ebook img

Uniform-Commercial-Code 2011 UCC PDF

2418 Pages·08.583 MB·English
by  coll.
Save to my drive
Quick download
Download
Most books are stored in the elastic cloud where traffic is expensive. For this reason, we have a limit on daily download.

Preview Uniform-Commercial-Code 2011 UCC

UNIFORM COMMERCIAL CODE 2010-2011 Edition Issued in December 2010 The American Law Institute National Conference of Commissioners on Uniform State Laws OFFICIAL TEXT AND COMMENTS INCLUDING Article 1 (General Provisions) Article 2 (Sales) Article 2A (Leases) Article 3 (Negotiable Instruments) Article 4 (Bank Deposits and Collections) Article 4A (Funds Transfers) Article 5 (Letters of Credit) Article 6 (Bulk Sales) Article 7 (Documents of Title) Article 8 (Investment Securities) Article 9 (Secured Transactions) Article 10 (E(cid:1)ective Date and Repealer) Article 11 (E(cid:1)ective Date and Transition Provisions) APPENDICES INDEX TheExecutiveO(cid:2)ce NationalConferenceof TheAmericanLawInstitute CommissionersonUniformStateLaws 4025ChestnutStreet 111N.WabashAve.,Suite1010 Philadelphia,Pennsylvania19104 Chicago,Illinois60602 ForCustomerAssistanceCall1-800-328-4880 Mat #40838620 TEXTANDNOTESCOPYRIGHT©1948-1950,1952,1958,1959,1963,1972,1978, 1987-1991,1994-1996,1999-2005,2007-2010 THEAMERICANLAWINSTITUTE and NATIONALCONFERENCEOFCOMMISSIONERS ONUNIFORMSTATELAWS COPYRIGHT©2010 By THEAMERICANLAWINSTITUTE and NATIONALCONFERENCEOFCOMMISSIONERS ONUNIFORMSTATELAWS INDEXCOPYRIGHT©2010 By ThomsonReuters TEXT OF UNIFORM COMMERCIAL CODE AND OFFICIAL COMMENTS REPRINTED WITH PERMISSION OF THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERSONUNIFORMSTATELAWS. This publication was created to provide you with accurate and authoritative information concerning the subject matter covered; however, this publication was not necessarily pre- pared by persons licensed to practice law in a particular jurisdiction. The publisher is not engaged in rendering legal or other professional advice and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you shouldseektheservicesofacompetentattorneyorotherprofessional. PREFACE This Pamphlet contains the text of the Uniform Commercial Code pre- pared under the joint sponsorship of The American Law Institute and the National Conference of Commissioners on Uniform State Laws, current through December, 2010. The Code is a comprehensive modernization of various statutes relat- ing to commercial transactions including sales, leases, negotiable instru- ments, bank deposits and collections, funds transfers, letters of credit, bulk sales, documents of title, investment securities and secured transactions. It replaces the former Uniform Laws relating to sales, conditional sales, negotiable instruments, warehouse receipts, bills of lad- ing, stock transfers and trust receipts. The Code was originally approved by its sponsors and the American Bar Association in 1952, and it has been amended a number of times in succeeding years. An e(cid:1)ort to modernize and update the Code was begun in 1987 when new Article 2A was approved. New Article 4A (Funds Transfers) was approved in 1989, and Article 6 (formerly Bulk Transfers, now Bulk Sales) was revised that same year. In 1990, substantial amend- ments were made to Article 2A (Leases). Article 3 (formerly Commercial Paper, now Negotiable Instruments) was also revised in 1990. Article 8 (Investment Securities) was revised in 1994, and Article 5 (Letters of Credit) was revised in 1995. Revised Article 9 (Secured Transactions) was promulgated in 1998 with subsequent amendments and modi(cid:3)cations in 1999, 2000, and 2001. Article 1 (General Provisions) was revised in 2001. Article 7 (renamed Documents of Title) was revised in 2003. Article 2 (Sales) and Article 2A (Leases) were amended in 2003 and 2005. This 2009 edition of the Pamphlet contains Permanent Editorial Board Commentary No. 16 (2009) regarding sections 4A-502(d) and 4A-503. The Commentary indicates that neither the originator nor the bene(cid:3)ciary of a funds transfer has any property claim to the value held by an intermedi- ary bank in a funds transfer. OFFICIAL COMMENTS One of the indispensable features herein consists of the O(cid:2)cial Com- ments, prepared by the National Conference of Commissioners on Uniform State Laws and The American Law Institute, which appear under each section. These Comments explain the purpose and intent of the sections and the changes in the prior law that were e(cid:1)ected by the Code. APPENDIX CONTAINING PERMANENT EDITORIAL BOARD (PEB) COMMENTARY The Permanent Editorial Board for the Uniform Commercial Code will issue supplementary commentary on the Code from time to time. The (cid:3)nal draft of Commentaries 1 to 15 may be found in Appendix A. (PEB Com- iii Uniform Commercial Code Reporting Series mentaries 8 and 11 have been amended to comport with Revised Article 9.) These commentaries normally identify an issue, discuss the issue and come to a conclusion as to how the issue should be resolved. Often, the conclusion will result in a change in the O(cid:2)cial Comment of one or more sections of the Code. The O(cid:2)cial Comment, when so changed, will gener- ally refer to the PEB Commentary which brought about the change. All changes in the O(cid:2)cial Comments as a result of Commentaries 1 to 15 have been incorporated into this Pamphlet. APPENDICES RELATING TO 1972, 1977, AND 1987 CHANGES Appendices are included containing material relating to the 1972 revi- sion of Article 9, the 1977 revision of Article 8 and the 1987 adoption of Article 2A. Appendix B shows the changes in Article 9, and related sections. Included under each section are statements as to the reasons for change. Appendix C shows the changes in Article 8, and related sections. Included under each section are statements as to the reason for change. Appendix D contains amendments to Article 1 and Article 9 conforming to new Article 2A. APPENDICES CONTAINING TEXT AND OFFICIAL COMMENTS OF PRE-REVISION ARTICLES 1, 3, 5, 6, 7, 8, AND 9 Article 6 was revised in 1989, Article 3 was revised in 1990, Article 8 was further revised in 1994, Article 5 was revised in 1995, Article 9 was revised in 1998, Article 1 was revised in 2001, and Article 7 was revised in 2003. The pre-revision versions of the Text and O(cid:2)cial Comments of these articles may be found variously in Appendix E (Pre-Revision Article 6), Ap- pendix G (Pre-Revision Article 3), Appendix L (Pre-Revision Article 8), Ap- pendix N (Pre-Revision Article 5), Appendix O (Pre-Revision Article 9), Ap- pendix P (Pre-Revision Article 1), and Appendix R (Pre-Revision Article 7). APPENDIX CONTAINING 1990 ARTICLE 1 AMENDMENTS CONFORMING TO REVISED ARTICLE 3 In conjunction with the revision of Article 3 in 1990, conforming amend- ments to Article 1 were approved. These amendments may be found in Ap- pendix H. APPENDICES CONTAINING 1990 AMENDMENTS TO ARTICLE 2A In 1990, 24 text amendments were made to Article 2A. In addition, the O(cid:2)cial Comments of three sections, which were not amended textually, were changed to conform to the various text amendments. All of these may be found in Appendix F. TO ARTICLE 4 In 1990, a substantial number of amendments were made to Article 4. Many of these were made to conform to Revised Article 3. Others were miscellaneous amendments. These amendments, together with the reasons for the 1990 changes, may all be found in Appendix I. iv Preface APPENDIX CONTAINING VARIOUS 1994 AMENDMENTS Various amendments were made in 1994 not relating to the revision of Article 8. These amendments may be found in Appendix J. APPENDIX CONTAINING 1994 AND 1995 AMENDMENTS TO ARTICLES 1, 3, 4, 5, 9, AND 10 CONFORMING TO 1994 REVISION OF ARTICLE 8 In 1994 and 1995, amendments to Articles 1, 3, 4, 5, 9, and 10 were made to conform to the 1994 revision of Article 8. These amendments may be found in Appendix K. APPENDIX CONTAINING 1995 AMENDMENTS TO ARTICLES 1, 2, AND 9 CONFORMING TO REVISED ARTICLE 5 In 1995, amendments to Articles 1, 2, and 9 were made to conform to the revision of Article 5. These amendments may be found in Appendix M. APPENDIX CONTAINING 2002 AMENDMENTS TO ARTICLES 3 AND 4 Articles 3 and 4 were amended in 2002. The amendments may be found in Appendix Q. APPENDICES CONTAINING 2003 AMENDMENTS TO ARTICLES 2 AND 2A Articles 2 and 2A were amended in 2003. The amendments may be found in Appendices T and U, respectively. APPENDIX CONTAINING 2005 AMENDMENTS A number of amendments and O(cid:2)cial Comment corrections were ap- proved in 2005 a(cid:1)ecting Articles 1, 2, 2A, 3, and 9. These changes may be found in Appendix V. APPENDIX CONTAINING 2006 OFFICIAL COMMENT CORRECTIONS O(cid:2)cial Comment corrections a(cid:1)ecting Articles 2A and 9 were approved in 2006. The corrections may be found in Appendix W. APPENDIX CONTAINING 2008 AMENDMENT Amendment of Article 1-301 was approved in May, 2008. The amend- ment may be found in Appendix X. APPENDIX CONTAINING PRE-REVISION ARTICLE 2 Article 2 was amended in 2003 and has not yet been adopted. Pre- revision Article 2 can be found in Appendix Y. SPECIAL FEATURES The various materials in the preliminary part of this Pamphlet all con- tribute to a better understanding of the Code and aid in its interpretation. v Uniform Commercial Code Reporting Series The Foreword, written by the Chair of the Permanent Editorial Board, provides an up-to-date overview of the recent modernization of the Code. The Article, Part and Section analysis, beginning on page 1, provides an easy means of (cid:3)nding particular provisions of the Code. INDEX This edition includes an up-to-date index prepared by the publisher’s Editorial Sta(cid:1). The Publisher December 2010 vi PERMANENT EDITORIAL BOARD FOR THE UNIFORM COMMERCIAL CODE CHAIR John A. Sebert, Chicago, Illinois Executive Director, NCCUSL MEMBERS ALI Designees NCCUSL Designees E. Carolan Berkley, Boris Auerbach, Philadelphia, PA Indianapolis, IN Amelia H. Boss, Patricia Brumfield Fry, Philadelphia, PA Edgewood, NM Stephanie Heller, Carlyle C. Ring, Jr., Brooklyn, NY Washington, DC Lance Liebman, Edwin E. Smith, New York, NY Boston, MA Linda J. Rusch, James J. White, Spokane, WA Ann Arbor, MI Steven O. Weise, DIRECTOR OF RESEARCH Los Angeles, CA Neil B. Cohen, EMERITUS MEMBERS Brooklyn, NY Marion W. Benfield, Jr., LIAISONS New Braunfels, TX Carter H. Klein, William H. Henning, Chicago, IL Tuscaloosa, AL Fred H. Miller, ABA Business Law Section Teresa W. Harmon, Norman, OK Chicago, IL EX OFFICIO ABA Advisor Roberta Cooper Ramo, ALI STAFF Albuquerque, NM Deanne Dissinger, President, ALI Robert A. Stein, Philadelphia, PA Stephanie Middleton, Minneapolis, MN Philadelphia, PA President, NCCUSL NCCUSL STAFF Michael R. Kerr, Chicago, IL Katie Robinson, Chicago, IL vii FOREWORD TO OFFICIAL TEXT AND COMMENTS The Permanent Editorial Board and its constituent organizations, the American Law Institute and the National Conference of Commissioners on Uniform State Laws, have worked for more than two decades to update the Uniform Commercial Code. The e(cid:1)ort has been greatly assisted by the American Bar Association, which has provided advisers at each step along the way. This e(cid:1)ort began with two new articles: Article 2A, (cid:3)rst promulgated in 1987 and revised in 1990, provides a legal structure for leases of goods, and Article 4A (1989) governs commercial funds transfers. The PEB then directed its attention to the original articles of the Code. The primary goal was not to create new law but rather to bring the articles up to date in terms of modern business practices and technology. Articles 3 and 4, cover- ing negotiable instruments and bank deposits and collections, were thoroughly revised in 1990 (and amendments to a limited number of par- ticular provisions in those articles were recommended in 2002). The PEB then recommended repeal of Article 6 (dealing with bulk sales) as no lon- ger necessary in light of modern commercial realities; as an alternative for jurisdictions that chose not to repeal the article, the PEB drafted a revised version of Article 6. Article 8, dealing with investment securities, was revised in 1994, primarily to provide a full set of rules for the “indirect holding system” that had developed in the securities markets in order to facilitate trades. Article 5, which governs letters of credit, was revised in 1995 to coordinate better with developments in domestic and international letter of credit practice. The modernization of the law of secured credit codi(cid:3)ed in Article 9, a large undertaking with great commercial signi(cid:3)- cance, was a major achievement. The state legislatures quickly enacted these revised articles. In the case of Article 9, nationwide enactment was accomplished in just three years, a remarkable achievement. The next step in the modernization process was the promulgation in 2001 of a revised text of Article 1 which, in addition to de(cid:3)nitions, contains alimitednumberofbasicsubstantiverulesgenerallyapplicablethroughout the UCC. Most recently, a set of amendments to sections in Articles 2 and 2A and a revised version of Article 7 were promulgated in 2003. Much of this work, along with the 2002 amendments to Articles 3 and 4, remains on the agenda for enactment in the states. Throughout the modernization project, the PEB and the sponsoring organizations have been cognizant of the need to amend and revise the articles in a manner that comports with modern commercial practices, including the now-prevalent use of electronic methods of doing business. At the same time, the amendments and revi- sions have exhibited sensitivity to the unique issues that sometimes come ix Uniform Commercial Code into play when transactions involve consumers. The Conference and the Institute are proud of the modernization of the UCC and grateful to the Reporters and the members of Drafting Commit- tees who devoted long hours to this work, as well as to the many others who participated in the process, especially those who o(cid:1)ered constructive criticism and who patiently worked to improve laws so crucial to the economy of the United States. John A. Sebert Chair Permanent Editorial Board for the Uniform Commercial Code December 2010 x

See more

The list of books you might like

Most books are stored in the elastic cloud where traffic is expensive. For this reason, we have a limit on daily download.