Oklahoma City University School of Law

From the SelectedWorks of Alvin C. Harrell

2006

Bank Accounts and Payment Transactions - TheLaw of Deposit Accounts under UCC Articles 3and 4Alvin C. Harrell, Oklahoma City University School of Law

Available at: https://works.bepress.com/alvin_harrell/41/

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Bank Accounts and PaymentTransactionsThe Law of Deposit Accounts Under UCCArticles 3 and 4By Alvin C. Harrell

he bank-customer relation, while fundamentally one of

debtor-creditor and agent-principal, also may involve theTlaw of negotiable instruments (including ownership claims,

holder and HDC status, liability on the instrument, and warran-ty claims), Article 4 rights and obligations, provisions of thedeposit agreement,2 security interests3 and various other UCCprovisions.4 A lawyer might logically conclude, then, that Arti-cles 3 and 4 constitute a comprehensive law of bank accounts.But is that correct?THE UCC AS A LAW OF BANKACCOUNTS

UCC Articles 3 and 4 are not a law of depositaccounts per se, but their provisions governmany, perhaps most, deposit account issues.As noted here, a bank account is essentially anaccounting ledger that registers transactionsbetween a debtor (the bank) and creditor (thecustomer). Those transactions are effectuatedby deposits and withdrawals from the account.Subject to various electronic exceptions gov-erned by other law,- these deposits and with-drawals involve "items" under UCC Article 46and in many cases these items are also"instruments" under UCC Article 3.7 Article 3provisions continue to apply after aninstrument becomes an item under Article 4.8Articles 3 and 4 thus constitute a basic law ofbank accounts, governing the deposit,collection, and payment transactions that arethe essence and purpose of the deposit accountrelationship. 9

ISSUES NOT COVERED BY THE UCC

Of course, Articles 3 and 4 do not compre-hensively cover every aspect of the bank-cus-tomer relation. Among the issues not covered(or not covered exclusively) are: (1) creditorprocess, such as garnishment; (2) set-off,account freezes and some third-party claims;10

(3) account ownership issues, e.g., regardingjoint tenancy accounts;" (4) security interests(governed partly by UCC Article 912); (5) BankSecrecy Act, privacy and money-launderingissues (subject to extensive federal law cover-age); and (6) electronic payment issues. Theseissues are governed extensively by other law,though with varying degrees of uniformity,clarity, and simplicity (and therein lies oneargument for a new uniform law of bankaccounts). But current Articles 3 and 4 governthe basic bank-customer relation to a degreethat may be surprising to some; and to thisextent may be said to already constitute thebasic law of deposit accounts.

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ARTICLE 3 AND 4 PROVISIONSGOVERNING DEPOSIT ACCOUNTS

Introduction

Article 4 Part 4 (Relationship Between PayorBank and Its Customer) obviously governsdeposit account issues and the bank-customerrelation. These provisions are discussed insome detail elsewhere and that will not berepeated here. 3 But which other Article 3 and 4provisions (aside from the usual negotiableinstrument rules) directly cover bank accountand bank-customer issues?

The 2002 amendments to the uniform text ofArticles 3 and 4 at sections 3-416(a)(6), 3-417(a)(4), 4-207(a)(6), and 4-208(a)(4) (andrelated definitions at section 3-103), governingremotely-created consumer items (sometimescalled "telephone drafts"), affect the bank'srelation with its customers concerning unau-thorized drafts. This has been largely super-seded by amendments to Federal ReserveBoard (FRB) regulations,14 and is even beingomitted from some proposed enactments ofthe 2002 amendments. However, it is anotherexample of Article 3 and 4 provisions directedat the bank-customer relation.

Article 3

Elsewhere in Article 3, section 3-110 deter-mines to whom an instrument is initiallypayable. This can be important in determiningwhether an instrument has been indorsed andis therefore properly payable by the payorbank under section 4-401. Section 3-114 (con-tradictory terms), section 3-115 (incompleteinstruments), and section 3-117 (other agree-ments affecting the instrument) may have asimilar effect and may affect the payor bank'srights under section 4-407.

Se-tion-3-116-(joint-and several liability) and-section 3-419 (accommodation parties) areexamples of Article 3 provisions that mayaffect the depositary bank's ability to enforcedishonored checks against parties liable on theinstrument," and also may affect whether anitem is properly payable by a payor bankunder section 4-401. Section 3-118 (Statute ofLimitations) likewise may affect these issues. 6

In Article 3 Part 2, the rules governingindorsement ( e.g., sections 3-204, 3-205, and 3-206) may determine whether an item is prop-erly payable under section 4-401, and also mayrelate to the issue of liability on the instrument

( e.g., allowing recovery of an overdraft by thedepositary bank) under section 3-415. Lotsmore can be (and has been) said about theimpact of these provisions on the collectionand payment of items by banks (and hencedeposit account transactions). Section 3-207(reacquisition) enables a depositary bank toreassert a prior holder status as a means to col-lect an overdraft created by a returned (dis-honored) item.17

In Article 3 Part 3, in addition to the impor-tant HDC rules, 8 section 3-301determines whois entitled to enforce an instrument, againimplicating the properly payable standard forpayor banks at section 4-401. Likewise section3-308 has an important effect on procedural(burden of proof) issues relating to the enforce-ment of such items.

Sections 3-309, 3-310, 3-312, and 3-412 impacta bank's liability on the bank checks it issues(cashier's checks, money orders, teller'schecks, and certified checks 9). While notdirectly a bank account issue, these checkscome with that territory and are considered apart of the law of bank accounts.

Article 3 Part 4 deals with the liability of par-ties to negotiable instruments, including basicissues such as the rules governing signatures(section 3-401), agents (section 3-402), forgeries(section 3-403), imposters and fictitious payees(section 3-404), and employees who forge theiremployer's indorsements (section 3-405). Basicestoppel principles are further codified at sec-tion 3-406, and alterations are governed by 3-407. All of these rules relate to common bankaccount transactions, and problems, e.g., theissue of properly payable under section 4-401.

The remainder of Article 3 Part 4 (sections 3-408 - 3-419) deals with liability on the instru-ment, which- as noted affects the-ability of-adepositary bank to recover overdrafts causedby returned items, and also may affect whetheran item is properly payable by the payorbank. 0 Section 3-420 (conversion) uniquelyaffects deposit account issues, e.g., by makinga depositary bank liable for accepting depositof an item with a forged indorsement.

Article 3 Part 5 applies directly to the payorbank-customer relation, supplementing theArticle 4 Part 3 rules (and section 4-215) onfinal payment, payor bank "accountability,"dishonor, and the midnight deadline. Article 3Part 4 defines "presentment" (section 3-501),

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"dishonor" (section 3-502), and evidence ofdishonor (section 3-505); it also defines andimposes notice of dishonor requirements (sec-tion 3-503); and it provides excuses for a failureto give notice of dishonor (section 3-504).These provisions are relevant to whether anitem is properly payable by the payor bankunder section 4-401, whether the payor bankhas properly dishonored an item under section4-301 or has become accountable under section4-302, and whether the depositary bank canenforce the liability of the parties to a returneditem under sections 3-414 and 3-415.

Article 3 Part 6 (Dis-charge and Payment)similarly relates to thebank-customer rela-tion, by providing fordischarge of the liabili-ty of all parties to theinstrument upon itspayment by the payorbank, subject to speci-fied exceptions.2 Thismeans that a payorbank does not becomethe holder of an itemthat it pays,2 as pay-ment discharges all lia-bility on the instrumentand no one is subse-quently entitled toenforce it.' The payorbank is therefore limit-ed to recourse againstits customer under sec-tion 4-401 and the

* deposit agreement,unless there is a breachof warranty or restitu-tion claim against priorholders.24 As betweenthe payor bank and itscustomer, this largelyimposes the risk of pay-ing an improper itemon the payor bank, sub-

y4?DI) Article 4 relates

and obviouslybank-customer

F:'-U-

ject to possible preclusions on the customer.'This represents a fundamental element of thebank-customer relation.

Section 3-602 also includes the Article 3adverse claims procedure, designed to providean orderly legal regime covering third partyclaims without undue interference in the pay-ments system. While section 3-602 speaks in

r

terms of claims to instruments (for that is thelimit of Article 3's scope), it is made applicablein appropriate Article 4 cases by section 4-102(a). So a court could apply section 3-602 tothird party claims against a. bank account,directly or perhaps .by analogy in the right

.kind of case.26 While the precise scope of sec-tion 3-602 may not be clear in the context ofclaims against the deposit account (as opposedto an item drawn against it), there is undoubt-edly an important role for that section to playin terms of the bank-customer relation.

The remainder of Article 3 Part 6 (Tender ofPayment; Discharge by

Cancellation or Renunci-

directly ation; Discharge of Sec-ondary Obligors) mayto the affect the bank-customerrelation, though thateffect is likely to be at theelatin.p.periphery fthe relation-ship..

'7 Article 4

Article 4 relates direct-ly and obviously to thebank-customer relation,devoted as it is tothe essential deposit,collection, and paymentfunctions of depositaccounts. Again, these

4 issues are discussedextensively elsewhere,"so they need be notedonly briefly here, with anemphasis on the Article 4provisions broadlyaffecting bank accountsand the bank-customerrelation.

Section 4-102 is anexample, incorporatingArticle 3 (and thus thelaw of negotiable instru-ments) into the bank-customer relation (see

section 4-102(a)) and providing a choice of lawrule (focused on the situs of the bank) to covermost bank account issues (see section 4-102(b)).2 Section 4-103 then recognizes the roleof party autonomy, allowing variation of Arti-cle 4 provisions by agreement of the parties(excepting duties of good faith and ordinarycare aid limitations on liability).2' Section 4-

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103(b)'and (c) recognize the effects of FRB reg-ulations and operating circulars, and section 4-103(d) emphasizes that reasonable bankingprocedures are not disapproved merelybecause they are not approved or specified inArticle 4. Section 4-103(e) specifies the measureof damages for a failure to exercise ordinary.care or good faith. These rules relate directly tothe bank-customer relation with regard todeposit accounts, as do the definitions at sec-tions 4-104 and 4-105.

The remainder of Article 4 Part I is similarlyapplicable to bank accounts. Section 4-106 gov-erns the. status of thebank as to "payablethrough" items; section4-107 determineswhether a branch office Ths pis treated as a separate comprehensbank for some purpos-es; section 4-108 deter- [ anmines whether itemsare received within a collectingiven banking day; sec-tion 4-109 excuses thebank for certain delays;section 4-110 governselectronic presentment;and section 4-111 is theArticle 4 statute of lim-itations (three years). °

All of these are essen-tially bank accountissues.

Article 4 Part 2 focus-es on the bank-cus-tomer relation in thecontext of depositaryand collection transac-tions (i.e., where thebank is acting as adepositary or interme-diary bank). These pro-visions comprehen-sively govern the rightsand duties of collectingbanks with regard tothe deposit and collec-tion of items throughthe bank collection sys-tem.

Section 4-201 establishes the agency status ofcollecting banks and the provisional status ofdeposit transactions. Section 4-202 imposes a

roiveilddig

duty of ordinary care, which can be met by thecollecting bank acting within its midnightdeadline. Section 4-203 deals with the effects ofcustomers' (and others') instructions, and sec-tions 4-204 and 4-206 govern the methods ofsending and presenting items. Section 4-205allows a depositary bank to be the holder (andthus a HDC) of an unindorsed item.

Sections 4-207 through 4-211 deal with war-ranties and security interests in depositeditems, and section 4-212 deals with present-ment by notice of certain collection items. Sec-tion 4-213 governs the medium and time of set-

tlement, and section 4-214 recognizes thebank's right of charge-isions back for deposited itemsthat are dishonored. Sec-govern the tion 4-215 determineswhen an item is finallyuties of paid (e.g., when provi-sional settlement *under

ianks... section 4-201 becomesfinal payment under 4-215).

Article 4 Part 3 gov-erns the bank-customerrelation in the context ofpayment (as opposed todeposit) transactions,i.e., where the bank isacting as a payor bankin the bank-customerrelation. Here the issuesare whether the bankhas properly dishon-ored items that werepresented for payment-but were not paid (sec-tion 4-3o131), whetherthe bank has becomeaccountable for itemsnot properly dishon-ored within the mid-night deadline (section4-302), and whethernotice to the bank of astop-payment order,legal process or set offcame too late to preventpayment of an item pre-

sented to the bank (section 4-303). All of theseare distinctly and directly deposit accountissues.

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Article 4 Parts 1-3 thus relate directly to thebank-customer relation in the conduct ofdeposit account transactions, a relationfocused on the deposit and payment of itemsin or on bank accounts. Article 4 Part 4 isfocused even more directly on the bank-cus-tomer relation (and is even titled as such),dealing with such obvious bank account issuesas: the bank's entitlement to charge its cus-tomer's account (section 4-401); bank liabilityfor wrongful dishonor (section 4-402); stoppayment orders (section 4-403); payment ofstale checks (section 4-404); death or incompe-tence of the customer (section 4-405); the cus-tomer's duty to discover and report forgeriesand alterations (section 4-406); and subroga-tion of the bank to the rights of others when itis caught in the middle of payment disputes(section 4-407). Article 4 Part 5 then deals withthe gollection of documentary drafts.

Obviously Article 4, supplemented by Arti-cle 3, is a comprehensive bank collection code(at least as to Article 4 "items"). Because thesedeposit, collection, payment and dishonortransactions form the heart of the bank-cus-tomer relation, and the purpose of bankaccounts generally, this can be regarded as thestatutory foundation for deposit account trans-actions, i.e., the primary law of bank accounts.

WHAT ISN'T COVERED?

Clearly Articles 3 and 4 cover extensiveswaths of the bank-customer relation, includ-ing the fundamental elements of deposit andpayment (and therefore bank account) transac-tions. So what is left, outside of Articles 3 and4, for other bank deposit-related laws to cover?Well, the six categories of issues noted supra atnotes 10-12. But each of these deserves. furtherscrutiny, before concluding that something ismissing from the current arrangement of theselaws that requires a further codification of thelaw of bank accounts.

Creditor process (such as garnishment orother variations of attachment) represents ameans for third parties to assert a claim againstthe bank's obligation to repay deposited fundsto its customer. This is essentially attachmentof a chose in action, and is a traditional part ofthe law of creditor remedies. As such, it is sub-ject to extensive regulation under establisheddebtor-creditor laws, consumer protectionstatutes and even the U. S. Constitution.

This area of debtor-creditor law is quite well-developed, easily pre-dating UCC Articles 3and 4 and the law of bank deposits generally.While it is largely a matter of state law, andwith its many state and local variations is anarea of law that would benefit from greateruniformity, it is largely a matter of local inter-est and procedure; moreover, it is also exten-sively covered by federal law and fits withinan overall, comprehensive package of stateand federal debt collection laws. It would be amajor undertaking, and perhaps not entirelyproductive, to seek the severance of the debtor-creditor laws governing garnishment of bankaccounts from the broader body of garnish-ment, attachment, and debtor-creditor lawsand procedures in order to graft it separatelyonto the law of bank accounts.

But what about set-off, account freezes andthe like? Surely these are uniquely deposit-related issues that need to be addressed as partof a more comprehensive law of bankaccounts. Well, yes and no. First, it should bereiterated that a bank account is not "money"in any except the broadest lay sense. It is aform of debt, an obligation to repay moneypursuant to the deposit contract and other law(primarily UCC Articles 3 and 4). Until thatobligation to repay is breached, there is noactionable event. Thus, an uncommunicated"hold" or "freeze" on a deposit account has nomore external effect than if any other debtorwakes up one morning and decides that he orshe is going to default on some future pay-ment. In other words, an uncommunicatedaccount "hold" or "freeze" causes no damagesexcept those already covered under UCC sec-tion 4-402 (wrongful dishonor). This arguesagainst the need for a separate statute or causeof action covering such holds.

Nor is an account freeze a form of conver-sion, because money loaned to a debtor (here,the bank) becomes the property of the debtorand one cannot convert his or her own proper-ty.32 Thus an account freeze is essentially aninternal bank accounting procedure, with noimpact on the bank's customer unless anduntil it results in a wrongful dishonor or otherbreach of contract.3 When that occurs, Article 4(and in particular section 4-402) comes intoplay and resolves most issues. Thus accountfreeze controversies usually revolve aroundwrongful dishonor issues, and are decided (orshould be) under section 4-402.1 This seems anadequate basis for resolving these issues, and

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suggests that separate coverage outside Article4 is not appropriate or needed.

But what of set-off? This again is a long-standing remedy, predating the law of bankaccounts and existing as part of a broader areaof debtor-creditor law. But for practical reasonsset-off issues often arise in the context of bankaccounts. Should there be additional, separaterules governing these issues?

As with garnish-ment, the basic ele-ments of the law ofset-off are well estab-lished .35 Elementssuch as mutuality,maturity of the debts,identity of the parties,and the differencesbetween treatment ofgeneral and. specialdeposits are well set-tled and under-stood.36 Perhaps theissue that has beenthe most nagging isthat of priority, e.g., asbetween a bank mak-ing set-off against ageneral account (or aspecial account)known to containfunds being claimedby a third party ( e.g.,a garnishor or anArticle 9 securedparty claiming thebank account as pro-ceeds). Again, how-ever, these issues areeasily resolved undercurrent law, either inthe form of tradition-al case law distinctions37 or (in the case of secu-rity interests) by the 1998 UCC Article 9 revi-sions.' There does not appear to be much leftover in the way of unaddressed or unresolvedpriority issues. The same is true with regard tosecurity interests in deposit accounts, nowmostly covered by Article 939

Bank Secrecy Act, privacy and related issuesare governed extensively by other law (includ-ing federal law that would pre-empt any con-tra state law), and electronic payments are like-wise the subject of separate, comprehensive

legal coverage. While improvements in theseareas could certainly be made, in terms of sim-plicity, clarity and perhaps even uniformity, itis not clear that a law governing the tradition-al bank-customer relation is the place to do it.

This leaves the laws governing ownership ofbank accounts, e.g., joint tenancy issues. This isoften cited as an example of needed lawreform, and often is at the heart of the bank-

customer relation.Indeed, Article 3 cur-rently provides impor-tant guidance as tosome such issues,"though this is limitedto instruments anddoes not extend tobank accounts gener-ally (except possiblyby implication or anal-ogy).

But once again theseissues are part of abroader law, in thiscase the law of proper-ty, that is well devel-oped and largely pre-dates bank depositlaws." It would be atleast cumbersome, andpossibly counter-pro-ductive, to sever thesebasic property lawconcepts from theirroots in order to createa new and separateproperty law of bankaccounts. In thisregard it should benoted yet again that abank account is notproperty of the cus-

tomer in any tangible sense; rather it is a chosein action, a creature of contract law evidencinga debtor-creditor relation. While state propertylaw concepts generally translate well to thiscontext in this instance, and other state laws(such as banking codes) may help bridge thegap between property and contract law con-cepts, it remains relevant that joint tenancy lawand related concepts have a long history in thelaw of property and may not be easilyremoved from that context. Arguably it is notsomething to be done without careful consid-eration and compelling evidence of need.

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CONCLUSION

Two general observations from all of thisremain to be said in conclusion. First, the needfor a further codification of the law of bankaccounts, being so ably asserted by somenotable authorities in the field,4 may not be soapparent as it first seems. While many of uswould like to see development of a clear, sim-ple, uniform and comprehensive law of bankaccounts, to complement UCC Articles 3 and 4(and 9), as usual with such things it is easiersaid than done. Articles 3 and 4 already consti-tute a law of bank accounts,.and it may be thatsome of the reasons why certain related issuesare outside Articles 3 and 4 retain some validi-ty. As always; caution is warranted when con-sidering changes to a payments system thathas worked so well for more than three cen-turies and continues to do so to this day.

Second, despite the seemingly inevitabletrend toward increasing federalization (andregulation) of traditional state law issues, andthe comprehensive authority of federal agen-cies to thusly expand their own authority, thelaw of bank accounts and payment transac-tions remains largely the province of state law.In the case of bank accounts and traditionalchecking transactions, this means UCC Arti-cles 3 and 4, which constitute the basic law ofbank accounts and continue to govern thelarge majority of traditional issues in paymenttransactions. Ultimately, long-term trends may.change this, but for now Articles 3 and 4remain the primary law of bank accounts.

1. See, e.g., Article 4 Part 4.2. See § 4-03.3. Under Article 4 (see, e.g., § 4-210), and Article 9 (see, e.g., §§ 9-

102(a)(29), 9-104, 9-109, 9-203, 9-304, 9-309(7), 9-310(b)(8), 9-312, 9-314,9-327, 9-332, 9-340, and 9-341).

4. E.g., the adverse claims procedure at § 3-602.5. E.g., Article 4A, Federal Reserve Board Regulation E. Regulation

E is discussed elsewhere in this Symposium.6. See § 4-104(a)(9).7. See § 3-104.8. See § 4-102(a).9. See generally Fred H. Miller and Alvin C. Harrell, "The Law of

Modem Payment Systems and Notes" [ 9.05 (2002) ("The Basic Lawof Bank Accounts").

10. But see K" 3-602 (adverse claims) and 4-303 (legal process, setoff). See also § 9-340 (set-off).

11. But see § 3-116 (joint and several liability).12. See supra note 3.13. See, e.g., supra note 9, Ch. 9.14. See, e.g., 70 Fed. Reg. 71218 (Nov. 28,2005), amending FRB Reg-

ulations CC and J; Alvin C. Harrell, "Price v. Neal Revisited, UCC andFRB Revisions Impact Bank Accounts and Transactions," 61 ConsumerFin. L. Q. Rep. 309 (2006). This issue is also discussed elsewhere in thisSymposium. See Charles Cheatham, "Fed's Warranty of Authorizationfor Telephone Checks, infra this issue.

15. See also §§ 3-408 - 3-417. See Miller and Harrell, supm note 9.16. See also, e.g., the time limit periods in § 4-111, and §§ 3-312,3-

141 - 3-417, 4-104(a)(10), 4-202,4-215,4-301, 4-302, 4-303, 4-403,4-404,4-405, and 4-406.

17. See Miller and Harrell, a= note 9.18. E.g., sections 3-302 - 3-308.19. See also §§ 3-104, 3-408, 3-409 - 3-414.20. This may also affect the bank's subrogation rights under § 4-

407.21. See § 3-601 and 3-602.22. See §§ 1-201(a)(21)(A), 3-201.23. Id. See also §§ 3-201, 3-301, 3-408 - 3-415.24. See §§ 3-416, 3-417, 4-207, 4-208, 3-418 and 4-302.25. E.g. §§ 3-401 - 3-408,.§ 4-406. See also § 4-407 (possible bank sub-

rogation rights).26. See also § 4A-503 (similar rule as to third party claims against

Article 4A wire transfers).27. See, e.g., Miller and Harrell, supra note 9, Chs. 8 and 9.28. On choice of law, see also UCC § 1-301, and §§ 9-301 - 9-307.29. Section 4-103(a). See also § 1-302. This deference to private

autonomy has been the focus of some criticism by scholars who prefera more regulatory approach. See, e.g., A. Brooke Overby, "Check Fraudin the Courts After the Revisions to U.C.C. Articles 3 and 4," 57 Alaba-ma L. Rev. 351 (2005).

30. Cf. § 3-118. See also supra note 16.31. See also Article'3 Part 5.32. Cf. § 3-420.33. Of course, the impact in bankruptcy may be different because

of the automatic stay and related issues. See, e.g., 11 U.S.C. §§ 361-363.In addition, communication of an account freeze may constitute ananticipatory repudiation of the deposit contract under contract law.

34. Cases seemingly to the contrary are typically focused on thenotion that the bank's behavior was so egregious as to constitute anindependent tort. The reasoning of such cases is often a bit loose butin essence typically follows a wrongful dishonor pattern. See, e.g.,Beshara v. So. Nat. Bank, 928 P.2d 280 (Okla. 1996); Twin City Bank v.Isaacs, 672 S.W.2d 651 (Ark. 1984).

35. See, e.g., Miller and Harrell, supra note 9, j1 9.05 and 9.06.36. Id. See also, e.g., Alvin C. Harrell, "Security Interests in Deposit

Accounts: A Unique Relationship Between the UCC and Other Law,"23 U.C.C. L.J. 153,155-65 (1990).

37. See, e.g., Walter v. National City Bank of Cleveland, 330 N.E.2d 425(Ohio 1975).

38. See &Mpr note 3. These revisions generally were effective July 1,2001.

39. See id., and § 9-109(a), (c)(10), (c)(13); Miller and Harrell, supranote 9, 1 9.06[4].

40. See §§ 3-110, 3-116.41. See, e.g., R. David Whitaker, "Special Considerations Related to

Joint Deposit Accounts," 47 Consumer Fin. L.Q. Rep. 138 (1993); Millerand Harrell, supra note 9, 1 9.0512][c].

42. See, e.g., Joseph H. Sommer, Why Worry About Bank Accounts(unpublished manuscript) (2006). At this writing the National Confer-ence of Commissioners on Uniform State Laws, in conjunction withthe Permanent Editorial Board of the UCC, has established a studycommittee to consider whether further codification in this area of lawis warranted.

ABU TH UTO

FAlvin C. Harrell is a professorof law at OCU School of Law andpresident of the" Home Savingsand Loan Association ofOklahoma City. He is a co-authorof a dozen books, including "TheLaw of Modem Payment Systemsand Notes" (with Professor FredH. Miller). Professor Harrell

chairs the UCC Legislative Review Subcommitteeof the Oklahoma Bar Association. He also chairs anABA UCC Committee Task Force on StateCertificate of Title Laws, and is the Reporter for theUniform Certificate of Title Act (UCOTA).

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