The ABCs of the UCC Article 1: General Provisions, Second Edition

by Scott J. Burnham

Overview

This primer provides an introduction to the Uniform Commercial Code ("UCC" or "Code") and discusses the provisions of its first article. It is based on the 2011 Official Text of the UCC. Although subsequent articles of the Code each focus on a different type of commercial transaction, Article 1 contains the general definitions and principles that guide the Code. The provisions of Article 1 apply whether the underlying commercial transaction is a sale of goods, a lease, or a transfer of a negotiable instrument. They also apply when the transaction involves a document of title, a secured transaction, or another arrangement governed by the Code. Here is what you can expect from the 2013 Edition of The ABCs of the UCC: Article 1:

• Compares and contrasts the provisions of former Article 1 with Revised Article 1;
• Indicates significant areas where enacting jurisdictions have not followed the Official Text;
• Refers to important recent case law; and
• Contains practice tips.

This 2013 Edition to Article 1 provides a convenient starting point for a person embarking on a study of the primary issues and concepts in the Code.

Product Details

ISBN-13:	9781614389484
Publisher:	American Bar Association
Publication date:	02/14/2014
Edition description:	2013 Edition
Pages:	159
Product dimensions:	5.30(w) x 8.30(h) x 0.40(d)

About the Author

Scott Burnham is the Curley Professor of Commercial Law at the Gonzaga School of Law. He is co-chair of the General Provisions Subcommittee of the UCC Committee.

Table of Contents

Acknowledgements ix

Foreword xi

Preface xv

Chapter 1 The Uniform Commercial Code: History, Overview, and Citation 1

A Introduction 1

B History 2

C Overview 4

D Research Techniques 6

Chapter 2 Using the Code and Comments 9

A The Definitions 9

B The Official Comments 12

C PEB Commentaries 15

Chapter 3 Overview and Scope of Article 1 §§ 1-101 and 1-102 17

A Introduction 17

B The Objectives of Uniformity 18

C Article 1 and the Other Substantive Articles 19

D The Relationship Between UCC and Non-Code Law 20

E The Scope of Article 1 20

Chapter 4 Code Purposes and Policies § 1-103(a) 23

A Introduction 23

B Modernizing the Law and Expanding Commercial Practices 25

C Uniformity 26

D Expansion to Non-Code Transactions 30

Chapter 5 Code and Non-Code Law § 1-103(b) 33

A The Relationship of the Code to Federal Law 33

B Supplementation 34

C Supplementation or Displacement 36

D Predictability 39

Chapter 6 Construction Against Implied Repeal § 1-104 43

Chapter 7 Severability § 1-105 45

Chapter 8 Use of Singular and Plural; Gender § 1-106 47

Chapter 9 Section Captions § 1-107 49

Chapter 10 Relation to Federal E-Sign Act § 1-108 55

A Background; Federal E-Sign Legislation 55

B Reconciling E-Sign and UETA 56

Chapter 11 General Definitions §§ 1-201 Through 1-204 61

A In General 71

B Undefined Terms 73

Chapter 12 Reasonable Time and Seasonableness § 1-205 75

A Introduction 75

B Question of Fact 76

C Manifestly Unreasonable 76

D Seasonable Time 77

Chapter 13 Presumptions § 1-206 79

Chapter 14 Choice of Law § 1-301 81

A Introduction 82

B The Parties' Freedom to Choose the Governing Law 83

C Choice of Law in the Absence of an Agreement 85

D The Exceptions-Where the Parties are not Free to Choose the Governing Law 87

E International Transactions 88

Chapter 15 Variation by Agreement § 1-302 91

A Freedom of Contract 92

B Limitations on Agreement 92

C Parties' Determination of Standards 93

D Effect on Third Parties 97

E Section 1-302(c) 98

Chapter 16 Course of Performance, Course of Dealing, and Usage of Trade § 1-303 99

A Introduction 101

B "Agreement" in the Code 101

C Course of Performance 104

D Course of Dealing 105

E Usage of Trade 106

F Limitations 108

G The Code Hierarchy 110

H Express Terms Modified by Waiver Ill

I Notice 112

Chapter 17 Good Faith § 1-304 113

A Introduction 113

B Application only to Code Contracts or Duties 115

C Consequences of Breaching Good Faith 117

D Meaning of Good Faith 119

E Application of the Concept 121

F Question of Fact 127

Chapter 18 Remedies Administered § 1-305 129

A Liberal Administration of Remedies 129

B Enforcement by Action 132

Chapter 19 Waiver or Renunciation § 1-306 135

Chapter 20 Evidence by Third-Party Documents § 1-307

Chapter 21 Performance or Acceptance Under Reservation of Rights §1-308 139

Chapter 22 Option to Accelerate at Will § 1-309 143

Chapter 23 Subordinated Obligations § 1-310 147

Chapter 24 Conclusion 151

Appendix The Uniform Law Process 153

About the Author 159