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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.

The Series LLC: a New Planning Tool

Texas adopted new provisions permitting the creation and operation of series limitedliability companies (the “Series LLC”) under Texas law in 2009.1 This paper discusses thestate of law on Series LLCs under the Texas Business Organizations Code (“TBOC”) withsome consideration of other jurisdictions’ laws and practice pointers for resolving the issuespresented by the statutory formulation for the Series LLC. After discussing what Series LLCsare and can do, the paper will analyze points of ambiguity and development where the resultsof the use of the Series structure may not be perfectly clear. This vehicle for formation is stillunder development, but, in the right circumstances, presents an elegant solution to ownershipand management of closely related, but not identical, groups of assets.

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.