UCCstuff: Ultimate Commercial Code Game

Ultimate Commercial Code Rules (beta tester version 1.0):

General Purpose of Game: Each team must try to maintain a perfected security interest for the creditor assigned to it. Also, each team may designate certain changes with respect to the debtors for other teams for the purpose of trying to destroy perfection of security interests maintained by another team. Each team may make filings against another team's debtor to try to obtain priority, if another creditor fails to maintain perfection, or to take advantage of potential excess collateral value.

Regulations: As the game of Ultimate Commercial Code develops, regulations will be published, amended and updated. These regulations may be read by clicking HERE.

1. Becoming a Player. To become a UCC player, you must get an assignment envelope from the Instructor. Any student who accepts an assignment envelope represents and warrants by his or her acceptance of the envelope that he or she is representing a team of 2 to 4 students registered in Commercial Law I taught by Professor Widen. A team leader should send an e-mail to webmaster@uccstuff.com with the identity of the team members, using as the subject line the name of the team's creditor. There are 10 initial teams. More teams will be created if there is sufficient interest, so that all students in Commercial Law I who want to play will be given a chance to play.

2. Assignment Envelope/First Move. The assignment envelope will contain an access code that your team will use to make moves and take other actions in the game. Moves and other actions may not be made or taken without the access code. The envelope also will contain the name of an initial debtor, the name of a creditor and certain facts about the initial debtor. Based upon these facts, your team must make a UCC filing in the Ultimate Commercial Code filing office against your assigned debtor within 48 hours of acceptance of the assignment envelope. A team's first move must be to make the initial filing against its initial assigned debtor. NB: If you type your access code into the space for the creditor name, the program will print out your creditor name when you submit your action.

3. Game Time. Each 6 hour period of real time represents one month of game time, except for purposes of determining timeliness of PMSI filings, as described in Rule 8 below.

4. Applicable Jurisdictions. The jurisdictions in which UCC filings may be made are: Utopia (Florida filing fees and tax rules apply), Allemonde (Delaware filing fees apply) and Washington D.C. (District filing fees apply). A fourth foreign jurisdiction, Hinterland, exists in the game, but Hinterland's laws are subject to development. Initially, Hinterland does not have the UCC. Utopia and Allemonde are the 51st and 52nd states of the United States and have adopted the standard version of the Uniform Commercial Code, without significant amendment. Where options are specified in the UCC, both Utopia and Allemonde have chosen the first available option specified. Hinterland is a foreign country located in Eurasia. Hinterland generally follows Roman commercial law circa 280 A.D. However, players may suggest new laws for Hinterland, as described below in Rule 5.

5. Moves. Each team is permitted to make two MOVES in any consecutive 48 hour period (subject to Rules 8 and 11 below). MOVES are distinguished from other ACTIONS. There are no restrictions on taking other ACTIONS. There are six (6) types of MOVES. MOVES may consist of (i) a team making a filing on behalf of its initial creditor (FILE), (ii) a team making a change with respect to another team's debtor (CHANGE), (iii) a team making a filing by its creditor against another team's debtor (POACH), (iv) a team asking a question of another team about the status of the other team's debtor (QUESTION), (v) a team amending its security agreement with a debtor (AMEND) and (vi) a team proposing that a law be passed in Hinterland (LAW). As POACH is a particular type of filing (though not the MOVE designated FILE), the lower case use of the word "filing" in these rules refers both to FILE and to POACH moves, if applicable. Note that a CHANGE may affect filings made by FILE or POACH or both. A change also may affect a filing made as part of a PMSI or on behalf of Big Bank as discussed in Rule 8.

An initial FILE or POACH move should contain a completed form of UCC-1 filing, in the form specified in Rule 10 below. After the completed form, the security agreement used by the creditor must be disclosed. In a POACH move, the subject debtor is deemed to have guaranteed to the moving creditor the debt owed to that creditor by that creditor's initial debtor.

In Ultimate Commercial Code, a security agreement may not contain more than forty (40) words, otherwise it is unenforceable. In the action submission form, a security agreement should be separated from the UCC filing by three asterisks (i.e., "* * *"). Note: unless otherwise indicated in a team's submission, the security agreement is deemed to form a part of the UCC filing as a separate page. A security agreement also should be filed as part of a PMSI, initially limited to equipment.

CHANGE moves consist of: (i) debtor name change, (ii) debtor entity type change (including re-incorporation under the same name in a new jurisdiction), (iii) debtor office or place of business move, (iv) business combination with an operating business entity specified by the changing team in the same jurisdiction, (v) business combination with an operating business entity specified by the attacker in another jurisdiction and (vi) movement of collateral. A CHANGE move that specifies a business combination (i.e. (iii) or (iv) above), must give the name of the other party, its entity type, its jurisdiction of organization, the location of its chief executive office and its assets, and the amount of its liabilities. The other entity must be balance sheet solvent, with aggregate assets between $1500 and $2000, and liabilities between $750 and $1250, with an equal amount of inventory and accounts. The liabilities must be secured, the secured party must be BIG BANK and the team making the CHANGE move must, prior to the change move, make a UCC filing for Big Bank using the label "NEW" in the action line. Other teams may call a NEW filing BOGUS if Big Bank is not perfected, with the same result as if the NEW filing had been a filing against a primary debtor. A team that makes a NEW filing must maintain Big Bank's perfected status for the balance of the game or risk being called out as BOGUS, but making and maintaining a filing for Big Bank's secured status does not cost a MOVE and is not subject to Rule 11. Each team may specify only two CHANGE moves that involve combinations with substantial business entities during the course of the game. When changing names or making business combinations, players are encouraged to keep names short and somewhat related to the original names of the debtor. (E.g. Dot Com to Com Dot, Moon Com to Half-Moon Com, etc.)

A LAW move becomes enacted into law in Hinterland if, and only if, a majority of the players vote to pass the law and the INSTRUCTOR enters the law in the Hinterland rolls. In the absence of such a vote and enrollment, the LAW move is merely a pending bill. If not enacted within two weeks of real time, a proposed law change is withdrawn.

6. Timing of CHANGE Moves. Any CHANGE may be made impacting another team's filing by changing a debtor fact ONLY IF no other CHANGE is pending in the form of a change in debtor fact for that particular debtor. A change in Hinterland law only may be made effective once in any 96 hour period of real time. A CHANGE is pending until the earlier of (i) the time each applicable creditor team (whether by virtue of FILE or POACH or PMSI or BIG BANK) has made a move with respect to its filing to counter the CHANGE and (ii) the time expires in game time under the UCC to make a timely response to the CHANGE.

7. Number of Filings. Only three effective filings (other than BIG BANK filings) may be maintained against a debtor at any one time (i.e. one FILE and two POACH moves or one FILE, one POACH and one PMSI). A party may file a PMSI, and is authorized to terminate one POACH filing to make room for its PMSI so that team filings remain at a maximum of three (3) per debtor.

Any team may file to terminate a filing naming another team's creditor so long as, at the time of the filing of a TERMINATION, the subject filing is not effective. It does not cost a move to file a TERMINATION. Any such filing must expressly state the basis for the termination. A team that first correctly files a TERMINATION against a filing that is no longer effective may add $25 to the claim against its initial debtor or make an additional $75 non-purchase money advance to any debtor for which it has already filed a PMSI. The election to fund such an advance may be made at any time prior to the end of the game. Thus, you may save up options to make non-purchase money advances in the hope of getting a PMSI filing which you may supplement later. If another player challenges the appropriateness of an alleged TERMINATION, the challenge is treated as calling BOGUS on a filing per Rule 8. The subject/action line should read: BOGUS TERMINATION.

8. Calling BOGUS. Bogus filings: Any team may, at any time, call out another team's filing status for a particular filing as BOGUS and state a reason for the challenge. Within 48 hours of the challenge, the challenged team must concede or defend. A defense must state a reason for the defense. Within 48 hours of the posting of a defense, the teams not directly involved must vote for a winner (majority vote, with a tie going to the filer). The team that successfully challenges a filing as BOGUS receives either an additional floating MOVE to be used at any time (subject to the penalty for lying specified in Rule 11) or the right to receive a claim against any other debtor and take a purchase money security interest (PMSI) in assets of that other debtor as selected by it. The PMSI is secured by up to $100 of debtor assets in either inventory or equipment, provided the debtor has $100 of assets of that type that are not already encumbered by a PMSI. If the successful challenger elects the PMSI option, one hour of real time is equal to one day of game time and the challenger must make a filing and send notices, as appropriate, with possession of the subject collateral deemed delivered to the debtor 24 hours of real time after the determination of victory in favor of the challenger. A team that elects to defend and loses its defense must immediately subtract an aggregate of $25 from its claims against its various debtors (applied first to any PMSI claims and second to claims against its primary initial debtor). Bogus MOVES: Any team may, at any time, call out another team's move or other action as BOGUS and state a reason for the challenge. Within 48 hours of the challenge, the challenged team must concede or defend. A defense must state a reason for the defense. Within 48 hours of the posting of a defense, the teams not directly involved must vote for a winner (majority vote, with a tie going to the mover). A Bogus move or action is void ab initio. The team that successfully challenges a move or action as BOGUS receives either an additional floating MOVE to be used at any time (subject to Rule 11) or the right to subtract $100 from the claim held by the offending team's creditor against its initial debtor. A team that elects to defend, and loses its defense, must subtract $50 from its claims against its various debtors (applied first to any PMSI claims and second to claims against its primary initial debtor). These possible subtractions from claims are cumulative.

A team that challenges a filing, move or action as BOGUS and loses its challenge must subtract $25 from its claims against its various debtors (applied first to any perfected PMSI claims, second to any perfected claims against its primary initial debtor and third to other claims as the challenger may elect) UNLESS the team publishes a retraction (RETRACTION) prior to any vote being cast by a neutral team on the controversy. Neutral teams should only vote after allowing a reasonable time for a challenged team to publish a RETRACTION in light of a published defense.

If two teams submit MOVES within 15 minutes in real time of one another and the second of the two moves is illegal based upon a rule (such as submitting a POACH move that results in 4 effective team financing statements outstanding when the rules only permit 3 effective team financing statements or submitting a CHANGE move that results in two unresolved changes against a single debtor when the rules only permit one unresolved change move outstanding against a debtor at one time), then no penalty will result provided that the later team promptly submits a WITHDRAWAL notice (and, in any event withdraws the offending move within 15 minutes of real time following the improper submission). This rule is designed to solve for substantially simultaneous submissions and possible delays on the world wide web.

9. Prohibited Transactions. Debtors and creditors initially assigned to teams may not merge or enter into business combinations with each other, but a team debtor may enter into a business combination with another entity designated in a CHANGE move specified by another player pursuant to Rule 5.

10. Forms and Filing Conventions. Approved UCC-1 form for Ultimate Commercial Code:

Debtor Information:

Creditor Information:

Collateral Description/Indication:

Other:

Fees Paid:

* * *

Even thought the form is short, you need to include all the info you would need to include in a real UCC filing or risk being called out as BOGUS! (Focus on information required by the UCC and not on typing unused lines from the National form!) Based on the above example, good luck with amendments, continuations and terminations! All changes to an existing filing MUST be made as an addition to the original filing and not as a new action line.

If a filing number is needed for any reason under the UCC, the date and time of the filing shall be used, followed by the designation UT, AL, HI or DC, as applicable.

11. Lying. Each team is permitted to lie in response to two (2) QUESTION moves provided that the question is answered prior to November 10. If, however, a team is caught lying, that team may not make any move for a period of 100 hours of real time following the exposure of the lie. OUCH!

12. Loan Trading. Teams may trade loans to one another so long as the transaction is posted in a notice of TRADE in a separate subject matter action line. UCC filing changes, if any, made to reflect a TRADE do not count as moves and should be made as additions to existing filings. TRADES may be made so long as the principal amounts of the loans exchanged are equal. It is for the parties to figure out the priority status of the loans traded. Also, parties may enter into INTERCREDITOR and SUBORDINATION agreements. These agreements, if any, must be posted to be effective (though in real life often they are not public).

13. Hinterland Laws. The INSTRUCTOR may pass laws in Hinterland at will.

14. Special Events. The INSTRUCTOR may declare recessions, increases in claims, impose judgment liens, etc.

15. Accounting. Each team must prepare an ACCOUNTING as of midnight, October 31, 2003, which must be posted in a notice of ACCOUNTING filed as a separate subject line for each team creditor not later than November 5, 2003 at midnight. The ACCOUNTING must indicate the assets and liabilities for the team's primary debtor, the amount of claims and status of those claims against the primary debtor and the amount and priority status of any other loans held by the team's creditor against other debtors.

Any other player may audit a filed ACCOUNTING by using Rule 8 for BOGUS moves.

16. Bankruptcy/End of Game. All debtors will be declared bankrupt sometime on or after November 15, 2003, at a precise time selected by the INSTRUCTOR, and all secured claims will be resolved. Measures of success will include: maintaining the secured claim against your primary debtor for the longest uninterrupted time while being secured at bankruptcy, maintaining the secured claim against your primary debtor for the longest uninterrupted time (whether or not secured at bankruptcy)*, having the largest aggregate amount of secured claims at bankruptcy and having the largest relative increase in secured claims based on a team's initial position. Also, the INSTRUCTOR may recognize a hall of fame of sneaky CHANGE moves and other actions (which may be considered as a series of moves or actions).

17. Instructor Consultation. The Instructor may resolve disputes, in his sole discretion, while hanging out on the bricks, after class and, time permitting, during the last class of the semester.

*Far from ideal, but this is a game, after all.

Rules Updated: Tuesday, 17-May-2011 22:20:18 EDT