Barbara M Goodstein

July 31, 2024 | New York Law Journal

To avoid property held in "escrow" from becoming part of the bankruptcy estate of a depositor, creditors must be aware of state law governing the creation of escrow accounts and pay attention to the logistics of such accounts to ensure they conform with such law.

By Barbara M. Goodstein and Adam C. Wolk

9 minute read

June 05, 2024 | New York Law Journal

The recently decided Southern District of New York case of 'CCO Condo Portfolio (AZ) Junior Mezzanine v. Feldman' hinged on whether a UCC Article 9 foreclosure was conducted in a commercially reasonable manner.

By Barbara M. Goodstein and Adam C. Wolk

10 minute read

April 03, 2024 | New York Law Journal

'North Star' underscores the important distinction between nonexclusive and exclusive license agreements when foreclosing on a licensed asset. A licensee seeking to acquire use rights in trademarks encumbered by a perfected security interest should weigh the benefits under Section 9-321 of a nonexclusive license against possible commercial advantages of an exclusive license.

By Barbara M. Goodstein and Adam C. Wolk

9 minute read

January 31, 2024 | New York Law Journal

In their Secured Transactions column, Barbara M. Goodstein and Adam C. Wolk, discuss the Uniform Special Deposits Act. The act aims to create a set of "clear and executable" rules to govern bank deposits that involve at least two beneficiaries (one of whom may be the depositor) where "the identity of the person entitled to payment is not determined until the occurrence of a contingency identified at the time the deposit is created."

By Barbara M. Goodstein and Adam C. Wolk

11 minute read

December 06, 2023 | New York Law Journal

Judgment creditors frequently encounter difficulties enforcing their judgments against debtors, particularly those in distressed circumstances. A recent decision by the Court of Appeals of Ohio in 'Wulco v. The O'Gara Group & Monroe Capital Partners Fund' involved a battle between a judgment creditor and a UCC secured creditor, each seeking to obtain funds in a debtor's bank account. The court examined not only the relative rights of the creditors as to those funds, but also whether a court clerk to whom the funds were transferred (as part of garnishment proceedings) could be a "transferee" under Section 9-332 of the Uniform Commercial Code, thereby stripping away any prior security interest.

By Barbara M. Goodstein and John M. Conlon

12 minute read

June 07, 2023 | New York Law Journal

The assets available to secured creditors in a debtor's bankruptcy proceeding must constitute "property of the estate" within the meaning of section 541(a)(1) of the U.S. Bankruptcy Code. However, creditors can sometimes find assets of a debtor outside the realm of a bankruptcy debtor's estate based on certain pre-bankruptcy arrangements. Examples of those arrangements are trusts and escrows. This column discusses two recent cases, "Markel Insurance Company v. Origin Bancorp, Inc.," and "In re: Urban Commons 2 West LLC," where federal courts held that a trust and escrow arrangement, respectively, were each insufficiently structured to protect the related assets from claims of creditors of the bankrupt debtor.

By Barbara M. Goodstein

9 minute read

April 05, 2023 | New York Law Journal

Since 1990, the UCC Permanent Editorial Board (PEB), has issued 27 commentaries interpreting the UCC or its Official Comments, the most recent of which the authors discuss here.

By Barbara M. Goodstein

8 minute read

February 01, 2023 | New York Law Journal

The key takeaway from the appeal court's analysis is obvious. Although waiver language can be broadly written, a waiver of defenses associated with standard guaranty "absolute and unconditional" language may not, in and of itself, waive a defense based on the statute of limitations.

By Barbara M. Goodstein

8 minute read

December 16, 2022 | New York Law Journal

The March 2020 Commentary and its accompanying amendments to the Official Comments are critical steps in getting the commercial finance industry and, more importantly, courts aligned on how 9-406 and 9-607 work in concert.

By Barbara M. Goodstein

11 minute read

October 05, 2022 | New York Law Journal

What exactly is "search logic"? And, even more importantly, what does it mean if a particular jurisdiction does not have any?

By Barbara M. Goodstein

9 minute read