Course · Interpersonal Skills
Commercial Law and Secured Transactions
How goods are sold, paid for and financed: the contract of sale, when property and risk pass, remedies, good-faith buyers, security interests and their priority, enforcement on default, negotiable instruments, letters of credit and guarantees.
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Every business lives on small transactions: stock is bought on credit, a bank lends against it, customers pay, and sometimes the buyer cannot pay and everyone arrives at once. Commercial law decides who owns the goods, who bears the loss when they are destroyed, which of several honest creditors is paid first and what happens when a promise to pay turns out to be worthless. It is a different kind of law from the contract and property you studied first, because it is built for strangers who must trust documents, registers and records. This course follows a deal from the sale to the day it fails, in the common-law tradition and in plain terms, with the civil-law and international contrasts marked where they help. It uses invented businesses and figures, and three working tools to apply the rules.
The Curriculum
The map of commercial law: goods, money and credit, the sources of the law, its guiding principles and the life of a commercial deal→
Sale, credit and payment as one system, the sources of commercial law, its guiding principles and the life of a deal. Practice: Which Part of the Map, First Question and Spot the Commercial Law Mistake.
The sale of goods: what a sale is, formation, the implied terms, when property passes, retention of title and who bears the risk→
What a sale is, formation, implied terms, when property passes, retention of title, risk, delivery and payment. Practice: Which Implied Term, When Does Property Pass, Spot the Sale Mistake and the Property and Risk Passer.
Remedies in the sale of goods: the unpaid seller, the disappointed buyer, rejection and acceptance, damages, cure and what international sales do differently→
The seller’s remedies, the buyer’s remedies, rejection and acceptance, damages, cure and the international approach. Practice: What Can the Buyer Do, What Can the Seller Do, Spot the Remedy Mistake and the Sale Remedy Finder.
Title and the good-faith purchaser: nemo dat, the exceptions, void and voidable title, documents of title and how civil-law systems protect buyers→
The nemo dat rule and its exceptions, void and voidable title, documents of title, and good-faith acquisition in civil-law systems. Practice: Who Keeps the Goods, Void or Voidable and Spot the Title Mistake.
Secured credit: why lenders take security, the traditional devices and the functional approach, collateral, attachment and perfection→
Why lenders take security, the old devices and the functional approach, collateral, attachment and perfection. Practice: Attachment or Perfection, Is It Secured and Spot the Security Mistake.
Priority, default and enforcement: who is paid first, purchase money security, buyers, proceeds, insolvency and how a secured party enforces→
Priority among competing claims, purchase money security, buyers and proceeds, insolvency, and enforcement on default. Practice: Who Is Paid First, Enforcement Allowed or Not, Spot the Priority Mistake and the Priority Ranker.
Payments, negotiable instruments, letters of credit and guarantees: how money moves, who bears the loss and how to make a promise to pay safe→
How money moves, negotiable instruments and the holder in due course, the bank and its customer, letters of credit and guarantees. Practice: Can the Holder Collect, Which Method Protects Whom and Spot the Payment Mistake.
Capstone: Capstone: Brightwater Cycles→
A bike shop that fails, a supplier that never registered, six faulty batteries, a bank that filed first and a guarantor whose terms were varied. Pass the property, choose the remedies, rank the claims and plan the enforcement.
What It Covers
“You will be able to say, for any commercial deal, who owns the goods, who bears the risk, who has priority if it fails and what each party can do about it.”
- Follows the deal: a six-question order of thought (what was the deal, what terms, when did property and risk pass, how was payment made, who has security, who has priority) that works on every problem in the course and the capstone.
- Teaches priority, the heart of commercial law, with a working ranker: perfected against unperfected, purchase money security, buyers in the ordinary course, the trustee and the unsecured creditor.
- Three tools with invented data: a Property and Risk Passer, a Sale Remedy Finder and a Priority Ranker, each showing how the answer changes when a fact does.
- Honest about limits: commercial law differs between the Uniform Commercial Code, the personal property security acts, older English-style systems and civil-law codes, so the course teaches structure and reasoning and does not state any one country’s rules.
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Step 9 of 10 in the Foundations of Law, Year 3
Remedies, regulation and the world beyond one country: administrative, international, cross-border, employment and immigration law. Each course is sold on its own; the whole program is $69 once and unlocks every course in it.
See the whole programModule 1 is free to try. Sign in, pass each module quiz and the course average, and your Certificate of Completion is emailed to you automatically. This course teaches method and technique with invented people and figures; it is general education, not legal advice, and professional rules differ from country to country.
Common questions
- Which legal system does it follow?
- It is written mainly in the common-law tradition, in jurisdiction-neutral terms with invented businesses, and notes where the Uniform Commercial Code, the personal property security acts, the English statutes, the international sales convention and civil-law systems differ.
- How is it different from Business Law and Contract Law?
- Contract Law teaches how promises are formed and broken, and Business Law covers entities and governance. This course covers the transfer of goods and ownership, credit and security, payment instruments and priority among competing claimants. It points to the other courses where the subjects meet.
- Is it useful for the bar exam or for practice?
- Yes. Sales, secured transactions and negotiable instruments are tested in many bar and qualifying examinations, and they are central to lending, supply and insolvency work. Check your own jurisdiction’s rules, which differ.
- Are the tools real data?
- No. All businesses, people and figures are invented. The tools use simplified rules to show structure and cannot tell you what a court will do.
- Does it cover consumer protection or insolvency law in full?
- No. It notes where consumer rules and insolvency rules change the commercial position, but it concentrates on dealings between businesses.
- How do I get the Certificate of Completion?
- Sign in, pass each module quiz and keep a course average of at least 75. The certificate is then issued and emailed to you automatically.
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