Secured Transactions Attack Outline: How to Build One

Your course outline stores doctrine. Your attack outline retrieves it under time pressure. It assumes you already know what a purchase-money security interest is; its only job is to tell you, in order, which questions to ask and which section answers each one.

That difference dictates the format. An attack outline is three to six pages, mostly headings, arrows, and section numbers, with almost no prose. Secured Transactions is unusually well suited to this because the governing law is a statute organized in the same order you must analyze it: Part 1 (scope and definitions), Part 2 (attachment), Part 3 (perfection and priority), Part 5 (filing), Part 6 (default). If your outline tracks the statute's architecture, you get the analytical sequence for free.

Build it after your substantive outline is done, roughly two to three weeks out, and build it from old exam questions rather than from the casebook table of contents. Every branch in the tree should exist because a past question forced you down it.

Put this six-step spine on page one and never deviate from it on the exam. Almost every wrong answer in this course comes from skipping a step — usually classifying collateral or confirming attachment before jumping to who wins.

Step 0, scope: does Article 9 apply at all? U.C.C. § 9-109(a) covers consensual security interests in personal property and fixtures, agricultural liens, outright sales of accounts, chattel paper, payment intangibles, and promissory notes, and true consignments. Flag the disguised-lease issue under § 1-203 (a transaction is a security interest as a matter of law if the term is not terminable by the lessee and one of the four listed conditions is met). Then check the exclusions in § 9-109(c)-(d): real property interests, most wage assignments, tort claims other than commercial tort claims, most insurance policies, and statutory liens (though § 9-333 still gives some of them priority).

Step 1, classify the collateral. Step 2, attachment under § 9-203(b). Step 3, perfection. Step 4, priority, one pairwise contest at a time. Step 5, default and enforcement under Part 6. Step 6, the bankruptcy overlay if your professor teaches it. Write the steps as numbered headings and indent everything beneath them.

Classification drives everything downstream, so give it its own block. For goods, the category turns on the debtor's principal use at the time the security interest attaches: consumer goods, farm products, inventory, or equipment as the residual under § 9-102(a)(33), (34), (44), (48). Note in the margin that the same tractor is inventory to the dealer, equipment to the farmer's neighbor, and farm products to the farmer. For intangibles, list accounts, chattel paper, instruments, documents, deposit accounts, investment property, letter-of-credit rights, commercial tort claims, and general intangibles as the catchall, with a one-line trigger for each.

Attachment is a three-element test under § 9-203(b): value has been given, the debtor has rights in the collateral, and either the debtor has authenticated a security agreement describing the collateral or the secured party has possession or control pursuant to agreement. Under it, put the description rules: § 9-108(a)-(b) requires only reasonable identification, § 9-108(c) says a supergeneric 'all the debtor's assets' is insufficient in a security agreement, but § 9-504(2) says exactly that phrase is sufficient in a financing statement. That asymmetry is a favorite exam trap.

Finish the block with after-acquired property under § 9-204(a) and its two carve-outs in § 9-204(b): consumer goods acquired more than ten days after value is given, and commercial tort claims. Add that a security interest automatically attaches to identifiable proceeds under §§ 9-203(f) and 9-315(a)(2), so you never need an express proceeds clause.

Make it a grid, not a narrative. Rows are collateral types; columns are the five methods: filing (§ 9-310(a)), possession (§ 9-313), control (§§ 9-104 to 9-107), automatic (§ 9-309), and compliance with another statute such as a certificate-of-title act or federal registry (§ 9-311). Fill in every cell, and star the exclusive ones: a deposit account as original collateral can be perfected only by control (§ 9-312(b)(1)), money only by possession (§ 9-312(b)(3)), and a PMSI in consumer goods perfects automatically on attachment (§ 9-309(1)).

Below the grid, put a filing-mechanics checklist. Contents under § 9-502(a): debtor name, secured party name, indication of collateral. Debtor name sufficiency under § 9-503 — and here you must state your jurisdiction's choice, because the 2010 amendments offered states Alternative A ('only if' the name on an unexpired driver's license) and Alternative B (a safe-harbor menu) for individual debtors, and states split. Then errors under § 9-506 (minor errors are fine unless seriously misleading, tested by whether a search under the correct name using the filing office's standard logic finds the record), post-filing name changes under § 9-507(c) (four months), lapse and continuation under § 9-515 (five years; continuation only in the last six months), and where to file under §§ 9-301 and 9-307 (the debtor's location; a registered organization is located in its state of organization). Add § 9-316: four months to reperfect after the debtor moves, one year after collateral is transferred to a new debtor in another state.

Include one line on unauthorized and authorized terminations. The General Motors litigation — Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank (2d Cir. 2015), after a certified question to the Delaware Supreme Court — held that a termination statement filed with the secured party's authorization is effective even if the secured party did not subjectively intend to release that particular collateral. It is the cleanest illustration of Article 9's formalism.

Force yourself to name the two claimants and run one contest at a time: SP1 v. SP2, SP v. buyer, SP v. lien creditor, SP v. trustee. Start every contest with the baseline in § 9-322(a): first to file or perfect wins as between perfected interests; perfected beats unperfected; if both are unperfected, first to attach wins. Then run the exception checklist in a fixed order and stop at the first one that applies.

Keep the exceptions as a single scannable list with the triggering fact next to each cite.

Part 6 is heavily tested on short-answer and issue-spotter formats, so give it a full page. Remedies are cumulative under § 9-601. Self-help repossession is available under § 9-609 only without breach of the peace, and the duty is nondelegable — a repossession agent's misconduct is the secured party's problem. Every aspect of disposition must be commercially reasonable under § 9-610, with reasonable authenticated notification under § 9-611 and a ten-day safe harbor in non-consumer transactions under § 9-612(b). Sections 9-613 and 9-614 give the contents and a safe-harbor form; § 9-614 is the consumer version and is stricter.

Then proceeds application and surplus/deficiency under § 9-615, strict foreclosure under §§ 9-620 to 9-622 (no partial strict foreclosure in consumer transactions, and mandatory disposition within 90 days if the debtor has paid 60% under § 9-620(e)-(f)), redemption under § 9-623, and remedies for noncompliance under §§ 9-625 and 9-626. Note that § 9-626's rebuttable-presumption rule for deficiency claims applies only outside consumer transactions; consumer cases are left to the courts, which split between absolute-bar and rebuttable-presumption approaches.

For bankruptcy, four hooks are usually enough unless your professor devoted weeks to it: the automatic stay under 11 U.S.C. § 362, secured-claim bifurcation under § 506(a), the trustee's strong-arm power under § 544(a) (which is why an unperfected interest is worthless in bankruptcy), preference avoidance under § 547 with the floating-lien improvement-in-position test in § 547(c)(5), and lien avoidance in exempt household goods under § 522(f).

Take three past exams with the outline open and mark every place you had to leave it to find an answer; those gaps are the only edits worth making. Then compress the six-step spine onto a single page you can reproduce from memory in the first two minutes of the exam.

Coverage varies more than in most courses, and the variation is driven by your professor. Some courses stop at Part 6; others spend a third of the semester on bankruptcy, agricultural liens, or the Article 2 remedies of unpaid sellers. Some cover pre-revision background like Benedict v. Ratner, 268 U.S. 353 (1925), which required policing of accounts receivable and was repudiated by § 9-205; most do not. Build only what your syllabus and past exams support.

On citation form: cite the uniform text as U.C.C. § 9-322 (Am. L. Inst. & Unif. L. Comm'n 2010) under Bluebook Rule 12.9.4, but cite an enacted version to the state code — N.Y. U.C.C. Law § 9-322 (McKinney 2024) or Cal. Com. Code § 9322. Note that some states renumber; California drops the hyphen. Confirm whether your exam is open or closed book. If closed, drill the section numbers as flashcards, because a professor who wrote the exam around § 9-324(b) will reward you for naming it.