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May 1, 2019Ava Taghechian
Who Suffers the Financial Consequences of Identity Theft: the Bank v. Banking Customer?
Compass Bank v. Calleja-Ahedo, 62 Tex. Sup. Ct. J. 260 (2018), No. 17-0065, 2018 LEXIS 1314 (Tex. Dec. 21, 2018)
November 1, 2017Brendan J. Fleming
Whether UCC Article 4 in Texas Preempts Common Law Fraud and Breach of Contract Claims in the Relationship Between a Bank and Its Customer
Am. Dream Team, Inc. v. Citizens State Bank, 481 S.W.3d 725 (Tex. App.—Tyler 2015, pet. denied)
November 1, 2013Texas Journal of Business Law
Volume 45, Issue 3 of the Texas Journal of Business Law
This is the entire issue in a single PDF document.
November 1, 2013Jonathon C. Clark
Dude, Where’s My Car? How the Proposed Uniform Certificate of Title Act Addresses Conflicts Between the Texas Certificate of Title Act and the Uniform Commercial Code
Commonly, when purchasing a vehicle, a consumer, whom we will call Joe, goes to a dealership and looks around for an affordable and suitable vehicle. After haggling with the salesperson over the terms, making a deal, and arranging a form of payment, Joe fills out paperwork to transfer the ownership of the vehicle and pays the dealer to cover the titling expenses, which the dealer promises to send to the state certificate of title (“CT”) office so that the ownership of record may be transferred to Joe pursuant to the state’s CT law.
November 1, 2020Gina Brown
No Assumption By Buyer Entity of Seller Entity’s Implied Warranty of Merchantability Liability––Whether an Entity That Purchases a Manufacturer’s Assets Assumes or Agrees to Assume an Implied Warranty of Merchantability That Attached and Was Not Disclaimed When the Manufacturer Sold the Good.
The Court in Northland Industries v Kouba held that that the Buyer only assumed liabilities expressed in the Agreement. The record reflects no evidence to support that the Buyer agreed to assume the Seller’s implied warranty of merchantability. Thus, the Buyer will not be liable for beach of the implied warranty of merchantability because the Agreement failed to show that the Buyer agreed to take on such liability.
November 1, 2020Tyler Allen
Common Law Defense to a Chargeback—Whether The UCC Right to a Chargeback Can Be Countered By the Common Law Right to an Offset When a Bank is Bound By a Wire Transfer Agreement
The Court concluded that Cadence breached the wire transfer agreement by using provisional credit funds and failing to transfer funds from a “collected balance,” using Elizondo’s construction of the term. Therefore, the breach entitled Elizondo to offset Cadence’s chargeback by the amount of overdrawn funds as a matter of law.
March 22, 2024Arnold A. Spencer
Cryptocurrency and Blockchain Issues for Business Lawyers
For many business lawyers, cryptocurrencies became a conversation topic circa 2013 or 2014 – in the early years when Bitcoin experienced enormous upward - and then downward - volatility. At the time, cryptocurrency and blockchain were fledgling technologies that were not widely understood, and that were primarily used by computer programmers, cryptologists, and individuals dedicated to avoiding government scrutiny. As Bitcoin enjoyed some price appreciation and publicity, entrepreneurs and programmers issued other cryptocurrencies. Public awareness of cryptocurrencies increased dramatically, even if public adoption of the new forms of monetary instruments increased only modestly. And government scrutiny has followed. As we enter 2024, cryptocurrency companies include a broad range of players, from respected, publicly-traded entities with nine-figure market caps to disgraced, bankrupt exchanges to underground, criminal enterprises. Given the potential opportunities and pitfalls, the business lawyers have an increasingly important role in advising clients regarding the legal issues surrounding cryptocurrencies and blockchain.
March 4, 2023Pat Huttenbach
UCC and Banking Law Update
This is the slide deck for the PowerPoint presentation.
March 15, 2018David R. Keyes
How To Interpret a Complex Business Contract
The purpose of this paper is to suggest a methodology for interpreting a complex business contract (or any contract, for that matter) by interpreting it as a whole, rather than solely by seizing upon certain language within the contract. This paper assumes that the reader has from law school and legal practice become familiar with basic principles of contract formation, drafting and interpretation. An easy-to-read and excellent resource book on these topics is Charles M. Fox, WORKING WITH CONTRACTS: WHAT LAW SCHOOL DOESN’T TEACH YOU (Practicing Law Institute (2nd ed. 2008), available inexpensively at Amazon.com and from numerous other sources. The author illustrates the process by reference to a hypothetical, complex business transaction in which an existing contract places many restrictions on the ability of a party to that contract to do other transactions (directly or through its subsidiaries), including the hypothetical transaction. The task is to identify the salient contractual provisions in the existing, restrictive contract, interpret it as a whole, and reach conclusions regarding the intent of the parties to the restrictive contract. The purpose of the task is to determine whether or not a proposed new transaction would be permitted.
March 4, 2016Austin Champion
Drafting Effective Intellectual Property Indemnity Provisions
A well-drafted intellectual property indemnity provision is an excellent tool to allocate the risk of litigation arising out of the alleged infringement of intellectual property rights. By addressing issues unique to intellectual property law during contract negotiations, both parties can minimize uncertainty and avoid the potential for conflicts should litigation arise.
October 15, 2011Adrienne Randle Bond, Allen Sparkman
The Series LLC: A New Planning Tool
While the Series LLC is a new vehicle that has some unanswered questions, it is a solution to problems of management of assets that have common, but not identical features. The statute makes very clear the ability to deal with assets and the transactions surrounding assets that may be held by an entity. If you focus on the feature of asset management and commonality, but not identity, the confusion caused by the flexibility permitted in the TBOC provisions falls away, and you are able to focus on fact patterns that are truly facilitated by this structure. The single most ―common‖ commonality is management, but the commonality may be the nature of the asset (such as the accumulation of one large asset from divided parts) or the development of an asset over time, where ownership may shift. We would like to encourage you to join the ranks of the optimists and urge you to study and think about this new vehicle. Consider embracing the good points of a Series LLC in transactions appropriate for the solutions that it provides.
May 28, 2011Adrienne Randle Bond, Steven D. Moore
What are Series LLCs? An Overview of Drafting and Operational Considerations
This paper is to discuss what the state of law is on series under the Texas statute, with some consideration of the other jurisdiction and practice pointers for resolving the issues presented by the statutory formulation for the Series LLC.