Motors Liquidation Co. v. JP Morgan Chase Bank, N.A., 777 F.3d 100

In 2001 GM entered a synthetic lease secured by UCC-1 filings on 12 real-estate parcels; JPMorgan was administrative agent and secured party of record.
In 2006 GM took an unrelated Term Loan (~$1.5B) secured by equipment/fixtures at 42 facilities; JPMorgan was administrative agent and filed multiple UCC-1s, including the principal Delaware filing numbered 6416808 4 (the “Main Term Loan UCC-1”).
In 2008 GM repaid the Synthetic Lease; Mayer Brown prepared closing documents and asked a paralegal to pull Delaware UCC-1s. The paralegal produced three file numbers, one of which (6416808 4) was actually the Term Loan filing.
Mayer Brown drafted UCC-3 termination statements and an Escrow Agreement listing three specific UCC-1 file numbers to be terminated; drafts were circulated to JPMorgan and its counsel, who reviewed but did not detect the error. The UCC-3 terminating the Main Term Loan UCC-1 was filed in October 2008.
After GM’s 2009 bankruptcy, the Committee sued JPMorgan for a ruling that the erroneous UCC-3 validly terminated the Term Loan perfection; the Bankruptcy Court held the filing unauthorized and ineffective. The Second Circuit certified a question to the Delaware Supreme Court about what authorization under UCC § 9‑509(d)(1) requires.

Issue	Plaintiff's Argument	Defendant's Argument	Held
What must a secured party "authorize" for a UCC-3 termination to be effective?	Authorization of filing the particular UCC-3 is enough; subjective intent to terminate that specific interest is not required.	Authorization requires intent to terminate the particular security interest listed.	Delaware Supreme Court: authorization of the filing is sufficient; no subjective intent required.
Did JPMorgan authorize the UCC-3 that terminated the Main Term Loan UCC-1?	JPMorgan reviewed and approved the closing package and escrow instructions; its manifestations constituted actual authority for Mayer Brown to file the UCC-3.	JPMorgan never intended or instructed anyone to terminate the Term Loan; filing was unauthorized and exceeded authority.	Second Circuit: JPMorgan had authorized filing (actual authority manifested); UCC-3 was effective to terminate the Main Term Loan UCC-1.

Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JP Morgan Chase Bank, N.A., 755 F.3d 78 (2d Cir. 2014) (prior certification opinion framing the questions presented)
Official Committee of Unsecured Creditors of Motors Liquidation Co. v. JPMorgan Chase Bank, N.A., 103 A.3d 1010 (Del. 2014) (Delaware Supreme Court answer: authorization of the filing suffices under UCC Article 9)
In re Motors Liquidation Co., 486 B.R. 596 (Bankr. S.D.N.Y. 2013) (bankruptcy court granted summary judgment for defendant, holding the UCC-3 unauthorized)
Demarco v. Edens, 390 F.2d 836 (2d Cir. 1968) (agency principles on actual authority)