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Contracts/Uniform Commercial Code: Difference between revisions
(Rewrote Louisiana portion, we do have most of the UCC here, just not Art. 2. Also, civil code is based primarily on Roman and Spanish civil law, not just the Napoleonic Code.) |
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#[[bill of lading|Bills of lading]], [[warehouse]] [[receipt]]s and other documents of [[title (property)|title]] | #[[bill of lading|Bills of lading]], [[warehouse]] [[receipt]]s and other documents of [[title (property)|title]] | ||
#[[Investment]] [[security (finance)|securities]] | #[[Investment]] [[security (finance)|securities]] | ||
#Secured | #[[Secured transaction]]s ([[lien]]s and [[security interest]]s in [[personal property]]) | ||
In [[1989]], the [[National Conference of Commissioners on Uniform State Laws]] recommended that Article 6 of the UCC, dealing with bulk sales, be repealed as obsolete. It remains in force in several jurisdictions. | In [[1989]], the [[National Conference of Commissioners on Uniform State Laws]] recommended that Article 6 of the UCC, dealing with bulk sales, be repealed as obsolete. It remains in force in several jurisdictions. | ||
Revision as of 02:26, July 27, 2006
The Uniform Commercial Code (UCC) is one of the uniform acts that has been promulgated in attempts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America.
The UCC was the first of the Uniform Acts to be proposed, and is the longest and most elaborate of such acts. It is a 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 the law, but only has the force of law if enacted by states. The ALI-NCCUSL has also established a permanent editorial board for the Code which has issued a number of official comments and other published papers concerning the Code. Although these commentaries do not have the force of law, courts interpreting the Code will often cite them as persuasive authority in determining the effect of one or more provisions.
The Code, in one or another of its several revisions, has been enacted in 49 of the 50 states, as well as in the District of Columbia and Guam. Louisiana has enacted most provisions of the UCC with the exception of Article 2; preferring to maintain its own civil law tradition for governing the sale of goods. Louisiana jurisprudence refers to the sections of the UCC as "Chapters" instead of articles, since the term articles is used to refer to provisions of the state's Civil Code.
The Uniform Commercial Code deals with the following subjects under consecutively numbered Articles
- General provisions, (including most definitions and rules for interpretation)
- Sales of goods
2A. Leases of goods - Negotiable instruments
- Bank deposits
4A. Funds transfers - Letters of credit
- Bulk transfers, (recommended for repeal)
- Bills of lading, warehouse receipts and other documents of title
- Investment securities
- Secured transactions (liens and security interests in personal property)
In 1989, the National Conference of Commissioners on Uniform State Laws recommended that Article 6 of the UCC, dealing with bulk sales, be repealed as obsolete. It remains in force in several jurisdictions.
The controversy surrounding what is now termed the Uniform Computer Information Transactions Act (UCITA) originated in the process of revising Article 2 of the UCC. The provisions of what is now UCITA were originally meant to be "Article 2B" within a revised Article 2 on Sales. As the UCC is the only uniform law that is a joint project of NCCUSL and the ALI, both associations must agree to any revision of the UCC. The proposed final draft of Article 2B met with controversy within the ALI, and as a consequence the ALI did not grant its assent. The NCCUSL responded by renaming Article 2B and promulgating it as the UCITA. As of October 12, 2004, only Maryland and Virginia have adopted UCITA.
The overriding philosophy of the Uniform Commercial Code is to allow people to make the contracts they want, but to fill in any missing provisions where the agreements they make are silent. The law also seeks to impose uniformity and streamlining of routine transactions like the processing of checks, notes, and other routine commercial paper. The law frequently distinguishes between merchants, who customarily deal in a commodity and are presumed to know well the business they are in; and consumers, who are not.
It also seeks to discourage the use of legal formalities in making business contracts, in order to allow business to move forward without the intervention of lawyers or the preparation of elaborate documents. This last is perhaps the most questionable part of its underlying philosophy; many in the legal profession have argued that legal formalities discourage litigation by requiring some kind of ritual that provides a clear dividing line that tells people when they have made a final deal they could be sued over.
