Uniform Commercial Code in a Nutshell
Authors:
Stone, Bradford / Adams, Kristen David
Edition:
8th
Copyright Date:
2012
12 chapters
have results for uniform
- For a list of laws repealed by Article 7 (e.g. Uniform Bills of Lading Act, Uniform Warehouse Receipts Act, and Uniform Sales Act), see § 10–102(1). For the relation of Article 7 to a treaty or statute (e.g., FBLA, UETA, E–SIGN), see §§ 7–103, 1–108 (re: E–SIGN).
- The above may be diagrammed thus: Copyright © 1997, by Matthew Bender & Co., Inc., and reprinted with permission from King, Kuenzel, Stone, Commercial Transactions Under the Uniform Commercial Code: Cases and Materials, 5th Edition.
- The amended definition of “control” of electronic chattel paper conforms the Article 9 definition to the Uniform Electronic Transactions Act and the 1999 revisions to Article 7. The amendment provides a safe harbor test, but permits other forms of control as well. §§ 7–106, 9–105, UETA § 16.]
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Introduction 25 results (showing 5 best matches)
- 3. If the goods are shipped or stored, the subject matter of the sale may be covered by a bill of lading or warehouse receipt or both. This is the subject of Article 7, Documents of Title. This superseded certain sections of the Uniform Sales Act, the Uniform Bills of Lading Act, and the Uniform Warehouse Receipts Act.
- In 1882, the English Bills of Exchange Act was enacted by Parliament, followed in 1893 by the English Sale of Goods Act. These two acts were the inspiration for the Uniform Negotiable Instruments Law promulgated in 1896 by the National Conference of Commissioners on Uniform State Laws and the Uniform Sales Act promulgated by the Commissioners in 1906.
- In the early 1940s, it was recognized that the above uniform acts needed substantial revision to keep them in step with modern commercial practices. Further, since each of the above uniform acts had become a segment of the statutory law relating to commercial transactions, there was a need to integrate each of such acts with the others.
- 4. Further, when a transaction involves the giving of a check or draft for a part of the purchase price, it may also involve the acceptance of some form of security for the balance. This is the subject of Article 9, Secured Transactions. This superseded the Uniform Conditional Sales Act, Uniform Trust Receipts Act, and acts regulating chattel mortgages, conditional sales, factor’s liens, assignments of accounts receivable, and similar transactions.
- The Official Comments of the National Conference of Commissioners on Uniform State Laws and The American Law Institute will be of considerable assistance in determining purposes and policies of the Code. This should encourage uniform construction of the UCC among the several jurisdictions. Further, the Permanent Editorial Board for the UCC (PEB) issues supplemental commentary on the UCC from time to time.
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Part Five. Financing the Sale of Goods: The Secured Transaction 16 results (showing 5 best matches)
- The functions of a filing office include filing records and related duties. §§ 9–519 through 9–527. See § 9–521 (Uniform Form of Written Financing Statement and Amendment). [ . Uniform forms have been updated to reflect the amendments. § 9–521.]
- Under chattel mortgage acts, the Uniform Conditional Sales Act, and other conditional sales legislation, the geographical unit for filing or recording was local: the county or township in which the mortgagor or vendee resided or in which the goods sold or mortgaged were kept. The Uniform Trust Receipts Act used the state as the geographical filing unit: under that Act statements of trust receipt financing were filed with an official in the state capital and were not filed locally. The statewide filing system of the Trust Receipts Act has been followed in many accounts receivable and factor’s lien acts.
- [Prefatory Note: This Part Five incorporates the 2010 Amendments to Article 9. They are expected to be considered by state legislatures with a view to all states enacting the amendments by a uniform effective date of July 1, 2013.
- The sale was “conditional” in the sense that Buyer would not get title to the goods until and unless Buyer paid in full. Some states did not require a filing or recording to afford public notice to third parties who dealt with Buyer. The Uniform Conditional Sales Act § 5 (enacted in a few states), however, stated,
- The chattel mortgage and conditional sale were suited to a single transaction in goods. They were not suited to transactions dealing with inventory and accounts wherein the collateral was changing. Example: Manufacturer obtains raw materials that become work in process and end up as finished goods. The finished goods are delivered to Dealer, who holds them for sale. User buys the goods from Dealer for personal or business use. User has thirty days in which to pay for the goods. Manufacturer wishes to borrow against its inventory of raw materials, work in process, and finished goods; Dealer wishes to borrow against its inventory of goods and its accounts receivable, e.g., the money User owes Dealer. These types of collateral are constantly changing as goods are produced, sold, and paid for on a continuing basis. Thus, the Uniform Trust Receipts Act, non-uniform factor’s lien acts, and legislation addressing assignment of accounts receivable were promulgated to accommodate such...
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Preface 8 results (showing 5 best matches)
- “The Uniform Commercial Code should be construed in accordance with its underlying purposes and policies. The text of each section should be read in the light of the purpose and policy of the rule or principle in question, as also of the Uniform Commercial Code as a whole, and the application of the language should be construed narrowly or broadly, as the case may be, in conformity with the purposes and policies involved.” Comment 1 to Uniform Commercial Code § 1–103.
- Second, every Code rule and comment stated is backed up by the relevant UCC citation. Accordingly, the reader—whether law student or practitioner—is given entŕee to the Code itself so that an independent judgment may be made as to the rule and application under consideration. Further, the cite will afford ready entŕee to a study in depth. For instance, once a relevant UCC cite is obtained, all reported case law construing the language can be located through such publications as the Uniform Laws Annotated—Uniform Commercial Code and the Uniform Commercial Code Reporting Service. The UCC cite also will give ready entŕee to the massive legal literature that discusses the Code. On occasion this Nutshell will refer to J. White, R. Summers, Handbook of the Law Under the Uniform Commercial Code (6th ed., Student Edition, 2010) (cited as UCC Hornbook), Gregory M. Travalio, Robert J. Nordstrom & Albert L. Clovis, Nordstrom on Sales & Leases of Goods (2d ed., Aspen 2000) (cited as Sales...
- The official text (with comments) of the Uniform Commercial Code embodies more than nine-hundred pages. Its sweeping scope and complexities may appear to discourage summarizing into a Nutshell format. Yet the need to view the Code with some perspective is manifest. This Nutshell endeavors to meet this need.
- The third edition was based upon the 1987 UCC, which added Article 2A, Leases. The edition also cited the Federal Expedited Funds Availability Act, the Federal Food Security Act, FTC Credit Practices Rules, and the Uniform Fraudulent Transfer Act.
- This eighth edition incorporates the 2010 Amendments to Article 9. They are expected to be considered by state legislatures with a view to all states enacting the amendments by a uniform effective date of July 1, 2013. For reasons for the amendments and the process, see E. Smith, A Summary of the 2010 Amendments, 42 UCC L.J. 345–50 (2010).
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- With this one exception, fraudulent conveyancing law and preference law is applicable. § 2–402(3)(b); see e.g., Uniform Fraudulent Conveyance Act or Uniform Fraudulent Transfer Act, see B.C., 11 U.S.C. §§ 544(b) and 548 (fraudulent transfers), 547 (preferences).
- However, there are instances in the United States in which the marketplace is protected. Recall under the Uniform Sales Act that a buyer acquired no better title to goods than the seller had. There was an exception to this rule as follows: “… unless the owner of the goods is by his conduct precluded from denying the seller’s authority to sell.” That is, unless the owner has so clothed the seller with the indicia of ownership that the owner is
- If B steals goods from A and sells them to innocent C, will A be able to recover the goods from C? Answer: Yes, because one cannot get good title from a thief; stated differently, a thief cannot pass on even to innocent persons better title than he has (which is none); or, he who hath not, cannot give (nemo dat qui non habet); or, as a stream cannot rise higher than its source, a person cannot pass on to another better title than that person has, etc. The Uniform Sales Act stated the rule as follows: “Where
- ..., however, to prevent the application of a particular section of [Article 2] … by analogy to securities … when the reason of that section makes such application sensible and the situation involved is not covered by [Article 8, Investment Securities]….” More broadly, Comment 1 to § 1–103 states, “[C]ourts have often recognized that the policies embodied in an act are applicable in reason to subject-matter that was not expressly included in the language of the act…. and did the same where reason and policy so required, even where the subject-matter had been intentionally excluded from the act in general…. Nothing in the Uniform Commercial Code stands in the way of the continuance of such action by the courts.” Accordingly, the Code drafters approve of reasoning by analogy, not only between Article 2, Sales, and Article 8, Investment Securities, but also outside the Code itself, including the law of services, bailments, and perhaps even real estate transactions. See also §...
- Assume S has identified goods to the contract (see § 2–501) and is about to deliver the goods to B when B repudiates. As we will see presently, S will probably resell the goods and seek to recover from B the difference between the resale price and the contract price. § 2–706. But what if the goods to be sold are not yet identified to the contract or are unfinished? May S identify the goods or complete the unfinished goods, then resell them and recover from B the difference between the resale price and the contract price? In answer to these questions, Uniform Sales Act § 64(4) stated that “the buyer shall be liable to the seller for no greater damages than the seller would have suffered if he did nothing towards carrying
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Part Six. The Entire Transaction Made Pursuant to a Letter of Credit 7 results (showing 5 best matches)
- King, Kuenzel, Stone & Knight, Commercial Transactions under the Uniform Commercial Code 382 outlines the above letter-of-credit transaction thus: Reprinted from King, Barnhizer, Knight, Payne, Starnes & Stone, Commercial Transactions Under the Uniform Commercial Code and Other Laws, with permission. Copyright 2011 Matthew Bender & Company, Inc., a member of the LexisNexis® Group. All rights reserved.
- This credit is subject to the Uniform Customs and Practice for Documentary Credits, 2007 revision, International Chamber of Commerce Publication No. 600. [See §§ 1–303 (trade usage, etc.), 1–103(b) (applicability of supplemental principles).]
- This nutshell should provide a base from which both law students and practitioners can embark on an enlightened study of the Uniform Commercial Code.
- For additional information on the UNCITRAL Convention on Independent Guarantees and Standby Letters of Credit, as well as the International Chamber of Commerce’s Uniform Rules for Demand Guarantees (URDG) and International Standby Practices ISP98, see Kristen
- The concept of the Uniform Commercial Code is that “commercial transactions” is a single subject of the law notwithstanding its many facets. This is best illustrated by the commercial transaction made pursuant to a letter of credit, the subject of UCC Article 5. §§ 5–101 and Comment, 5–102(a)(10) (“letter of credit” defined). In this letter-of-credit transaction, the goods are sold per Article 2. A draft is issued per Article 3 and collected per Article 4. A bill of lading is issued per Article 7. The goods are financed per Article 9. Thus, “every phase of commerce involved is but a part of one transaction, namely, the sale of and payment for goods.” General Comment to UCC.
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- As to consumer protection legislation restricting deficiency judgments in consumer credit sales, see Uniform Consumer Credit Code (1974) (UCCC) § 5.103. See also
- paper conforms the Article 9 definition to the Uniform Electronic Transactions Act and the 1999 revisions to Article 7. The amendment provides a safe harbor test, but permits other forms of control as well. §§ 7–106, 9–105, UETA § 16.]
- . The transition rules for the 2010 Amendments to Article 9 are contained in §§ 9-801 through 9-809. They establish a uniform effective date of July 1, 2013. For a summary of the transition rules, see E. Smith, A Summary of the 2010 Amendments, 42 UCC L.J. 345 at 368-73 (2010).]
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Part One. The Process of Selling Goods 8 results (showing 5 best matches)
- [Prefatory Note: In May 2011, the American Law Institute withdrew the 2003 Amendments to Article 2 from the Official Text of the Uniform Commercial Code. Consequently, this Part One will continue to present pre-2003 Article 2. In brackets, however, the proposed changes under Amended (2003) Article 2 are set forth for informational purposes. This Part One does reflect Revised (2001) Article 1 General Provisions and Revised (2003) Article 7 Documents of Title. As to the relation of Articles 1 and 2 to Electronic Signatures in Global and National Commerce Act (E–SIGN), see §§ 1–108 and Comments, 2–108(4) and Comment 5; as to Uniform Electronic Transactions Act (UETA), see § UETA 3(b)(2) and Comments 4 and 7.]
- Contract principles are modified in a home solicitation sale (door-to-door sale) by allowing a buyer to cancel the sale by midnight of the third business day after the date of the transaction. 16 CFR Part 429, Uniform Consumer Credit Code (UCCC) § 2.501 et seq. (1968), UCCC § 3.501 et seq. (1974). CISG 2(a).
- A sale involves the passing of title from the seller to the buyer for a price. This was true under the Uniform Sales Act (§ 1), and it is true under the UCC. § 2–106(1).
- either by a writing signed by the party against whom enforcement is sought or by that party’s part performance of the oral agreement. If the statute were not satisfied, the agreement would not be enforceable. The Uniform Sales Act (and now the UCC) builds upon these policy considerations.
- , now defined at § 2–103(1)(k), also excludes (i) information and (ii) the subject matter of foreign exchange transactions. § 2–103(1)(i) and Comment 7; cf. § 9–102(a)(44) and Comment 4.] The appropriate treatment of “information,” specifically “computer information,” is also a major focus of the American Law Institute’s Principles of the Law of Software Contracts. The Reporters’ memorandum provides a useful overview of the project, which was finalized in May 2009, including its relationship to earlier initiatives such as the Uniform Computer Information Transactions Act and the UCC Article 2B project.
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Part Three. The Process of Paying for Goods With Negotiable Instruments 7 results (showing 5 best matches)
- “[Section 9–403(b)] is subject to law … which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.” § 9–403(e). One such law is Uniform Consumer Credit Code § 3.404 (Assignee Subject to Claims and Defenses], subsection (1) of which states,
- Reprinted from King, Barnhizer, Knight, Payne, Starnes & Stone, Commercial Transactions Under the Uniform Commercial Code and Other Laws, with permission. Copyright 2011 Matthew Bender & Company, Inc., a member of the LexisNexis® Group. All rights reserved.
- Negotiable instruments law had its modern origins in the Law Merchant, which eventually was absorbed into the common law. In 1882, the English enacted the Bills of Exchange Act. In the United States, this Act inspired the Uniform Negotiable Instruments Law (NIL), which was superseded by UCC Article 3, first entitled Commercial Paper and renamed Negotiable Instruments in 1990.
- In the context of consumer goods, however, some courts and legislatures believed it inappropriate to have a buyer’s defenses cut off by a holder in due course, and thus limited or precluded holder-in-due-course status. Statutes having this effect are often entitled, Retail Installment Sales Act, Home Improvement Finance Act, etc. An illustrative statute is Uniform Consumer Credit Code § 3.307 [Certain Negotiable Instruments Prohibited] (1974) which states,
- In August 1991, the National Conference of Commissioners on Uniform State Laws promulgated new § 3–312, entitled, “Lost, Destroyed, or Stolen Cashier’s Check, Teller’s Check, or Certified Check.” Under this rule, certain claimants can notify the bank of their claim and, if a certain period of time has passed (e.g., 90 days) and the check has not been presented for payment, obtain payment from the bank without providing security. See § 3–312 Comments (especially cases in Comment 4).
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Part Two. The Process of Leasing Goods 3 results
- Section 2A–308 governs transfers and preferences claimed to be fraudulent. § 2A–301 Comment 4(e). Subsection (1) states that a creditor of a lessor who is in possession of goods subject to a lease may treat the lease as void if, as against the creditor, Lessor’s retention of possession is fraudulent under any statute or rule of law, e.g., Uniform Fraudulent Conveyance Act, or Uniform Fraudulent Transfer Act. Note, however, that retention of possession of goods for a commercially reasonable time
- In May 2011, the American Law Institute withdrew the 2003 Amendments to Article 2A of the Uniform Commercial Code. Consequently, this Part will continue to present pre-2003 Article 2A. In brackets, however, the changes under Amended (2003) Article 2A are set forth for informational purposes. This Part does reflect Revised (2001) Article 1, General Provisions.
- As to the relation of Articles 1 and 2A to Electronic Signatures in Global and National Commerce Act (E–Sign), see §§ 1–108 and Comments, [2A–104(4) and Comment 6 (2003)]; as to Uniform Electronic Transaction Act (UETA), see UETA § 3(b)(2) and Comments 4 and 7.]
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- Publication Date: May 3rd, 2012
- ISBN: 9780314277442
- Subject: Commercial Law
- Series: Nutshells
- Type: Overviews
- Description: This product provides a concise yet comprehensive introduction to the Uniform Commercial Code for students and practitioners alike. It covers each major topic of the Code, including the process of selling, payment, negotiation, shipping, storage, financing sales, and leasing of goods. In addition, the text makes it possible for readers to see how the various articles of the Code may interact in a single transaction. Wherever practicable, the actual language of the Code and its comments has been used. The comprehensive outline, references to relevant authority, and intuitive system of cross-referencing all contribute to its ease of use. This eighth edition contains the 2010 Amendments to Article 9, with an effective date of July 1, 2013.