Dorsey attorney Mattias Hallendorf explores the framework for when and if a party is able to show "control" over electronic chattel paper (ECP) pursuant to Uniform Commercial Code (UCC) §9-105. In the world of tangible chattel paper, multiple pieces of paper could make up the chattel paper (such as a note and a separate security agreement). Under the UCC, for a possessor of tangible chattel paper to obtain superior security interest rights, the possessor must possess the copy of the tangible chattel paper marked "original."
ECP is intended as an electronic substitute for tangible chattel paper. Under this analysis, the concept of "control" would substitute for possession of the "original" paper. Hallendorf frames the issue of control in a question-and-answer format based on a technology-neutral control model. He suggests that computer system developers, with the help of legal counsel, will need to answer these questions in order to provide a marketable product/service and to enable users of their products/services to obtain predictable results.
Read the article here.
The article "Framework for Control over Electronic Chattel Paper - Compliance with UCC §9-105," was published in the February 2, 2006 edition of The Business Lawyer (co-authored with Mike Jerbic). Reproduced with Permission. All Rights Reserved. This information or any portion thereof may not be copied or disseminated in any form or by any means or downloaded or stored in an electronic database or retrieval system without the express written consent of the American Bar Association.
No article may be republished in whole or in part without the written permission of the publisher. Send requests to reprint in writing to the Manager, Copyrights & Licensing, American Bar Association, 321 N. Clark St. Chicago, IL 60610, copyright abanet.org, 312/988-6102, fax: 312/988-6032.