Commercial Law: Secured Transactions (LAW101A), Spring 2021
General Preparation for the course . . .
This 4 credit course meets online once a week in a 'virtual' room on Zoom in a live online session on Tuesdays from 6:20 p.m. to 8 p.m.
This webpage constitutes the "syllabus" for the class--you will certify you have read the syllabus by your logging into Zoom. Please note with particularity the attendance and grading policy.Make sure to check your student email and check out the MICROSOFT Teams channel for the course in advance of the first online meeting.
General information . . .
Prerequisites: First year contracts
Corequisites: None
Credits: 4
Method of Evaluation: Final Exam, periodic online exercises and quizzes, message board participation, participation in online live sessions
Pass/Fail Option: Y [but that is not a good idea in Professor Widen's view.]
Special Restriction: No
Students with Disabilities: If you have a disability, or suspect that you may have a disability, the Law School encourages you to contact the Office of Disability Services, website at www.law.miami.edu/disability-services, or the Dean of Students.
Tell me about. . .
University Policy re: Title IX
The University of Miami seeks to maintain a safe learning, living, and working environment free from all types of sexual misconduct including but not limited to: Dating Violence, Domestic Violence, Sex- or Gender-Based Discrimination, Sexual Assault (including Sexual Battery), Sexual Exploitation, Sexual Harassment, and Stalking. For additional information about the University’s efforts to prevent, stop, and address sexual misconduct, including resources and reporting options, please visit www.miami.edu/titleix or contact the University’s Title IX Office at titleixcoordinator@miami.edu .
The content of COMMERCIAL LAW: SECURED TRANSACTIONS
Course Description . . .
This course is offered online. The anticipated procedures for the course are set forth at the end of this course description.
This course combines study of UCC Articles 2 (sales) and 9 (secured transaction) in a four-credit course focusing on business to business sales and commercial financing of goods, including equipment and inventory. Subject matter will include a more in-depth look at topics likely introduced in a first year contracts course (such as statute of frauds, the battle of the forms, parol evidence and damage calculations) as well as introduction of substantial new material relevant both to sales law and to secured financings (the purpose and structure of security agreements, types of collateral, attachment, perfection and priority of security interests for secured creditors, creditor remedies, and relevant aspects of Federal bankruptcy law.)
Textbook . . .
The course will use a new textbook: David G. Epstein, Steve H. Nickles & Edwin E. Smith, Selling and Financing Sales of Goods Under UCC Article 2 and 9 (1st Edition 2019)(ISBN: 9781642420968)[West Academic Publishing, American Casebook Series]. Coverage in this book is arranged and integrated – back and forth between Articles 2 and 9 – based on a recurring fact pattern in a hypothetical transaction structure of a bank financing a store which buys goods from a supplier and resells them to one or more buyers. The goal of the course is to cover basic topics in sales and secured transactions that are fundamentally important in business transactions. The text itself includes relevant statutory sections so that use of a second statutory supplement will not be required. However, student will be encouraged to either purchase a statutory supplement or look at relevant statutory law online. If you elect to purchase a physical paper copy of a statutory supplement, make sure you purchase one that is up-to-date!
Reading prior to our first live online session . . .
Prior to engaging with the initial set of online modules, and before our first live online session, students should have read and studied Chapter 1. If you have time, you might glance ahead at Chapter 2 (subtopics A, B, C & D). The course will cover topics in the order presented in the text. A link to the table of contents of our TEXT contains a detailed description of the materials covered.
General class procedures . . .
Students in the course will be required to view online asynchronous lecture materials for some Chapters and to complete other exercises posted online for that Chapter. Individual student progress through the course will be monitored from time to time by administration of online quizzes to insure that students do not fall behind. These "graded" quizzes will be announced in advance and differ from the informal quizzes Professor Widen posts from time to time to help with your learning and review of material. The course will use a general private message board to discuss questions periodically posed by the instructor and questions raised by students in an informal way. Students also will be required to participate in separate "FORMAL" message board discussions in order to receive credit for the course--another reason to stay on pace for the course. The formal message board procedures will be discussed in a separate posting--on MICROSOFT Teams.
In addition to these asynchronous procedures, the course also will include a live group 'call-in' feature on Zoom--accessed through Blackboard in a process with which you are now all familiar. The students and the instructor periodically will engage in a synchronous discussion of course materials. Participation in substantially all of these live online discussions will be required to receive credit for the course.
Final Exam details . . .
The final exam for this class will consist of between 35 and 50 true/false questions, between 35 and 50 multiple choice questions and an essay question fact pattern requiring the student to respond to 4 to 7 discrete questions posed by the fact pattern. The exam is designed to be taken in 3 and one-half hours, but students are allowed 4 and one-half hours. Professor Widen may elect to subtract points for wrong answers. Professor Widen also may elect to subtract points from the final exam for poor class attendance and/or poor class performance during the live sessions and on the message board. EXAM CREDIT WILL BE GIVEN FOR GOOD CLASS PERFORMANCE--though good class performance is simply expected to be the norm--and completion of a few small drafting exercises.
Attendance Policy . . .
Students are expected to attend online synchronous class on a regular basis. There is no attendance sign-in sheet but BIG BROTHER in the form of a law school sign in sheet will be watching as you sign in prior to each class! PLEASE DO NOT BOTHER Professor Widen with excuses related to class absences. If you need an excused absence you must get it from the Dean of Students Office. If there is a problem with the sign-in sheet procedure (or you forget), please contact Professor Widen's assistant, Ms. Tina Sutton, tsutton@law.miami.edu . If you violate Professor Widen's rule about reporting of absences and requests for excuses to him personally, Professor Widen may elect to count that absence as TWO ABSENCES. It is the job of others to evaluate excuses and administer the sign-in sheet. If there is an appropriate excuse, the synchronous sessions will be taped and a student may arrange for viewing--but viewing by tape is an exception, and not a privilege or a convenience for students. Please understand that a small number of class absences will not have a direct negative impact on a grade. If you do not like attending syncrhonous online class on a regular basis, please drop this class. The online format should make attendance EASY!
Pass/Fail Option . . . sigh
Professor Widen will sign any request form to take a course for a grade of pass/fail. Warnings: Many good students have taken a course pass/fail only to receive a grade of A, A minus or B plus. If you elect the pass/fail option and receive a grade below C (e.g. a C minus or a D) you will not get credit for the course. Further, the Law School only permits a limited number of pass/fail credits. These rules are set by the Law School not Professor Widen. Appeals for exceptions made by graduating seniors or anyone else will be categorically rejected by Professor Widen.
The bottom line: Professor Widen does not recommend that any student take the course pass/fail but will honor a choice made by the student that is sanctioned by the Law School.
Request for Grade Change . . . hmmm
If asked, Professor Widen will review an exam for a computational error. This is the only basis for a grade change. Professor Widen will review a student's exam to explain to a student why the examination received the grade that it did.
