University of Miami School of Law CourseLink Course Description - Online System
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Spring 2021

Course Description
This course is offered online to upper division 2L and 3L students (and [not] as a first-year elective [for 3 credits ending the course early without consideration of a specialized advanced segment on syndicated lending and subordination agreements]). The anticipated procedures for the course are set forth at the end of this course description. This course combines study of UCC Articles 2 (sales) and 9 (secured transaction) in a four-credit course focusing on business to business sales and commercial financing of goods, including equipment and inventory. Subject matter will include a more in-depth look at topics likely introduced in a first year contracts course (such as statute of frauds, the battle of the forms, parol evidence and damage calculations) as well as introduction of substantial new material relevant both to sales law and to secured financings (the purpose and structure of security agreements, types of collateral, attachment, perfection and priority of security interests for secured creditors, creditor remedies, and relevant aspects of Federal bankruptcy law.) The course will use a new textbook: David G. Epstein, Steve H. Nickles & Edwin E. Smith, Selling and Financing Sales of Goods Under UCC Article 2 and 9 (1st Edition 2019)(ISBN: 9781642420968)[West Academic Publishing, American Casebook Series]. Coverage in this book is arranged and integrated – back and forth between Articles 2 and 9 – based on a recurring fact pattern in a hypothetical transaction structure of a bank financing a store which buys goods from a supplier and resells them to one or more buyers. The goal of the course is to cover basic topics in sales and secured transactions that are fundamentally important in business transactions. The text itself includes relevant statutory sections so that use of a second statutory supplement will not be required. However, student will be encouraged to either purchase a statutory supplement or look at relevant statutory law online. Prior to engaging with the initial set of online modules, students should have read and studied Chapter 1 and Chapter 2 (subtopics A, B, C & D) [pages 1 through 69]. The course will cover topics in the order presented in the text. A link to the table of contents contains a detailed description of the materials covered: [Upper division students will complete an extra course segment on syndicated

Students in the course will be required to view online lecture materials either prior to, or following completion of, each set of assigned readings in the text. These lecture materials consist of both extensive outlines prepared by the instructor and keyed to the text and, in some cases, video presentations. The course will use Microsoft Teams for class management, including channels to discuss questions periodically posed by the instructor, questions on assigned readings (and posed by the text) and questions raised by students. Students will be required to participate in these Microsoft Teams discussions to receive credit for the course--another reason to stay on pace for the course. Course materials prepared by Professor Widen will be posted to a password protect site maintained by Professor Widen.

In addition to these asynchronous procedures, the course also will include a live synchronous component (anticipated to include both audio and video) [once] [twice] a week on Zoom, in which students and the instructor will discuss course materials. Participation in these live online discussions will be required to receive credit for the course. The synchronous meetings will occur on [Wednesdays from 6pm to 8 pm] [Tuesdays and Thursdays from [7 pm to 8 pm] [9 am to 10 am]] EST.

ONLINE DETAILS: Students will log on to the Zoom sessions via Blackboard. Group emails will be sent to the class via the email feature of Blackboard. Professor Widen has a designated email address for individual student communications--not his general UM Law email address.

Course Schedule
Dates Day Time Room
01-25-2021 - 04-27-2021   T  6:20 PM-8:00 PM DL

Course Frequency
This course is usually offered every semester

Course Information

Credits: 4
Pass/Fail Option: Yes
Prerequisite: Contracts
Grading: Graded
Method of Evaluation: Final Exam, periodic online exercises and quizzes, chat room/message board participation, participation in online live session.
Graduation Requirements Fulfilled By Course:
Special Attributes:
Bar Course
Course Delivery:
Online (synchronous and asynchronous)
Special Restrictions: Open to students enrolled in the JD program who have satisfactorily completed first-year contracts with a grade of C+ or better.
Law Track(s):
Business & Taxation - Basic
Entertainment, Music, & Sports - Related
Bar Subject(s):
Business Compliance and Sustainability (Area of Focus)   More information
Business Compliance and Sustainability (Concentration)   More information
The Business of Innovation, Law and Technology: BILT (Concentration)   More information
Transactional Law (Area of Focus)   More information
Transactional Law (Concentration)   More information
Course Book(s):
Textbook Required:
  • Textbook Name: Selling and Financing Sales of Goods Under UCC Article 2 and 9
    Textbook Type: Hardcover
    Requirement: Required
    Author: Epstein, Nickles and Smith
    Publisher: West Academic
    Edition: 1st edition
    ISBN: 978-1642420968
First Class Assignment(s):
  • Assignment: Read and study Chapter 1 of the TEXT; study the additional materials on the Chapter 1 web page. Additionally, note that in Chapter 1, starting on TEXT p. 18, students are introduced to some standard form documents. We need to spend a lot of time on how to use form documents and the role that they play in the lawyering craft. To that end, Professor Widen has prepared a set of materials related to the use of form documents and drafting skills: USING FORM LEGAL DOCUMENTS which appears on the Chapter 1 web page. You should read it with care, and pay particular attention to the questions posed about BABY SECURITY AGREEMENT on p. 5-6, 16. Then read an exercise posted HERE: , and do the proofing exercise contained therein. In our first live on-line session we will discuss these questions, as well as the general question of whether it is "fair" or "just" to allow private parties to change the ordering of the distribution of assets in a bankruptcy proceeding by using a contract to change a DEFAULT RULE.

    TEXT: The TEXT for this course is Selling and Financing Sales of Goods Under UCC Articles 2 and 9. A title page for this book appears as an attachment to this page.

    TWEN/Blackboard/Course Webpage Link:

    Additional Information:
    The Chapter 1 web page link is HERE: A proofing exercise appears HERE: Professor Widen is in the process of updating his uccstuff website. When the MICROSOFT TEAMS channel is posted, ALL upcoming assignments will be posted on TEAMS. That TEAM will be set up when a proper email list for the class has been loaded into our systems.



Contact Information:
Phone: (305)284-3739
Office: G275