Document Type


Publication Date

Spring 2018


Uniform Commercial Code, U.C.C. Article 2, Sales transactions


Commercial Law | Contracts


The volume of litigation on Uniform Commercial Code Article 2, along with the rise of e-commerce, raises the question of whether Article 2 can succeed in the twenty-first century. There are, of course, many ways to measure success or failure of legislation. One strategy, applied here, is to evaluate Article 2 against the UCC’s ambitious “purposes and policies” of simplifying, clarifying, and modernizing commercial law, supporting commercial practices, and promoting uniformity of the law among the states. In doing so, I ask three questions that help determine when particular sections of Article 2 impede these goals and are ripe for revision:

1. Does Article 2 continue to generate litigation?

2. Does Article 2 keep up with twenty-first century technology?

3. Does Article 2 impede twenty-first century commercial practices?

These questions are obviously related. Based on the analysis, I will identify some problematic Article 2 sections, and some that need no tinkering. In the conclusion, I briefly consider next steps if the climate for revision of Article is renewed.