A new version of UCC Article 9 became effective in Tennessee on July 1 of last year. It's a monster. The new statute is twice as long as the one it replaced. It uses more than 100 defined terms1 and is drafted in the style of the Internal Revenue Code. Many provisions can be understood only if you know ahead of time what the drafters were trying to say. To deal with this statute, you need help. Fortunately, help is available. Two Tennessee lawyers have translated Revised Article 9 into language that can be understood by the lawyer who doesn't deal with secured transactions every day. Their book consists of two parts. The first is an explanation of the statute. The second is a set of forms.

The authors have done a nice job of explaining the statute. Rather than mechanically following the statute's organization, they arrange topics in a logical order, telling the lawyer what needs to be done at each step of a secured transaction. Throughout the book there are practice pointers telling the lawyer how to take advantage of Revised Article 9's innovations and how to avoid the traps the new statute contains. For example, one practice pointer alerts the reader that if a financing statement is replaced by a new financing statement filed in a different office (something that will happen often because of the new filing rules), the old financing statement might not be retained by the filing office. The lawyer therefore needs to retain certified copies of any expired financing statements on which her client's priority depends. Another practice pointer warns that Revised Article 9 deletes the former statute's provision that the filing of a bankruptcy stops the expiration of a filed financing statement. This means that lawyers have to be careful to continue their financing statements even though the debtor is in bankruptcy.

The forms are complete and very professionally done. A diskette that comes with the book has the forms in WordPerfect so you can copy them onto your network or your hard drive and edit them as necessary.

Any lawyer who documents secured transactions in Tennessee needs to have this book. If you do secured transactions only occasionally, the time you will save on the first deal will easily justify the purchase price. If you do secured transactions regularly, you'll want to compare your forms against the authors' to make sure you haven't overlooked anything.

The book does have some deficiencies. It certainly doesn't live up to the publisher's claim that "this is the only book you need." The authors did a very good job of what they set out to do: explain the statute in readable language, walk the reader through the basic transactions, and provide a good set of forms. But there is a great deal the book doesn't do. For example there is almost no discussion of the Tennessee case law and the extent to which it remains effective after the revision of the statute. The book is written from the standpoint of the transactional lawyer documenting the deal. It tells her how to do the job right, but there is very little to help the litigator who comes in after the fact and needs to know whether the secured party who didn't quite follow the procedures has a big problem or just a little one.

If you do a lot of secured transactions work, you will certainly want to have a copy of Barkley Clark's The Law of Secured Transactions Under the Uniform Commercial Code, a two-volume looseleaf published by A.S. Pratt & Sons. It is by far the best and most comprehensive work on Article 9. I seldom fail to find an answer to my question, no matter how esoteric, in Clark's book. It doesn't have forms and it doesn't have a Tennessee focus, so for a transactional lawyer it's not a substitute for McBrayer and Porters' book, but it's a worthwhile adjunct. If you're a bankruptcy lawyer or a litigator, you'll probably find the Clark book a better choice. But why not buy them both?

Another resource you should know about is the UCC e-mail discussion group moderated by Chris Hoving, the editor of the UCC Reporting Service. While most of the messages relate to very technical points, the regular posters, who are some of the most sophisÏicated UCC lawyers in the country, are always willing to help a generalist who has a question. There is no cost to subscribe. Information is available at http://lists.washlaw.edu/mailman/listinfo/ucclaw-l.

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1. Eighty terms are defined in Article 9, and more than 30 terms defined in other articles are used. This use of defined terms leads to such mysterious sentences as Tenn. Code Ann. §47-9-307(h): "The United States is located in the District of Columbia." If you read the definitions carefully enough, you can discover that the drafters weren't engaging in revisionist geography. What they were trying to say is that the law of the District of Columbia governs certain aspects of transactions in which the federal government is a debtor.

Even the definition of "debtor" is not what you would expect. According to Tenn. Code Ann. §47-9-102(a)(28) you're a "debtor" if you own collateral, sell accounts, or hold goods on consignment. What if you owe money? That makes you an "obligor." See Tenn. Code Ann.-§47-9-102(a)(59).

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Robert M. Lloyd is a Lindsay Young Distinguished Professor at the University of Tennessee College of Law. He is a fellow of the American College of Commercial Finance Lawyers, and he writes extensively on secured financing.