учебный год 2023 / Helsen, Security in Movables Revisited. Belgium’s Rethinking of the Article 9 UCC System

obligation, based on Article 1188 CC. This article allows creditors to demand immediate performance when the debtor has taken actions that reduce the security he had granted by contract. Such a clause based on Article 1188 CC could not, however, be stretched to a general insecurity clause, as it can only be triggered by actions taken by the debtor and not by external factors.

Foreclosure upon default requires that, in one form or another, possession of the collateral be taken from the debtor.126 Before going into the different means of foreclosure and execution, this issue of repossession must therefore be discussed. As a general matter, both Belgian law and the UCC impose an obligation of good faith in the execution and enforcement of contracts.127 If the debtor resists repossession and/or foreclosure upon the pledged asset, the secured party will in both jurisdictions have to turn to the courts and obtain a ruling. Based on this ruling, the sheriff or gerechtsdeurwaarder will repossess the collateral.128 In addition to these possibilities of agreement between debtor and creditor on the one hand and judicial process on the other, US law provides for a third way of repossessing collateral.129 This third way essentially allows for any measures without the debtor’s consent, on the condition that there is no breach of the peace.130 The UCC does not define what actions constitute a breach of the peace, leaving it up to the courts to continuously develop this concept. It is, however, interesting to note that the secured creditor cannot escape liability for breach of the peace by employing the services of outside contractors in the repossession, commonly known as repo men.131

126Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, p 57.

127Belgian law: Art. 1134 CC; US law: §1-304 UCC; C. CARTER, et al., Repossessions (Boston, MA: National Consumer Law Center 2013), p 25.

128Belgian law: Art. 1516 Judicial Code; P. DAUW, Burgerlijk procesrecht (Antwerpen: Intersentia 2010), p 467. See also E. DIRIX, ‘Overzicht van rechtspraak. Beslag en collectieve schuldenregeling (2002–2007)’, 4 TPR 2007, p 2134.

US law: Under US law, this kind of action is usually designated as ‘replevin’, see i.a. C. CARTER, et al., Repossessions (Boston, MA: National Consumer Law Center 2013), p 141; P. COOGAN, et al., Secured Transactions under the Uniform Commercial Code (Albany, NY: Matthew Bender & Company 2014), §2.02 (3), www.lexisnexis.com

129Belgian law: Arts 47 and 54 Pledge law; US law: §9-609(b) UCC; P. COOGAN, et al., Secured Transactions under the Uniform Commercial Code (Albany, NY: Matthew Bender & Company 2014), §2.02 (3), www.lexisnexis.com; W. BORGES (ed.), Manual of Credit and Commercial Laws

(Columbia, MD: National Association of Credit Management 2002), pp 5–50.

130§9-609(b) UCC; P. COOGAN, et al., Secured Transactions under the Uniform Commercial Code

(Albany, NY: Matthew Bender & Company 2014), §2.02 (3), www.lexisnexis.com; W. BORGES

(ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–50.

131Comment 3 to §6-609(b) UCC; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 414; J. BRAUCHER, ‘Symposium: Consumer Protection and the Uniform Commercial Code: The Repo Code: A Study of Adjustment to Uncertainty in Commercial Law’, 75.

Washington University Law Quarterly 1997, p 549.

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In addition to the consumer protections offered by the UCC, many US states have adopted additional ones by statute. These are not pre-empted by the UCC and can limit the freedom of the creditor to repossess the collateral.132

Given the strong judicial nature of the repossession process under Belgian law and the scattered nature of these US state protections, however, a detailed comparison with these state laws would not be very instructive and go beyond the scope of this paper.

Once the secured party has taken possession through one of the means discussed or is certain it will be able to do so in the near future, the collateral can be disposed of in order to turn it into monetary proceeds which can be applied to the debt. In both jurisdictions, foreclosure upon default can take the form of a sale, lease, or appropriation of the collateral by the secured creditor.133

As mentioned and as will be discussed in more detail below, both jurisdictions impose a similar functional requirement on the creditor, namely that the disposition be done in good faith and in an economically responsible or ‘commercially reasonable’ manner.134

It is interesting to note at this point that the UCC uses the abstract term ‘disposition’, while the Pledge law specifically mentions selling or leasing the collateral.135 Based on the legislative history of the Pledge law, which emphasizes first and foremost that the disposition be performed in an economically responsible manner in order to maximize the proceeds, it stands to reason that the terms sale and lease should be interpreted as an enumeration referring to the broader concept of disposition.

When it comes to the practicalities of disposing of the collateral, however, the two systems diverge. US law gives almost unlimited practical freedom in setting up the sale or lease transaction, which can be both public or private, take place online or in person, in whichever type of venue the creditor deems fit.136

Belgian law, however, requires the interposition of a gerechtsdeurwaarder/

132C. CARTER, et al., Repossessions (Boston, MA: National Consumer Law Center 2013), p 25.

133Belgian law: Arts 47, 53 and 54 Pledge Law US law: §9-610 and 9-620 UCC; W. BORGES (ed.),

Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–51.

134Belgian law: Art. 47 Pledge law US law: §1-304 and 9-610(b) UCC; W. BORGES (ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–51.

135The third possibility, appropriation of the collateral, is given separate treatment in the UCC under the term ‘acceptance’ of the collateral, in satisfaction of the obligation.

136Comment 2 to §9-610 UCC; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 440; S. SEPINUCK (ed.), Practice under Article 9 of the UCC (Chicago, IL: American Bar Association 2013), p 78.

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huissier de justice, who can then decide on the modalities of disposition.137 In both jurisdictions, the secured creditor is allowed to purchase the collateral at a public disposition. At a private disposition, however, Belgian law does not allow the secured creditor to be the purchaser,138 while US law allows this only if the collateral is of a kind usually sold in a recognized market or the subject of widely distributed standard price quotations.139

While selling or leasing the collateral is a pretty straightforward way of disposing of it, appropriation of the collateral by the secured creditor is much more controversial and therefore framed with much more restrictive rules. Both jurisdictions allow for the principle of execution through appropriation by the secured creditor, and both require the consent of the debtor. In the modalities of this consent, however, the two systems diverge. In order for the secured creditor to appropriate the collateral under Belgian law, the required consent of the pledger can be obtained before execution is pursued, as early as the time of the pledge agreement itself. This possibility of ex ante agreement to appropriation of the collateral by the secured creditor is one of the major innovations of the Pledge law.140 If such agreement is made in tempore non suspecto, it must hold that the value of the collateral will be determined at the time of appropriation by an expert and, when dealing with goods that are sold in a market, based on their market value.141 Under the UCC, however, the debtor can only consent to the acceptance of collateral in full or partial satisfaction of the debt after default. The debtor must consent in an authenticated record or, in case the collateral will be accepted in full satisfaction of the debt, can be derived from a proposal to that effect sent by the secured party to the debtor, which is unconditional or subject only to the condition that the collateral be preserved or maintained, which proposes to accept the collateral in full satisfaction of the secured debt and goes unanswered for twenty days.142 This proposal must be made in the form of an authenticated record.143 The debtor is not the only person who can stop the appropriation of the collateral by the secured creditor, however. Objection can be made by any other person who holds an interest in the collateral, subordinate to the security interest of the secured creditor pursuing the execution, as well as by any person to which

137 Article 51 Pledge law; Art. 1516 Judicial Code; P. DAUW, Burgerlijk procesrecht (Antwerpen:

Intersentia 2010), p 467. See also E. DIRIX, ‘Overzicht van rechtspraak. Beslag en collectieve

schuldenregeling (2002–2007)’, 4 TPR 2007, p 2134.

138Article 52 Pledge law.

139§9-610(c)(2) UCC; S. SEPINUCK (ed.), Practice under Article 9 of the UCC (Chicago, IL: American Bar Association 2013), p 78.

140Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, p 60.

141Articles 47 and 53 Pledge law.

142§9-620 UCC; S. SEPINUCK (ed.), Practice under Article 9 of the UCC (Chicago, IL: American Bar Association 2013), p 79.

143§9-102(66) UCC.

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the secured party is required to send a proposal under §9-621 UCC.144 When acceptance in full or partial satisfaction of the secured claim is envisaged, this latter category consists of (1) any person who has notified the creditor of a claim or an interest in the collateral and (2) any other secured party or lienholder that, ten days before the debtor consented to the acceptance, held a perfected security interest or lien in the collateral.145 If the secured creditor wishes to accept the collateral merely in partial satisfaction of his claim, he must also send that proposal to any secondary obligor.146 Failure to send the required proposals does not render the acceptance of the collateral ineffective, it merely entitles the person to whom the required notice was not sent to recover damages under §9-625(b) UCC.147

The debtor is not the only party who must consent to the acceptance of the collateral in lieu of payment of the debt; the secured creditor has to agree to this as well. Since the debtor is liable for any deficiency after disposition of the collateral, as will be discussed below, it would be in his interest if the creditor would accept the collateral in full satisfaction of a debt that is actually much higher than the value of the collateral. A debtor could therefore turn over possession of the collateral to the creditor and then argue that the latter’s acceptance of possession of the collateral amounted to acceptance of the collateral in full satisfaction of the debt. In order to eradicate any doubt about the possibility of such constructive acceptance, §9-620(b) UCC requires the secured party to either consent in an authenticated record or express his consent indirectly by sending a proposal, which also requires an authenticated record, to the debtor.148 The Pledge law does not contain any specific rules on how to deal with this kind of constructive acceptance, leaving the question of whether the secured creditor’s consent can be derived from his silence and other factual circumstances to the general law of obligations.

If the creditor does in fact accept the collateral in lieu of payment, he will become the owner of the collateral in both jurisdictions. The Pledge law, however, is rather brief on the consequences of such appropriation. Again, comparison with the UCC is quite instructive, as it presents an explicit framework for these questions. Pursuant to §9-622 UCC, the secured party’s acceptance of the collateral discharges the obligation to the extent consented to by the debtor, transfers to the secured party all of the debtor’s rights in the collateral, and

144§9-620 UCC. For the definition of ‘proposal’ as used in this context, see §9-102(66) UCC.

145This security interest or lien must have been perfected either through filing of a financing statement which identiefied the collateral, was indexed under the debtor’s name as of that date, and was filed in the proper office (see §9-621(a)(2) UCC), or through compliance with a statute, regulation or treaty described in §9-311(a) UCC (see §9-621(a)(3) UCC).

146§9-621 UCC.

147See also comment 2 to §9-620 UCC.

148See also comment 5 to §9-620 UCC.

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discharges the security interest held by the secured party. The same result follows from Article 53 of the Pledge law and the adage nemo plus iuris transferre potest quam ipse habet. In addition, acceptance of the collateral in satisfaction of the debt also discharges any subordinate security interests or liens held by others.149

This is a question of priority and enforcement of security interests against third parties.

Foreclosure upon collateral will result in two kinds of proceeds. If the collateral is disposed of, the proceeds are monetary in nature. If the collateral is accepted in full or partial satisfaction of the secured claim, the proceeds consist of the full or partial discharge of the secured obligation. The amount of this discharge will depend on the negotiations between the debtor and the creditor. In both jurisdictions, monetary proceeds are applied first to the expenses of execution, the definition of which varies between the two jurisdictions.150 Next comes the secured obligation itself (or multiple ones, in their respective order of priority). After the relevant creditors have been paid out of the proceeds, any surplus will accrue to the debtor, while any deficiency will, in principle, be added to the debtor’s liability.151

Therefore, the amount of money the collateral brings in is of key importance to the parties. Usually, however, foreclosure upon collateral through disposition will result in a deficiency. Forced sales of assets are usually not the best way to get a good price. In addition, if the collateral is in fact worth significantly more than the outstanding debt, the debtor would usually not let the situation get to the point of repossession and forced sale.152 A partial solution to this problem is offered through the right to redeem the collateral,153 which allows a debtor to buy off the forced disposition of the collateral by satisfying the

149§9-622(a)UCC.

150Belgian law: Art. 55 Pledge law, and on the concept of ‘boedelschulden’, see R. PARIJS, ‘De juiste draagwijdte van boedelschulden’, TBH 1997, p 118; C. VAN BUGGENHOUT & I. VAN DE MIEROP, ‘De boedelschulden onder faillissementsbeheer: status quaestionis’, Not.Fisc.M. 1996, p 85.

US law: see §9-615(a)(1) and §9-607(d) UCC; W. GIBSON, A Comprehensive Review of Revised Article 9 (Durham, NC: Carolina Academic Press 2007), p 152; W. BORGES (ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–53. Under US law, these expenses can include attorney’s fees, if the security agreement so provides and this is not prohibited by law.

151Belgian law: based on Arts 7–8 Mortgage Law.

US law: §9-615(d) UCC; W. GIBSON, A Comprehensive Review of Revised Article 9

(Durham, NC: Carolina Academic Press 2007), p 153.

152J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 439.

153Belgian law: ‘lossingsrecht’, see E. DIRIX, ‘Art. 101 Faillissementswet’, in X., Voorrechten en Hypotheken. Artikelsgewijze commentaar met overzicht van rechtspraak en rechtsleer (Mechelen: Kluwer, (losbl.)), sub IX; M.E. STORME, ‘Paritas creditorum, voorrang en roerende zekerheden’,

TPR 2006, afl. 2, p 964

US law: §9-623 UCC.

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obligation secured by it in full. If the collateral is worth more than the secured claim but is likely to bring in less than that claim in a forced disposition, it is in the debtor’s interest to redeem, in which case the forced disposition will not take place. If, however, the remaining value of the collateral is less than the outstanding secured amount, it is less likely to be in the debtor’s interest to redeem:

For example: If the collateral is worth 150, but the outstanding debt is only 100, and the forced sale will probably only fetch 120, it is in the debtor’s interest to redeem.

If the collateral is worth only 80 (let’s assume the debtor and the public value it identically, in perfect circumstances), securing an outstanding debt of 100, and will probably only fetch 60 in a forced sale, then the debtor’s incentive depends on whether or not he will be actually held liable for the deficiency. If so, then redeeming the collateral results in a loss of 20 to the debtor, while the forced sale results in a loss of 40. If, however, the debtor is insolvent, or will be protected from the deficiency through some kind of discharge, then the deficiency no longer figures into the equation for him. In that case, he is better off allowing the forced sale. In addition, many debtors will be in financial distress, and will not have the possibility to redeem the collateral for lack of funds.

The cost and effectiveness of the methods used in the disposition of the collateral in terms of the revenue they bring in is therefore of key importance to the debtor, as any cost-ineffective methods will either reduce the surplus or increase the deficiency.154 In both jurisdictions and regardless of the means of foreclosure, therefore, such foreclosure must be carried out in good faith and in an economically responsible or commercially reasonable manner on pain of liability of the secured party, which cannot be limited through ex ante agreement.155 Under the Pledge law, this requirements means that if the collateral is traded in a recognized market or exchange, the foreclosure sale will take place in that market or exchange.156

154J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 440.

155Belgian law: Art. 47 Pledge law US law: §9-610(b); §9-625(b) UCC. This standard of commercial reasonableness must be met every step of the way, see J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 441. More specifically on the standards of commercially reasonable conduct, see §9-627 UCC; S. SEPINUCK (ed.), Practice under Article 9 of the UCC (Chicago, IL: American Bar Association 2013), p 21 and 77; W. GIBSON, A Comprehensive Review of Revised Article 9 (Durham, NC: Carolina Academic Press 2007), p 151.

156Articles 51–52 Pledge law; Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, 59.

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If the debtor is of the opinion that the methods used are not commercially reasonable or economically responsible, both jurisdictions allow him or her to turn to the courts for relief. Such action can be brought both during the foreclosure procedure, before the disposition has actually occurred in order to seek an injunction to adopt different methods, and afterwards, seeking damages.157 If such an action concerning the deficiency (or surplus) is brought, the elaborate system of §9-626(a) UCC is activated to assign the burden of proof and the consequences of failing to meet it.158 The secured party will only be required to prove compliance with the provisions on collection, enforcement, disposition, or acceptance if the debtor or secondary obligor questions that compliance.159 If the secured party fails to meet this burden of proof, the liability of the debtor or secondary obligor for the deficiency will be limited to an amount by which the sum of the secured obligation, expenses, and attorney’s fees exceed the greater of either the proceeds of execution or the amount of proceeds that would have been realized had the secured creditor complied with all the relevant provisions.160 This latter amount is deemed equal to the sum of the secured obligation, expenses, and attorney’s fees unless the secured creditor proves that the amount is less than that.161

To limit the risk of disagreement and the consequent cost of litigation, the parties can agree at any point on the methods to be used in the foreclosure on the pledged assets, as long as the secured party acts in an economically reasonable manner162 or the standards agreed to are not manifestly unreasonable.163

Now that the material possibilities of the secured creditor have been clarified, it is time to look a little deeper into the procedural aspects that have not been presented yet.

The Belgian procedure for foreclosure of a pledge granted by a non-consumer is outlined in Articles 48–56 Pledge law, reflecting the basic premises and goals of the reform, and was partially inspired by the UCC system. Absent any disputes, the entire process can be followed without judicial intervention in both jurisdictions, which reduces the burden on the courts and streamlines the process for the parties involved.164

157Belgian law: Arts 54 and 56 Pledge law US law: §9-625 UCC.

158W. GIBSON, A Comprehensive Review of Revised Article 9 (Durham, NC: Carolina Academic Press 2007), p 153.

159§9-626(a)(1) and (2) UCC.

160§9-626(a)(3) UCC.

161§9-626(a)(4) UCC.

162Article 47 Pledge law.

163§9-603(a) jo. 9-602 and 9-610(b) UCC; W. GIBSON, A Comprehensive Review of Revised Article 9

(Durham, NC: Carolina Academic Press 2007), p 151.

164Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, pp 56 and 60; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), pp 412–413.

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Both jurisdictions require notification to a number of parties in interest before disposition or appropriation of the collateral can be performed.165

Functionally speaking, these parties are the debtor and other creditors who enjoy a security interest in the same collateral asset or have levied on that asset. In addition, the Pledge law mentions the third-party pledger, targeting those cases where one person granted a pledge on one of his assets to secure the performance of an obligation by another,166 while §9-611(c)(2) UCC mentions the secondary obligor. Again, the Pledge law is rather brief in mentioning simply other pledgeholders and those who have levied on the collateral, while the UCC is much more detailed. §9-611(c)(3) UCC defines this category as any other person from whom the secured party has received, before the notification date, an authenticated notification of a claim of an interest in the collateral or who, ten days before the notification date, held a perfected security interest.167 In applying the notification requirement, Belgian courts will likely need to develop a similar cut-off rule, allowing creditors some time to make the notification after having checked the register, particularly given the fact that the limited access to the register will force most of them to go through a third party. On the other hand, the Belgian register itself will be easier and therefore much quicker to search, so that the cut-off period will likely be shorter than ten days.

The Belgian pledge law requires that notification be done through registered letter, with a minimum of ten days notice, while the UCC allows for a slightly more flexible application, stating that ten days is always enough in non-consumer transactions, but shorter periods can be allowed as well, as long as the period is reasonable, which is a question of fact.168 If the collateral assets are perishable goods or goods that threaten to decline sharply in value, the Pledge law reduces the minimum notice period to three days, whereas the UCC requires no notification at all in this case.169 The UCC also waives the notification

165Belgian law: Art. 48 Pledge law; Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, p 25.

US law: §9-611 UCC; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 441; W. BORGES (ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–51.

166This is important to protect the subrogation right based on Art. 2029 CC. See also Arts 2037 and 1251 CC.

167Perfected either by filing or by compliance with a statute, regulation or treaty, see §9-611(c)(3) UCC. See also W. GIBSON, A Comprehensive Review of Revised Article 9 (Durham, NC: Carolina Academic Press 2007), p 151.; W. BORGES (ed.), Manual of Credit and Commercial Laws

(Columbia, MD: National Association of Credit Management 2002), pp 5–51.

168Belgian law: Art. 49 Pledge law; US law: §9-612 UCC.

169Belgian law: Art. 49 Pledge law; US law: §9-611(d) UCC.

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requirement if the collateral are goods customarily sold on a recognized market.170

A similar divergence in approaches appears in the determination of the contents of the notification. Both systems provide a number of categories of information to be included in the notification. In the Pledge law, however, this body of information is a sufficient and necessary condition for the completeness of the notification, whereas in the UCC, it is merely a sufficient one. Moreover, the UCC does not require any particular phrasing, and the notification is not rendered ineffective by the inclusion of additional, unnecessary information or by minor errors that are not seriously misleading. If the notification does not contain the information specified as sufficient, the question whether it is nevertheless sufficient is a question of fact.171

Article 48 Pledge law, on the other hand, requires that the notification contain the exact amount of the secured debt claim at the time of notification, as well as a description of the encumbered assets, the envisioned method of execution, and the right of the debtor or pledger to redeem the debt and free the asset of the pledge. §9-613 UCC renders sufficient a notification that contains a description of the debtor and the secured party, a description of the collateral and the method of intended disposition as well as the date and time intended for it and which states that the debtor is entitled to an accounting of the unpaid indebtedness as well as the charge, if any, for such accounting. Even though the Pledge law does not explicitly require mentioning of the identity of both the secured party and the debtor, as the UCC does,172 it is likely that the courts will nevertheless require this information in notifications made to third parties, such as other pledgeholders and those who have levied on the collateral.

Unlike the Pledge law, the UCC explicitly gives debtors and secondary obligors the possibility to waive the right to notification of disposition of collateral, requiring that this waiver be agreed upon and authenticated after default.173

The possibilities for judicial overview of the process are rather broad and exist both during the execution phase and afterwards.174 Under the Pledge law,

170§9-611(d) UCC.

171§ 9-613 UCC; W. BORGES (ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–51.

172§9-613(1) UCC mentions this merely as a sufficient condition. However, in those notifications made to third parties which are at question here, clarity on the identity of the secured party and the debtor will be necessary to reach the goals of the system. Whether this information is conveyed through the notification or otherwise, however, is immaterial.

173§9-624(a) UCC; W. BORGES (ed.), Manual of Credit and Commercial Laws (Columbia, MD: National Association of Credit Management 2002), pp 5–51.

174Belgian law: Arts 54 and 56 Pledge law; Preparatory Works of the New Belgian Pledge Law, Parl. St., Doc. 53, 2463/001, p 26.

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any party in the execution can, at any point, take any disagreement pertaining to it to the courts, which will suspend the execution.175 In addition, any party in interest has a period of one year, starting at the completion of the execution,176 to request judicial overview of the method of execution and the application of the proceeds.177 The UCC employs a similar bifurcated system, allowing the debtor to either get an injunction during the execution procedure aimed at forcing the secured creditor to comply or obtain damages for noncompliance afterwards.178 In addition to those offered by the UCC, the common law of the state offers more traditional remedies, arising out of contract or tort law. For instance, the debtor who was wrongfully deprived of his property by a secured creditor who repossessed the collateral even though the debtor was not in default on his obligation can assert the tort of conversion.179

If, on the other hand, the pledger is a consumer, the liberal self-help regime outlined above is restricted in both jurisdictions through mandatory rules that cannot be circumvented through contract.

Given the restrictive rules that apply to transactions involving consumers and consumer goods, it is important to demarcate the scope of these restrictions. The Pledge law does not define the term ‘consumer’, but rather refers to a law that has been abrogated by the Economic Law Code. This latter code, however, is a codification of various laws of an economic nature, including the one to which the Pledge law refers, so that the definition of ‘consumer’ provided in the Economic Law Code can be used in the application of the Pledge law.180 Article I.1, 2° defines consumers as natural persons acting outside of their commercial, professional, or artisanal activity. In the UCC, the protections accorded to consumers are connected to either the fact that the debtor is a consumer, or to

US law: §9-625 UCC; L. AHERN, ‘The Law of Debtors and Creditors’, in X, Anderson on

the Uniform Commercial Code, 3rd edn, §7:111, lawschool.westlaw.com; J. BROOK, Secured

Transactions (Frederick, MD: Wolters Kluwer 2014), p 413.

175It is interesting to note that the judge’s ruling will not be definitively binding on all parties; the same questions might be brought up again later, in a different dispute without the subsequent judge being barred from ruling differently, see Art. 54 Pledge law.

176More accurately: from the notification by the secured creditor that the execution has been terminated, which must be done to the debtor, the pledger, any other secured creditors holding pledges in the same asset, and anyone who has levied on the same asset. This notification must be performed by way of registered letter, see Art. 56 jo. 48 Pledge law.

177Article 56 Pledge law.

178§9-625 UCC; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 413; S. SEPINUCK (ed.), Practice under Article 9 of the UCC (Chicago, IL: American Bar Association 2013), p 81.

179L. AHERN, ‘The Law of Debtors and Creditors’, in X, Anderson on the Uniform Commercial Code,

3rd edn, §7:111, lawschool.westlaw.com; J. BROOK, Secured Transactions (Frederick, MD: Wolters Kluwer 2014), p 414.

180J. BAECK & M. KRUITHOF, Het nieuwe zekerheidsrecht (Antwerpen: Intersentia 2014), p 30.

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