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UCC-3 Termination Statements
Preparation of UCC-3 termination statements may be thought of as ministerial work best left to paralegals or administrative staff. After long days and nights of negotiating and documenting a financing transaction, lenders, lawyers and business people may be too willing to rely on the diligence of others and not closely review the UCCs themselves. They do this at their peril. In a recent case, two large law firms and a major corporation failed to scrutinize a UCC-3 termination statement and may have inadvertently allowed $1.5 billion in indebtedness to become unsecured.
In that case, In re: Motors Liquidation Company, 755 F.3d 78, 86 (2d Cir. 2014), the Delaware Supreme Court considered the payoff of a “synthetic lease” by General Motors Corporation (“General Motors” or “GM”), which required several UCC-3s to be filed to terminate liens on synthetic lease collateral. However, inadvertently included in that batch of UCC-3 termination statements was one that terminated a UCC-1 financing statement ' referenced only by its eight-digit filing number ' that was the principal UCC-1 securing a General Motors term loan that was 10 times the size of the synthetic lease and wholly unrelated to it.
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