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article 9 of the U.C.C., Mass. Ann. Laws ch. 106, secs. 9-101 to
9-507. (Law. Co-op 1984) (article 9). Respondent, relying on
Mass Ann. Laws ch. 106, sec. 9-203 (Law. Co-op 1984), contends
that a written agreement is required in order to effect a
transfer of ownership under that law, and that the sale of the
qualified export receivables in issue, therefore, did not occur
until each of the written agreements was executed after the close
of each of CVI's relevant taxable years. Petitioners posit, and
we agree, that compliance with the provisions of article 9 was
not necessary to effect a transfer of ownership of the
receivables from CV to CVI by the close of CVI's relevant taxable
years.
A recent commentary by the Permanent Editorial Board for the
U.C.C. addressing this precise question is especially relevant
here. We quote below the pertinent language from PEB Commentary
No. 14, 3B U.L.A. 89-91 (Supp. 1995):
It is a fundamental principle of law that an owner of
property may transfer ownership to another person.
Were a statute intended to take away that right, it
would do so explicitly and such a significant
curtailment of rights would be supported by substantial
reason. No such reason is expressed or implied in * *
* [article 9 of the Uniform Commercial] Code or the
Official Comments. Indeed, the sale of receivables
long antedates adoption of the Code, and it cannot be
supposed that either the drafters of the Code or the
legislatures that enacted it intended to work so
drastic a change in existing law without clearly saying
so. Moreover, a close reading of the text of Article 9
and its Comments, particularly in the context of the
pre-Code history, compels the conclusion that Article 9
does not prevent transfer of ownership.
* * * * * * *
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