Uniform Commercial Code (UCC)

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I. What is the UCC?

The Uniform Commercial Code (UCC), a comprehensive code addressing most aspects of commercial law, is generally viewed as one of the most important developments in American law. The UCC text and draft revisions are written by experts in commercial law and submitted as drafts for approval to the National Conference of Commissioners on Uniform State Laws (referred to as the Uniform Law Commissioners), in collaboration with the American Law Institute. The Commissioners are all attorneys, qualified to practice law, including state and federal judges, legislators and law professors from throughout the United States and its territories. These quasi-public organizations meet and decide whether to endorse these drafts or to send them back to the experts for revision. The revision process may result in several different revisions of the original draft. Once a draft is endorsed, the Uniform Law Commissioners recommend that the states adopt these rules.

The UCC is a model code, so it does not have legal effect in a jurisdiction unless UCC provisions are enacted by the individual state legislatures as statutes. Currently, the UCC (in whole or in part) has been enacted, with some local variation, in all 50 states, the District of Columbia, Puerto Rico, and the Virgin Islands.

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II. Organization of the UCC

The rules for each of the transactional areas covered by the UCC are collected into separate parts called an "article." Each article is then arranged systematically  as consecutively numbered parts based upon subtopics.

As of this guide's last update, the types of transactions included within the Code are:

  • Sales (Amended Article 2);
  • Leases (Amended Article 2A);
  • Negotiable Instruments, previously known as Commercial Paper (Revised Article 3);
  • Bank Deposits and Collections (Amended Article 4);
  • Funds Transfers (Article 4A);
  • Letters of Credit (Revised Article 5);
  • Bulk Sales, previously known as Bulk Transfers (Revised Article 6);
  • Documents of Title (Revised Article 7);
  • Investment Securities (Revised Article 8); and
  • Secured Transactions (Revised Article 9).

Article 1 of the Code contains a set of general provisions equally applicable to all subsequent articles. Articles 10 and 11 contain provisions for effective dates, repeals and transitional matters.

The primary sources for UCC research are:

  • the Code itself;
  • the Official Comments of the UCC Permanent Editorial Board (PEB);
  • the Permanent Editorial Board Commentaries; and
  • judicial opinions which interpret and apply the Code, as enacted in a particular state.

Besides the text of the Code itself, the Official Comments are almost universally treated as the most authoritative sources in the construction of the Code sections. The PEB Commentary was introduced in 1990. It seeks to resolve issues and ambiguities raised by the UCC and Official Comments, to resolve issues on which scholarly and judicial opinion differ, and to elaborate on the UCC’s role in relation to other statutes. Note that some Commentary may be superseded by later Code amendments. Lastly, a substantial body of case law exists on the UCC. UCC litigation occurs in both federal and state courts, including bankruptcy courts for matters arising under Article 9. Some Articles are less litigated than others, resulting in limited case law for certain Articles.

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III. Primary Source Materials

A. Official Code

The Goodson Law Library has a number of publications that contain the official UCC text, the Official Comments, and the PEB Commentaries. The following list includes the most widely consulted sources:

Uniform Commercial Code: Official Text With Comments. (Current edition on Reserve; earlier editions KF890 .A447)
This publication contains the official text of the Code, as approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws. It includes the Official Comments to the Code as well as an unofficial table of cross-references from prior uniform acts to the Code. Some appendices include earlier texts of several Articles, as well as the texts of amendments incorporated into the Code at different times. PEB Commentaries are included in one of the appendices.

Westlaw/WestlawNext offers the UCC text with comments in its UCC-TEXT database. PEB commentaries are available within the same database through 2009.

LexisNexis provides access to the Official Text and Comments of the Uniform Commercial Code in its UCC database (UCC; UCC) for Articles 1, 7, and 9. All other Articles can be found in Article-specific LexisNexis databases by the short name UCC plus the number of the article (example: UCC;UCC2). Note: in addition to retrieving the current official text of the document and commentary, you will also retrieve prior drafts and prior official texts of the Code.

Uniform Laws Annotated. (1968- ). (Practice & Procedure KF879.A45 U51) The most extensive textual presentation of the Code, this multi-volume series contains the latest UCC Official Text, the Official Comments, PEB Commentaries, editorial section cross-references, state variations, citations to law review articles and digests of cases. Annual supplements appear in the form of pocket parts. Volumes 4 and 5 include UCC-related forms and a table of cases. An appendix reproduces the texts of earlier uniform laws that were superseded by the Code. Be sure to check the pocket parts for recent updates and case law. Westlaw/WestlawNext provides access to the Uniform Laws Annotated database (ULA). Browse the entire code, or look for a particular section, use the Table of Contents feature located in both platforms.

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B. State UCC Laws

When adopting the UCC, states may make revisions to the model code. To view a list of state statutes adopting UCC sections, consult the Uniform Laws Annotated (Practice & Procedure KF879.A45 U51) Table of Laws and Rules in the print version, or the Table of Jurisdictions in the Refs & Annos section of each UCC Article on Westlaw/WestlawNext (ULA). In addition, LexisNexis offers a resource that provides the text of state variations in UCC language, the UCC State Variation Table (UCC; UCCTBL). Westlaw offers a similar service in the database UCC-VAR and in the WestlawNext database UCC Local Code Variations.

State variations can also be found at the Legal Information Institute. This free website is arranged by Article number and offers links to state legislature websites containing the state enacted versions of the UCC.

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C. Case Law

Uniform Commercial Code Reporting Service: Cases and Commentary and Uniform Commercial Code Case Digest. (KF880 .A29 U54 and KF880.3 U54)
This reporter series, published since 1965 for the 1st series and since 1986 for the 2nd series, includes cases construing sections of the UCC and provides commentary about the cases. The set also includes tables indicating state variations of the UCC and the full text of PEB Commentaries.

Westlaw/WestlawNext contains this service in its UCC Cases database (UCC-CS). In Westlaw, the UCC Cases and Administrative Material database (UCC-CS+) includes commentary, attorney general opinions, the opinions of county counsel, and the Federal Trade Commission as well as other government agency documents  in addition to duplicating the case law found in the UCC Cases database.

Uniform Commercial Code Reporting Service (KF880.A29 U54) and Uniform Commercial Code Case Digest (KF880.3 .U54). This companion set includes a digest that abstracts UCC cases contained in the Uniform Commercial Code Reporting Service and is arranged by UCC section number.

UCC Reporter - Digest (LexisNexis). The UCC resources on LexisNexis include Matthew Bender’s UCC Reporter-Digest (UCC;UCCRPT). This source is a digest of UCC decisions in all states, arranged by UCC section with links to the full-text cases.

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IV. Treatises and Journals

ABCs of the UCC  (Call number varies).  This American Bar Association series devotes one volume to each Article of the UCC (except Article 6). Each book highlights key provisions of the Article and includes useful tips and illustrations. Each book in this series has a different call number, based on the subject of the Article covered.  To locate the books, search the Duke Libraries catalog by entering “ABCs of the UCC” as a “Title” search and select the appropriate UCC Article.

Ronald A. Anderson, Anderson on the Uniform Commercial Code, 3d ed. (KF879.5 .A2 A53 and Westlaw/WestlawNext: ANDR-UCC). This multi-volume treatise is arranged by topic. In addition to providing the official text of the UCC, it provides finding aids and extensive cross-references. Pocket parts and supplements update the print version.

William D. Hawkland, Uniform Commercial Code Series (KF879 .A45 H38 and Westlaw/WestlawNext: HAWKLAND). Hawkland’s treatise provides a section-by-section commentary on the UCC, the Uniform Computer Information Transactions Act, and the Uniform Electronic Transactions Act.  It also includes a volume containing state variations on the official Code.

Thomas M. Quinn, Quinn's Uniform Commercial Code Commentary and Law Digest  (KF880.3 .Q45).  A revised second edition of this multi-volume publication was issued beginning in 2001 with cumulative softbound supplements, offering a quick capsule survey of UCC case law developments. It is arranged by UCC section number and includes helpful information such as state variations of the UCC, editorial commentary, short case annotations and cross references to other parts of the Code.

Bradford Stone, Uniform Commercial Code in a Nutshell, 7th ed. (Reserve KF889.3.S75 2012). This broad overview of the UCC offers an introduction to the Code with a brief history and useful illustrations.

James J. White and Robert S. Summers, Uniform Commercial Code, Practitioner Treatise Series, 6th ed. (Reserve KF890 .W46). A four volume set oriented towards practitioners, this treatise is widely quoted and cited by courts. It not only explains the Code, but also suggests how different provisions function and correlate in practice.

James J. White and Robert S. Summers.  Uniform Commercial Code, 6th ed. (Reserve KF890 .W45 2010). As part of the Hornbook Series, this book is intended for law students as a relatively concise introduction the UCC, spanning 900 plus pages.  The book gives thorough background on Articles 2, 3, and 9 including case annotations to specific provisions of the UCC.

Damages Under the Uniform Commercial Code (KF836 .A962). This two-volume serial is updated annually and provides comprehensive coverage of remedies available under the UCC.

Journal of Law & Commerce (v. 1- ) (Periodicals, Level 4 and electronic). This journal is published by the University of Pittsburgh School of Law. It is available in print as well as electronically and generally produces two issues per year. Abstracts of the articles are available for free on the journals website.

Uniform Commercial Code Law Journal (v. 1 - ) (Periodicals, Level 4 and electronic). This journal is a commercial publication dating back to 1968. It is available in print as well as electronically and historically published once per year, but is now releasing multiple issues per year.

Searching for Books and Journals
 

To locate additional books on the UCC, search the Duke Libraries Catalog. When searching by subject, use search terms generated from the relevant Article’s title instead of more general terms.  For example, enter “bulk sales”, “secured transactions” or “negotiable instruments” as subject keywords in the catalog to search for these topics.

Some treatises are also available in LexisNexis and Westlaw In LexisNexis, choose “Area of Law - By Topic,” then “Commercial Law (UCC),” then browse the “Search Analysis, Law Reviews & Journals” section. In Westlaw, begin at the “Directory” screen.  Choose “Topical Practice Areas,” followed by “Commercial Law & Contracts,” then “Uniform Commercial Code”. In WestlawNext, the database “Commercial Law Secondary Sources” will direct you to various UCC-related treatises and law journals.

In addition to the specific journals mentioned above, general law review journals publish articles on various UCC issues. To search for relevant UCC articles use a database, such as LegalTrac that indexes thousands of articles. You can also search the Duke Libraries Catalog using the “All” feature that will search articles.  Westlaw offers a specialized database of legal periodicals that focuses solely on commercial law (CML-TP).

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V. Related Websites

Uniform Law Commissioners
The official website of the National Conference of Commissioners on Uniform State Laws contains information about UCC drafts and final acts and about state legislation based on the UCC. The site provides summaries of each Article of the UCC and legislative fact sheets on state adoptions of UCC provisions.

National Conference of Commissioners on Uniform State Laws, Drafts of Uniform and Model Acts Archive
The site, a joint project between the Uniform Law Commissioners and the University of Pennsylvania Law School, is the official archival site for drafts of uniform and model acts. This site includes an index to drafts in progress for the UCC and the full-text of the drafts themselves.

Uniform Commercial Code Locator
Cornell's Legal Information Institute has created a useful chart indicating where UCC Articles are codified in each state’s statutes. For many states, it provides links directly to the state statutes. Be sure to check the currency of the linked state statutes as well as the Cornell page.

rev. kml 05/2013

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