Editing Uniform Commercial Code (section)

==History==

[[File:Uniform Commercial Code confidential drafts.jpg|thumb|right|Even the confidential rough drafts of the UCC were saved and published as a 10-volume set.]]
The UCC is the longest and most elaborate of the [[uniform act]]s. The Code has been a long-term, joint project of the [[National Conference of Commissioners on Uniform State Laws]] (NCCUSL) and the [[American Law Institute]] (ALI).<ref name="NCCUSL">{{cite web |url=https://www.uniformlaws.org/acts/ucc |title=Uniform Commercial Code |last=Uniform Law Commission |author-link=National Conference of Commissioners on Uniform State Laws |website=Uniform Law Commission |language=en |access-date=2023-12-28 |archive-url=https://web.archive.org/web/20231215121601/https://www.uniformlaws.org/acts/ucc |archive-date=2023-12-15}}</ref> NCCUSL and ALI began drafting the first version of the UCC in 1945, following earlier, less comprehensive [[Codification (law)|codification]] efforts for areas including the sale of goods across state lines.{{sfn|Malcolm|1963|p=229}}

Judge [[Herbert F. Goodrich]] was the chairman of the editorial board of the original 1952 edition,<ref>[http://www.ali.org/index.cfm?fuseaction=publications.fpage&node_id=86&product_code=1UCCOTC07 The American Law Institute – UCC 2007 Edition (Official Text with Comments)<!-- Bot generated title -->] {{Webarchive|url=https://web.archive.org/web/20071208050348/https://www.ali.org/index.cfm?fuseaction=publications.fpage&node_id=86&product_code=1UCCOTC07 |date=December 8, 2007 }}</ref> and the Code itself was drafted by legal scholars including [[Karl N. Llewellyn]] (the prime leader in the project),<ref name=":0">{{Citation|last=Clark|first=David S.|title=Development of Comparative Law in the United States|date=2019-03-21|url=http://oxfordhandbooks.com/view/10.1093/oxfordhb/9780198810230.001.0001/oxfordhb-9780198810230-e-6|work=The Oxford Handbook of Comparative Law|pages=147–180|editor-last=Reimann|editor-first=Mathias|publisher=Oxford University Press|language=en|doi=10.1093/oxfordhb/9780198810230.013.6|isbn=978-0-19-881023-0|access-date=2020-05-17|editor2-last=Zimmermann|editor2-first=Reinhard|url-access=subscription}}</ref> [[William A. Schnader]], [[Soia Mentschikoff]], and [[Grant Gilmore]]. The UCC contained principles and concepts borrowed from German law, although they were unacknowledged by Llewellyn.<ref name=":0" />

The Code, as the product of private organizations, is not itself the law, but only a recommendation of the laws that should be adopted in the states. Once enacted by a state, the UCC is codified into the state's code of statutes. A state may adopt the UCC verbatim as written by ALI and NCCUSL, or a state may adopt the UCC with specific changes. Unless such changes are minor, they can seriously obstruct the Code's express objective of promoting uniformity of law among the various states. Thus, persons doing business in various states must check local laws.

The ALI and NCCUSL have established a permanent editorial board for the Code. This board has issued a number of official comments and other published papers. Although these commentaries do not have the force of law, courts interpreting the Code often cite them as persuasive authority in determining the effect of one or more provisions. Courts interpreting the Code generally seek to harmonize their interpretations with those of other states that have adopted the same or a similar provision.

In one or another of its several revisions, the UCC has been fully enacted{{efn|See [[Uniform Commercial Code adoption]] for more information on the adoption of each article in the UCC by U.S. jurisdictions.}} with only minimal changes in 49 states, as well as in the [[District of Columbia]], [[Guam]],<ref>{{cite book |author1= Stewart Macaulay|author2= Jean Braucher|author3= John A. Kidwell|author4= William Whitford|year= 2010|title= Contracts: Law in Action|volume= I|edition= 3rd|publisher=  LexisNexis|isbn= 978-1-42248176-9}}</ref> the [[Northern Mariana Islands]],<ref>5 C.M.C. § 1101 et seq.</ref> and the [[U.S. Virgin Islands]], [[Louisiana]], and [[Puerto Rico]] have enacted most of the provisions of the UCC with only minimal changes, except Articles 2 and 2A, preferring instead to maintain their own [[civil law (legal system)|civil law]] tradition for governing the sale and lease of goods.<ref>La. R.S. 10:101-1 et seq.</ref><ref>P.R. Laws Ann. tit. 19, § 401 et seq.</ref> Also, some [[Tribe (Native American)|Native American tribes]] have adopted portions of the UCC, including the [[Navajo Nation]], which has adopted Articles 1, 2, 3, and 9 with only minimal changes.<ref>Navajo Nation Code tit. 5A, § 1-101 et seq.</ref>

Although the substantive content is largely similar, some states have made structural modifications to conform to local customs. For example, [[Louisiana law|Louisiana jurisprudence]] refers to the major subdivisions of the UCC as "chapters" instead of articles, since the term "articles" is used in that state to refer to provisions of the [[Louisiana Civil Code]].  Arkansas has a similar arrangement as the term "article" in that state's law generally refers to a subdivision of the [[Arkansas Constitution]].  In California, they are titled "divisions" instead of articles, because, in California, articles are a third- or fourth-level subdivision of a code, while divisions or parts are always the first-level subdivision.  Also, California does not allow the use of [[hyphen]]s in section numbers because they are reserved for referring to ranges of sections; therefore, the hyphens used in the official UCC section numbers are dropped in the California implementation.