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Uniform Commercial Code

The Uniform Commercial Code (UCC), first published in 1952, is one of a number of uniform acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories of the United States.

While largely successful at achieving this ambitious goal, some U.S. jurisdictions (e.g., Louisiana and Puerto Rico) have not adopted all of the articles contained in the UCC, while other U.S. jurisdictions (e.g., American Samoa) have not adopted any articles in the UCC. Also, adoption of the UCC often varies from one U.S. jurisdiction to another. Sometimes this variation is due to alternative language found in the official UCC itself. At other times, adoption of revisions to the official UCC contributes to further variation. Additionally, some jurisdictions deviate from the official UCC by tailoring the language to meet their unique needs and preferences. Lastly, even identical language adopted by any two U.S. jurisdictions may nonetheless be subject to different statutory interpretations by each jurisdiction's courts.

Goals[edit]

The goal of harmonizing state law is important because of the prevalence of commercial transactions that extend beyond one state. For example, goods may be manufactured in State A, warehoused in State B, sold from State C, and delivered in State D. The UCC achieved the goal of substantial uniformity in commercial laws and, at the same time, allowed the states the flexibility to meet local circumstances by modifying the UCC's text as enacted in each state. The UCC deals primarily with transactions involving personal property (movable property) and not real property (immovable property).


Other goals of the UCC were to modernize contract law and to allow for exceptions from the common law in contracts between merchants.

Firm offers (offers to buy or sell goods and promising to keep the offer open for a period of time) are valid without consideration if signed by the offeror, and are irrevocable for the time stated on the purchase order (but no longer than three months), or, if no time is stated, for a reasonable time.

[12]

An offer to buy goods for "prompt shipment" invites acceptance by either prompt shipment or a prompt promise to ship. Therefore, this offer is not strictly unilateral. However, this "acceptance by performance" does not even have to be by conforming goods (for example, incomplete sets).

[13]

—modifications without consideration may be acceptable in a contract for the sale of goods.[14]

Consideration

Failure to state price—In a contract for the sale of goods, failure to state a price will not prevent the formation of a contract if the parties' original intent was to form a contract. A reasonable price will be determined by the court.

[12]

—a requirements contract can be assigned, provided the quantity required by the assignee is not unreasonably disproportionate to the original quantity.[15]

Assignments

International influence[edit]

Certain portions of the UCC have been highly influential outside of the United States. Article 2 had some influence on the drafting of the United Nations Convention on Contracts for the International Sale of Goods (CISG), though the result departed from the UCC in many respects (such as refusing to adopt the mailbox rule).[25] Article 5, governing letters of credit, has been influential in international trade finance simply because so many major financial institutions operate in New York. Article 9, which established a unified framework for security interests in personal property, directly inspired the enactment of Personal Property Security Acts in every Canadian province and territory except Quebec from 1990 onwards. This was followed by New Zealand's Personal Property Securities Act 1999 and the Australian Personal Property Securities Act of 2009.[26]

UCC-1 financing statement

Uniform Commercial Code adoption

United States contract law

Codification

Commercial law

Uniform act

(CISG)

United Nations Convention on Contracts for the International Sale of Goods

Convention on the Limitation Period in the International Sale of Goods

Incoterms

Certified Commercial Contracts Manager (CCCM) in contract management offered by the National Contract Management Association (NCMA) and specifically covering the UCC

professional certification

Malcolm, Walter D. (January 1963). "The Uniform Commercial Code in the United States". . 12 (1): 226–246. doi:10.1093/iclqaj/12.1.226. ISSN 0020-5893.

International and Comparative Law Quarterly

Uniform Commercial Code (UCC) at Legal Information Institute (LII)

Research Guide and Introduction to the UCC from Duke University Law School

State of Michigan UCC Book

Permanent Editorial Board for the UCC (ALI)

Archived March 5, 2016, at the Wayback Machine

Permanent Editorial Board for the UCC (NCCUSL)