Professor Sepinuck has an A.B. in history from Brown University, a J.D. cum laude from Boston University, and an LL.M. in Taxation from New York University.
In the 1980s, he specialized in creditors’ rights and related commercial issues while practicing law in Florida, and in the federal tax aspects of public and private financings while practicing in California. In 1989, he began teaching at IIT Chicago-Kent College of Law. Two years later, he joined the faculty of Gonzaga University School of Law, where he teaches courses on Secured Transactions, Bankruptcy, Sales, Contracts, and Transactional Skills.
Professor Sepinuck has authored articles on a variety of subjects, written sixteen books, and won awards for both his teaching and his scholarship. In the 1990s, he served as an advisor to the Drafting Committee that revised Article 9 of the Uniform Commercial Code and he chaired its Task Force on Deposit Accounts. From 2006-2009 he served as chair of the ABA’s UCC Committee. More recently, he was the ABA Advisor to the Joint Review Committee for Article 9 of the Uniform Commercial Code that proposed amendments to Article 9, reporter for the Uniform Certificate of Title for Vessels Act, and reporter for the Amended Model Tribal Secured Transactions Act. Professor Sepinuck is a member of the editorial board of The Business Lawyer, and for more than ten years edited the annual survey of commercial law that appears in The Business Lawyer.
He is an elected member of the American Law Institute (ALI), a fellow of the American College of Commercial Finance Lawyers (ACCFL), a former Associate Dean for Academic Affairs, a current member of the Massachusetts and California bars, Director of Gonzaga’s Commercial Law Center, and Scholar in Residence at the law firm of Paul Hastings, LLP.
Books
Major Articles
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 73 Bus. Law. 1219 (2018)
- The Various Standards for the “Good Faith” of a Purchaser, 73 Bus. Law. 581 (2018)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 72 Bus. Law. 1143 (2017) (co-authored)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 71 Bus. Law. 1323 (2016) (co-authored)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 70 Bus. Law. 1243 (2015) (co-authored)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 69 Bus. Law. 1227 (2014) (co-authored)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 68 Bus. Law. 1255 (2013) (co-authored)
- Uniform Commercial Code Survey: Personal Property Secured Transactions, 67 Bus. Law. 1311 (2012) (co-authored)
- Secured Transactions and Bankruptcy Developments, 65 Quarterly Report 96 (2011)
- Perfecting Article 9: A Partial Prescription for the Next Revision, 46 Gonz. L. Rev. 555 (2011)
- The Big Deal About the Fine Print: Negotiating and Drafting Contractual Boilerplate, 62 Quarterly Report 848 (2008) (co-authored)
- Rethinking Unfair Discrimination in Chapter 13, 74 Am. Bankr. L.J. 330 (2000)
- “High Crimes & Misdemeanors”: Defining the Constitutional Limits on Presidential Impeachment, 72 S. Cal. L. Rev. 1517 (1999) (co-authored)
- A Defense of Extending Article 9 to Cover Security Interests in Deposit Accounts as Original Collateral, 1995 Com. L. Ann. 477 (awarded the 1995 Grant Gilmore Award by the American College of Commercial Finance Lawyers)
- Classifying Credit Card Receivables under the U.C.C.: Playing with Instruments?, 32 Ariz. L. Rev. 789 (1990)
- The Problems with Setoff: A Proposed Legislative Solution, 30 Wm. & Mary L. Rev. 51 (1988)
- Hospital Residents and Interns: Inconsistent Treatment Under Federal Law, 29 St. Louis U.L.J. 665 (1985)
Brief Articles, Reports & Columns
- Spotlight, regular column in the joint newsletter of the ABA UCC and Commercial Finance Committees (Dec. 2006-present) (co-authored)
- The Best Defense: Buy the Offense, 9 Transactional Lawyer 1 (June 2019)
- A “Sale” of Future Receivables: Disguising a Secured Loan as a Purchase of Hope, 9 The Transactional Lawyer 14 (April 2019) (co-authored)
- Zombie Documents, 9 The Transactional Lawyer 1 (Feb. 2019) (co-authored)
- “Including without Limitation,” 9 The Transactional Lawyer 4 (Feb. 2019)
- The Challenge of Disclaiming Punitive Damages, 8 The Transactional Lawyer 1 (Dec. 2018) (co-authored)
- A Cautionary Tale, 8 The Transactional Lawyer 1 (Oct. 2018)
- A Hidden Danger in Master Agreements, 8 The Transactional Lawyer 1 (Aug. 2018)
- Buyers of Some Receivables Need Specialized Terms, 8 The Transactional Lawyer 2 (Aug. 2018)
- Gotcha!: Caught in the Explicitness Trap, 8 The Transactional Lawyer 1 (June 2018), reprinted in Business Law Today (Aug. 15, 2018)
- Protecting Distributors and Trademark Licensees in Bankruptcy, 8 The Transactional Lawyer 1 (Apr. 2018)
- The Limited Efficacy of No-Implied-Waiver Clauses, 7 The Transactional Lawyer 1 (Dec. 2017)
- The Timing of Representations & Warranties, 7 The Transactional Lawyer 5 (Dec. 2017)
- Suggestions for Drafting Guaranties, 7 The Transactional Lawyer 1 (Oct. 2017)
- Secured Parties Still Need to Be Aware of Patent Rights in Goods, 7 The Transactional Lawyer 2 (Aug. 2017) (co-authored), reprinted in Business Law Today (Oct. 29, 2017)
- Be Careful for What You Ask in a Receiver, 7 The Transactional Lawyer 4 (Aug. 2017)
- Ancient Hazards for Today’s Transactional Lawyer, 7 The Transactional Lawyer 1 (June 2017)
- So Let It Be Written: When to Use the Passive Voice in Contract Documents, 7 The Transactional Lawyer 2 (Apr. 2017)
- Representations & Warranties of Solvency, 7 The Transactional Lawyer 4 (Feb. 2017)
- Due Diligence in the Purchase of Secured Loans, 6 The Transactional Lawyer 1 (Dec. 2016)
- Avoiding Ambiguity: Part Three – Semantic Ambiguity, 6 The Transactional Lawyer 3 (Oct. 2016)
- Avoiding Ambiguity: Part Two – Syntactic Ambiguity, 6 The Transactional Lawyer 4 (Aug. 2016)
- Avoiding Ambiguity: Part One – Contextual Ambiguity, 6 The Transactional Lawyer 1 (June 2016)
- Federal Circuit Decision Might Obstruct Secured Transactions, 6 The Transactional Lawyer 3 (Apr. 2016)
- Restricting Amendment of a Debtor’s LLC Operating Agreement, 6 The Transactional Lawyer 1 (Feb. 2016) (co-authored), reprinted in The LLC Partnership Reporter, Vol. 31, Issue 1 (April 2016)
- Sometimes a Declaration Is Better Than a Covenant, 6 The Transactional Lawyer 4 (Feb. 2016)
- Beware of Constructive Trusts When Establishing the Borrowing Base, 5 The Transactional Lawyer 1 (Dec. 2015)
- The Virtue of “Represents and Warrants”: Another View, Bus. Law Today 1 (Nov. 2015)
- Liquidated Damages, Alternative Performance, and Ensuring the Enforceability of Contingent Charges and Fees, 5 The Transactional Lawyer 3 (Oct. 2015)
- Contracting with Multiple Parties, 5 The Transactional Lawyer 2 (Aug. 2015)
- Managing the Risk of Legal Error in Arbitration, 5 The Transactional Lawyer 1 (June 2015), reprinted in 14 Mayhew-Hite Report on Dispute Resolution and the Courts (2015)
- Waiving Suretyship Defenses, 5 The Transactional Lawyer 2 (Apr. 2015)
- Collateralizing What the Debtor Does Not Own, 5 The Transactional Lawyer 2 (Feb. 2015)
- Drafting a Merger Clause for an Integrated Transaction, 4 The Transactional Lawyer 2 (Dec. 2014)
- Term Sheets, Letters of Intent, and Preliminary Agreements: Ensuring Recovery of Expenses, 4 The Transactional Lawyer 2 (Oct. 2014)
- How Not to Describe the Collateral, 4 The Transactional Lawyer 2 (Aug. 2014)
- When to Contract For Remedies, Bus. Law Today (July 2014)
- Protecting the “Pick-Your-Partner” Principle, 4 The Transactional Lawyer 1 (June 2014)
- Successors & Assigns Clauses, 4 The Transactional Lawyer 4 (Apr. 2014)
- Court Limits Secured Creditor’s Right to Credit Bid, 4 The Transactional Lawyer 1 (Feb. 2014)
- Further Thoughts on the Assignment of Bankruptcy Voting Rights, 3 The Transactional Lawyer 2 (Dec. 2013)
- Beware: the “Loss Payee” Need Not Be Paid Following Loss, 3 The Transactional Lawyer 5 (Dec. 2013)
- The Dangers of Uni-tranche Loans & the Rule of Explicitness, 3 The Transactional Lawyer 3 (Oct. 2013)
- Deconstructing the Constructive Trust, 3 The Transactional Lawyer 2 (Aug. 2013)
- When to Contract for Remedies, 3 The Transactional Lawyer 3 (June 2013)
- Chattel Paper Buyers Beware: You Have More to Lose Than Your Investment, 3 The Transactional Lawyer 1 (Apr. 2013)
- Very Interesting . . . or Is It: Limitations on Default Interest, 3 The Transactional Lawyer 2 (Feb. 2013)
- Reducing Risk in Collateral Dispositions, 2 The Transactional Lawyer 4 (Dec. 2012)
- The Perils of Participations (and Secrets to Successful Subordinations), 2 The Transactional Lawyer 1 (Dec. 2012) (co-authored)
- Avoiding the Eternal Standstill, 2 The Transactional Lawyer 4 (Oct. 2012)
- Drafting Security Agreements to Make Sales Out of Trust Result in Nondischargeable Claims, 2 The Transactional Lawyer 3 (Aug. 2012)
- Revival Clauses in Guarantees: Protecting the Creditor from Preference and Fraudulent Transfer Risk, 2 The Transactional Lawyer 1 (June 2012)
- Teaching Students How to Use Form Contracts, 18 The Law Teacher 34 (Spring 2012)
- Taking a Security Interest in Escrowed Assets, 2 The Transactional Lawyer 2 (Apr. 2012)
- Analyzing Restrictions on Assigning Ownership Rights in a Business Entity, 2 The Transactional Lawyer 2 (Feb. 2012)
- Limiting the Preference Exposure of Originators & Servicers, 1 The Transactional Lawyer 1 (Dec. 2011)
- Collateralizing the Economic Value of Broadcast Licenses, 1 The Transactional Lawyer 5 (Oct. 2011)
- PMSI Notification: What to Say & How to Say It, 1 The Transactional Lawyer 1 (Aug. 2011)
- Binding Guarantors to Terms in the Note, 1 The Transactional Lawyer 1 (June 2011)
- Factors Beware: Court Rules that Account Debtor Can’t Be Stopped from Denying Receipt of Goods, 27 Clarks’ Secured Transactions Monthly 7 (May 2011)
- Exercising Voting Rights After Default, 1 The Transactional Lawyer 3 (Apr. 2011)
- Caveat Emptor: Buying in Ordinary Course of Business Does Not Necessarily Mean You Get Unencumbered Goods, 27 Clarks’ Secured Transactions Monthly 6 (Feb. 2011)
- Drafting for a Commercially Reasonable Disposition of Collateral, 1 The Transactional Lawyer 1 (Feb. 2011)
- Maine Supreme Judicial Court Rules That Control Is a Condition of Foreclosing on a Deposit Account, 27 Clarks’ Secured Transactions Monthly 4 (Jan. 2011)
- Isn’t That Special? New York Court Rejects Secured Party’s Right to Exercise Setoff Against $500 Million Deposit, 26 Clarks’ Secured Transactions Monthly 3 (Nov. 2010)
- Assignments of Financing Statements & Floating Secured Parties, 26 Clarks’ Secured Transactions Monthly 4 (Oct. 2010)
- Ninth Circuit Impairs Secured Creditor’s Right to Collect from Account Debtor, 26 Clarks’ Secured Transactions Monthly 1 (Sept. 2010)
- Searchers Beware: Court Validates Notice of Tax Lien Filed Against Debtor’s Former Name, 26 Clarks’ Secured Transactions Monthly 2 (Aug. 2010)
- Debtor’s Negotiation of Foreclosure Sale Might Ease Secured Creditor’s Burden in Complying with Article 9, 26 Clarks’ Secured Transactions Monthly 7 (June 2010)
- Perfecting Statutory Liens in Interstate Transactions, 26 Clarks’ Secured Transactions Monthly 5 (May 2010)
- Vague Terms in Collateral Description Bring Partial, Pyrrhic Victory to Secured Party, 26 Clarks’ Secured Transactions Monthly 6 (March 2010)
- Seventh Circuit Strikes Down Indiana Law Aimed at Car Title Pawns, 26 Clarks’ Secured Transactions Monthly 7 (Feb. 2010)
- Reg. Z Requires Extra Effort to Enforce Security Interest in Consumer Deposit Account, 26 Clarks’ Secured Transactions Monthly 5 (Jan. 2010)
- Show Me the Money, 25 Clarks’ Secured Transactions Monthly 7 (Dec. 2009)
- Misguided California Court Changes “Consignment” Standard, 25 Clarks’ Secured Transactions Monthly 1 (Sep. 2009)
- Vanishing Collateral, 18 Bus. L. Today 29 (Sept./Oct. 2008)
- Teaching Statutory Construction Through Reverse Problems and “Why” Problems, The Law Teacher 4 (Fall 2005)
- Enforcement: How Do You Enforce a Security Interest Under New Article 9?, The New Revised Uniform Commercial Code Article 9, 8A-1 (Wash. St. Bar Assn’ 2000)
- Report of the Deposit Accounts Task Force to the Article 9 Drafting Committee, (September 4, 1997), reprinted in 54 Quarterly Report 203 (2000)
- For Some, Pictures Worth More than Words, The Law Teacher 3 (Fall, 1995)
- Report of the Subcommittee on Deposit Accounts, Article 9 Study Project (June 5, 1992)
Presentations
2019
- Commercial Law Seminar, Lane Powell (Seattle), February 7, 2019
2018
- How to Use PowerPoint to Promote Active Learning, Institute for Law School Teaching & Learning (Spokane), June 19, 2018
- The Creative Aspect of Transactional Lawyering: Structuring the Transaction and Drafting the Agreement to Resolve a Legal Issue, Emory University School of Law (Atlanta), June 1, 2018, transcript published in 20 Transactions 241 (2019)
- “Spot the Errers”: An Interactive Exercise in Identifying the Analytical Errors Made in Recent Cases Involving Secured Transactions, NW Bankruptcy Inst. (Seattle), April 14, 2018
- The Various Standards for the “Good Faith” of a Purchaser, KConXIII (Orlando), February 24, 2018
2017
- Commercial Law Developments, Lane Powell (Seattle), December 7, 2017
- Perplexing Problems of Secured Transactions: An Interactive Discussion, Business Law Section of the American Bar Association (Chicago), September 15, 2017
- Secured Transactions Problems: An Interactive Discussion of Current Issues and Possible Solutions, Eastern District Bankruptcy Conference (Sun Mountain), June 17, 2017
- Commercial Lending Today, American Law Institute (San Francisco), April 20-21, 2017
- Imponderables: Difficult and Potentially Unresolvable Issues of Secured Transactions and Commercial Law, Financial Lawyers Conference (Santa Barbara), March 24-26, 2017
2016
- Commercial Law Developments, Lane Powell (Seattle), December 15, 2016
- Concrete Advice for My Younger Self: Keys to Academic Success, Central States Law Schools Association (Grand Forks), September 23, 2016
- There Is No Such Thing as Boilerplate: Issues in the Back of the Contract, Business Law Section of the American Bar Association (Boston), September 8, 2016
- A Primer on Secured Transactions, Paul Hastings (Los Angeles), March 11, 2016
- Transactional Skills: How to Document and Structure a Deal, Financial Lawyers Conference (Los Angeles), March 10, 2016
2015
- Commercial Law Developments, Lane Powell (Seattle), December 17, 2015
2014
- Commercial Law Developments, Lane Powell (Seattle), December 16, 2014
- Advanced Seminar on IP Traps in Secured Financing, ACCFL (Chicago), September 14, 2014
- Secured Transactions Update, Eastern District Bankruptcy Conference (Sun Mountain), June 21, 2014
- Ninth Circuit Update, Eastern District Bankruptcy Conference (Sun Mountain), June 21, 2014
- Effective Skills Training: Is it More Than Practice?, Emory University School of Law (Atlanta), June 7, 2014
2013
- Commercial Law Developments, Lane Powell (Seattle), December 12, 2013
- Commercial Law Developments, WSBA Corporate Counsel Division (Spokane), September 20, 2013
2012
- Commercial Law Developments, Lane Powell (Seattle), December 20, 2012
- Contract Drafting: Teaching with Forms, Emory University School of Law (Atlanta), Nov. 2, 2012, transcribed and reprinted in 14 Transactions 361, 369-82 (2013)
- Security Interests in Proceeds of Collateral (Strafford Publications webinar), August 29, 2012
- Ideas for Teaching Transactional Skills, Institute for Law School Teaching & Learning (Spokane), June 25, 2012
- Ninth Circuit Update, Eastern District Bankruptcy Conference (Sun Mountain), June 16, 2012
- Secured Transactions Update, Eastern District Bankruptcy Conference (Sun Mountain), June 15, 2012
- The Limits on Proceeds, Business Law Section of the American Bar Association (Las Vegas), March 23, 2012
2011
- Commercial Law Developments, Lane Powell (Seattle), December 15, 2011
- Hot Topics in Commercial Law (State Bar of California webinar), May 18, 2011
- Understanding the Uniform Certificate of Title Act for Vessels & Its Branding Provisions (NMMA webinar), May 10, 2011
2010
- Commercial Law Developments, Lane Powell (Seattle), December 16, 2010
- Commercial Law Developments, Gonzaga University School of Law (Spokane), December 3, 2010
- Article 9 Update, Eastern District Bankruptcy Conference (Sun Mountain), June 18, 2010
2009
- Commercial Law Developments, Lane Powell (Seattle), December 9, 2009
- Commercial Law Developments, Gonzaga University School of Law (Spokane), December 4, 2009
- Issues in Secured Financing Arising in Recent Cases, Business Law Section of the American Bar Association (Las Vegas), Nov. 4, 2009
- UCC Issues in Bankruptcy, Washington Bankruptcy Judges Conference (Cle Elum, Washington), September 10, 2009
- What Every Commercial Lawyer Needs to Know About the Restatement (Third) of Restitution and Unjust Enrichment, Business Law Section of the American Bar Association (Vancouver, BC), April 18, 2009
- Issues in Secured Financing, Financial Lawyers Conference (San Diego), March 13, 2009
2008
- 2008 Commercial Law Developments, Lane Powell (Seattle), December 12, 2008
- 2008 Commercial Law Developments, Gonzaga University School of Law (Spokane), December 5, 2008
- Commercial Law Developments, Paul, Hastings, Janofsky & Walker (Los Angeles), October 17, 2008
- Principles of Good Contract Drafting, Paul, Hastings, Janofsky & Walker (Los Angeles), July 24, 2008
- Article 9 Update, Eastern District Bankruptcy Conference (Sun Mountain), June 14, 2008
- Ninth Circuit Update, Eastern Bankruptcy Conference (Sun Mountain), June 14, 2008
2007
- Commercial Law Developments, Stoel Rives (Seattle), December 7, 2007
- Commercial Law Developments, Lane Powell (Seattle), December 6, 2007
- Commercial Law Developments, Gonzaga University School of Law (Spokane), November 30, 2007
- Commercial Law Developments, Paul, Hastings, Janofsky & Walker (Los Angeles), October 6, 2007
- The Basics of Credit Agreements, Paul, Hastings, Janofsky & Walker (Los Angeles), October 5, 2007
- Commercial Law Developments, Business Law Section of the Washington State Bar Association (Seattle) June, 2007
- Negotiating and Drafting Contractual Boilerplate, Business Law Section of the American Bar Association (Washington, D.C.) March, 2007
2006
- The Basics of Secured Transactions, Paul, Hastings, Janofsky & Walker (Los Angeles), December 8, 2006
- Acquisition Finance: Current Issues Facing Commercial and Bankruptcy Lawyers Representing Lenders and Purchasers, Financial Lawyers Conference (Los Angeles), December 7, 2006
- Commercial Law Developments, Lane Powell (Seattle), December 5, 2006
- Commercial Law Developments, Paul, Hastings, Janofsky & Walker (Atlanta), October 7, 2006
- Generating Excitement in a Large Classroom, Institute of Law School Teaching Summer Conference (Chicago-Kent College of Law), June 2006
- Tapping Student Creativity to Aid in Visual Learning, Institute of Law School Teaching Summer Conference (Chicago-Kent College of Law), June 2006
- Avoiding the Pitfalls of UCC Practice, Business Law Section of the American Bar Association (Tampa), April 6, 2006
2005
- Commercial Law Developments, Paul, Hastings, Janofsky & Walker (Greenwich, CT), October 15, 2005
- The Basics of Secured Transactions, Paul, Hastings, Janofsky & Walker (Greenwich, CT), October 14, 2005
Memberships
- Elected member of the American Law Institute (ALI)
- Elected as regent of the American College of Commercial Finance Lawyers
- Appointed as an ABA Advisor to the Joint Review Committee on the Uniform Commercial Code Article 9
