Introduction

This research guide is intended as a starting point for research in U.S. commercial law. The guide includes both primary and secondary sources, in both print and electronic formats. This guide does not cover foreign or international commercial law, but the Law Library does have a separate International Commercial Arbitration Research Guide.

Uniform Commercial Code

Commercial Law in the United States is largely governed by the Uniform Commercial Code (UCC). The UCC is a model code which is jointly created and revised by two non-governmental organizations, the American Law Institute (ALI) and the National Conference of Commissioners on Uniform State Laws (NCCUSL). Therefore, the UCC is not law in and of itself, and only has the force of law when it is adopted by individual jurisdictions. Every U.S. state and the District of Columbia have adopted at least part of the UCC (though it has not been adopted as federal law). Each jurisdiction, however, may make its own modifications (Louisiana has never adopted Article 2), and may organize its version of the UCC differently. So to find the applicable commercial law in any jurisdiction, it helps to be familiar with the UCC. This guide is largely designed to help users navigate the UCC and related materials.

The UCC is divided into the following eleven articles:

Article 1: General Provisions
Article 2: Sales
Article 2A: Leases
Article 3: Commercial Paper
Article 4: Bank Deposits and Collections
Article 4A: Funds Transfers
Article 5: Letters of Credit
Article 6: Bulk Transfers
Article 7: Warehouse Receipts, Bills of Lading and Other Documents of Title
Article 8: Investment Securities
Article 9: Secured Transactions; Sales of Accounts and Chattel Paper

Primary Law Resources

A. UCC Official Text

The Official Text of the UCC has undergone several revisions. The first Official Text was promulgated in 1951 (and published in 1952), with additional Official Texts appearing in 1957, 1958, and 1962. In 1961 a Permanent Editorial Board (PEB) was established to evaluate and edit the code. New articles were added in 1987 (Article 2A) and 1989 (Article 4A). Since 1962, there have been no wholesale revisions of the Code. Instead, the PEB has revised individual articles at various times, and periodically publishes the Official Text.

Current Versions of the UCC and Accompanying Materials

In addition to the Official Text of the Code, the UCC contains explanatory material intended to address and resolve any confusion or ambiguity in its provisions. These are the Official Comments of the Permanent Editorial Board, and the Permanent Editorial Board Commentaries. While these two items have similar title, they are different entities. The Official Comments have been published along with the Official Text since the first edition of the Code. The PEB Commentaries began in 1990 to address ambiguities and other issues left open by the Code and the Official Comments. The PEB Commentaries are generally published at the end of the Official Text in an appendix.

• Current Official Text
  
  
  • Westlaw: UCC-TEXT .
    • Includes Official Comments and PEB Commentaries (through 1994).
      
      
  • Lexis: Legal > Secondary Legal > Model Acts & Uniform Laws > Uniform Commercial Code (U.C.C.) .
    • Includes Official Comments but not PEB Commentaries.
      
      
  • Legal Information Institute (free Web)
    Online version of the Uniform Commercial Code provided by the Legal Information Institute at Cornell. Also provides locator links to state statutes that correspond to Articles of the Uniform Commercial Code. Does not include Official Comments or PEB Commentaries.
    
    
  • Uniform Laws Annotated (1968-Present) KF165 .A5
    This title is particularly useful because it notes state adoptions and variations of each UCC provision. Along with other uniform and model laws, the Uniform Laws Annotated contains the UCC Official Text as well as Official Comments and PEB Commentaries. The annotations include citations to relevant cases and secondary sources.
    
    • Westlaw: ULA (Current through 2007) .
      
      
• Other Official Materials
  
  
  • American Law Institute Library
    Contains the Uniform Commercial Code and all superseded restatements, codifications, proceedings, reports and other special publications published by the ALI. Also contains ALI-ABA periodicals and material from the Statement of Essential Human Rights archive.
    • Available through HeinOnline .
      
      
  • Uniform Commercial Code Permanent Editorial Board Commentary (Through 1994)
    "Text of supplementary commentary by the Permanent Editorial Board for the Uniform Commercial Code (UCC), which is issued to resolve an ambiguity in the UCC, to state a preference as to how an issue should be resolved, to elaborate on the application of the UCC, to apply the UCC to new or changed circumstances, or to clarify the interaction of the UCC with other statutes."
    • Westlaw: UCC-PEB .
      
      
• • UCC Reporting Service - Permanent Editorial Board Comments (Through 1994)
    Includes the Permanent Editorial Board Commentaries.
    • Westlaw: UCC-PEB
    • Lexis: Legal > Area of Law - By Topic > Commercial Law > Find Statutes, Uniform Laws, Regulations & Administrative Materials > UCC Reporting Service - Permanent Editorial Bd Comments .
      

Superseded Versions of the UCC and Other Historical Materials

The Law Library has access to all previous versions of the UCC, either in print or electronic format, or both. These versions all include Official Comments:

• 1952 Official Text KF879.5 .A2 1951
  • Also available through HeinOnline .
    
    
• 1957 Official Text (with the 1956 recommendations from the Editorial Board) KF879.5 .A15 1957
  • Also available through HeinOnline .
    
    
• 1958 Official Text KF879.5139 .A2 1958
  • Also available through HeinOnline .
    
    
• 1962 Official Text (No print version currently available)
  • Online version available through HeinOnline .
    
    
• Subsequent Official Texts (1987 - 2005)
  • Available through HeinOnline .
  • Scroll down to section titled "Uniform Commercial Code Official Texts"

The Law Library also has material relevant to the history of the UCC and its evolution:

• American Law Institute: Annual Proceedings
  These are edited transcripts of the annual proceedings, and contain discussions of draft versions of ALI publications, including the UCC.
  • Westlaw: ALI-PROCEED (2000 - ) .
  • Online version available through HeinOnline (1925 - ) .
    
    
• American Law Institute Library
  Contains the Uniform Commercial Code and all superseded restatements, codifications, proceedings, reports and other special publications published by the ALI. Also contains ALI-ABA periodicals and material from the Statement of Essential Human Rights archive.
  • Available through HeinOnline .
    
    
• Karl Llewellyn Papers KF213 .L55 1990 Micro
  Llewellyn, a law professor at Columbia and the University of Chicago, was the first Chief Reporter of the UCC, and was largely responsible for the development of the original Code. Section J of his papers contains materials related to the UCC.

State Versions of the UCC

• UCC Local Code Variations (Through January, 2008)
  U.C.C. Local Code Variations reflects the differences that exist between the text of the Official Uniform Commercial Code and the Code as it adopted by the legislatures of the various states, territories and the District of Columbia. The information is organized by Article and section of the Official Code. The variations are found beneath the each Code section and are listed by state.
  • Westlaw: UCC-LOCVAR .
    
    
• UCC Reporting Service - State Variation Tables
  Contains secondary research information and is made up of the Uniform Commercial Code (UCC) Reporting Service and includes the State Variation Tables. It provides all the textual changes for each state where they have modified the
  text of the UCC.
  • Lexis: Legal > Area of Law - By Topic > Commercial Law > Find Statutes, Uniform Laws, Regulations & Administrative Materials > UCC Reporting Service - State Variation Tables .
    
    
• Uniform Laws Annotated (1968-Present) KF165 .A5
  This title is particularly useful because it notes state adoptions and variations of each UCC provision. Along with other uniform and model laws, the Uniform Laws Annotated contains the UCC Official Text as well as Official Comments and PEB Commentaries. The annotations include citations to relevant cases and secondary sources.
  • Westlaw: ULA (Current through 2007) .

B. Case Law Resources

The enacted versions of the UCC are also interpreted and applied in both state and federal courts. While general case reporters at all levels (such as the Federal Reporter and state supreme court reporters) will report these cases, there are also several databases and print reporters that publish commercial law cases exclusively.

• State Uniform Commercial Code Cases (Dates of coverage vary by court)
  Contains all Uniform Commercial Code Cases from all available Supreme Court,
  Courts of Appeals, selected trial and miscellaneous court decisions from all
  states, the Virgin Islands, and the District of Columbia.
  • Lexis: Legal > Cases - U.S. > Combined State Court Cases > By Area of Law > State Uniform Commercial Code Cases
    .
    
    
• UCC Reporter - Digest (Dates of coverage vary by court)
  Case digests for all U.S. jurisdictions, arranged by Code section.
  • Lexis: Legal > Area of Law - By Topic > Commercial (UCC) > Search Analysis, Law Reviews & Journals > UCC Reporter - Digest .
    
    
• Uniform Commercial Code Case Digest ( Pike & Fischer) (1976- ) KF885 .U57
  Contains digests of all Uniform Commercial Code (UCC) cases from all federal and state jurisdictions with expert commentary and analysis.
• • Not available electronically.
    
    
• Uniform Commercial Code Cases (Dates of coverage vary by court)
  Database contains documents from federal courts and from the state or local courts of all 50 states, the District of Columbia, Guam and the Virgin Islands that have appeared in West's national reporter system or in Callaghan's uniform commercial code reporting service. Also included are selected unreported decisions which may be published at a later date
  
  • Westlaw: UCC-CS .
    
    
• Uniform Commercial Code Cases, Federal & State (Dates of coverage vary by court)
  Contains case law from the following federal and state sources: U.S. Supreme Court, Courts of Appeal, Court of Appeal
  Federal Circuit, District Courts, Court of Claims, Bankruptcy Courts and individual state courts.  The file is made up of
  selected documents relating to Uniform Commercial Code (UCC) law.
  • Lexis: Legal > Area of Law - By Topic > Commercial (UCC) > Find Cases > Federal Uniform Commercial Code Cases .
    
    
• Uniform Commercial Code Reporting Service (1965 - ) KF885 .U565
  Contains full text of cases from federal courts and from the state or local courts of all 50 states.
  • Westlaw: UCCRS-PRO (1995 - ) .

Secondary Sources

A. Treatises

• Anderson on the Uniform Commercial Code (3rd ed. 1981-), KF879.514 .A53 1981
  Multi-volume treatise providing analysis of UCC articles, commentary on commercial law practices, and related non-code laws as well as case and statutory developments.
  • Also available on Westlaw: ANDR-UCC .
    
    
• Debtor-Creditor Law (1982 - ) KF1501 .D57 1982
  A comprehensive multi-volume treatise, written by prominent experts in the field, which offers users complete coverage of all aspects of the debtor-creditor relationship, including current case law, practical guidance and numerous forms for the practitioner. In addition to comprehensive coverage of federal consumer credit legislation and the reprint of related statutes and regulations, Debtor-Creditor Law also features chapters covering several Uniform Commercial Code Articles, including Article 2 (Sales), Article 3 (Negotiable Instruments), Article 4A (Funds Transfers) and Revised Article 9 (Secured Transactions).
  PRINT VERSION IS NO LONGER UPDATED.
  • Lexis: Legal > Area of Law - By Topic > Commercial (UCC) > Search Analysis, Law Reviews & Journals > Debtor-Creditor Law .
    
    
• Hawkland's Uniform Commercial Code Series KF879.527 .H38 1982
  Provides the official code text, official comments, variations enacted by the states, and Permanent Editorial Board comments. Includes section-by-section analysis and commentary on each article of the code, other related legislation, and case references.
  • Also available on Westlaw: HAWKLAND .
    
    
• Negotiable Instruments Under the Uniform Commercial Code (1997 - ) KF885 .B45
  This treatise provides in-depth analysis of both the pre-revision and the Revised Versions of Article 3 of the Uniform Commercial Code and the case law interpreting this Article. Discussion of UCC Article 4 , which govern the relationship between payor banks and their customers, and UCC Article 4A is also included.
  PRINT VERSION NO LONGER UPDATED.
  • Also available on Lexis .
    
    
• White & Summers' Uniform Commercial Code (5th ed., 2002 - ), KF890 .W453 2002
  White & Summers' Uniform Commercial Code is a practice guide that provides an accurate analysis of the Code and proposes resolutions of common issues of interpretation.
  
  
• Williston on Sales (5th ed., 1994), KF915 .W5
  This multi-volume treatise provides comprehensive coverage and in-depth analysis of sales law and focuses on the sections under the Uniform Commercial Code (UCC) governing sales transactions. Topics addressed include the contract of sale, rules of construction , statute of frauds and warranties. Updated with pocket parts.
  

B. Academic Journals

Commercial law is covered by most general law journals, and researchers should search general journal databases to find articles on any commercial law topic. In addition, the Law Library also subscribes to some journals that are devoted to commercial law.

• Commercial Law Bulletin (1986 - 2004) K3 .O498
  • Also available online .
  • Now titled Debt Cubed - see below
    
    
• Commercial Law Journal (1930 - 2002) K3 .O5
  • Also available online .
  • Now titled DePaul Business & Commercial Law Journal - see below
    
    
• Debt Cubed (2004 - ) K3 .O498
  • Also available online .
• • Formerly titled Commercial Law Bulletin - see above
    
    
• DePaul Business & Commercial Law Journal (2002 - ) K4 .E5904
  • Also available online .
    
    
• DePaul Business Law Journal (1989 - 2002) K4 .E59
  • Also available online .
  • Now titled DePaul Business & Commercial Law Journal - see above
    
    
• Uniform Commercial Code Law Journal (1968 - ) K25 .N37
  • Not available online

C. News and Current Awareness

• Commercial Law Emerging Issues
  Expert commentary and analysis on recent notable cases and other developments in commercial law.
  
  • Lexis: Legal > Area of Law - By Topic > Commercial Law > Search Analysis, Law Reviews & Journals > Commercial Law Emerging Issue

• Corporate Counsel's Commercial Law Advisor (1990 - ), KF1507 .B345
  Monthly newsletter providing recent commercial law developments, articles, case summaries, seminar reports, and forms.
  • Not available electronically.
    
    
• The Uniform Commercial Code Law Letter (2008 - )
  Text of the Uniform Commercial Code Law Letter, a monthly newsletter edited by William H. Henning and Fred H. Miller that reports on legal trends affecting commercial transactions, including proposed drafts and revisions of the Uniform Commercial Code, including Consumer Credit Report, a review of truth-in-lending developments by Fred Miller.
  • Westlaw: UCCLAWLET

D. Study Aids

• Payments Law in a Nutshell (2005), KF957.Z9 N528
  This study guide outlines the law of payments by cash, check and electronic fund transfer. A table of statutes and regulations is included.
  
  
• Sales and Leases of Goods in a Nutshell (4th ed., 2003), KF915.Z957
  Articles 2 and 2A of the UCC are the primary focus of this introductory text. It covers terms of the contract, as well as performance; third-party title and rights; risk of loss; warranty obligations; repudiation, breach, and excuse; and remedies.
  
  
• Uniform Commercial Code in a Nutshell (6th ed., 2005), KF889.3.S68
  This basic study guide covers the process of selling, payment, negotiation, shipping, storage, financing sales, and leasing of goods.

Last updated 4/11/13 (TV)
Revised by TV (05/2009)