Navigating UCC Issues in Real Estate Finance Opinions: The ABA/ACMA/ACREL/ACCFL Opinion Report

This CLE course will provide real estate practitioners with guidance on giving and reviewing opinion letters relating to Uniform Commercial Code (UCC) matters. The webinar will be based on the UCC Opinion Report released in 2019 by the American Bar Association (ABA), the American College of Mortgage Attorneys (ACMA), and the American College of Real Estate Lawyers (ACREL), with the approval of the American College of Commercial Finance Lawyers (ACCFL). In connection with that, the panel will examine various issues associated with creating and perfecting a security interest in personal property collateral, fixtures, and non-fixture real estate collateral under the UCC.

While some real estate financings involve only real property, many transactions involve UCC collateral such as fixtures, as-extracted collateral, uncut timber, deposit accounts, investment property, and ordinary personal property used to run the business. Real estate counsel must have a thorough understanding of the UCC when a financing transaction includes these types of collateral.

There are three steps necessary to create a security interest and be in a position so that it may be enforced against the debtor, other secured parties, purchasers, bankruptcy trustees, and other third parties: creation, attachment, and perfection. Critical to the creation and attachment of a security interest is the inclusion of a legally sufficient description of the collateral. Various methods (depending on the collateral) recognized under the UCC work to achieve perfection of the interest.

The UCC Opinion Report explains applicable UCC provisions regarding creation, attachment, and perfection of security interests in various collateral types most often included in real estate financing and includes representative forms of UCC opinions to cover multiple issues. The opinions and accompanying practice points provide a useful framework for UCC practice in real estate finance transactions.

Listen as our authoritative panel provides perspectives and insights into giving and reviewing opinion letters relating to UCC matters and the 2019 Opinion Report.