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Drafting Receivables Purchase Documents: Avoiding Contracting Pitfalls for Sellers and Purchasers

Key Provisions, UCC Requirements, Bankruptcy Principles

Recording of a 90-minute CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, December 18, 2019

Recorded event now available

or call 1-800-926-7926

This CLE course will guide counsel through crafting critical provisions in the Receivables Purchase Agreement and similar agreements (RPA) and other transaction instruments. The panel will provide practical strategies to avoid common drafting pitfalls, minimize contract disputes, and protect client interests.


This program will explain and discuss the UCC underpinnings of the RPA market, including such issues as: the definition of "account" and how it has been expanded; the UCC provisions invalidating restrictions imposed by account debtors on transfer of accounts; rules on perfection and priority; and certain state law variations. We will also address the concept of "true sale" and what that means to both purchasers and sellers. We will also analyze how cross-border transactions intersect with this legal background.

We will also consider such concerns as due diligence, inspection of underlying documents, and the risk of fraud. The panel will discuss document provisions often used in this market, alternatives, and tips on negotiation.

Listen as our panel of experienced practitioners guides listeners on how to prepare, negotiate, and close transactions in this dynamic market segment. Our speakers will help parties better understand the complex legal questions that often arise in these transactions.



  1. Committed and uncommitted programs
  2. Single purchaser and multiple purchasers
  3. Who is the "seller"?
  4. Recourse and non-recourse
  5. True sale
  6. Dominion
  7. Factoring and merchant cash advance
  8. Maturity, collection, and other types of factoring arrangements
  9. Electronic platforms
  10. Types of receivables--market observations
  11. Concept of "eligibility"
  12. UCC searches, filing, and priority
  13. Governmental obligors
  14. Bankruptcy implications
  15. Debtor-in-possession issues
  16. Disputes


The panel will review these and other noteworthy issues:

  • What are the principal features of documents utilized in this market?
  • What are the issues for banking organizations as purchasers?
  • What are the licensing requirements for non-bank purchasers?
  • Which provisions of major agreements are standard, and which are often negotiated?
  • Which documents are usually required at closing, including legal opinions?
  • What issues are commonly recurring "sticking points"?


Smedresman, Peter
Peter S. Smedresman

Satterlee Stephens

Mr. Smedresman represents major international financial institutions and multinational businesses with their corporate...  |  Read More

Wurst, Jeffrey
Jeffrey A. Wurst

Ruskin Moscou Faltischek

Mr. Wurst is the chairman of the firm’s Financial Services, Banking, & Bankruptcy Department. He has...  |  Read More

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