The first step in the analysis is to determine whether the UCC or the common law governs the transaction. If the UCC governs, courts will usually try to find which form constitutes the offer. Next, offeree's acceptance forms bearing the different terms is examined. One should note whether the acceptance is expressly conditional on its own terms. If it is expressly conditional, it is a counteroffer, not an acceptance. If performance is accepted after the counteroffer, even without express acceptance, under 3 , a contract will exist under only those terms on which the parties agree, together with UCC gap-fillers.
If the acceptance form does not expressly limit acceptance to its own terms, and both parties are merchants, offeror's acceptance of offeree's performance, though offeree's forms contain additional or different terms, forms a contract.
At this point, if offeree's terms cannot coexist with offeror's terms, both terms are "knocked out" and UCC gap-fillers step in. If offeree's terms are simply additional, they will be considered part of the contract unless a the offeror expressly limits acceptance to the terms of the original offer, b the new terms materially alter the original offer or c notification of objection to the new terms has already been given or is given within a reasonable time after they are promulgated by the offeree.
Because of the massive confusion engendered by Section , a revised version was promulgated in , but the revision has never been enacted by any state. This Article 8, a text of about thirty pages,  underwent important recasting in That update of the UCC treats the majority of the transfers of dematerialized securities as mere reflections of their respective initial issue registered by the two American central securities depositories , respectively the Depository Trust Company DTC for the securities issued by corporations and the Federal reserve for the securities issued by the Treasury Department.
In this centralised system, the title transfer of the securities does not take place at the time of the registration on the account of the investor, but within the systems managed by the DTC or by the Federal reserve.
The consequence for an investor is that proving ownership of its securities relies entirely on the accurate replication of the transfer recorded by the DTC and FED at the lower tiers of the holding chain of the securities.
Each one of these links is composed respectively of an account provider or intermediary and of an account holder. The rights created through these links, are purely contractual claims: The combination of these reduced material rights and of these variable substantial rights is characterised by article 8 of the UCC as a " beneficial interest ". This decomposition of the rights organized by Article 8 of the UCC results in preventing the investor to revindicate the security in case of bankruptcy of the account provider, that is to say the possibility to claim the security as its own asset, without being obliged to share it at its prorate value with the other creditors of the account provider.
As a consequence, it also prevents the investor from asserting its securities at the upper level of the holding chain, either up to the DTC or up to a sub-custodian. Such a "security entitlement," unlike a normal ownership right, is no longer enforceable " erga omnes " to any person supposed to have the security in its custody.
The "security entitlement" is a mere relative right, therefore a contractual right. This re-characterization of the proprietary right into a simple contractual right may enable the account provider, to "re-use" the security without having to ask for the authorization of the investor. This is especially possible within the framework of temporary operations such as security lending , option to repurchase , buy to sell back or repurchase agreement.
This system the distinction between the downward holding chain which traces the way in which the security was subscribed by the investor and the horizontal and ascending chains which trace the way in which the security has been transferred or sub-deposited.
Contrary to claims suggesting that Article 8 denies American investors their security rights held through intermediaries such as banks, Article 8 has also helped US negotiators during the negotiations of the Geneva Securities Convention, also known as the Unidroit convention on substantive rules for intermediated securities. Article 9 governs security interests in personal property as collateral to secure a debt. A creditor with a security interest is called a secured party.
Fundamental concepts under Article 9 include how a security interest is created called attachment ; how to give notice of a security interest to the public, which makes the security interest enforceable against others who may claim an interest in the collateral called perfection ; when multiple claims to the same collateral exist, determining which interests prevail over others called priority ; and what remedies a secured party has if the debtor defaults in payment or performance of the secured obligation.
Article 9 does not govern security interests in real property, except fixtures to real property. Security interests in real property include mortgages , deeds of trusts , and installment land contracts. There may be significant legal issues around security interests in Bitcoin.
Article 5, governing letters of credit , has been influential in international trade finance simply because so many major financial institutions operate in New York.
Article 9, which established a unified framework for security interests in personal property, directly inspired the enactment of Personal Property Security Acts in every Canadian province and territory but Quebec from onward, followed by the New Zealand Personal Property Securities Act and then the Australia Personal Property Securities Act From Wikipedia, the free encyclopedia. A selection commission chaired by the UCC TPC chairs will select and acknowledge the best paper and best student paper to receive an award during the conference.
Authors of highly rated papers from UCC will be invited to submit an extended version to a special issue of a prestigious journal in the area of utility and cloud computing which is currently being defined.
The international programme committee for UCC is listed on the committees page. Call for Papers Authors are invited to submit original unpublished research manuscripts that demonstrate current research in all areas of Cloud and Utility computing, including design and analysis of distributed and centralized Cloud systems, data centre design and engineering, economic and market models for cloud systems, revenue and business models and their applications in scientific and commercial deployments.
Topics of interest include but are not limited to: Architectural models to achieve Utility in Clouds Cloud business and legal implications beyond technology Cloud Computing middleware, stacks, tools, delivery networks and services at all layers XaaS Cloud large-scale foundations for Big Data, IoT, and real-time analytics Cloud management: Awards and Special Issues A selection commission chaired by the UCC TPC chairs will select and acknowledge the best paper and best student paper to receive an award during the conference.
Important Dates Paper submission due: August 29, second and final extension Notification of acceptance: Please enter a valid e-mail address. Please enter your password. Get instant access to over , papers. FULL access to essays database. If you cannot find any suitable paper on our site, which happens very rarely, you can always order custom written paper which will be written from scratch by our professional writers and deliver to you on requested time.
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All publications of the International Association of Commercial Administrators ("IACA"), and any related instructions or documentation, are offered as a public service without representation or warranty and are not intended to provide legal, business or tax advice. Papers conforming to the above guidelines can be submitted through the UCC paper submission system. Submitted papers must represent original unpublished research that is not currently under review for any other conference or journal.
Most forms may be filled out on your computer, printed and submitted for filing with the Department of State. Certain space(s) for information not applicable under Article 9 of the New York State Uniform Commercial Code have been completed as "Not Applicable.". separate Financing Statement (Form UCC1) for each Debtor. 6a. If this financing statement relates to a Public-Finance Transaction, Manufactured-Home Transaction, or a Debtor is a Transmitting Utility, check the appropriate box in item 6a.