Commercial Law

Commercial law comprises a vast body of laws and regulations designed to effectuate an efficient flow of commerce. The foundation of commercial law is the Uniform Commercial Code (UCC), created jointly by the National Conference of Commissioners on Uniform State Laws and the American Law Institute and adopted by all states except Louisiana. The stated purposes of the UCC are (1) to simplify, clarify, and modernize the law governing commercial transactions; (2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) to make uniform the law among the various jurisdictions.

Commercial law under Article 2 of the UCC regulates the sales of movable goods, including future goods, specially manufactured goods, the unborn young of animals, and growing crops. It sets forth specific provisions governing the formation, performance, and breach of sales contracts, including the remedies available in the event of a breach. Commercial law under Article 3 establishes the law of negotiable instruments, including their negotiation, transfer, enforcement, discharge and payment. Commercial law under Article 4 of the UCC governs bank deposits, and Article 5 sets forth the requirements for letters of credit. Article 9 governs secured transactions, including, among other transactions: (1) transactions creating a security interest in personal property or fixtures, (2) agricultural liens; (3) sales of accounts, chattel paper, payment intangibles, or promissory notes; and (4) consignments. Other UCC provisions include the following: Article 2A - Leases; Article 4A - Funds Transfers; Article 6- Bulk Transfers and Sales; Article 7 - Warehouse Receipts, Bills of Lading and Other Documents of Title; and Article 8 - Investment Securities.