Commercial Construction Credit Specialist

This Specialty Certificate is designed especially for commercial credit executives in the building and construction arena.  The course will cover construction terminology and the importance of contract terms and forms that will reduce costs and motivate a debtor to pay. A brief guide to the Uniform Commercial Code will be presented, along with descriptions and explanations of Article 2: Sales; Article 6:  Bulk Sales and Article 9:  Secured Transactions.  Learn the terms the Uniform Commercial Code adds to your contract automatically unless you “otherwise agree”.  The mechanic’s lien filing process will be explained, including when and why to file a preliminary notice.  Other topics include payment bonds, the difference between public and private entities and dispute resolution options.

Module Levels are indicated as follows:

= Basic          

 = Intermediate         

  = Advanced          

 = Update

Battle of the Forms

You have learned the importance of having good contract and credit terms with every customer.  In today’s world, electronic and facsimile mail is sent back and forth between you and your customer, discussing a sale of goods.  What if nothing is ever signed?   When do you have an enforceable contract?   Will the terms in your quote or the terms in the customer’s purchase order control, when they are in conflict?  How do you win the “Battle of the Forms” in a Uniform Commercial Code sale of goods?  This presentation will answer these questions to help you navigate the “Battle of the Forms”.   After successful completion of this learning module, the student will understand the different contract forms, the Mirror Image Rule, Acceptance, Confirmation, the Forum Selection Clause, Notice and Opportunity to Cure, Exclusion of Express and Implied Warranties and Limitation of Liability.

Speaker Bio:

James Fullerton is a graduate of the University of Colorado and the University of Virginia School of Law.  He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton & Knowles, P.C.  The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic’s liens, surety bond and other construction claims across all of the states in the Mid Atlantic region.  He also represents creditors in bankruptcy issues nationwide, particularly defense of bankruptcy preference claims; advises on all real estate and construction law issues, including contract formation and disputes, defects in labor and materials, impact and delay claims, as well as doing litigation, arbitration and mediation in public and private projects. 

Credit Management Contract Terms

Learn the importance of contract terms and forms to increase profits, lower costs and lower risk.  Consider effective terms for Credit Applications, Proposals, Quotes, Guarantees, Lien Waivers, and Joint Check Agreements such as Attorney’s Fee, Service Charge and Forum Selection to lower your costs and motivate a debtor to pay.  Other topics covered include Notice and an Opportunity to Cure to protect against back charge claims; Limitations of your Liability to a return of the purchase price and Exclusions of Express and Implied Warranty; Limitations on Claims of Defect or Delay; and Trust Fund Agreements to make your customer a Trustee for your receivable.  After successful completion of this module the student will understand the importance of contract terms and forms, the types of contract forms, Notice and Opportunity to Cure, Limitations on Claims of Defect and Delay and Trust Fund Agreements.  A packet of camera ready forms for immediate use are available from the presenter. 

Speaker Bio:

James Fullerton is a graduate of the University of Colorado and the University of Virginia School of Law.  He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton & Knowles, P.C.  The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic’s liens, surety bond and other construction claims across all of the states in the Mid Atlantic region.  He also represents creditors in bankruptcy issues nationwide, particularly defense of bankruptcy preference claims; advises on all real estate and construction law issues, including contract formation and disputes, defects in labor and materials, impact and delay claims, as well as doing litigation, arbitration and mediation in public and private projects.

Dispute Resolution

What are the procedures and advantages of Litigation, Mediation and Arbitration?  When are Arbitration clauses enforceable?  When is Mediation a worthwhile use of time and money?   What is Alternative Dispute Resolution or ADR?  

Learn about Dispute Resolution Procedures in contracts and in the law.  Use the correct procedures to preserve rights to payment, speed up claims and lower the costs of claims.  

Learn how to navigate Administrative Claims procedures in Federal and State Public Procurement contracts.   You must understand Conduit Clauses, Change Orders and Claims Procedures to protect yourself from back charge or deductive claims and also to receive additional compensation for delay, design defects or changes on a project.  

Speaker Bio:

James Fullerton is a graduate of the University of Colorado and the University of Virginia School of Law.  He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton & Knowles, P.C.  The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic’s liens, surety bond and other construction claims across all of the states in the Mid Atlantic region.  He also represents creditors in bankruptcy issues nationwide, particularly defense of bankruptcy preference claims; advises on all real estate and construction law issues, including contract formation and disputes, defects in labor and materials, impact and delay claims, as well as doing litigation, arbitration and mediation in public and private projects.

The Uniform Commercial Code

Laws governing sales began in England when merchants developed the law of merchants or a system of rules, customs and usages that regulated their transactions. Eventually, the law of merchants was combined with British common law. By 1882, the English Bills of Exchange Act was adopted by the British Parliament, followed by the Sale of Goods Act in 1893.

Using these two English laws as an example, two sets of laws were created by the National Conference of Commissioners on Uniform State Laws in the United States: the Uniform Negotiable Instruments Act (1896) and the Uniform Sales Act (1906). Other laws relating to commercial transactions were also created in the early 1900s such as the Uniform Warehouse Receipts Act (1906), the Uniform Stock Transfer Act (1909), the Uniform Bills of Lading Act (1909), the Uniform Conditional Sales Act (1918) and the Uniform Trust Receipts Act (1933). By the mid-1900s, it became clear that these various laws needed revision to keep current with business and to be integrated into one set of laws.

In 1942, the Uniform Commercial Code was designed as a joint project between the American Law Institute and the National Conference of Commissioners of Uniform State Laws. It took 10 years for the appointed editorial board and drafting committees to produce an official text, which underwent several revisions. Today, the Permanent Editorial Board (PEB) for the UCC is the body responsible for the uniformity of enactment and construction of the UCC and for evaluating and preparing proposals for amendment.

Speaker Bio:
Wanda Borges, the principal member of Borges & Associates, LLC. Wanda has specialized in commercial insolvency practice and commercial litigation representing corporate clients throughout the United States for an excess of thirty years.

She is a regular lecturer for NACM and its various affiliates.  She has prepared and continues to update various courses including "Advanced Issues in Bankruptcy," "Basics in Bankruptcy," "Current Cases in Bankruptcy," "Creditor's Committees," and "Antitrust Issues," which have been presented at past NACM Annual Credit Congresses and at trade credit association meetings.  Wanda is also faculty member for the NACM's Graduate School of Credit and Financial Management.

Liens and Bonds: The Critical Nature of the Preliminary Notice

Construction-orientated credit professionals know the value of the lien and bond process and the basics: A perfected lien starts with a statutorily correct notice. In this session the preliminary notice will be stripped down to its basic components. , , This module will address the when, why and how the preliminary notice relates to retaining lien rights, while leveraging receivables down the ladder of supply. , From state nuance, thru timeframes and required elements, this must view module will get you started down the right path.

Making Sense of Mechanic’s Liens, A Practical Introduction

This is the first of a series of sessions designed for commercial credit executives in the building and construction arena.  The first mechanic’s lien was filed in Maryland in 1791, and today mechanic’s liens remain a vital part of construction credit.  Topics covered in this module include The History Behind Mechanic’s Liens, Construction Credit Terminology, Justifying Extension of Credit, Lien Right Requirements, the Three Steps of the Mechanic’s Lien Process, Capturing Information, Managing State Statutes, Lien Foreclosure, and Public Construction.  After successful completion of this module the student will understand the unique nature of construction credit, the three lien rights requirements, when and why to file a preliminary notice, the three parts to the mechanic’s lien filing process (preliminary notice filing, mechanic’s lien filing and foreclosure), how to collect and use information, and the difference between dealing with a public or private entity.

Reviewing and Revising Construction Contracts

Appreciate the costs, leverage and risk inherent in construction contract terms.  What do you really need in your contracts?  What can you live with?  What can you change? What are the deal breakers?  Understand Conduit or Pass Through Provisions; Pay when Paid and Pay if Paid Clauses; Change Orders and Claims Procedures; Scheduling and Delays; Limitations of Liability; Notice of Default and an Opportunity to Cure; Dispute Resolution Procedures, Venue and Arbitration; Waivers and Preserving Security Rights.   After successful completion of this learning module the student will understand the importance of contract terms, Conduit or Pass Through Provisions; Pay when Paid and Pay if Paid Clauses; Change Orders and Claims Procedures; Scheduling and Delays; Limitations of Liability; Notice of Default and an Opportunity to Cure; Dispute Resolution Procedures, Venue and Arbitration; Waivers and Preserving Security Rights.

Speaker Bio:

James Fullerton is a graduate of the University of Colorado and the University of Virginia School of Law.  He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton & Knowles, P.C.  The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic’s liens, surety bond and other construction claims across all of the states in the Mid Atlantic region.  He also represents creditors in bankruptcy issues nationwide, particularly defense of bankruptcy preference claims; advises on all real estate and construction law issues, including contract formation and disputes, defects in labor and materials, impact and delay claims, as well as doing litigation, arbitration and mediation in public and private projects.  

Payment Bonds

How can your company quote a project without knowing whether you are a secured creditor or unsecured? , The most important question never asked is whether a project is bonded. , When can you be confident that a project is bonded? , How do you obtain a copy of the bond? , What information do you need to collect to determine whether your company is secured? , Who is protected under a bond and how do you preserve rights? , Can you ever recover your costs of collection under a bond? , Can you accidentally waive your rights in your contract or in progress payment waivers? , How do you motivate a surety company to promptly pay claims? , This payment bond session will answer these questions and provide an overview of the federal Miller Act, the state Little Miller Acts and Private Bonds. , After successful completion of this module the student will understand how to determine if a payment is bonded, protections under a bond, waiving rights in a contract or in a progress payment waiver, the federal Miller Act, the state Little Miller Acts and Private bonds.

Speaker Bio:

James Fullerton. Jim is a graduate of the University of Colorado and the University of Virginia School of Law. , He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton &, Knowles, P.C. , The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic

Uniform Commercial Code - Sale of Goods

 Understand the terms the Uniform Commercial Code adds to your contract automatically unless you “otherwise agree.”  When does the UCC apply?  Learn to limit your liability to a return of the purchase price to avoid defect and delay damage claims.  Get a waiver of express and implied warranties.  When do you have the right to stop shipments and demand adequate assurance of payment?  What are your rights to cure any default in your performance?  How do you reclaim your goods if the customer defaults?  This module will answer these questions and help you better understand the Uniform Commercial Code Sale of Goods.  After successful completion of this module the student will understand when the UCC does not apply, Express Warranty, Implied Warranty, Limitation of Liability, Seller’s Right to Cure, Seller’s Right to Reclaim Goods, Right to Adequate Assurance of Performance, Notice of Breach to Seller and Battle of the Forms.

Speaker Bio:

James Fullerton is a graduate of the University of Colorado and the University of Virginia School of Law.  He is an attorney licensed in Virginia, Maryland, and the District of Columbia and is the President of the law firm of Fullerton & Knowles, P.C.  The firm represents owners, design professionals, suppliers, subcontractors, general contractors and other members of the real estate and construction industries, filing mechanic’s liens, surety bond and other construction claims across all of the states in the Mid Atlantic region.  He also represents creditors in bankruptcy issues nationwide, particularly defense of bankruptcy preference claims; advises on all real estate and construction law issues, including contract formation and disputes, defects in labor and materials, impact and delay claims, as well as doing litigation, arbitration and mediation in public and private projects