Secured transactions in the United States

Secured transactions in the United States are an important part of the law and economy of the country. By enabling lenders to take a security interest in collateral (that is, the assets of debtors), the law of secured transactions provides lenders with assurance of legal relief in case of default by the borrower. The availability of such remedies encourages lenders to lend capital at lower interest rates, which in turn facilitates the free flow of credit and stimulates economic growth.

Article 9 of the Uniform Commercial Code (UCC), as adopted by all fifty states, generally governs secured transactions where security interests are taken in personal property. It regulates creation and enforcement of security interests in movable property, intangible property, and fixtures. UCC Article 9 replaced a wildly diverse array of security devices that had evolved in the various states during the 19th and early 20th centuries, in response to the reluctance of U.S. courts to enforce general nonpossessory security interests as either against public policy or because they were perceived as fraudulent conveyances. The drafters of UCC Article 9, particularly Grant Gilmore, successfully argued that since historical experience showed that disfavoring such security interests would not prevent creditors from requesting them or debtors from trying to give them by any means necessary, and because they were clearly economically useful, the better path was to develop a unified, simplified law of security interests.

Transactions where security interests are taken in real property are regulated not by Article 9, but by real property laws that vary among jurisdictions. However, the assignment or conveyance of a contract secured by real property may be regulated by Article 3 to the extent that the contract is a negotiable instrument. Both must be distinguished from a secured interest in a promissory note that is secured by a mortgage or deed of trust on real property, which is regulated by Article 9. This latter distinction is important in the context of the sale and purchase of promissory notes secured by real property.

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