What is a UCC?

By The Law Office of Yoel Molina.
 
The Uniform Commercial Code, or UCC, is a sizable body of laws governing numerous significant "commercial" or business-related activities. The American Law Institute and the Major Conference of Commissioners on Uniform State Laws (NCCUSL), two national nongovernmental legal organizations, originally drafted the UCC (ALI). The UCC's principal goal is to increase business activity predictability and efficiency by ensuring that state business rules are largely consistent across all of America, as the word "Uniform" in its name suggests. The UCC explicitly states that the purpose of the Code is to "simplify, clarify, and modernize" commercial law, "to promote the continuous spread of commercial operations..," and "to make uniform the law among the various jurisdictions."
Eleven Articles make up the structure of the UCC, which is further broken down into Parts and Sections. A Section only contains one UCC rule. For instance, UCC Section 2-205, "Firm Offers," establishes the conditions under which certain businesses' offers to acquire or sell items become final and irrevocable. Following is the full text of Section 2-205:
"A merchant's offer to buy or sell goods in a signed writing that guarantees it will be held open is not reversible for want of consideration during the time specified or, if no time is specified, for a reasonable period of time, but in no event for a longer period than three months; However, the offeror must separately sign any such condition of assurance on a form provided by the offeree.
Section 2-205 is rather brief and simple when compared to several other UCC Sections. The UCC contains numerous other sections that are significantly lengthier and may include multiple subparagraphs. Nearly all UCC Sections rely on other Sections in some capacity. For instance, you would need to go to UCC Sections 2-104 and 2-105 for the Code's definitions of "merchant" and "goods," respectively, in order to properly comprehend Section 2-205 as it was just quoted.
 
UCC Versions and Modifications:
The UCC was initially published in its original form in 1952. The Code underwent numerous changes and included numerous new amendments over the ensuing sixty years. If a particular state is involved, you'll probably need to conduct some study to find out which UCC Sections have been updated most recently. Articles 1, 2, and 2A, for instance, underwent significant changes in 2000 and have since been broadly embraced. However, several individual states have not approved certain other, more recent recommended adjustments.
 
Beyond the Law: The Governmental Remarks:
The specific UCC provisions that outline the requirements can occasionally be challenging to comprehend. In many instances, reading the Official Comment associated with the provision will make it simpler to understand the regulation. The organizations that write and change the regulations themselves have the authority to prepare the Official Comments. They are written in comparatively simple English and occasionally include specific, clarifying examples. In summary, the Official Comment for a portion of the UCC is a useful place to start looking for clarification if you find yourself perplexed while reading it. Regarding state-specific commercial codes, heed this advice. The Official Comment is typically a trustworthy technique to further clarify a UCC provision regardless of what state you're dealing with because every state's commercial law is built on an acceptance of the model UCC.
Please take note, however, that access to the Official Comments is not always free. While you ought to be able to find sections of the model UCC and your state's commercial code for free online, finding the Official Comment for a specific provision can require more sleuthing.
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If you have any questions about this article or similar matters, please contact our office, the Law Office of Yoel Molina, P.A., at fd@molawoffice.com or 305-548-5020, option 1