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The Uniform Commercial Code (UCC) is a set of universal laws governing most commercial transactions involving the sale of goods in the United States. If you own or operate a business, it is helpful to have a basic understanding of what the UCC is and how it operates in the modern world. In this article, our Ohio business attorney highlights some of the key things you should know about the Uniform Commercial Code.

Understanding the Purpose and the History of the UCC

Originally published in 1952, the Uniform Commercial Code has been adopted by all 50 states and the District of Columbia. However, a few jurisdictions do not follow every provision. To be clear, the UCC is not a federal law: Instead, it is model legislation that is uniform to all states.

The overriding goal of the UCC is relatively straightforward: It is a model law that seeks to harmonize the regulation across different states.As commercial transactions are frequently conducted across state lines, there is a considerable amount of value in having a set of laws that can be universally applied.

A secondary goal of the UCC is to encourage and facilitate business transactions. Therefore, the UCC is somewhat relaxed in contract formation — a contract (offer, consideration, and acceptance) is more easily formed than under Ohio’s common law of contracts.

Uniform Commercial Code Governs the Sale of Tangible Goods

The Uniform Commercial Code contains nine (9) different articles — covering everything from bank deposits to agricultural liens. Depending on the nature of your business, any one of these articles may be relevant to your case.

The most cited part of the UCC is Article 2 — which governs the sale of goods and other tangible objects. Article 2 of the UCC is quite complex. It addresses a wide range of different issues, including:

  • What is a contract and when is one formed;
  • What language should be included within a contract;
  • What happens if there are missing/ambiguous terms;
  • When and how can an agreement be modified;
  • How internet-based sales are treated;
  • What happens if goods are non-conforming; and
  • How are breach of contracts handled.

To be clear, the UCC only applies to commercial transactions involving the exchange of tangible goods. Other types of commercial transactions — real estate, insurance, employment, services, etc. — are not governed by the UCC. Instead, these transactions are governed by Ohio’s common law and, assuming any of them are applicable, other state and federal statutes.

Call Our Cortland, OH Business Lawyer for Immediate Help

At The Law Office of John C. Grundy, our experienced Ohio business law attorney is a skilled, results-focused advocate for companies and organizations. If you have questions about the Uniform Commercial Code and its implications, we are available to help. To schedule a no cost, completely confidential consultation, please contact our legal team right away. We serve communities throughout Northeast Ohio, including in Cortland, Youngstown, Warren, Niles, and Boardman.