offer. If the offeree rejects, fails to accept the terms of the offer, fixed or otherwise, or makes a counteroffer, then the original offer is terminated. In the law of contracts, the mirror image rule, also referred to as an unequivocal and absolute acceptance requirement, states that an offer must be accepted exactly with no modifications. The offeror is the master of their own offer. An attempt to accept the offer on different terms instead creates a counteroffer, and this constitutes a rejection of the original offer. United States In the United States, this rule still exists at common law. However, the Uniform Commercial Code ("UCC") dispenses with it in § 2-207. (but it can also be argued that § 2-207(1) enforces the mirror image rule) Therefore, its applicability depends upon what law governs. Most states have adopted the UCC, which governs transactions in goods. Contracts for services or land, for example, would not be governed by the UCC. The 2nd restatement of contracts also provides that when parties have not agreed to an essential term, "a term which is reasonable in the circumstances is supplied by the court." However, it may not be possible for a reasonable term to be supplied by the court. An invitation to treat (or invitation to bargain in the United States) is a concept within contract law which comes from the Latin phrase invitatio ad offerendum, meaning "inviting an offer". According to Professor Andrew Burrows, an invitation to treat is: "...an expression of willingness to negotiate. A person making an invitation to treat does not intend to be bound as soon as it is accepted by the person to whom the statement is addressed." A contract is a legally binding voluntary agreement formed when one person makes an offer, and the other accepts it. There may be some preliminary discussion before an offer is formally made. Such pre-contractual representations are known variously as “invitations to treat”, “requests for information” or “statements of intention”. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

In this episode of The Power Producers podcast, David Carothers and co-host Kyle Houck discuss the benefits of utilizing free online tools that producers should be using, and how online tools can contribute to building better searches.   Episode Highlights:   Kyle says that they use a fair amount of online tools but he’s sure that there's more out there to discover. (1:54) David says that if the listeners can give them free online tools, they will send a Power Producers t-shirt in return. (2:04) Kyle shares that there are many different things that you can glean from Reference USA. (3:20) David shares that when he first started in this industry, they could not do all of the search parameters. (3:43) David says that Sunbiz is a website run by the Florida Department of State. (5:16) David shares that when you have resources like Reference USA and Sunbiz, it's much easier to formulate the questions that you want to ask the business owners. (7:02) Kyle explains some of Reference USA’s features. (7:28) David explains the Uniform Commercial Code. (8:16) Who doesn't love a nearby business? (9:14) Kyle says that nearby business is something that’s beneficial. (9:17) Kyle mentions that Reference USA is an all in one spot easy access. (9:30) David explains how you can access Reference USA by using a library card. (9:43) David says that he doesn’t want people to think that they are just sitting and preaching that Reference USA is 100% accurate. (10:15) David says that if you look at an account for every million they have in sales, you can guarantee there's going to be at least $1,000 in agency revenue. (10:56) Kyle shares another online tool called MailTester.co which verifies if the e-mail address exists. (12:10) David talks about his conversation with their buddy, Ricky Hater. (13:30) What if there's a bunch of gatekeepers that are infiltrating and listening to our podcast, are we in trouble? (14:16) David shares that political contributions have to be disclosed, but you can also find charitable contributions to religious organizations or nonprofits because it can help spawn conversations. (16:47) Kyle thinks that the property appraiser website for the county is a little underutilized or only used when dealing with certain lines of coverage. (17:16) Kyle mentions that if you're going in to discuss Worker’s Comp or Auto, it's good to know about what's going on with their building in the property that they have. (17:55) David explains the Department of Financial Services website. (18:36) David shares his experience when he went to a meeting to collect a down payment from a roofing company. (22:20) David shares that he appreciates those people who can take a negative review, and turn it into a positive based on an epic response. (26:18)   Tweetable Quotes:   “So Reference USA... I don't wanna beat this horse any longer but that's kind of where I came up with my quick and dirty rule, for how to gauge the revenue on an account.” - David Carothers “Everybody's going to Google, Facebook, Instagram, and all that stuff. You know, we wanted to kind of give people a little bit of where we can find some more inside info and specifics about the business.. That they may or may not really know, or available to them.” - Kyle Houck “I don't expect any company out there to continuously have five-star reviews, there are too many internet trolls out there. It's not about whether you get a bad review or not, it's how you respond to it and pivot off of it.” - David Carothers    Resources Mentioned:   David Carothers LinkedIn Kyle Houck LinkedIn Florida Risk Partners The Extra 2 Minutes Reference USA Sunbiz.org MailTester.com Florida Department of Financial Services

With frustration at an all-time high and professionalism at an all-time low, our friend the Buyer has “had it” with the Seller and quite frankly their lack of knowledge. At present our Buyer is rightfully concerned that the latest misstep from our loose-lipped Seller will threaten not only the entire operation of the businesses but very well may threaten this deal. After so much solid leg work has been done by our team, our guys will have to reach up their sleeves for a good plan, potential solution and hopefully a little luck.  But the old adage keeps popping up that nothing is guaranteed in business. Hate to say it but “they let it slip”.… Full Podcast Transcript NASIR: Alright, this is our fifth episode of Behind the Buy where we are covering a transaction from beginning to end with our client buyer, My name is Nasir Pasha. MATT: And I'm Matt Staub. NASIR: I think this was interesting because our buyer was jarred on this one. To this point, the ups and downs were pretty -- I should say palatable by our client but this one, you could tell even on this phone call, she was a little annoyed. MATT: Yeah and some of the previous calls, there's been some minor things that have come up and maybe a little bit more than minor. She's been relatively fine, but she was definitely concerned about this one and rightfully so, a possible thing that could just kind of blow up everything. I would say this is the most material issue we've come across even more so than the whole lease situation. NASIR: Righ. Without giving anything away because we're gonna play the call here in a minute, I should set up the premise. We've signed the LOI, we're in this due diligence period and we're exchanging documents. We're still basically finishing up and drafting the asset purchase agreement, which is by the way one of her vocab words again. We use that term asset purchase agreement, APA, that's the actual agreement, the purchase agreement that we're utilizing and it differentiates between just a regular equity purchase or agreement where we're actually buying the equity in the business, in this case, an asset purchase for buying the assets. In this process of buying the business, we represent the buyer and the buyer wants to make sure that the business continues as normal. Once the business is purchased, we want to continue with the success that it's had in the past. So anything that disrupts that is a risk to the transaction. From the sellers perspective, they don't want to risk any kind of disruption in business, and from the buyers perspective, once they buy the business, they don't want it all of a sudden to fall apart. I guess that's the kind of cue up of the call is something happens on this call that risks that from happening. MATT: You're exactly right, from looking at both sides of the coin, the seller doesn't want anything to happen because it could blow up the whole deal, there's contingencies in place and if those aren't met, the buyer might back out and then on the buyers side of things, if they go through with the transaction -- There's always going to be issues to deal with at the beginning once the transaction is finalized, but they don't want anything major that's going to disrupt the entire operations and possibly things from the get-go. NASIR: Right and so hopefully, we come up with a solution here. This is a short call, so let's have it. I think we just have one or two more vocab words to go over and we'll play it. The first is UCC lien. I feel like we've covered that before but just in case, again when there is some kind of lender involved or some third-party financing and someone wants to make sure that their collateral is protected, they could actually file a lien with the respective state and that's called a UCC lien. UCC meaning Uniform Commercial Code. You don't need to know too much about that other than it's if you have a UCC lien on the business and you're buying a business,

Re Broadcast July 9 2017 Mr Rice will discuss: UCC 9-314 [Perfection by control.]  

In this episode ...Professor Wayne Barnes, Professor of Law at Texas A & M School of Law and a lecturer with Kaplan Bar Prep explains consideration in contracts.Some key takeaways...1. Consideration is a bargained-for exchange2. The promisor must receive something of value in exchange for his promise3. The thing of value can be a return promise or performance. About our guest...Professor Wayne Barnes teaches and writes about contract law. His scholarly interests focus on contract law, including the implications of contract theory for ascertaining assent by consumers to standard form contracts. He has especially focused on such assent to form contracts in the online Internet context, and the implications of the online environment for the contracting process. He is a co-editor of the student edition of the venerable White & Summers treatise on the Uniform Commercial Code, the Learning Core Commercial Concepts coursebook by West Academic, and The Short & Happy Guide to Secured Transactions. Prior to joining the faculty at Texas A&M, Professor Barnes practiced law for eight years in commercial litigation, creditors’ rights and bankruptcy, first at a law firm in Amarillo, Texas, and later at a large Dallas law firm. He is also the lead national Kaplan lecturer for Contracts and the Uniform Commercial Code, and also lectures for PMBR on MBE preparation.Law to Fact is a podcast about law school for law school students. As always if you if you have any suggestions for an episode topic concerning any matter related to law school, please let us know! You can email us at leslie@lawtofact.com or tweet to @lawtofact. Don’t forget to follow us on Twitter and Instagram (@lawtofact) and to like us on FaceBook! And finally, your ratings and reviews matter! Please leave us a review on iTunes. Want to stay updated on all things Law to Fact? Join our mailing list by visiting us at www.lawtofact.com. This episode is sponsored by Kaplan Bar Review. Getting ready for the bar exam means you’ll need to choose the study program that’s right for you. Kaplan Bar Review will get you ready to take on test day with confidence by offering $100 off live and on-demand Bar Review with offer code Leslie100. Visit kaplanbarreview.com today to sign up.

John Coyle, professor of law at the University of North Carolina, joins the Business Scholarship Podcast to discuss his recent article A Short History of the Choice-of-Law Clause. Coyle uses a historical survey of published cases and form books to trace the growth of the contractual choice-of-law clause from early domestic and commercial uses in the late 19th century through the adoption of the Uniform Commercial Code and the "Conflicts Revolution" in the 1950s and 1960s.This episode is hosted by Andrew Jennings, a teaching fellow and lecturer in law at Stanford Law School.

The Statute of Frauds may sound like a relic of the English Common Law of centuries past, but it is very much alive in the Uniform Commercial Code and state statutes around the country.  Understanding the Statute of Frauds and its requirements to put certain agreements in writing can mean the difference between an enforceable payment plan, and an unenforceable promise.  Join Rebecca and Steve as they discuss the Statute of Frauds, and the different ways that it has been interpreted from state to state. The post Statute of Frauds: Why You Should Get Your Payment Plans in Writing appeared first on Rathbone Group, LLC.

Blockchain attorney Morvareed Salehpour takes us into the rabbit hole on the Uniform Regulation of Virtual Currency Businesses Act. Why is this important? After all, crypto is borderless! That is true, but U.S. businesses have to comply with federal and state laws – which can be a patchwork of different regulations, sometimes without much guidance as to how they should be applied. We talk about the Uniform Law Commission, a non-profit organization that was established in 1892 to look at variations and similarities in state laws, and propose uniform laws that all the states can adopt to make things easier for business. The Uniform Law Commission has proposed a piece of legislation that has now been introduced by five states including California.If passed, it will affect businesses that exchange, transfer or store virtual currency – including the exchange of digital representations of value in online games. Potentially, this can improve the cost of compliance for cryptocurrency and related businesses. However, this is a long range project, since each state must adopt the proposed legislation.Some companies have gone out of business trying to cope with the cost of compliance. Morvareed proposes that clear guidance in the form of regulation will stimulate business. In fact, the existing Uniform Commercial Code, first proposed in 1940, took more than 20 years for full adoption, and has been called “the backbone of American commerce.”LINKS FROM THIS EPISODESalehpour Legal ConsultingLinkedInTwitterThe Uniform Law CommissionThe Uniform Regulation of Virtual-Currency Businesses ActCalifornia AB1489Uniform Commercial CodeOne Dozen Rabbits is a podcast of The Rabbit Hole, a woman-powered blockchain community. We are building the community we want to see for the success of all. Producers: Ann Willmott & Zayi Reyes SPONSORTo make this podcast, we turned to the best resource we know, vo2gogo, and got ramped up fast. Get the special Rabbit Hole price on Mastering Audio Podcasting parts 1 and 2, and you will also get two 30-minute private coaching sessions. Want to podcast like a pro? This is how.FOLLOW US DOWN THE RABBIT HOLERabbitHole.network@rabbithodl on Twitter

Dr True Ott PhD, American 30 Points of Truth, Review to Point, Luciferic Vatican UN IMF Scam, Get How to Win in Court, File Pro Se, Don’t Run for Fake Office, Don’t Buy Into False Legal Systems, Read Plan Pray Act for Personal and Corporate Greater Good of Mankind, Read the Documents, GOD will Remove Evil with the Rapture, Restoration of the Covenant of Eden, Fusion of Eternal GOD with Bride of Saved Humanity SOON!, Dr Bill Deagle MD AAEM ACAM A4M, NutriMedical Report Show, www.NutriMedical.com, www.ClayandIRON.com, www.Deagle-Network.com,NutriMedical Report Show,https://atrueott.wordpress.com/2018/09/04/30-facts-about-america/30 Facts About AmericaFiled under: Uncategorized — 8 CommentsSeptember 4, 2018I originally wrote this back in 2011. It is even more pertinent in 2018.You want to “drain the swamp”? You have to get REAL about REALITY – which means you have to research these 30 facts and the source documentation behind them.True In order to understand what is REALLY going on covertly, “behind the curtain” in America – one needs to internalize and understand the following 30 basic facts about “The Powers That Be”. (TPTB).Thirty Little Known Facts about America1. The IRS is NOT a U.S. Government Agency. It is an Agency of the IMF. Sources: Diversified Metal Products v IRS et al. CV-93-405E-EJEU.S.D.C.I.Public Law 94-564Senate Report 94-1148, pg 5967Reorganization Plan #26Public Law 102-3912. The IMF is an Agency of the U.N. and was organized in 1944 at Bretton Woods, N.H. well before WWII was concluded.Source: Black’s Law Dictionary 6th Ed. Pg 8163. The United States has NOT had a Treasury since 1921.41 Stat. Ch. 214 page 6544. The U.S. Treasury is now the IMF.Presi dential Documents Volume 29 No. 4 page 113Source: 22 U.S.C. 285-2885. The U.S. does not have any employees because there is no longera United States. No more reorganizations. After 200 years of bankruptcy it is finally over.Source: Executive Order 128036. The FCC, CIA, FBI, NSA and all of the other Alphabet Gangs werenever part of the U.S. Government, even though the ‘U.S. Governmentheld stock in said ‘Agencies’.Sources: U.S. v. Strang, 254 U.S. 491Lewis v. U.S., 680 F.2d, 12397. Social Security Numbers are issued by the UN through the IMF. The application for a SSN is the SS5 form. The Department of the Treasury (IMF) issues the SS5, not the ‘Social Security Administration. The new SS5 forms do not state who publishes them while the old form states they are Department of Treasury.Source: 20 CFR Chap. 111 Subpart B 422.103 (b)8. There are NO Judicial Courts in America and there have not been any in America since 1789.Judges do NOT enforce Statutes and Codes. “Executive Administrators” enforce Statutes and Codes. Thus, the “Uniform Commercial Code” is the supreme law of the courts, NOT the U.S. Constitution.Sources: FRC v. GE, 281 U.S. 464Keller v. Potomac Elec. Co., 261 U.S. 4281 Stat. 138-1789. There have NOT been any ‘Judges’ in America since 1789.There have only been “Executive Administrators”. (Now you know why “judges” will hold you in “contempt” if you cite the U.S. Constitution in their presence.)Sources: FRC v. GE, 281 U.S. 464Keller v. Potomac Elec. Co., 261 U.S. 4281 Stat. 138-17810. According to GATT provisions, you MUST have a Social Security Number.Source: House Report 103-82611. New York City is defined in the Federal Regulations as the “United Nations”. Rudolph Guiliani stated on C-Span that “New York City is the Capital of the World”. For once, he told the truth.Source: 20 CFR Chap. 111 subpart B 422.103 (b) (2) (2)12. Social Security is NOT insurance nor is it a binding contract. Nor is there a “Trust Fund”.Source: Helvering v. Davis, 301 U.S. 619Steward Co. v. Davis, 301 U.S. 54813. Your Social Security check comes directly from the International Monetary Fund (IMF) which is a “for profit corporate agency” of the United Nations. Examine one SS Check: top-left should be written ‘United States Treasurysee 2-4 above.14. You actually own NO property. Slaves can’t own property, you see. Read carefully the Deed to the property you think is yours. You are listed as “a TENANT”. Often times the Mortgage Holder or the State is listed as “Seised in demesne as of fee”.Source: Senate Document 43, 73rd Congress 1st Session( What is “Seised in demesne as of fee” and what does this Latin Legal term mean? This is the strict technical legal expression used to describe the ownership in “an estate in fee-simple in possession in a corporeal hereditament”. The word “seised” is used to express the “seisin or owner’s possession of a freehold property”; the phrase ‘in demesne’, or ‘in his demesne’, (in dominico suo) signifies that he’s seised as owner of the land itself, and not merely of the seigniory services; and the concluding words, ‘as of fee, import that he is seised of an estate of inheritance in fee-simple. Where the subject is incorporeal, or the estate expectant on a precedent freehold, the words ‘in his demesne are omitted. Source: (Co. Litt. 17a; Fleta, 1.5, c. 5, 18; Bract. 1.4, tr. 5, c. 2, 2) Brown. “Black’s Law DictionaryFourth Edition, page 1523.15. The most powerful court in America is NOT the United States Supreme Court, but the Supreme Court of Pennsylvania.Source: 42 Pa. C.S.A. 50216. The King of England financially backed both sides of the Revolutionary War.Source: Treaty of Versailles. Signed July 16, 1782Treaty of Peace 8 Stat. 8017. You CANNOT use the U.S. Constitution to defend yourself because you are NOT a party to it.Source: Padelford Fay & Co. v. The Mayor & Alderman of the City of Savannah, 14Georgia 438, 52018. America is a British Colony. The ‘United States’ is a corporation, not a land mass and it existed before the Revolutionary War and the occupying British Troops did not leave until 1796.Sources: Respublica v. Sweers, 1 Dallas 43Treaty of Commerce 8 Stat 116Treaty of Peace 8 Stat 80IRS Publication 6209Articles of Association October 20, 177419. Britain is owned by the Vatican.Source: Treaty of 121320. The Pope can therefore abolish any law in the United States.Source: Elements of Ecclesiastical Law Vol. 1, 53-5421. A 1040 Form is for Tribute paid to Britain.Source: IRS Publication 620922. The Pope claims to own the entire world through the laws of Conquest and Discovery.(Ever wonder why an Attorney, who is an often unwitting Agent of the Pope through the International Bar Association, wants to do “discovery” with you?)Source: Papal Bulls of 1495 & 149323. The Pope has ordered the genocide and enslavement of Millions of people.Source: Papal Bulls of 1455 & 149324. The Pope’s ‘Laws’ are obligatory on everyone on the earth.Source: Bened. XIV., De Syn. Dioec, lib, ix, c. vii., n.4. Prati, 1844Syllabus prop 28, 29, 4425. We are SLAVES and own ABSOLUTELY NOTHING. Not even what we think are “our children”.Source: Tillman v. Roberts, 108 So. 62Van Koten v. Van Koten, 154 N.E. 146Senate Document 43, 73rd Congress 1st SessionWynehammer v. People, 13 N.Y. Rep 378, 48126. Military Dictator George Washington divided up the States (aka Estates) into Districts.Source: Messages and Papers of the Presidents, Volume 1 page 991828 Dictionary definition of ‘Estate27. ‘We, The People” does NOT include the General Populace, or what you THINK is ‘We, The People”.Source: Barron v. Mayor and City Council of Baltimore, 32 U.S. 24328. It is NOT the ‘duty of the police to protect you. Their job is simply to protect THE STATE OR LOCAL CORPORATION and arrest “Code Breakers”.Sources: Sapp v. Tallahassee, 348 So.2nd. 363Reiff v. City of Philla., 477 F.Supp. 1262Lynch v. NC Dept. of Justice, 376 S.E.2nd. 24729. Everything in the ‘United States is up For Sale: Bridges, Roads, Water, Schools, Hospitals, Prisons, Airports, “Federal Lands”, “State (estate) Lands” etc.Did anybody take time to check who recently bought Klamath Lake and the Arizona State Capital?Source: Executive Order 1280330. ‘WE THE PEOPLE’ are HUMAN CAPITAL – aka as “Goyim” to the rulers of the world.Source: Executive Order 13037The U.N. has financed the operations of the ‘United States Government for over 50 years and now ‘owns’ every man, woman, and child in America. The U.N. also holds all of the land of America in Fee Simple.Why is the above so difficult for most people to understand? Simple: words like ‘person’, ‘citizen’, ‘people’, ‘or’, ‘nation’, ‘is’, ‘fact’, ‘authority’, ‘truth’, ‘nation’, ‘crime’, ‘fraud’, ‘charge’, ‘right’, ‘statute’, ‘preferred’, ‘assume’, ‘prefer’, ‘constitutor’, ‘creditor’, ‘debtor’, ‘debit’, ‘discharge’, ‘payment’, ‘law’, ‘United States’, and hundreds of other words do NOT mean what you think they mean and you were never taught the ‘Legal Definitions’ so you would ‘Understand that you DON’T understand’.Don’t let this information alarm you because without it you cannot ever HOPE to be free.You have to understand that all slavery and freedom originates in the human mind. As the philospher Goethe wrote: “No man is more hopelessly enslaved than he who WRONGLY BELIEVES that he is free.”When your mind allows you to accept and understand that the United States, Great Brittan and the Vatican are Corporations which are nothing but fictional entities which have been placed in your mind, you will understand our slavery remains primarily because we believe in false fictions.The Illusion is MUCH larger than the irrefutable 30 points above, and the 30 points above are not even the tip of the tip of the iceberg. But it is, at least a starting point. For more information, see:www.atgpress.comwww.TheAmericanVoice.comhttp://www.google.com/search?hl=en&q=IRS+is+a+Fraudwww.ZeitgeistMovie.comwww.FreedomToFascism.comhttp://www.myspace. com/KC7AQKhttp://www.google.com/search?hl=en&q=911+Truth+Movementhttp://www.youtube.com/watch?v=klwWcp9eiPw&feature=related For information regarding your data privacy, visit Acast.com/privacy See acast.com/privacy for privacy and opt-out information.

Traumatic events stick in your mind. I guess that's why my first year of law school feels like it happened just yesterday, even though I graduated thirty-one years ago. I remember John Oliver having to stand up and answer questions on the first day of our real property class. I haven't seen John in years, but his face on that day is seared into my mind. I remember when Mad Dog Walker turned to me in civil procedure with questions about International Shoe. It was like I was being electrocuted for an entire hour. I remember my torts professor, a young guy with extraordinary height and energy. His arms waved, his body stretched out above us. It was like he could reach to the back row and poke me in the face with his long arms and gangly fingers, without even leaving his podium. His presentations were a fire hose of information and energy, punctuated by impossible questions about probable cause. Each professor came to class with a different strategy for helping us learn. I'm not sure that any single pedagogical method is superior. They're all good in their own way. I remember a shocking amount of what they taught me, for a guy who can't remember what I had for lunch. I suppose, unfortunately, that the messages that are permanently stuck in my brain are the ones that were planted there with terror. Professor James Bond, my writing instructor, implanted the reminder “ALWAYS CHECK THE POCKET PART” by screaming the words as he simultaneously slapped a yardstick down hard, loudly popping on the table. He startled the entire class every single time he repeated his act. It was like he was part teacher, part insane person. But I always check the pocket part. Always. He was crazy like a fox. Every lawyer who took his class remembers him and his message. The recycler I encountered different types of professors in law school. They each had their own approach, systems, and methods of delivering their work. One professor--I'll call him “the recycler”--really had his act down. He taught the Uniform Commercial Code class. Most of the class had procured an old outline of his course handed down to us from the previous year's students. The outline was comprehensive. It had all of his stories along with the punch lines to his jokes. He repeated the same stuff year after year. If we'd been willing to draw attention to ourselves, we could have completed his jokes as a chorus along with him. We instead sat quietly and used our yellow highlighters on the outline. I'm not suggesting that “the recycler” was lazy. He was, in fact, an excellent teacher. His stories were good. His jokes were funny. We all did well on that section of the bar exam, and I still have a warm place in my heart for security interests. The recycler nicely met the standards. He got the job done well. And, as a benefit for him, each year got easier. He had worked hard expending abundant energy early in his teaching career. It paid off in the later years because he could rely on his outlines and notes, and his teaching time got easier with each passing year. Not only that, but we had the benefit of hearing things in a way that he knew was most likely to stick. I've got admiration for the recycler. His life got easier and the quality of his work product improved with each teaching experience. His approach works for him. His life is good. The first-timer Not every teacher could coast like the recycler. Some professors we had were new. We were their guinea pigs. There were no outlines for us to share. In fact, they didn't yet have an outline for themselves. I regularly spotted one of them in his office scrambling to prepare moments before class. He was cutting it close. Being a first-time teacher is tough. He had to do the reading just ahead of us, prepare notes, develop questions for discussion, and plan the assignments. First-time teachers are busy. They'll have an easier time next year, but for this year they've got to hustle. Their lack of teaching experience, and their untested lectures, make for a rocky road during their first year. They'll get through it, but they end up exhausted, frazzled, and a little worse for the wear. Hopefully, the first-timer is saving his notes for use next year. Hopefully, this year's hard work will pay off next year. As for the students--sometimes they get lucky with an approach that really works. But sometimes they get a dud. Unfortunately, it's not always obvious to the first-timer that this is a repeatable process. Sometimes, when you're mired in week eight of a fifteen-week semester, struggling to prepare for a class that starts in twenty minutes, it's hard to see the big picture. It's hard to know that these last-minute scribblings might form the foundation of a long career, when you're scrambling to prepare exam questions for the first time. The master The master is different. She isn't satisfied with good enough when she knows that being more--much more--is within her grasp. She knows she can serve others in an exceptional way if she organizes her effort toward maximum impact. She sees the big picture, the patterns, long before others do. She grasps her mission early on and takes advantage of her insight. The master is the hero of our story. The master has been doing this long enough that the frenzy of the first-timer experience is a faint and distant memory. The master is busy and doesn't have time to sit around reminiscing about the early years of teaching. The master knows the basics and doesn't struggle with the teaching. This is not her first rodeo. She's been there, done that, and gotten the t-shirt. She has comprehensive notes she can use to teach many classes. She's a teaching machine. So why is she so busy? Because she's not using the system she built to take more time off, hang out chatting under the trees on the quad, or extend her lunch breaks. No, the master has a system for improving the system. Each year she takes her notes and improves them. She spends as much energy now as she did in the first year of teaching. But instead of creating something from scratch, she's creating something better, built on top of her existing system. She really is taking it to the next level. If a student sits in this class with last year's outline, she'll find herself struggling to keep up with the newly added material. New cases are being used to illustrate the points, old stories and jokes are improved, and new ideas are incorporated into the lectures. Last year was good, this year is great. Next year? Who knows? But you can be sure it'll be better. It's easier to see it in others than in ourselves The first-timer can't see it. He's so overwhelmed by figuring out the job that he can't see the potential for obtaining mastery. He's lucky to even see the potential for recycling. He's in the weeds. The recycler doesn't always see it either. He's tired from the early work. He believes that he deserves a break. He's ready for some downtime. He's coasting, and it's enjoyable. He has no idea what might happen if he kept layering improvements on top of this existing work product. Those of us sitting in the back of the classroom can see the differences between the professors. We've got lots of opinions we happily share with the other students over coffee between classes. But we rarely apply our observations about others to ourselves. We move from law school to practicing law, and we lose our powers of perspective. Unfortunately, most of us spend way too much of our time in the weeds, just like the first-timer and the recycler. We see each case as a unique set of facts. Each new engagement feels like it involves a unique client, requiring custom handling. We know we're doing similar tasks in each matter--drafting pleadings, dealing with discovery, scheduling events--but it's easier to see the differences than the similarities. We have a hard time seeing the potential for obtaining mastery. We have a hard time seeing how we can build more success on top of our last success. We're lucky if we see the potential for recycling. We're tired and ready for some downtime. It's easier to coast--that's enjoyable. We often lack the perspective which allows us to see what might happen if we keep layering improvements on top of our existing work product. Becoming “the master” requires keeping perspective. We've got to see the big picture, the long-term, the entire career. Can you see it now? It's never too late. I wonder if they called “Mad Dog Walker” the mad dog in his first year, or if it took a few years to get the terror worked into his act? I wonder if Professor Bond started off his first year screaming “Always check the pocket part” while slapping his yardstick down hard to scare us? I wonder if I'd remember these people and events so well if they hadn't already had a few years to perfect their performances? It's hard, early in our careers, to see the possibilities for hitting the next level. It's hard to know, especially when we're scrambling, that the work we're doing today is the foundation for the work we'll do tomorrow. But we must see it if we're going to get through being “the first-timer” and speed past “the recycler.” BOOM! If I had something to slap down and make a loud noise, I'd do it right now. If I could scare you a little at this moment, I would. I hope you'll take the lesson and apply it to your career. It's worth your investment in you.

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The topic of this podcast by Professor Scott J. Burnham is U.C.C. § 2-207 Finding the Terms of the Contract. This podcast is the second in a series of three podcasts about § 2-207 of the Uniform Commercial Code, a section often referred to as the Battle of the Forms. The first podcast covered Formation […]

The topic of this podcast by Professor Scott J. Burnham is written confirmations under § 2-207 of the U.C.C., a section often referred to as the Battle of the Forms. This is the third in a series of podcasts about § 2-207 of the Uniform Commercial Code. The first podcast covered Formation of the Contract. […]

In this podcast Professor Jennifer Martin introduces you to the different basic vocabulary and parties you may see when considering a negotiable instrument under Article 3 of the Uniform Commercial Code. Article 3 is tested on a number of bar examinations. It is always important to correctly identify the transaction and its parties when considering […]

In this podcast Professor Jennifer Martin discusses the real defenses that can be asserted by an obligor against a holder in due course seeking payment on an instrument. As holder in due course doctrine arises under Article 3 of the Uniform Commercial Code, this topic deals with instruments, typically paper checks and promissory notes. Importantly, […]

In this podcast Professor Jennifer Martin will introduce you to the protection afforded a holder in due course from defenses to payment arising from personal defenses. As holder in due course doctrine arises under Article 3 of the Uniform Commercial Code, this topic deals with instruments, typically paper checks and promissory notes. Importantly, holders in due […]

In this podcast Professor Jennifer Martin addresses the liability that arises when there is a fraudulent signature on an instrument, as well as the effect of alterations and negligence. These rules are covered in Article 3 of the Uniform Commercial Code, which is tested in a number of states on the bar exam. At the […]

This podcast by Professor Jennifer Martin explains what an indorsement is, the different types of indorsements and why they can be important.  Indorsements are covered in Article 3 of the Uniform Commercial Code, which is tested by a number of states on the bar examination. At the conclusion of this podcast, you should be able to […]

Bill Moore, senior manager of transactional business consultants and law firm sales for CT Corporation, walks us through how to conduct due diligence before submitting a Uniform Commercial Code filing  Specifically, Moore explains how to find any outstanding liens that could complicate the deal and what business owners and lenders should do if they find some surprises

Mike Stover and Lisa Sparks deliver a Surety Today presentation on August 8, 2016 on the topic - "The Surety and the Uniform Commercial Code"

January 2015 | Given the economic downturn of recent years, professionals fees and cost have been a driving factor in conducting the acquisition of distressed assets. A majority of these transactions take place pursuant to section 363 of the Bankruptcy Code. However, out-of-court alternatives such as Receiverships, Assignments for the Benefit of Creditors, and Article 9 of the Uniform Commercial Code have gained momentum to bankruptcy as expeditious and cost-efficient alternatives. In this week’s Polsinelli Podcast, Bankruptcy and Financial Restructuring Co-Chairs Jim Bird and Chris Ward discuss this issue and an upcoming webinar.

Ron March.....What is UCC and how to use UCC The Uniform Commercial Code (UCC) is a set of laws that provide legal rules and regulations governing commercial or business dealings and transactions.  The UCC regulates the transfer or sale of personal property.  The UCC does not address dealings in real property.  On the whole, the UCC standardizes business laws in the U.S. and seeks uniformity amongst the states. 

Illinois has enacted certain amendments to Article 9 of its Uniform Commercial Code, 810 ILCS 5/9-101 et seq. (“UCC”), governing how personal property and fixtures act as collateral for loans.  They became effective July 1, 2013.  This podcast discusses those amendments and their impact on loan documentation and administration.

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