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UCC ARTICLE 9

FORECLOSURES

November 2011

Steve Weise, Proskauer Rose LLP

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1. Credit crunch/crisis impact on secured transactions and foreclosures

1.1 Increased defaults

1.2 Increased foreclosures

1.3 Sometimes may be able to get better value by giving debtor time to realize val-ue of collateral

2. Legal and practical framework for the foreclosure of property

2.1 Scope of Part 6

(a) Does not apply to (UCC § 9-601(g) (“Except as otherwise provid-ed in Section 9-607(c), this part imposes no duties upon a securedparty that is a consignor or is a buyer of accounts, chattel paper,

payment intangibles, or promissory notes.”*)):

(1) Buyer of accounts

(i) Unless the buyer has recourse to the seller or secondaryobligor (UCC § 9-607(c)(2))

(2) Consignor (§ 9-102(a)(1))

2.2 Secured party’s choices (depending on the collateral):

(a) Collection – UCC § 9-607 (“If so agreed, and in any event after de-fault, a secured party: (1) may notify an account debtor or other

person obligated on collateral to make payment or otherwise ren-der performance to or for the benefit of the secured party . . .”)

(b) Disposition – UCC § 9-610(a) (“After default, a secured party maysell, lease, license, or otherwise dispose of any or all of the collat-eral . . . .”)

(1) Sale

(2) Lease

(3) License

(4) “Otherwise dispose”

* All emphasis in quotations is added, unless otherwise indicated.

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(c) Retention – UCC § 9-620 (“Except as otherwise provided in sub-

section (g), a secured party may accept collateral in full or partialsatisfaction of the obligation . . .”)

2.3 When is the secured party’s cooperation with the debtor’s “voluntary” sale a“disposition” by the secured party triggering Part 6 rules?

2.4 No election of remedies

(a) UCC § 9-601(a)(1) (“After default, a secured party has the rightsprovided in this part and, except as otherwise provided in Section

9-602, those provided by agreement of the parties. A secured par-ty: (1) may reduce a claim to judgment, foreclose, or otherwise en-force the claim, security interest, or agricultural lien by any avail-able judicial procedure”)

(b) UCC § 9-601(c) (“The rights under subsections (a) and (b) are cu-

mulative and may be exercised simultaneously.”)

2.5 Many special rules in consumer context

(a) Not all discussed in this outline

3. Commercial reasonableness

3.1 When does it apply?

(a) Collections

(1) Only if:

(i) Payment rights secure an obligation or

(ii) If buyer has recourse to the seller or secondary obligor(UCC § 9-607(c)(2)) (may still be “recourse” even if stilla “true sale”)

(b) Dispositions

(1) “Every aspect of a disposition of collateral, including the

method, manner, time, place, and other terms, must becommercially reasonable.”

(2) UCC § 9-610(b)

3.2 Advertising

(a) Where?

(b) How often?

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3.3 Deciding whether to have a public or a private sale – UCC § 9-610

(a) Decision whether to have a public or private sale itself must becommercially reasonable

(b) Affects:

(1) When secured party may buy at the sale

(2) Information in notice to debtor and others

(c) What is a “public” and a “private” sale?

(1) UCC § 9-610, Comment 7 (“Although the term is not defined,

as used in this Article, a ‘public disposition’ is one at whichthe price is determined after the public has had a meaningfulopportunity for competitive bidding. ‘Meaningful oppor-

tunity’ is meant to imply that some form of advertisement orpublic notice must precede the sale (or other disposition) and

that the public must have access to the sale (disposition).”)

3.4 Inspection of collateral by potential buyers

3.5 Sale in units or in bulk?

3.6 Fixing up the collateral – UCC § 9-610 (“After default, a secured party maysell, lease, license, or otherwise dispose of any or all of the collateral in its pre-sent condition or following any commercially reasonable preparationor processing.”)

(a) UCC § 9-610, Comment 4 (“Although courts should not be quickto impose a duty of preparation or processing on the secured par-

ty, subsection (a) does not grant the secured party the right todispose of the collateral “in its then condition” under all circum-

stances. ”)

(1) Wash the car?

(2) Put a new engine in the car?

3.7 Mixed real property and personal property collateral – UCC § 9-604

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(a) “If a security agreement covers both personal and real property, a

secured party may proceed: (1) under this part as to the personalproperty without prejudicing any rights with respect to the realproperty; or (2) as to both the personal property and the realproperty in accordance with the rights with respect to the realproperty, in which case the other provisions of this part do not

apply.”

(b) Decision of how to proceed may itself require a commercially rea-sonable decision

(c) California non-uniform rules

3.8 Sale of ownership interests in single-asset entity

(a) Disclosures about underlying asset (typically real estate)?

(1) Disclosure risks?

(2) Commercial reasonableness risks?

4. Default

4.1 Not defined in Article 9 – UCC § 9-610, Comment 3 (“Under subsection (a)the secured party’s rights arise ‘[a]fter default.’ As did former Section 9-501,this Article leaves to the agreement of the parties the circumstances giving riseto a default.”)

4.2 Usually defined in security agreement or loan agreement

5. Collections

5.1 When does commercial reasonableness apply?

5.2 Rights of the account debtor

(a) Effect of anti-assignment rules in payment and contract rights –

UCC §§ 9-406(d) and 9-408(a)

(1) See revised UCC §§ 9-406(e) and 9-408(b) concerning theforeclosure sale of a security interest in a payment intangible

or a promissory note

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(b) Account debtor’s and obligor’s right to pay assignor until receive

notice to pay assignee (secured party) – UCC § 9-406(a) (“. . . anaccount debtor . . . may discharge its obligation by paying the as-signor until, but not after, the account debtor receives a notifica-tion, authenticated by the assignor or the assignee, that theamount due or to become due has been assigned and that pay-

ment is to be made to the assignee. After receipt of the notification,the account debtor may discharge its obligation by paying the as-

signee and may not discharge the obligation by paying the as-signor.”)

(1) Content of notification

(2) Must include direction to make payment to secured party,not enough to give notice of security interest, without direc-tion to pay

(3) Account debtor’s and obligor’s right to “reasonable proof” ofassignment – UCC § 9-406(c) (“. . . if requested by the ac-

count debtor, an assignee shall seasonably furnish reasonableproof that the assignment has been made. Unless the assign-ee complies, the account debtor may discharge its obligationby paying the assignor, even if the account debtor has re-ceived a notification under subsection (a).”)

(c) Offset rights and defenses – UCC § 9-404(a)

(1) Recoupment never cut off – UCC § 9-404(a)(1) (“. . . Unlessan account debtor has made an enforceable agreement not toassert defenses or claims, . . . the rights of an assignee are

subject to: (1) all terms of the agreement between the ac-count debtor and assignor and any defense or claim in re-

coupment arising from the transaction that gave rise to thecontract.”)

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(2) Setoff arising under another transaction cut off after notifica-

tion of assignment – UCC § 9-404(a)(2) (“. . . Unless an ac-count debtor has made an enforceable agreement not to as-sert defenses or claims, . . . the rights of an assignee are sub-ject to: . . . (2) any other defense or claim of the accountdebtor against the assignor which accrues before the account

debtor receives a notification of the assignment authenticatedby the assignor or the assignee.”)

(d) Hell or high water clauses – 9-403

(1) Effective in favor of assignee (“. . . an agreement between anaccount debtor and an assignor not to assert against an as-signee any claim or defense that the account debtor mayhave against the assignor is enforceable by an assignee thattakes an assignment: (1) for value; (2) in good faith; (3) with-out notice of a claim of a property or possessory right to theproperty assigned; and (4) without notice of a defense orclaim in recoupment of the type that may be asserted against

a person entitled to enforce a negotiable instrument underSection 3-305(a).”)

(2) Consumer law limitations – UCC § 9-404(d) and (e)

(3) Does not displace hell or high water agreement enforceable

under other law UCC § 9-403(f) (“Except as otherwise pro-vided in subsection (d), this section does not displace lawother than this article which gives effect to an agreement by

an account debtor not to assert a claim or defense against anassignee.”)

(4) Holder in due course rules available to assignee where appli-

cable – UCC § 9-331(a) (“This article does not limit the rightsof a holder in due course of a negotiable instrument . . .”)

6. Repossession – UCC § 9-609

6.1 Secured party may repossess the collateral

(a) UCC 9-609(a) (“After default, a secured party: (1) may take pos-session of the collateral”)

6.2 Secured party may not breach the peace

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(a) UCC § 9-609(b) (“A secured party may proceed under subsection

(a): . . . (2) without judicial process, if it proceeds without breachof the peace.”)

6.3 No delegation of duties by secured party

7. Notices

7.1 Must give notice of proposed disposition

(a) UCC § 9-611(a) (“. . . a secured party that disposes of collateralunder Section 9-610 shall send to the persons specified in subsec-

tion (c) a reasonable authenticated notification of disposition.”)

(b) Not required in limited circumstances

(1) UCC § 9-611(d) (“Subsection (b) does not apply if the collat-eral is perishable or threatens to decline speedily in value oris of a type customarily sold on a recognized market.”)

7.2 To whom? – UCC § 9-611(c)

(a) Persons:

(1) Debtor

(2) Secondary obligor

(3) Other secured parties who perfect by filing financing state-ment or under UCC § 9-311(a) in filing office then applicable

for a new filing

(4) Those who have requested notice

(b) Financing statement searches

(c) Safe harbor – UCC § 9-611(e)

7.3 Timing – UCC § 9-612

7.4 Content – UCC § 9-613

(a) Public sale or private sale – UCC § 9-613(1)(C) (“The contents of a

notification of disposition are sufficient if the notification: . . . (C)states the method of intended disposition”)

(b) Timing – UCC § 9-613(1)(E) (“The contents of a notification of

disposition are sufficient if the notification: . . . (E) states the timeand place of a public disposition or the time after which any otherdisposition is to be made.”)

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8. Use of online auctions

8.1 Is it a “public” or a “private” sale?

8.2 What is the “time” of the sale?

8.3 Where is the “place” of the sale?

8.4 See revised Comment 2 to UCC § 9-610 (“Although subsection (b) permitsboth public and private dispositions, including public and private dispositionsconducted over the Internet, ‘every aspect of a disposition . . . must be com-mercially reasonable.’”)

8.5 8.5 See revised Comment 2 to UCC § 9-613 (“This section applies to a notifica-tion of a public disposition conducted electronically. A notification of an electronicdisposition satisfies paragraph (1)(E) if it states the time when the disposition isscheduled to begin and states the electronic location. For example, under the tech-nology current in 2010, the Uniform Resource Locator (URL) or other Internet ad-

dress where the site of the public disposition can be accessed suffices as an elec-tronic location.”)

9. Specific kinds of collateral

9.1 Securities

(a) SEC no-action letters

(b) “Public” sale limited to sophisticated bidders and buyers

9.2 Intellectual property

(a) Limitations on distribution channels

9.3 Government licenses

9.4 Trademarked goods

(a) Is cutting out the label and logo enough?

9.5 Mortgage notes

(a) Who is holder of note? (§ 1-201(b)(21))

(b) Who is person entitled to enforce the instrument (§ 3-301)

(c) Ability to put security interest in mortgage of record for purposesof non-judicial foreclosure (§ 9-607(b))

10. Debtor’s right to redeem – UCC § 9-623

10.1 Debtor and secondary obligor have right to redeem

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(a) UCC § 9-623(a) (“A debtor, any secondary obligor, or any other

secured party or lienholder may redeem collateral.”)

10.2 When cut off

(a) UCC § 9-623(c) (“A redemption may occur at any time before asecured party: (1) has collected collateral under Section 9-607; (2)

has disposed of collateral or entered into a contract for its disposi-tion under Section 9-610; or (3) has accepted collateral in full orpartial satisfaction of the obligation it secures under Section9-622.”)

10.3 Amount to be paid

(a) UCC § 9-623(b) (“To redeem collateral, a person shall tender: (1)

fulfillment of all obligations secured by the collateral; and (2) thereasonable expenses and attorney’s fees described in Section9-615(a)(1).”)

10.4 Reinstatement right under Article 9?

11. When can the secured party buy the collateral?

11.1 Private sale

(a) UCC § 9-610(c) (“A secured party may purchase collateral: . . . (2)

at a private disposition only if the collateral is of a kind that is cus-tomarily sold on a recognized market or the subject of widely dis-tributed standard price quotations.”)

(b) See discussion above of retention of the collateral and attempt to waive

this restriction

11.2 Public sale

(a) UCC § 9-610(c) (“A secured party may purchase collateral: (1) at apublic disposition;”)

12. Application of proceeds

12.1 Collection – UCC § 9-608

12.2 Disposition – UCC § 9-615

12.3 Costs and attorneys fees

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(a) Collection – UCC § 9-608(a)(1)(A) (secured party may collect “the

reasonable expenses of collection and enforcement and, to the ex-tent provided for by agreement and not prohibited by law, rea-sonable attorney’s fees and legal expenses incurred by the securedparty;”)

(b) Disposition – UCC § 9-615(a)(1) (secured party may collect “thereasonable expenses of retaking, holding, preparing for disposi-tion, processing, and disposing, and, to the extent provided for byagreement and not prohibited by law, reasonable attorney’s fees

and legal expenses incurred by the secured party;”)

12.4 Secured debt

12.5 Junior secured parties or others with an interest

13. Retention of collateral in satisfaction of debt – UCC §§ 9-620 et seq.

13.1 Any scope limits?

(a) Secured party doe not have to be in possession as under former

Article 9

(b) Use is encouraged – UCC § 9-620, Comment 1 (“. . . It reflects thebelief that strict foreclosures should be encouraged and often will

produce better results than a disposition for all concerned.”)

(c) Cannot avoid restrictions by structuring as secured party buying the col-lateral at a private sale – UCC § 9-602, (revised) Comment 3 (“Section9-610(c) limits the circumstances under which a secured party may pur-chase at its own private disposition. Transactions of this kind are equiva-lent to ‘strict foreclosures’ and are governed by Sections 9-620, 9-621,and 9-622. The provisions of these sections can be waived only to theextent provided in Section 9-624(b). See Section 9-602.”)

13.2 Proposal to retain

(a) Content

(1) Must be unconditional proposal – UCC § 9-620(c)(2) (pro-posal must be “unconditional or subject only to a conditionthat collateral not in the possession of the secured party bepreserved or maintained”)

(b) Timing

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(1) Debtor or other person must object within 20 days of secured

party sending proposal to that person – UCC § 9-620(a)(2)and (d)

(c) Sent to whom – UCC § 9-621

(1) Other secured parties who perfect by filing financing state-

ment or under UCC § 9-311(a) (in office where a new financ-ing statement would be filed at that time)

(2) Rights of lien creditors

(3) Persons who have requested notice

(d) No implied proposals – UCC § 9-620(b)

(1) Constructive retention when secured party buys collateral at

a disposition when not otherwise authorized to do so – UCC§ 9-624, Comment 2 (“This section is a limited exception to

Section 9-602, which generally prohibits waiver by debtorsand obligors. It makes no provision for waiver of the ruleprohibiting a secured party from buying at its own private

disposition. Transactions of this kind are equivalent to ‘strictforeclosures’ and are governed by Sections 9-620, 9-621, and9-622.”)

13.3 Partial satisfaction

(a) Need authenticated record (with consent) from debtor – UCC § 9-620(c)(1) (“a debtor consents to an acceptance of collateral in par-

tial satisfaction of the obligation it secures only if the debtoragrees to the terms of the acceptance in a record authenticated af-

ter default;”)

14. Rights of transferee

14.1 Third-party transferee in a disposition under UCC § 9-610 – UCC § 9-617

(a) Rights acquired

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(1) UCC § 9-617(a) (“A secured party’s disposition of collateral

after default: (1) transfers to a transferee for value all of thedebtor’s rights in the collateral; (2) discharges the security in-terest under which the disposition is made; and (3) discharg-es any subordinate security interest or other subordinate lien[other than liens created under [cite acts or statutes provid-

ing for liens, if any, that are not to be discharged]].”)

(b) Effect of secured party’s failure to follow rules

(1) Good faith transferee acquires these rights, even if securedparty does not comply with rules – UCC § 9-617(b) (“A trans-feree that acts in good faith takes free of the rights and inter-ests described in subsection (a), even if the secured partyfails to comply with this article or the requirements of anyjudicial proceeding.”)

(c) Secured party as transferee

(d) Secured party transfers debtor’s rights

(1) Not a voluntary transfer by debtor (UCC § 9-617, Comment 2

(“Such a person [transferee at foreclosure] is a ‘transferee’ in-asmuch as a buyer at a foreclosure sale does not meet thedefinition of ‘purchaser’ in Section 1-201 (the transfer is notvis-à-vis the debtor, ‘voluntary’).”)

14.2 Retention of collateral – UCC § 9-622

(a) Rights acquired – similar to those in disposition – UCC § 9-622(a)

(b) Effect of failure to follow rules – UCC § 9-622(b) (“A subordinate

interest is discharged or terminated under subsection (a), even ifthe secured party fails to comply with this article”)

15. Junior secured parties v. senior secured parties

15.1 Basic rules

(a) Junior secured party disposes of collateral subject to senior se-

cured party’s security interest. UCC § 9-617(3)

(b) Foreclosure disposition payments and collections are “proceeds”of collateral, see, e.g., UCC § 9-615, Comment 3

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(c) Many rules turn on junior secured party’s “knowledge” that its

collection of proceeds of disposition or collection of paymentrights “violates” the rights of the senior secured party. Whatdoes “without knowledge that the purchase violates the rights of thesecured party” mean?

(1) Concept borrowed from definition of “buyer in ordinarycourse of business” (UCC § 1-201(b)(9) (revised))

(2) The concept is also adapted from UCC § 9-320(a)

(3) What does the junior secured creditor have to “know” tohave “knowledge” of a violation of the rights of the seniorsecured party?

(i) Hampton Bank v. River City Yachts, 528 N.W.2d 880(Minn. Ct. App. 1995) (consistent for buyer to know ofsecurity interest, but to believe sale was not in violation

of that interest)

(ii) SK Global Am., Inc. v. John Roberts, Inc., 6 A.D.3d 179(N.Y. App. Div. 2004) (“warning [to buyer] that making

payments to [seller] . . . instead of to [secured party] . . .would constitute a violation of the security interest, de-prived [buyer] . . . of the right to claim status as a buyerin the ordinary course of business”)

(4) Does knowledge of a prior sale (e.g., a prior sale of accounts)always preclude the subsequent transferee from taking with-out the requisite knowledge?

(i) Bowman v. Boucher, 1979 Pa. Dist. & Cnty. Dec. LEXIS 19(Pa. C.P. 1979) (knowledge of the prior sale preventsbuyer from being a buyer in the ordinary course ofbusiness)

15.2 Junior secured party’s rights on collection of collateral

(a) Direct collection of payment rights

(1) General rule on application of collections and rights of seniorsecured party (UCC § 9-608, Comment 5)

(b) Exceptions to usual priority rule that security interest in collateraland its proceeds is junior to that of senior secured party (UCC § 9-607, Comment 5)

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(c) Rights as holder in due course of an instrument under Article 3.

UCC § 9-331, see UCC § 3-305

(1) Has the junior secured party acted in “good faith” (UCC § 9-331, Comment 5)

(d) Rights as person in possession of instrument

(1) Scope

(i) Instrument issued by account debtor to debtor and thendebtor gives possession to junior secured party

(ii) Instrument issued by account debtor to junior securedparty

(2) Does not depend on junior secured party’s status as holder in

due course (UCC § 9-330, Comment 7); UCC § 9-330(d):

(3) Does not matter if the junior secured party has notice of theprior security interest (UCC § 9-330, Comment 7)

(4) Has the junior secured party in possession acted in “goodfaith” (UCC § 9-330, Comment 7)

(e) Rights as transferee of funds from a deposit account

(1) Check or other transfer made by debtor to junior securedparty from debtor’s deposit account “using” funds credited

to deposit account from checks written by account debtor;UCC § 9-332:

(2) No requirement of “good faith”

(3) Junior secured party may not act in “collusion” with debtorto violate the rights of the senior secured party

(i) “Collusion” explained in UCC § 8-503, Comment 3

15.3 Junior secured party’s right to possession of the collateral

(a) Junior secured party may take possession of collateral, but mustgive up possession to senior secured party on demand (UCC § 9-608, Comment 5)

15.4 Junior secured party’s right to sell the collateral

(a) Generally, junior secured party may dispose of the collateral(UCC § 9-610, Comment 5)

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(b) Usually, the senior secured party has the right to take over the

disposition of the collateral

(c) The junior secured party may be able to require the senior securedparty to forgo foreclosing on the common collateral under thedoctrine of marshalling

15.5 Junior secured party’s right to retain the proceeds of the disposition of the col-lateral

(a) UCC § 9-615(g) gives junior secured party rights to retain pro-

ceeds of sale as against a senior secured party parallel to rights inconnection with collection of payment rights; see UCC § 9-610,Comment 5 (quoted above)

16. Effect on secured party of failure to follow rules

16.1 Debtor’s right to enjoin secured party

(a) UCC § 9-625(a) (“If it is established that a secured party is notproceeding in accordance with this article, a court may order orrestrain collection, enforcement, or disposition of collateral on ap-propriate terms and conditions.”)

16.2 Effect on deficiency judgment (non-consumer)

(a) Secured party normally has burden of proving compliance – UCC§ 9-626(a)(2) (“If the secured party’s compliance is placed in issue,the secured party has the burden of establishing that the collec-

tion, enforcement, disposition, or acceptance was conducted inaccordance with this part.”)

(b) If secured party fails to prove compliance, deficiency is limited (if

secured party does not prove compliance “the liability of a debtoror a secondary obligor for a deficiency is limited to an amount bywhich the sum of the secured obligation, expenses, and attorney’s

fees exceeds the greater of: (A) the proceeds of the collection, en-forcement, disposition, or acceptance; or (B) the amount of pro-

ceeds that would have been realized had the noncomplying se-cured party proceeded in accordance with the provisions of thispart relating to collection, enforcement, disposition, or ac-ceptance.”)

16.3 Effect on deficiency judgment (consumer)

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(a) UCC § 9-626(b) (“The limitation of the rules in subsection (a) to

transactions other than consumer transactions is intended to leaveto the court the determination of the proper rules in consumertransactions. The court may not infer from that limitation the na-ture of the proper rule in consumer transactions and may contin-ue to apply established approaches.”)

16.4 “Rapson rule” – UCC § 9-615(f)

(a) Disposition to:

(1) Secured party

(2) “Person related to” secured party (UCC § 9-102(a)(62))

(3) Secondary obligor

(b) Applies only if very low disposition proceeds – UCC § 9-615(f)(2)(“the amount of proceeds of the disposition is significantly below

the range of proceeds that a complying disposition to a personother than the secured party, a person related to the secured par-ty, or a secondary obligor would have brought”)

(1) Secured Party should consider “market” reserve bid

(c) Deficiency limited to amount calculated based on amount thatwould have been realized in a complying disposition to a personother than one of listed persons – UCC § 9-615(f) (“The surplus ordeficiency following a disposition is calculated based on theamount of proceeds that would have been realized in a disposi-

tion complying with this part to a transferee other than the se-cured party, a person related to the secured party, or a secondary

obligor . . .”)

16.5 Damages

(a) Article 9 damages – UCC § 9-625(b) (“Subject to subsections (c),(d), and (f), a person is liable for damages in the amount of anyloss caused by a failure to comply with this article. Loss causedby a failure to comply may include loss resulting from the debt-or’s inability to obtain, or increased costs of, alternative financ-ing.”)

(b) Common law tort damages

(1) Conversion

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(2) Interference with contract

16.6 Statutory penalties when consumer goods involved – UCC § 9-625(c)

(a) Loss of:

(1) “credit service charge”

(2) 10% of secured obligation

17. Drafting suggestions

17.1 Consider terms that:

(a) Define “default”

(b) Provide for collection before “default”

17.2 Waiver of rights

(a) Limitations – UCC §§ 9-602 and 9-624

(b) De facto limits – equation of secured party’s purchase in privatesale with non-complying retention

17.3 Agreement on standards – UCC § 9-603

(a) Secured party and debtor may agree on standards for fulfillmentof rights of debtor if standards are not “manifestly unreasonable”

(b) Examples of drafting provisions

(1) Preparation of collateral

(2) Manner of notice

(3) Location of notice

(4) Compliance with SEC rules

Friday, November 11, 2011; 11:09 AM

PROFESSIONAL EDUCATION BROADCAST NETWORK

Speaker Contact Information

UCC Article 9/Foreclosure of Personal Property,Part 1 & Part 2

November 15 & 16, 2011

Steven O. WeiseProskauer Rose, LLP – Los Angeles(o) (310) 284-4515sweise@proskauer.com

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Early Registration Discount By 11/9/2011 Registrations Received After 11/9/2011

VBA Members: $70.00 Non VBA Members/Atty: $80.00

VBA Members: $80.00 Non-VBA Members/Atty: $90.00

NO REFUNDS AFTER November 9, 2011

PLEASE NOTE: Due to New Hampshire Bar regulations, teleseminars cannot be used for New Hampshire CLE credit

PAYMENT METHOD:

Check enclosed (made payable to Vermont Bar Association) Amount: Credit Card (American Express, Discover, MasterCard or VISA) Credit Card # Exp. Date Cardholder