Uniform Commercial Code (UCC)

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 (now referred to as the Uniform Law Commissioners), and the American Law Institute. 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 unless UCC provisions are enacted by the individual legislatures as statutes that are applicable to their respective jurisdictions. Currently, the UCC has been enacted (with some local variations) in 49 states, the District of Columbia, the Virgin Islands, as well as partially in Louisiana.

II. Organization of the UCC

The rules for each one of the transactional areas covered by the UCC are collected into separate parts called an “article” and are arranged systematically as sections grouped into consecutively numbered

As of 2008, 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).

The Code also has a set of general provisions, equally applicable to all commercial transactions that it covers. These provisions are contained in Article 1. (Article 1 was revised in 2001 to harmonize it with amendments to other articles. As of 2007, twenty states have adopted Revised Article 1.) Also, 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). Case law can be limited for certain Article provisions.

III. Primary Source Materials

A. Official Code

The Goodson Law Library has a number of publications that contain the official Code 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 KF 890 .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.

LexisNexis provides access to the Official Text and Comments of the Uniform Commercial Code in its UCC library (short name: UCC; UCC). Note that in addition to retrieving the current official text of the document, you will also retrieve prior drafts and prior official texts of the Code. Be sure to select the current official text of the Code if that is your intent.

Westlaw offers the UCC text with comments in its UCC-TEXT database. PEB commentaries are available separately, in the UCC-PEB database.

Uniform Laws Annotated. (1968- ). (Practice & Procedure KF 879.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. An appendix reproduces the texts of earlier uniform laws that were superseded by the Code.

Westlaw provides access to the Uniform Laws Annotated database (database identifier: ULA). Check the scope notes for currency. Use Westlaw’s FIND feature to retrieve specific provisions.

Selected Commercial Statutes. (Current edition on Reserve; earlier editions KF 879 .A15 U5)

In addition to the latest UCC Official Text with the Official Comments, this series contains several appendices that reproduce separate earlier versions of some Code Articles and the texts of recent amendments. Selected Commercial Statutes also includes laws related to the UCC, such as the Uniform Fraudulent Transfer Act and the Uniform Electronic Transactions Act, and selected sections of the Consumer Credit Protection Act and the Bankruptcy Code.

B. State UCC Laws

To view the UCC as adopted by a specific state, consult the appropriate table in the Uniform Laws Annotated (Practice & Procedure KF 879.A45 U51 & Westlaw: ULA), or the relevant sections of that state's statutes. In addition, LexisNexis contains a source in tabular form that shows state variations in adoptions of the UCC, the UCC Reporting Service - State Variation Table. (Short name: UCC; TABLE.) Westlaw offers a similar service in the database UCC-VAR.

C. Case Law

Uniform Commercial Code Reporting Service: Cases and Commentary and Uniform Commercial Code Case Digest. (Law Practice & Procedure/Law KF 880 .A29 U54 and Law Practice & Procedure/Law KF 880.3 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 them. The set also includes tables indicating state variations of the UCC and the full text of PEB Commentaries.

Westlaw contains this service in its UCC Cases (database identifier: UCC-CS) and UCC Cases Plus (database identifier: UCC-CS+) databases. In addition to duplicating the case law found in the UCC Cases database, the UCC Cases Plus database includes commentary, attorney general opinions, and the opinions of county counsel, as well as other government agency documents.

The Uniform Commercial Code Case Digest companion set provides abstracts to 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 (short name: UCC; UCCRPT). This source is a digest of UCC decisions in all states, arranged by UCC section. To access this source, select the "Area of Law-By Topic" folder. Next, chose the "Commercial Law (UCC)" folder. Under the "Search Analysis, Law Reviews & Journals" folder, choose the UCC Reporter-Digest.

To access the full text of federal and state cases on the UCC by jurisdiction in Lexis, in the "Commercial Law (UCC)" folder, look under "Find Cases" and select the appropriate state or federal case file.

IV. Treatises and Journals

ABC’s of the UCC. (Call number varies.)

This American Bar Association series devotes one volume to each article of the Code (except Article 6). The books highlight key provisions of the Article and includes useful reader’s 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; enter “ABC’s of the UCC”as a "Title" search and select the appropriate Article.

Ronald A. Anderson, Anderson on the Uniform Commercial Code. (3d ed. 1981-) (KF 879.5 .A2 A53; also available on Westlaw)

Anderson on the Uniform Commercial Code, a multi-volume treatise, is arranged by topic. It has finding aids and extensive cross-references to the Code as well as the official text of the Code. Pocket parts keep it up-to-date.

William D. Hawkland, Uniform Commercial Code Series. (KF 879 .A45 H38; also available on Westlaw)

Hawkland’s treatise provides a section-by-section commentary on the UCC and the Uniform Computer Information Transactions Act. It also includes a volume containing state variations on the official Code.

Quinn's Uniform Commercial Code Commentary and Law Digest. (Thomas M. Quinn. ed., 2d ed. 1991) (KF 890 .Q45 1991)

This two volume publication with cumulative softbound supplements offers 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. 2008) (Reserve KF889.3.S75 2008).

This introductory work on the UCC offers a broad overview of the Code with many useful illustrations.

James J. White and Robert S. Summers, Uniform Commercial Code. Practitioner Treatise Series. (5th ed. 2002) (Reserve KF 890 .W46 2002)

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. Hornbook Series. (5th ed. 2000) (Reserve KF 890 .W45 2000)

As part of the Hornbook Series, this book is intended for law students and provides a concise introduction the UCC. The book includes case annotations to specific provisions of the UCC.

Searching for Books and Journals

General law review journals will include articles on various UCC issues. In addition, the Goodson Law Library owns specialized commercial law journals such as the Journal of Law & Commerce and the Commercial Law Bulletin, which focus on UCC related topics (print versions of these titles are located in the Periodicals collection on Level 4, and electronic versions can be accessed through the Duke Libraries Catalog). Use Westlaw, Lexis or LegalTrac to locate relevant articles on your UCC topic. For articles not available full-text in those databases, search the Duke Libraries Catalog (http://catalog.library.duke.edu/) to see if the Law Library owns the relevant journal, or choose “Online Full-Text Journals” from the Law Library’s home page to see if the Library provides electronic access to it. Also, Westlaw offers a specialized database of law review articles that focus solely on commercial law and the UCC (database identifier: CML-TP).

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".

V. Related Web Sites

Uniform Law Commissioners, (http://www.nccusl.org)
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, (http://www.law.upenn.edu/bll/ulc/ulc.htm)
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 (http://www.law.cornell.edu/uniform/ucc.html)
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.

updated by Molly Brownfield 11/2008