The Often Imitated, But (Still) Not Yet Duplicated, Revised UCC Article 1

Abstract

Unlike Revised Uniform Commercial Code Article 9 (1999), which every state and the District of Columbia enacted within roughly two years of its promulgation, states have been slower to warm to Revised UCC Article 1 (2001). Nearly seven years after the American Law Institute and the National Conference of Commissioners on Uniform State Law promulgated it, thirty-three states have enacted their own versions of Revised UCC Article 1. None of the thirty-three has enacted the uniform version in its entirety. All thirty-three enacting states have rejected the uniform choice-of-law provision (§ 1-301) in favor of retaining language based on pre-Revised § 1-105 - prompting the ALI and NCCUSL to consider amending the uniform version of Revised Article 1 to replace the language of Revised § 1-301 with language substantially the same as that in pre-Revised § 1-105 - and ten enacting states have rejected the uniform definition of good faith in favor of retaining the bifurcated good faith standard that existed in those states prior to their enactment of Revised Article 1 and still exists in the seventeen states that have not yet enacted Revised Article 1 and the District of Columbia.

This is an update of a prior - now outdated - article with a similar title that appeared at 38 U.C.C. L.J. 195 (2006). In this ever-evolving paper, I highlight key differences between pre-Revised and Revised UCC Article 1, chronicle Revised Article 1's successes and failures to date, and offer suggestions for states that have not yet acted.

Keywords: Uniform Commercial Code, uniform lawmaking, legislation, statutory revision, good faith, choice of law, contract, commercial law

JEL Classification: K12