The 50 States of the United States have different laws that govern business or commercial dealings in each state. The Uniform Commercial Code (“UCC”) is a model law, first promulgated by legal scholars and practitioners more than 60 years ago, with the goal of harmonizing the rules in different states for certain types of business matters. The model law is periodically revised to clarify its meaning in response to judges’ interpretations and to address new concepts and business practices.
The UCC, and each revision to it, is only effective when and to the extent it is adopted by each state. All 50 States have adopted some version of the UCC in whole or in part. States sometimes modify certain provisions of the UCC when they enact the model law as the law of the State.
Commercial transactions and UCC lawyers represent clients in a wide variety of business transactions covered by and related to the UCC. The representation can include advice on how to structure transactions, documenting transactions, and representation in court regarding disputes with other parties about these transactions. Examples include the preparation of loan documents related to a loan secured by assets other than (or in addition to) real property, disputes in court between lenders and other creditors over the rights to such assets, and disputes in court regarding the obligations of a bank to pay on a letter of credit.
The areas of business transactions covered by the UCC include: sale and delivery of movable, tangible property; leases of tangible property; promissory notes; bank deposits and checks; wire transfers of money between banks; letters of credit; ownership and transfer of certain interests in businesses (securities); and loans secured by assets other than (or in addition to) real estate. Commercial Transactions/UCC lawyers often have expertise in some, but not all, of these wide-ranging business areas.