【正文】 Secured Transaction Richard Colson I. Introduction In the business word, a promise to pay is rarely enough. The promise wants to be secured. This is the basis of the concept of the secured transaction. The best know security device is the mortgage on real (immovable) property. The mortgage secures the promise of real property owner to repay the loan of the financier. Personal (movable) property is used in a variety of methods to secure an indebtedness or a promise to pay in the future. Most of these methods are regulated by Article 9 of the Uniform Commercial Code (UCC),as amended in 1974, which has been adopted (with some modification) by all . jurisdiction, except Louisiana. The codification has superseded most prior legislation and the earlier mom law of secured transaction. Concept like conditional sale (in which the seller ownership) and chattel mortgage (in which personal property is mortgage) have bee obsolete. This paper deals with security devices that, in accordance with UCC Article 9, are created by express agreement, socalled consensual liens. It does not deal with security devices that are created by law, such as a bank’s right to sell off a customer’s balance on deposit against claims that the bank may have against the customer, or the lien , That a warehouseman has against a party who owes storage fees, or a mechanic’s lien, an innkeeper’s lien, or lawyer’s lien. These security rights are created by law, not by agreement between the parties. Practically speaking, they do not arise unless asserted. There is, however, one security device that arises automatically, namely a court judgment. A court judgment creates a lien against the property of the party against whom the judgment is rendered. In most jurisdictions, the lien attaches automatically to real property owned by a judgment debtor, while some further administrative procedures are required to attach the to personal property. Article9 of the UCC is a very plex and detailed piece of legislation. Legal scholar and courts have devoted a great deal of attention to it. Here is an outline of the topic in the most general terms. One who wishes to acquire a piece of a business must first inquire whether the property or business is encumbered with a statutory lien, or whether it is the subject of a secured transaction. This search, which must be conducted in various governmental offices, is generally entrusted by attorney for the buyer to one of a number of organizations in this filed. If a debtor bees bankrupt, a secured creditor has a preferential position. This one of the principal reasons for securing a transaction. The property or property right that is used to secure a promise is called collateral property, or collateral, for short. Accounts receivable, chattel paper, and even growing crops may be collateral. The word chattel is an old English word that denotes personal (movable) property. The official ment to of the UCC illustrates the meaning of the term chattel paper. It is quoted here because it also illustrates other pertinent concept. “A dealer sells a tractor to farm on a conditional contract. The conditional sales contract is a security agreement, the farmer is debtor, the dealer is the secured party, and tractor is the collateral. But now dealer transfers the contract to his bank, either by outright sale or to secure a loan. Since the conditional sales contract is a security agreement relating to specific equipment, the conditional sales contract is now the type of collateral called chattel paper.” Any property having value may be used as collateral .If the purchase of a property is financed, the very property may be used as collateral. For instance, if the shares of a corporation are sold, the seller may retain ownership of shares until they are fully paid for (in which case he is said to a purchase money security interest):or, if the purchase is financed by a third party, the shares may be transferred as collateral to such third party. A security agreement must be in wringing in order to be binding between the parties. In order to be binding on third parties, it must be publicly disclosed by filing a financing statement (See Section 3, below) or by physical manifestation of delivery. The subject matter of secured transactions is of interest to foreigners doing b