American Contract Law for a Global Age, 2017a

Unit 10
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ALTERNATIVE REGIMES
Part One
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Uniform Commercial Code – Scope and Formation
FOCUS OF THIS UNIT
Welcome to the Uniform Commercial Code. The Uniform Commercial Code
has major substantive divisions dealing with different topics, each one of which is
known as an “article.” Every article is then divided into “sections,” which are like code
sections you have seen in other contexts. Article 1 (“General Provisions”) contains
principles and definitions that apply to the rest of the code, so it can come up in any
study of the UCC, including in a basic course on contracts. Other UCC articles
frequently arise in upper level law school courses, perhaps most prominently Article
3 (“Negotiable Instruments”), Article 4 (“Bank Deposits and Collections”), and Article
9 (“Secured Transactions”). The UCC as a whole was largely developed in the 1940s
and 1950s as a joint effort by the American Law Institute (whom you may already
recognize as the drafters of all the Restatements) and the National Conference of
Commissioners on Uniform State Laws (now better known as the “Uniform Law
Commission”), both being groups comprised of law professors and practicing lawyers.
Most state enactments of the UCC first occurred in the mid-to-late 1960s.
Welcome to UCC Article 2 on Sales of Goods. The part of the code that we
(and by “we,” of course, we actually mean “you”) will study most for this course is
Article 2, which governs sales of “goods.” Article 2 has been adopted in every
American jurisdiction except Louisiana, 1 and it was designed with the goal that
people and companies selling products nationally should not have to worry about the
specific contract law of every state. Like many pieces of legislation, Article 2 reflects
a number of political compromises, balancing the interests of big businesses, small
businesses, and consumers, and of both buyers and sellers. It was also largely written
by law professors, who are (you may have already recognized) are not always noted
for their clarity in communication. As a result, it is not always a model of clarity or
1 [Louisiana has a French-based civil code system known as “Obligations” in lieu of the
British-originated common law of contracts. Louisiana has adopted some parts of the Uniform
Commercial Code, but not UCC Article 2, which is the principal subject of this unit. – Eds.]
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UNIT 10: UCC SCOPE AND FORMATION 175