Uniform Commercial Code

Uniform Commercial Code in the United States

The Uniform Commercial Code has entirely been amended or revised between 1985 and 2003. Most states have enacted these revisions and amendments.

Uniform Commercial Code History

• Early in the 20th century, several statutes were passed with the intent that different states would adopt the same statute.
• Uniform Sales Act, Professor Williston from Harvard, wrote First Restatement of Contracts.
• Negotiable Instruments Law, and other Uniform Acts were intended to be passed by every State.
• Some doubt at the time of the ability of Congress to regulate intrastate commerce.
• Karl Lewellyn got job of writing Uniform Sales Act; realized there needed to be a much larger set of documents that became Uniform Commercial Code. American Law Institute became co-sponsor UCC.
• Article that has been least revised is Article 2, from Uniform Sales Act.
• Article 3 was revised in late 1980’s.
• Under UCC 3-419, whether or not Niece received something for her promise doesn’t matter. This doesn’t mean consideration is irrelevant; if husband received consideration than Niece’s receiving consideration doesn’t matter.
• UCC 3-303 (b), if an instrument is issued for value as in (a) then there is consideration. 3-303 (a) (3): if instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due.
• Restatement of Contracts II: Section 71, Subsection 4. Allows promise to go to different party than party who gives consideration. Third-party beneficiary.
• In Strong v. Sheffield, if husband received sufficient consideration, then wife’s promise is binding, under UCC.
• Court adopts more formalistic mode of reasoning in Strong v. Sheffield and finds no consideration and thus no binding contract.
• Might want to include something in agreement acknowledging some sort of real consideration, that return promise was valuable.

Practical Information

The compilation of laws governing the handling of commercial transactions. This code has been adopted by the various state legislatures and facilitates interstate cooperation in commercial dealings.

The code had its inception with the National Conference of Commissioners on Uniform State Laws. The commission is made up of commissioners appointed by the governors of the states. This national body has as its purpose (1) the promotion of uniformity in state laws on all subjects where uniformity is deemed desirable and practicable; (2) to draft model acts on (a) subjects suitable for interstate compacts, and (b) subjects in which uniformity will make more effective the exercise of state powers and promote interstate cooperation; and (3) to promote uniformity of judicial decisions throughout the United States. (Revised by Ann De Vries)

Choice of Law

Parties to transactions, according to the Uniform Commercial Code, may choose any law that best governs their transaction, except in a consumer transaction in which the choice of law would deprive a consumer of the protections of his or her own state’s law.

What is Uniform Commercial Code?

For a meaning of it, read Uniform Commercial Code in the Legal Dictionary here.

Uniform Law Commission

The Uniform Law Commission provides US states with drafted legislation that brings some adventages to state statutory law. The organization comprises more than 300 lawyers, judges, and law professors, appointed by the states as well as the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, to research, draft and promote enactment of uniform state laws in areas of state law where uniformity is desirable and practical. Since its inception in 1892, the group has promulgated more than 200 acts, among them such bulwarks of state statutory law as the Uniform Commercial Code, the Uniform Probate Code, and the Uniform Partnership Act.

Legal Materials

The Uniform Commercial Code is reprinted in Lawrence’s Anderson on the Uniform Commercial Code (West) and Quinn’s Uniform Commercial Code Commentary and Law Digest (West) , with annotations and explanations, and Uniform Laws Annotated(West), with even more annotations. An historical edition is posted free by Cornell Law School. For subscribers, the ALI Library on Hein Online includes the 1962 UCC and UCC Drafts.

The UCC is searchable on Lexis (UCC;UCC) and Westlaw (with other Uniform Laws in the ULA database).

Sections of the UCC can be pulled off Lexis using the format: “UCC 4-102”.

State UCC Laws: To see how the UCC was adopted by a specific state, see Uniform Laws Annotated, the CCH Secured Transactions Guide, the “State UCC Variations” volume of the Uniform Commercial Code Reporting Services, the “Local Code Variations” volume of Lawerence’s Anderson on the Uniform Commercial Code or the relevant sections of that state’s statutes. You can link to free state code postings using the Uniform Commercial Code Locator. An annotated edition of New York’s UCC is published as “the Gold Book,” (i.e., Commercial Law: 200X Gold Book).

Cases: Case annotations are published after each UCC section in Uniform Law Annotated, and you can Shepardize UCC sections using Shepard’s Uniform Commercial Code Citations in print or on Lexis. In addition, UCC-related cases are digested and reported (and indexed) in Clark Boardman Callaghan’s Uniform Commercial Code Digest and the companion Uniform Commercial Code Case Digest. Digests of cases from a given state will be included in the UCC section of the state’s annotated statutes and the state’s West Digest (e.g., New York Digest, Ohio Digest).

UCC-related cases are searchable on Lexis (in the UCC library) and Westlaw (UCC-CS or UCC-CS+, which adds attorney general, comptroller general, county counsel and state comptroller opinions, etc.).

Comment: See “Official Comment,” below.

Drafts: Many drafts of UCC Articles are available in the University of Pennsylvania law school library’s online online Archives.

Forms: UCC Forms are reprinted and analyzed in the final Uniform Commercial Code volumes of Uniform Laws Annotated.

You can order forms to fill in for all states from Registre, Inc. (763-421-1713).

Filing Rules: Each state’s rules for making UCC filings are published in Aspen’s The Uniform Commercial Code Filing Guide and explained in Registre’s Uniform Commercial Code and Related Procedures. Note: Aspen’s Guide is available as a hardcover looseleaf and on Westlaw. Registre’s Guide is a 1-volume soft cover.

Otherwise, you can get filing information from the relevant state’s Secretary of State (either search their Web site or call them). In addition, subscribers can get filing information from CTAdvantage.com.

Filing Records: Many states post a free database of UCC filing records on their Secretary of State Web sites. Direct links to these databases are posted in Kathy Biehl’s ResearchRoundup: Business Filing Databases, BRP Publications or, for subscribers, SearchSystems.net and CT’s CTAdvantage. If that doesn’t work, you can link to the Secretary of State websites from Coordinated Legal Tech.

Alternatively, records of UCC filings are available for all states on TLO, Lexis (good searching, browsing and printing), Knowx.com and Westlaw (UCC-ALL or choose an individual state).

If you need copies of the actual filings, some of the government databases allow you to pull images online, as does the subscription-based CTAdvantage. Otherwise, your best bet is generally to call a document retrieval service that specializes in UCC filings, such as CT Corp or a competitor.

Automobiles: UCC financing statements related to cars, trucks and other automobiles are sometimes filed with the state’s motor vehicle administration.

Mortgages, Deeds of Trust, Mineral Rights, Timber and Fixtures: Financing statements relating to real property are filed with the county where the property is located. In these situations, you search the online land records, if available, or send someone to the individual county Register of Deeds or to get the UCC filings. See the “Land Records” section of the Real Estate entry in this legal Encyclopedia for more about online land records.

Official Comment: The Official Comment on the UCC is republished by section inUniform Laws Annotated and Lawrence’s Anderson on the Uniform Commercial Code (both published by West), as well as in the Uniform Commercial Code Reporting Services. You’ll also get the Official Comment if you pull a UCC section from Lexis.

Periodicals: Journals that cover UCC issues and new cases include: the UCC Bulletin(West), the Uniform Commercial Code Law Letter (West), and the Uniform Commercial Code Law Journal. The Law Letter has a regular feature called “On the Shelf” that lists significant articles from other publications. See also “Periodicals.”

Prefatory Notes: Prefatory Notes to Articles of the UCC are published in the relevant section of Uniform Laws Annotated, after the names of Committee members and before the text of the Article. Prefatory Notes are also available with the Drafts and Final Acts posted the by Penn Law School library.

Questions: The UCC is a joint project of the American Law Institute and the National Conference of Commissioners on Uniform State Laws . For more information about the UCC, call the ALI (800-253-6397) and/or the National Conference of Commissioners (312-915-0195).

Treatises: Good UCC treatises include Quinn’s Uniform Commercial Code Commentary and Law Digest (West) and Uniform Commercial Code (West) by James White and Robert Summers. Also, for Article 9 issues, The Law of Secured Transactions under the Uniform Commercial Code (A.S. Pratt) by Barkley Clark.


See Also

Further Reading

Uniform Commercial Code: Open and Free Legal Research of US Law

Federal Primary Materials

The U.S. federal government system consists of executive, legislative, and judicial branches, each of which creates information that can be the subject of legal research about Uniform Commercial Code. This part provides references, in relation to Uniform Commercial Code, to the legislative process, the federal judiciary, and the primary sources of federal law (cases, statutes, and regulations).

Federal primary materials about Uniform Commercial Code by content types:

Laws and Regulations

US Constitution
Federal Statutory Codes and Legislation

Federal Case Law and Court Materials

U.S. Courts of Appeals
United States courts of appeals, inclouding bankruptcy courts and bankcruptcy appellate panels:

Federal Administrative Materials and Resources

Presidential Materials

Materials that emanate from the President’s lawmaking function include executive orders for officers in departments and agencies and proclamations for announcing ceremonial or commemorative policies. Presidential materials available include:

Executive Materials

Federal Legislative History Materials

Legislative history traces the legislative process of a particular bill (about Uniform Commercial Code and other subjects) for the main purpose of determining the legislators’ intent behind the enactment of a law to explain or clarify ambiguities in the language or the perceived meaning of that law (about Uniform Commercial Code or other topics), or locating the current status of a bill and monitoring its progress.

State Administrative Materials and Resources

State regulations are rules and procedures promulgated by state agencies (which may apply to Uniform Commercial Code and other topics); they are a binding source of law. In addition to promulgating regulations, state administrative boards and agencies often have judicial or quasi-judicial authority and may issue administrative decisions affecting Uniform Commercial Code. Finding these decisions can be challenging. In many cases, researchers about Uniform Commercial Code should check state agency web sites for their regulations, decisions, forms, and other information of interest.

State rules and regulations are found in codes of regulations and administrative codes (official compilation of all rules and regulations, organized by subject matter). Search here:

State opinions of the Attorney General (official written advisory opinions on issues of state law related to Uniform Commercial Code when formerly requested by a designated government officer):

Tools and Forms

Law in Other Regions

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