The Uniform Commercial Code Made Easy: The Story of Stephen’s Boats
By Robert M. LeVine
Empowerment Publications Inc., Cincinnati,
OH, 2011. 504 pages, $59.95.
Reviewed by Thomas R. schuck
Yes, Virginia, there is a Santa Claus! In this case, he comes in the form of Robert M. LeVine, a Former University of Miami School of Law professor, who has made one of the most complicated bodies of law in the United States—the Uniform Commercial Code (UCC)—not only comprehensible but also entertaining.
In his book, LeVine teaches the UCC through a narrative that involves common commercial events and explains how the UCC deals with them. In the narrative, Stephen Seller is a beach bum in Key Biscayne, Fla., who receives a significant inheritance and decides to enter the boat business. He retains Alan Lawyer to assist him in forming a corporation, entering into a distributorship agreement with a boat manufacturer, and obtaining financing from a bank. Alan enlists the help of Doug Hawkins, a young associate at his firm who specializes in the UCC. The trio then engages in a myriad of transactions involving the boat business and other commercial enterprises as well as some of Stephen’s personal purchases—all of which raise UCC issues. Stephen expands into other ventures, including citrus farming and oil wells, until he becomes overwhelmed and returns to the beach. Alan takes over Stephen’s boat business only to face bankruptcy when the market for pleasure boats collapses because of the recent economic downturn. After the enterprises run their course—enabling LeVine to illustrate the scope of the UCC—Doug and Stephen become close friends and supporters of the South Florida Children’s Academy, with assistance from the law firm at which Doug works.
The scenarios that Stephen, Alan, and Doug encounter along the way are realistic and engaging. They make the Uniform Commercial Code understandable and interesting, because the reader can see how the statute contemplates the structure of commercial transactions so that outcomes are predictable, and how it provides for the resolution of disputes concerning security interests, the priority of claims, the performance of contracts, and similar matters. The book is broad in scope, covering UCC Articles 1 (general provisions), 2 (contracts), 2A (leases), 3 (negotiable instruments), 4 (bank deposits and collections), 4A (funds transfers), 5 (letters of credit), 7 (documents of title), and 9 (secured transactions), and touching on bankruptcy issues that affect commercial transactions, such as secured claims, preferences, the function of bankruptcy trustees, and other basic aspects of the Bankruptcy Code.
LeVine’s book is also engaging, because it teaches the UCC in an unconventional way: by parable rather than by the case method. The use of a parable may be particularly effective in dealing with the UCC, because so much UCC law is not court-derived and therefore lends itself to an overarching narrative approach rather than an approach of simply studying individual cases. Although the book may be used as a text to teach the UCC, it will also be of interest to practitioners seeking an accessible refresher of basic UCC principles. LeVine recommends that the reader absorb the book in stages, first through an initial read to provide a foundation and then through study of its more-detailed and complex provisions. He likens the process to building a house: “The first read creates a basic foundation, and each future read places more bricks on the structure.” The beauty of the presentation lies in its simplicity, making the construction of the “house” much more pleasant than many lawyers found their law school study of the UCC to be.
The Uniform Commercial Code Made Easy is not a substitute for the UCC or for authoritative interpretations of it, but it is not intended to be. It is intended to be a teaching tool that instructs and entertains, and it succeeds on both counts.
Thomas R. Schuck is a past national president of the Federal Bar Association and a partner at Taft Stettinius & Hollister LLP in Cincinnati, Ohio, where he practices primarily in the areas of commercial and bankruptcy litigation, real estate litigation, and employment law. He is a co-author of Rutter’s Federal Employment Litigation, published by Thomson/Reuter’s.