Confused About UCC and Restatement of Contracts - Are They Really the Same Thing?

This is exactly right. I see this confusion sometimes with attorneys who don't specialize in secured transactions. The Restatement (Second) of Contracts deals with general contract formation, performance, and breach principles. Meanwhile UCC Article 9 is statutory law that specifically governs how you perfect security interests in personal property. Totally different purposes and applications.

Yeah I had a similar mix-up early in my career. Was trying to cite Restatement provisions in a UCC dispute and the judge was not amused. They serve different functions - Restatements are persuasive authority for common law contracts while UCC is actual statutory code for commercial transactions.

That's really helpful about the debtor name matching. The company does business under several names so I need to double-check which one is the actual registered entity. How specific do I need to get with the machinery descriptions? We're financing multiple pieces of equipment.

For multiple pieces, you can group similar equipment types but include serial numbers when available. Something like 'CNC machining centers, Model X500 series, serial numbers 12345, 12346, 12347' rather than just 'manufacturing equipment.' The key is making it clear enough that other creditors can identify what's covered.

I actually had a situation where I needed to verify all my UCC document consistency after getting conflicting advice like this. Found this tool called Certana.ai that lets you upload your charter documents and UCC-1 to automatically cross-check debtor names and catch any mismatches. Saved me from filing with the wrong entity name - would have voided our security interest completely.

Right? The number of attorneys who think they can wing secured transactions without understanding Article 9 is terrifying. This isn't contract interpretation - this is statutory perfection requirements with zero room for error.

Totally agree but maybe dial back the caps lock lol. Though you're absolutely right about the stakes being high. One wrong debtor name and you're unsecured in bankruptcy.

The equipment was delivered last Tuesday so I'm definitely within the 20-day window still. I'll check Ohio SOS requirements today. Is there anything else I should watch out for with PMSI filings?

Main thing is making sure your financing statement accurately describes the collateral and that your security agreement grants you a security interest in the specific equipment. If the descriptions don't match up reasonably, you could lose PMSI status even with timely filing.

So true about the unforgiving nature. I've seen million-dollar loans become unsecured because someone used 'Inc.' instead of 'Incorporated' in the debtor name field.

This is exactly why I started using document verification tools. Had too many close calls with name mismatches. The Certana.ai checker I mentioned earlier would catch that Inc./Incorporated issue instantly when you upload your corporate docs alongside the UCC-1 draft.

Those tools are becoming essential honestly. The manual cross-checking is too error-prone when you're dealing with complex entity structures.

Totally understandable confusion. In law school they often teach contracts and commercial law in sequence so students think they're related. But UCC Article 2 (sales) and Article 9 (secured transactions) are statutory law, while contract restatements just summarize how courts have interpreted common law contract principles. Different sources, different applications.

oh that makes way more sense now. So if I'm doing a secured loan I only care about UCC rules, not restatement stuff?

Exactly. For secured transactions, UCC Article 9 is your bible. Restatements might be relevant for general contract interpretation issues, but perfection, priority, and enforcement of security interests are governed entirely by Article 9 statutory provisions.

That explains it perfectly. My colleague does handle a lot of complex service agreements and licensing deals where contract interpretation comes up constantly. Makes sense they'd think in terms of restatement principles.

Exactly. Different practice areas, different analytical frameworks. Just make sure you're using the right one for each situation!

Harsh but accurate advice lol. When you're dealing with secured transactions there's no room for theoretical discussions.

This thread convinced me to run a final check on my documents. The Certana.ai verification caught a tiny discrepancy between my security agreement and UCC-1 that I'd missed. Better safe than sorry with $850K on the line.

Thank you everyone for clarifying this. I feel much more confident moving forward with the UCC-1 filing now that I understand the distinction.

Good luck with the filing. Just remember to double-check that debtor name against the Secretary of State records!

That's a great way to think about it. UCC gives you the operational rules for securing collateral, while restatements are more like legal scholarship about how contract law has evolved over time.

Perfect, that makes it click for me. Thanks for breaking it down in business terms rather than just legal jargon.

Great point about running a UCC search first! I should have mentioned that earlier. It's really helpful to see what you're up against in terms of existing liens, especially if there might be blanket security interests that could cover the same collateral. Plus it gives you a chance to verify you're searching under the correct debtor name before you file your own UCC-1.