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good morning Thank You Desiree as Larry mentioned I'm the chair of the commercial and bankruptcy law section your section so thank you very much for participating in your annual seminar and I'm going to start with against the call to action or the ahead of time so that you can think through it's early morning we need to you know you need a little bit of prep time on this so I'll start by saying I will be rotating out as chair of this summer and a new chair will be coming in but the section council is asking for your input and your advice or your hot topics that you'd like the section to address over the next couple years and I get to compete with the train is swimming so hopefully you can hear me okay so what I think about that this this morning while you're logging into your emails and getting your coffee going because these these topics certainly you know I'm a I'm a die-hard fan right of garnishment I mean who doesn't wake up in the morning thinking who god is that legislation can't wait to get on that one but these came up because of needs from the section so I just encourage you you've got things you really want them to look at over the next year we're going to we're going to take the take notes of that at the end of the presentation and maybe you got issues you want to you know we're game today among the group that's here because all of you look a lot smarter than I on most many of these topics so with that I'll go ahead and get into the presentation itself Miss Desiree mentioned husband chair for a couple years here we ran into opportunities to address some of our legislation that we work with in our practice areas creditors rights and those who are both regards the statute and the uniform fraudulent transfer Act here's the agenda for the day and then we're adding number three of course for a hot topics were so we'll take notes and take that back to the section Council and I like to do scenes when I when I do presentation and something you know they teach you in law school to have a theme for mock trial and stuff that that high school my trial abuse has stayed with me now in my practice so today's theme is really a space-themed galaxy siii and for those of you that that attended the Federal Bar seminar last fall forgive me saying topics Dallas you need to know take a call totally understand and if I missed something please chime in but the first topic that instigated the guardsmen statute change was a case as gemini new so new and gemini and so the gemini kind of rain with me and here we are we have our galaxy fame right so this is the constellation Gemini that's all I know about it I was a sociology media alright so the Gemini quandary how we got to to the legislation judge viateur for us in 2012 herve case of new vs Gemini capital group and nine men stone and McCormick and the key there is there's a law firm named as a defendant so keep that in mind that obviously drew a lot of attention to my malpractice share over at the fur so we were looking at this one and seeing where this is going to go essentially judge theaters are ruling in that case stated that Iowa College 642 fourteenth provisions were unconstitutional six or eight to 14 of course is our garnishment condemnation provisions notice provisions to our debtor right yeah we totally all knew that so we put together a working group back in 2013 and 2014 to address what we thought were the issues identified by Judge theatre that working group consisted of a number of players including the Bankers Association sheriffs Association debtors and creditors council and a few of the professors as well because this was coming to topic coming to light at the uniform law commission level as well a lot of input there and as many of you who are here today or joining us on the web may have been involved in that working group and thank you very much for all of your feedback and we're gaming the minor issues each of the details that came out of those discussions made our job a lot easier on the hill because we'd already feel that many of the confirm so thank you to all of you that were a part of that so before we get into what the legislation does I want to give you the facts on on the Gemini cakes it's a lot of that deals with the changes in the law really deal with the procedural changes it's really a sequence of events or a sequence of timing of when you send your notice out or who sends the notice or who who and how all of those interrogatories get filed so some of that is relative to what we're Gemini the facts of Gemini where that all started so looking at gemini the case actually started as a very simple credit card collection case storey County small claims right Sears food bill new for racking up charges for is his tool book tools into a lot there at Sears still new losses and judgments entered for story county or excuse me for sears with gemini and still new appeal he wins discretion appeal at the appellate court level based actually on the statute of limitations argument they were they blew the set limitations like one month so that but during that appeal selection hands up winning the state court case they pretty fired up about it right he's empowered but during the appeal itself gemini the creditor is executing all the small claims judgment they send a bank garnishment out to wells fargo and the sheriff they get a hit the sheriff's holding the funds from mr. news account because of the appeal geminis council never actually goes to condemn the fun it just fits with the sheriff right for 120 days so because they never actually condemn the fun no notice of garnishment it's sent to fill new the old statute 642 14 at the time only required Phil to get notice of the garnishment 10 days before your application to condemn the funds with file so Gemini and fears they never they never surrenders have a sheriff surrenders buns over to them and if sheriff actually returns to the funds to fill now we are going to get the federal court still new do you think that this was right he brings an action in the United States District Court for the Southern District of Iowa against Gemini and the law firm saying that this is a violation of his constitutional rights under 42 USC 1983 and the Fair Debt Collection Practices s the allegation essentially is that the creditor and a lot more firm violated his due process rights by garnishing the bank account without sufficient notice right so the question is his funds were hotels for 120 day no noted as a violation of my constitutional rights by you the law firm and the creditor defendants ana let's bizarre we file summary judgment we are viewed they argue one we're not a state after 1983 doesn't apply and two we complied with 642 14 at the time we didn't have to send a notice of garnishment until 10 days before we condemn the fun summary judgment tonight and here's the holding the key holding judge our new versus feminized is sizes of 52 2012 ruling and that may ruling pretty much kept the 1983 and FDA fdcpa claims alive the case settles later does in case you wanted to jump to the conclusion k settles later but here is the holding from Judge theatre that caused the section from concern one dead says six 42-14 the way that you complied with a law at the time it's not a defense it's still a constitutional violence violation that's violate a dead rescue process right and then the court found that there was state action to support the constitutional violation because you as the creditor are participating with the clerk of court and the sheriff in executing the garnishment there we go but that's pretty much how we get to at least when I see three claim and the FDCPA clink stay alive and the Holding was at six 42-14 unconstitutional and there are three reasons that the judge that we picked up anyway from the section three reasons is unconstitutional and and this is what we kind of focused on when we were looking for a fixed first at the time of the deprivation of film news bank account at the time that it was what that's levy there was no note the no effect 10 days before condemning funds is too late so he didn't have notice at the beginning and 10 days before condemning funds is too late so what's the right amount of time the judge says the notice must be reasonably calculated to apprise a party of a tendency of action and afford the debtor the opportunity to object so somewhere between zero days and 120 days was our window i briefly calculated notice in order to satisfy those due process concerns second the court said there were no notice of exemptions provided third at the time worthy notice notice of exemptions at the time that your account was frozen the judge judge's opinion was that you needed to provide notice of those exemptions at that time so that's the debtor could come in and object and then lastly the fact that you've provided the notice for the hearing at the end most of our north of garnishment for affected have a notice of the hearing opportunity and explain that to the debtor on that form but the judge says the fact that you're giving them that opportunity at the end before you condemn their funds after it's been frozen for 120 days unconstitutional so that's what we're working with from the holding and this is what this is the plan we put together we put working groups together in 2013 right asses about a year after that holding went into effect and we were working with it in the practice out there in the field and then we put together working group both that summer and the following summer to revise the statute the goal was really near term and a long-term goal first we need to address six 42-14 and what judge metered had concerns about and then the section council also looked long term John Kramer thank you for being the audience those of you that want to be in the long term where can you repeat here to take your volunteers but we also determined that many of those long term fixes and review that execution statute the chapter all together so that's that's what we came up with and we started first our first attempt was a 2014 amendment and then we also did a second attempt which were the two thousand fifteen months so i'll start with the 14 amendments our first try at all of this and then we had some issue so we gave another shot and I think we've got a good stick from the second try here so here's the first the first amendment for instance 2014 those amendments did a few things first we added a pre condemnation notice so a front-end notice I was 6 42 14a so in the life of a garnishment you usually would have your post post garnishment notice at the end that that was the old 64 a 42-14 where you'd send your notice to your debtor before you condemn your funds the 2014 amendment added an additional notice on the front end so you provided notice to the debtor on the front end right when you were done for freezing their accounts and you had to notice on the second end on the back end to the other 2014 amendment requires a notice the sheriff to serve that front and notice within seven days of serving you're going to eat so a typical garnishment creditor attorneys all lobster kind of just a standard bank account garnishment with judgments we go through our prez be processed acute with the the sheriff we deliver our documents for execution with the sheriff sheriff goes out to well fargo delivers the garnishment documents to wells fargo wells fargo will then have 20 days before they have to respond to the sheriff and answering those interrogatories the key there is when the sheriff delivered under the 2014 amendments when the sheriff delivered that execution to well fargo the sheriff in had seven days to turn around and sort of film new or the account holder with that notice of garnishment what what's happening there is sometimes still knew where the debtor was getting noticed before the bank had even had a chance to process and levy on the account so that's where we had 2015 attendants but just that that for that was coming where that came from so that that's the pre garnishment notice with Sheridan and were required to use the sheriff was required to serve a notice of garnishes to better within seven days of the lending institution or the garnishee getting notice the other amendment 2014 amendment change allows notice to be served by personal service or restricted and certified mail and then we also require notice we serve to the debtor in the debtors counsel of record with over the tea 2014 amendments and I just just note that the wage garnishment were not impacted by the 2014 amendment however there were some questions that came up following these amendments there were some questions and some additional redundancy and costs that came up and we heard a number of concerns throughout the year through the section members and even County Attorney's and sheriffs about this process so we took another crack at it here are the four main concerns that came up first the timing which is what I just reference first notice was being served on the garnishee or the debtor or the debtor before the garnish she was responding so oftentimes the debtor was receiving a heads-up or more importantly you are spending money to send a notice out to a debtor potentially on a base that didn't even have fun or didn't even have an account for a debtor so John says christina i am paying to send that the sheriff to send out these notices when I don't even have potential account that's being levied on gotcha John good point so the next issue we heard is the creditors are still in the dark the craters council were defended in that new versus Gemini hate the fact of the 2014 amendments didn't change that fact creditors were still in the dark because when the sheriff of serving those notices of garnishment or the garnishment risk on that thanks we still weren't getting noticed maybe until the end of the garnishment that that actually happened those affidavits of service from the sheriff there were no requirements for them to file those which give those to the creditors Council and those of you that have assistant to a call out to the sheriff or called out to the banks to try and find what's the status of the service of my Garcia you know I'm talking about it can range from a sheriff doing it within a week to a couple weeks to will back to you at the end of the garnishment so there is still a concern that creditors councils were on the hook still for not having this notice to those debtors properly served we still had a constitutional problem here third we had some inconsistencies in application some people were some of the sheriff's were charging double for the pre and post garnishment notices some folks will only serving both notices up front so we thought and it was duplicitous when you read judge Viator's opinion the concern is really at the time of the garnishment at the time of the deprivation of property you know are they getting the notice and the opportunity to be heard to challenge that and then we heard a lot of confusion on whether or not the pre and post garnishment notice applied to employers as you know wage garnishment is a different statute so there was still a question of whether for wage garnishment you need is both pre and post notices or however the shin however the employer is supposed to implement this so those were our concerns with 2014 which is where which brought us to 2015 in minutes and this is the state of the law as it is now so this is the the practice pointer portion we're here here is in in practice how they have the statute is now apply so just I guess summary number one there is one notice of garnishment to the debtor / garnishment now can you send a pre and post guards but no is short but the key is under judge's decision you need to send your notice of garnishment to your debtor which we have a new forum for at the beginning of your garnishment instead of the 10 days before condoms condemning the funds standard serve it as beginning now we'll talk about the timing of that here in the point number four but there's one notice of garnishment now not to number two we distinguish the notice requirements between employer and employee employer garnishment essentially 642 14b just says hey this doesn't impact any of the wage garnishment statute that already sets out the procedure for that so this is strictly non employer garnishment seizure lending institution non-party garnishment or a non-party you know my mom inheritance that first thing not wage not employer garnishing third we shifted the burden of controlling the control of the service of that notice of garnishment away from the sheriff and back to the creditor or the creditors agent you can still use the sheriff at the beginning this notice of garnishment to the debtor in the past the sheriff's would want you to send all of your execution documents to them with a check in advance and they would just send out the documents and serve those when when as the process went along you do you can still do that or you can keep that notice of garnishment and and have that sent by a process server or the sheriff yourself after you use the interrogatories are filed within the return of service is filed with a file with the court so that gives you a little bit more control on fees and costs and when you want maybe want to use that send out that notice of garnishment form many practitioners still just use the sheriff and do it the old place and rely on the sheriff to get that sent out in the right time I will point out that the Attorney General was very adamant that the creditor would not a creditor or creditors Council itself would not put this notice of garnishment form in the mail they were very adamant that I needed to use a process server or a sheriff so I will note that during the legislation legislative process itself that was a sticking point for the attorney general's office so instead I send my stuff out to my process server when I send my stuff to the sheriff my face Julia I'll give you a call and you drop this in the mail after I hear that the bank has returned answer of interrogatories saying they have some fun so she just on standby and drops it in the mail after we get that noted but the bank doesn't act have some luck I might be don't go ahead a little bit but that NASA are the first three changes the mix three changes number four we now require by statute the sheriff to e-file the bank's answers to the sheriff interrogatories that we'll also have your affidavit of service on it which will show when the bank usurped but the sheriff is now required by statute to actually eat bio that and you should get notice then when the sheriff sends the file those interrogatories and you should get notice than on your e-file system as to what the garnishes response was and if the bank says no there's no funds there and you have no need to send a notice of version to the better if the bass response is yes we have fun congratulations you've got to get that is the trigger then for the notice of garnishment to the debtor you have seven days from that e-filing to send your notice of garnishment to the debtor which is formed 308 which was in a toxic a year so that's our new form that our sequence of timing that's our trigger now instead of some time seven days after the sheriff serve slender you now have seven days from the time the sheriff d files that its garnishment interrogatories lastly we remove the redundancy of serving a notice on the attorney of record due to the e-filing but also because we heard from debtors counsel that they don't represent they weren't representing that particular defendant through the execution process and it was just kind of a waste that there's their time so we thought well the e-file covers the notice provision and you're serving it on the debtor within seven days of the sheriff filing the answer to interact tourists so this is hypothetically we were talking about the timing window you know judge Vader says 0 days would be great 120 days is too late we were trying to really work with what would be a what is the right time frame what is reasonably calculated notice to a debtor so as not to give them the heads up you know before maybe the lender puts the levy in place but also to give them recently calculate the process when we came up with essentially the seven plus seven days but potentially as you know the the garnishee the bank has 20 days actually some answers from Roger back for you potentially could be looking at 34 days week we the committee the working group and the committee came up with these recommendations I think we were a 10-7 or 10-day window Attorney General and the County Attorney's seven was sufficient so we went with seven business days those are your key timeline these are the 2015 summary here's the form this is the big takeaway i guess i would say your new form or notice of garnishment if you've been using like death quarter in my office we've been using the same notice of garnishment and their same writ of execution you know form set for four years we've now revised those forums he reflects 2 2015 changes recommend the same things for you this form 308 was drafted by the section council and is out floated and can be found at the hot box for the Iowa bars I was violence so if you're looking to see if your forms up today I circled some of the key provisions that were changed on the top left you'll see form 308 on the right there in the pleadings caption area you'll see its reference 642 14a and then you'll also see number six I always what's the number six in my forms because this is the one that the county attorney just fell on the sword about they really wanted this provision in there and it has to deal with collection of criminal penalties so to me if I've got number six on my form I've got the new forms if I don't I need to get into high hot box and get the next one pulled up again this is the notice of garnishment form that goes to the debtor some sheriff's will require you to send all of the execution documents with you know right at the front of the garnishment process others in my practice my preference is to hold this for back to see if I've got a lender that actually is holding an account for my debtor then I'm not spending up your fees and costs with the sheriff to send a notice of garnishment out a if I don't have a lender with funds there and be that they're not sending it out chief soon this Kristina's way of doing it I guess I want to open it up for some discussion if their counsel in the audience or online here if you have some experience with this or concerns about this or or tips certainly want to give some opportunity for those in the audience you know they'd have questions now I kind of started from a position that may be understood the execution and Guardsmen statute procedures to begin with but the real two years the sequence of timing has changed where you used to send your notice of garnishment at the end before you condemn fund that needs to happen at the front end and a debtors counsel could certainly argue that you didn't follow this procedure timing wise and therefore you know the remedy is that you're not allowed to condemn those funds when you go forward plus you're risking a potential constitutional violation my risk management you know council doesn't like that at the firm are there questions from the audience about tips or concerns mr. Kramer had my first litigation of some of these issues already hold additional though when we got appeals was not really helpful but better counsel oki here that are you that we are going to notice right started the rig before we even started directions process just make sure not out for me early and he RPG is too early that are chemical also then or use it its height of the statute that you brought those required you actually list each creditor and the technologies for every single pressure that you garnish so that you would know which garnishment it is person would need until we have these three garnishment but we set one notice they just had years all of your eyes respect awful those of those do you okay so for those on the web I just I guess I'll repeat the comment okay and so mr. Cameron is shared with us said this has come up in litigation where they actually sent their form 308 their notice of garnishment to the debtor on the front end it was too early and you want that issue it sounds like okay and then the second argument was that on your notice of garnishment form the debtor argued you know you should be you should list each of the garnish fees you should list well far though you should lift the remax real estate concepts because we you know they're so on a house when there's proceeds are you should lift my grandma who is a about today and I you know the inheritance bloody is out there than 49.8 and the yard steps debtors argument and apparently mr. Kramer you've won that argument so far okay all right so too too late to early where you still have the sweet spot light now okay very good very good any other experiences or concerns I guess from the audience's you're you're going through these any lenders in the audience concerns questions wonders council okay all right so the takeaway is update your form 308 brief your your legal assistance on watching for that Karis interrogatories to be filed because that's your tiny nuts your trigger on sending that notice out again this applies only to non wait garnishment hopefully we've got a good sweet spot here in the middle on six 42-14 all right here are some reason these were effective last July here we go moving on to our next topic the uniform fraudulent transfers at and so the 2016 amendments to the uniform fraudulent transfer sack you may know that if I were cold chapter 6 84 684 was implemented back in 1994 after the uniform law commission had passed their own fraudulent are those transfers act in 84 took us 10 years here in Iowa to adopt the old life but the key now is 30 years of case law has brought us forward into the next generation and the key to the amendments here is that the fraudulent transfer act is now called the voidable transactions at and this is effective now so if you are in the middle of the 684 claim or considering some fraudulent conveyances this is applicable to you now so now that the word the name change went from broad devoid I thought in the galaxy fame I'd go with the boy and as the creditors council boys easily make a fifty percent of the universe and while collectors of Lexie's collapse boys grow if some if someone put you in random location the universe you very likely end up in a void and of course I think is a creditor's careful fifty percent of my cases are you know avoidable cases so as my little prayers you must but it really just to maintain is not not likely a substitute we'll get into that a little bit but there's my boy for those face folks out there so coverage us the amendments hear this again came out of the uniform paste law or the uniform law commission and this was proposed legislation both between the business law section and the commercial and bankruptcy law section based again on some uniformed Law Commission recommendations last year and the purpose was to enact amendments for voidable transactions Act formerly known as the fraudulent transfer act and the amendments are to reflect recent developments over 30 years of case law to clarify and step codify what really is the state of the case law so the portable transaction act background we just reference that that is to update 684 we adopted our original USPA and 94 and not revised it for 30 years this isn't a comprehensive change it's really tweaking some of what you might already know about the case or how you prefer the statute and how you've applied it over time but I'll highlight the six main changes here here's the uniform law commission's enactment status map there are nine states that have now adopted the UV ta as the Commission has set that force compared to the USPA so they're nine states and there are three still pending with this legislative session this is key because very Norton and I went back and forth about choice of law provision that's Nellis here and this is key because and I'm going to miss your spoiler alert right depending on where your debtor is at the time of the transfer determines which of law which states while you're going to use so you might be in Iowa or you might be in the bracken and the under USDA vs uva not a whole lot of substance difference in the statute but just to be aware that especially you you border folks Illinois on the same time right Nessa those are some of the other three pending we've not heard this is as of last week so there are seven main changes between the portable transaction Act which is what it's known now and the fraudulent convey in fact this is the summary will go into each of these separately I of course encourage you to read the full chapter 6 80 Flores as amended but these are you know highlights was summarized by Christina so what's open to those first of all the name change it was a governor's office called me when they were signing this off and says wait a minute this looks like you're loosening the standards for creditors Christina I know you do creditors rights work hang on a second you went from Boyd yet from fraud to void sneaky pee you live lessening the standard truth is we all know that's the actual standard in the statute fraudulent transfer was never really a fraud standard to begin with instead and no the transaction did not have to be fraudulent in order to be voidable even under the oh that if anywhere the standard with this if the transaction was made to when the transfers death transfer hers debt exceeded its asset or the transfer had that effect it was void a bowl so wasn't really a fraud standard begin with also the actions didn't have to be a transfer to be voidable that's why it's now void of all transactions as opposed to avoidable transfer boy will transactions acts suggest that it doesn't happy a transfer it can be really mirror occurrence of a debt you know debtor goes out and gets a new mortgage and NASA that can act avoidable transaction something like along those lines so number the big change number one we are now not us PA we are you vta mr. Norton guiding clients when you're dealing with this picture ariat law trying to make them not do a transaction will transfer bring this is why is that it tears pearland both you Mike it's not on just yet there we go this thing on I heard to say that and getting guiding clients dealing with your area one of the things by a thousand years that you use the term process transfers if you're the help and then they all turn back away from the transaction or transfer entirely and they're worried that they're going to commute for a crime will adding and you can't it's really hard to make sure that they get it and using different is using this terminology action is a lot remember vs actually describing look through month that was a little things I of interesting at times gone by that reacting God concept that will try to sell my mind that five years oh all right let's stick your in a li you cute funny attitude thank you so that works on our benefit as well avoidable transactions summary number 14 name change the second one and this is the one that I alluded to earlier I don't I wasn't so excited about this change at first when this came over and can I went back and forth with Jerry and a few others about now we want to adopt what uniform law commission saying for choice of law here in Iowa or do we want to somehow make this more favorable for us and especially on the egg and the land land state that we that we value here we ended up coming down on the side of adopting uniform law commission's recommendation and here is here is the change following litigation which states fraudulent transfer law is applicable section 10 B of the new of the new Act provides that a claim for relief under the UV ta is governed by the law of the jurisdiction in which the debtor resides at the time of the transfer so hypothetically we're thinking okay going after Nicole Nicole's got a condo down in Scottsdale and she owns her part of a trust that owns some land up there Webster County and and she sells the condo and you know I think this is avoidable transfer avoidable transaction you know the question of whether I would use Scottsdale's law or Iowa law we ended up coming back now with the uniform law commission adoption will be using Iowa law for all of those transactions it's all applicable to where the data resides at the time of the transfer as opposed to having three or four different laws applied depending on where the asset was located for example that's kind of the debate so we came down on the side of where the data resides that is the choice of law provision that is now codified here in Iowa and also section 10 also sets out from rules for determining what is the gutters location at the time of the transfer so but that you know read that one tonight we're when you're looking to get some sleep but the choice of law provision is the second suddenly the third maintained it has to do with evidence and burdens and shifting of burdens of proof for there's five sections of flexible regarding the evidentiary changes essentially we're providing uniform rules for the burden of proof and standards of proof for the UV PA so first let's start with presumption so you know is it presumed the avoidable transaction or not if if the debtor makes this this transaction you know who has the burden to where it is a presumption life and to be was implemented I'd say Leslie provide that a debtor who is unable to pay the debtor stats as they become do other than a result of a vote by dispute is presumed to be insolvent and the presumption that imposes on the party against with assumption is directed so then the debtor has the presumption to prove the non-existence of insolvency is more probable than its existence so we shifted to a presumption to the debtor that is to be their presumed to be insolvent if they are unable to pay their debts as lady come to the Bourbon is still in there on the creditor under Section four and five ave avoidable transaction act and so we're a creditor is seeking to declare a transfer or transaction void the creditor still has the obligation and still is allocated the burden of proof so you still have the initial burden it shifts those sorts of things those are found in the bow section 45 and then to be the one that I really wanted to talk about with the standard of proof and again this is the one where you know I kind of got called out like hey looks like your lower in the standard here Christina and this is a used to be a broad case now avoidable the standard now is codified for standard of for the standard is a preponderance of the evidence not a clear and convincing so for fraud you had a clear and convincing standard whereas there's normal civil cases you had your preponderance of the evidence the statute Qaddafi's that you don't have a fraud standard this is not a fraud act as as where he said this is a portable transaction it's not fraud and so we the statute does in fact dispose of the fraud standard and the confusion that we've seen in k-12 is for years and adopt a clear or a preponderance of the evidence standard as a normal civil case and again this is consistent with the principle that it's voidable even though it may not reach like a level of fraud so standard approved it is in fact your stance standard civil litigation standard of preponderance of the evidence you more likely than not not a clear and convincing fraud standard I know that I totally you know I got called out on the curvy like you're you're lowering the sand actually it's consistent with the voidable argument not a project so it really changed beautiful lot the fourth changed the fourth the summary of the amendments is that we deleted special definitions of insolvency or partnerships so 30 years ago when a usta teams respects we didn't have a lot of the statutes and legislation about partnerships and how partnership interests were treated and so under the USPA partners had that personal liability exposure the key with the UV ta actually less is more in favor of the debtors in this situation and actually does follow along with the state law on how those partnership interests are treated so if a partner here in Iowa wouldn't have in that particular partnership personal liability they are not implicated with personalized only under the UV ta just inconsistent with the state's application of partnership law development over time so forth vicki has to do a big change has to do with partnerships number five deals with defensive and if you're into some of these is a little bit better to read those those statutes themselves but I'll be my best here to summarize a few of the key changes so the first one that revised generally the general statement from the ulc the uniform law commission is that section 8 the defense's generally are revised to refine relatively minor respect of several provisions and specifically talking about being a the USPA right now includes complete defensive for good faith and reasonably equivalent value but the voidable transaction Act adds a requirement that the value must have been given to the debtor itself just one additional element in order to to use that defense it be it really comes out of bankruptcy code 5 50 a and B and creates the defense for a subsequent transferee at the how the case while I was playing out anyway and it seems to be good not to include that test early so here we are we've rewarded and clarified that provision that consents to allow subsequent transferees to evoke that defense with easier more easily and aligns more with 550 a in the Bankruptcy Code lastly a defense to highlight is this key to and this talks about transfer under article 90 strict foreclosure versus a partial conveyance or a partial satisfaction of your obligation under article 9 and I don't want to get into the next topic of UCC updates but should you fall under one of these situations for your transaction take a look at 82 and the the applicable defenses that may exist therefore our combined transaction or transfer so that was that was updated as well all right and those there's only two more so number six again this is codified to reflect the updates for limited liability companies over time what we were found finding is that some states such as Iowa authorize the creation of series LLC and where each series organization with yellow within the LLC was treated as a separate entities and our LLC statute in Iowa does treat each entity as a separate entity however not all states make that clear that every every series is a protective entity protected series as an entity so the new amendment you've EPA is designed to show and to complement those against state law limited liability statute and suggest that whether or not a series organization is explicitly regarded that as an entity or a person under the UV ta it does apply UV PE UVB new VP a justified to each of those series entities in which the organization would engage so essentially from one else LLC to another LLC back to be considered a voidable transaction lastly we update record verses writing to be I guess more consistent with the technology and and to identify more closely with like our uniform electrons that collector transactions act and the NCBA with MVC a which replaces the word writing with letters and then we added a definition of record tangible meany medium stored either electronically or in hardcopy so just so there's no weaseling around or no no dispute as to what writing is not writing anymore it's now a record those are the seven main changes under the UV PA and Iowa Code 684 name change so we now have the voidable transactions act instead of the fraudulent conveyance X we have a choice of law so where the data resides at the time of the transaction that's what which laws where you apply our evidentiary matters definitions of partnerships and applicable provisions for LLC's defenses and then updated writing to record these are effectively effective immediately they were signed into law a few weeks ago so we are now under the UV ta instead of the UFT eight again no major substances changes but certainly a title change and if you're updating your petition form for a uniform parchment conveyance X throw the voidable transactions act in there instead so that takes us through the two main topics for today's presentation there's materials in your handouts that actually include the statutes as revised so you can see kind of the red line changes if you're interested in all the particular words were strike outs and replacements but I also include that form for the notice of garnishment 642 14a that form 30 a so if you need to replicate that language in your own you know word document form or if you are actually a recipient or your client is as a debtor campus is a recipient of the old notice form you know I would propose to you unless it's John Kramer or I on the other side 92 I would propose to you that that creditors not following the current state of the law it potentially has a constitutional violation of their hands there's an article in there about the garnishment statutes last year and then the udta updates I have a number of materials from unifor Law Commission if you want some more on that for the UV PA those are also available to just by googling the uniform law commission they've got each of their provisions that they're working on around the country set out real nicely you can just click through some things if you want to get a status update on that map that's from their website so those are the two topics we're going to officially cover today but at this point and I don't want to give get hurry off of timing too much here but at this one I did want to take some discussion from the section and those online as well we first start our there any questions from the presentation yes ma'am also the question was that this voidable transaction has actually affect the statute of limitations I'm not aware that it does well apparently it does so we have a four year look-back period for our transactions in thank you are there any other questions about the presentation gets her back to the garnishment it's not done if every plevin or well bargain is not done pursuant to the code with the penalty you mentioned Texas once and every time I see some bizarre being done they tell me for from testify in an attorney Tony group of judges also when they do this catch the style and do it wrong or preview defense of your client or what can you recover for your time I'm glad you brought that up there was a lot of discussion of remedy well as the sheriff doesn't serve things right what if the creditor doesn't follow the future right in the whole garnishment drown out voidable is it a constitutional violation I would submit to you that those questions are open we were unsuccessful in codifying any penalty for the sheriff imagine or not for following the procedures but you know our big concern is that we're using that we're being accused of using the clerk and the sheriff as our agent perfect for violating a test to tional rights we wanted to be able to have some checks and balances they're the best thing we've got was able to do is to require them to file the notice that week at least be in a little bit but your question is an open question and I would submit to you that we've yet we've seen everything from a challenge of the particular garnishment that it would be voidable to we've not seen yet anyone accused this or identify this as a constitutional violation yet but I would submit to you that there's certainly room for a question on remedy here other sauce anyone have any other experience practically on how that might play out or have ties played out I would challenge you could quash the garnishment right a motion to quash yes sir here's my concern ah exactly yeah good to notice from the share of that achievement Agarn equal to factory five right here FIFA content to share me say okay sheriff I Monday night sheriff doesn't get a Java what you do I mean I wouldn't condemn my fun I'd be here Falls condemning my firing you up playing with a desired body right I think that that leads to a strategic decision do you continue with your garnishment do you release your garnishment early start it all over your ribbon taker I mean I would submit to you that I would start my garnishment over I just don't want to be the law firm that food and in Southern District of Iowa things always happen another Irishman serve Iowa absolutely it that's a technique but then again you're still you're still relying on the sheriff to send it out and it need to be sent by certified mail are they going to send you an affidavit that says I put this in the mail and such and such state so that you can compare your seven days when you have to prove up your condemnation application i use my process server I use my trigger of the east date from the sheriff but she's also $35 and and webster county i think is in that like 185 right now for certified mail service so no now my procedure is to use my process server to drop it in certified mail to my better my procedure for serving the bank garnishment is to use the sheriff to do that because they have to do that one yeah but as far as the debtor piece and my notice of garnishment I try to not send it to the sheriff to do just because I wanted to maintain that control and save a little bit of cost but I don't remember what to county it was recently they did require me to send it all up and it wasn't worth you know whether it's this dispute because that's just how they've always done it and I was like well 642 14a doesn't require me to use you anymore but you know it's not what the discussion he sent it all at once and paid to see good question though it's a speech of choice what do you do if this limit is if the timeline wasn't met the remedies are still an unknown question John any thoughts on that we went a little bit round and round in the committee level on some of that music video argue 10 free running and the old issues notices you have actual notice that are internationally alarm because you know you know not America you know whatever it is you're going to catch the first leg thing there is in remission because dream lyrical broker to just follow very much developed undersized protein measures people have knows if you're given a notice yes at great but ultimately there's no attention anyway there should be from me it's a no unfollowers thing but definitely committee have none people on the other attitude we want to leave that open place we grab enough to have that be clear so deeply in English they want to they want already this desire drumming TV quash and tell how this works I would also commit to you that kind of your catch-all provision is judged viateur sprays of reasonably calculated notice that was a real question so have you have your procedures provided reasonably calculated notice and so that's an argument you might want to use verification whether there is any luck right you know even as a journey it still a record or not or was it drawn or not the desert still has access to the files lashira the surface notice turning interrogatory responses that are hidden exact something there has any violence matter of all the decorative a terrific on cases so that the second notice so as a creditor they're saying any idiot the one notify certifying a little yeah that's true that you haven't noticed seven days before that because it was following a man is perfectly on the cases she was in error counselors withdrawn and only have an obligation event registered and carpeting on some certainty violence isn't the least you notice that our actual so also mention that what about the fact that the debtor actually got notices a lawsuit to begin with right they were personally food with the petition personally you know went through that process and had a judgment entered against are you kidding me you didn't have noticed that you have money to someone judge leader says and that argument was raised during arguments on the summary judgment judge mater says that's totally different that has to do with the petition that doesn't have to do with the actual order to levy and the the deprivation of somebody's financial right at the end of the case so don't try you that argument it may or may not fly the reason we casually noticed seems to be where we come down on it other questions or concerns do we need to take another a third shot at this one or we'll see how this one plays out so far than shares county sheriffs Association has been okay with it but there's certainly room on both sites don't mind emotions with that I do want to pay just one last few minutes to solicit any any questions I guess from the most no questions okay thank you I did want to solicit a few hot topics or concerns that may come up in your practice as far as a commercial area or bankruptcy litigation area as we will be preparing for next year seminar and our legislative affirmative legislation for the next next session anything that's that's real albatross or hot topics questions okay well seeing none I apologize i do have we have our firm strategic planning retreat overnight trust Falls and all in coralville tonight and tomorrow so I actually have to leave early from the seminar today a holiday so it can be with you but I'll be around for a few more minutes if you had specific questions in your scenario maybe that you're working through and you can find me at an I master firm on the website I'm happy to take calls on and if you're roaming through one of these roadblocks or challenges I can at least give you my impression based on all the committee work where we call maybe some of those fall out thank you thank you so much does ray again Great God put in the program together and if you're having us today with that thank you