The Uniform Commercial Code and Bankruptcy

To a commercial lawyer, the mention of bankruptcy and the Uniform Commercial Code in one sentence strongly suggests a series of well-known problems—principally the problems relating to the need to perfect security interests under Article 9 of the U.C.C. in order to prevent the bankruptcy trustee from disregarding the security interest under section 544 of the Bankruptcy Code. Admiralty lawyers may tend to think of an entirely different series of problems when they hear the word bankruptcy—such as which part of the federal district court, admiralty or bankruptcy, administers the property with which they are concerned. Nevertheless, the specter of bankruptcy requires that admiralty lawyers become familiar with the uncertain boundaries between admiralty jurisdiction and ordinary commercial law, including the U.C.C., which governs many common maritime business transactions, lest a bankruptcy trustee complete their education for them. The admiralty practitioner must know the answers to two related questions: (1) what must be done in common commercial shipping transactions so that, under the Uniform Commercial Code, the rights of creditors are not inadvertently lost to the bankruptcy trustee; and (2) in which transactions must attention be paid to Uniform Commercial Code principles as well as, if not in lieu of, traditional admiralty procedures?