Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
C&J Vantage Leasing Co. v. Wolfe: One Year Later
In March 2011, the Iowa Supreme Court sent ripples of concern, if not terror, throughout the equipment lease finance industry with an unprecedented decision refusing to afford finance lease status to a contract between a finance company and a commercial end user, notwithstanding the fact that the parties had expressly agreed to such treatment in their written documents. In C&J Vantage Leasing Co. v. Wolfe, 795 N.W.2d 65 (Iowa Mar. 4, 2011), the court reasoned that “a transaction must first qualify as a lease before it can qualify as a finance lease.” The court found that because the contract at issue permitted the end user to purchase the financed equipment for $1 at the end of the lease term (in essence, any capital lease), the transaction was in fact a sale with a security interest rather than a lease. The court specifically refused to give effect to the parties' expressed intent, as stated in the contract provision that: “[t]his agreement is, and is intended, to be a Lease.”
The Iowa court's holding on this point caused justifiable concern in the equipment leasing community. Indeed, entire seminars have been devoted to discussing the C&J Vantage case and its possible ramifications. One particular concern was that the case might be invoked by defaulting lessees in other jurisdictions as a springboard for attacking finance lease treatment of written leases on the basis that one or more of the requirements set forth in Article 2A of the Uniform Commercial Code (“UCC”) were not met. Such argument could be raised not only in the context of “dollar out” leases, but in other factual scenarios, such as where it is alleged that the lessor did not actually receive the leased goods despite executing a Delivery and Acceptance certificate, or where some other technical requirement of UCC ' 2A-103(a)(3) was not met. Plainly, such a result could defeat a finance company's justified expectation that its agreements will be treated as a finance lease as provided in the written contract language.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.