The Uniform Commercial Code (UCC) is the result of an effort to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. The UCC is the longest and most elaborate of the uniform acts. The Code has been a long-term, joint project of the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute (ALI).
The Code, as the product of private organizations, is not itself law, but a recommendation of a set of laws that should be adopted by the states. Once enacted by a state, the UCC is codified into the state’s code of statutes. A state may adopt the UCC verbatim as written by ALI and NCCUSL, or a state may adopt the UCC with specific changes. Unless such changes are minor, they can affect the purpose and meaning of the Code in promoting uniformity of law among the various states.
The Uniform Commercial Code deals with the following subjects under consecutively numbered Articles:
Art. 1 General Provisions: UCC Article 1 deals with definitions as well as the rules of interpretation of the provisions.
Art. 2 Sales: UCC Article 2 applies to transactions of goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
Art. 2A Leases: UCC Article 2A applies to any transaction, regardless of form, that creates a lease.
Art. 3 Negotiable Instruments : UCC Article 3 applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A, or to securities governed by Article 8. If there is conflict between this Article and Article 4 or 9, Articles 4 and 9 govern. Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of inconsistency.
Art. 4 Bank Deposits: UCC Article 4 covers the liability of a bank for action or non-action with respect to an item handled by it for purposes of presentment, payment, or collection. The law of the place where the bank is located governs. In the case of action or non-action by or at a branch or separate office of a bank, its liability is governed by the law of the place where the branch or separate office is located.
Art. 4A Funds Transfers: UCC Article 4A applies to funds transfers; beginning with the originator’s payment order, made for the purpose of making payment to the beneficiary of the order. The article also includes any payment order issued by the originator’s bank or an intermediary bank intended to carry out the originator’s payment order.
Art. 5 Letters of Credit: UCC Article 5 applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.
Art. 6 Bulk Transfers: UCC Article 6 applies to bulk sales auctions and liquidations of assets.
Art. 7 Warehouse Receipts, Bills of Lading and Other Documents of Title: UCC Article 7 deals with storage and bailment of goods.
Art. 8 Investment Securities: UCC Article 8 applies to a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. An investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
Art. 9 Secured Transactions: UCC Article 9 applies to:
(1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;
(2) an agricultural lien;
(3) a sale of accounts, chattel paper, payment intangibles, or promissory notes;
(4) a consignment;and
(5) a security interest. However, interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this article does not apply.