Comprehensive Study of the Uniform Commercial Code (UCC)

Course Title: Commercial Law: The Uniform Commercial Code
Schedule: June 7, 2025 – August 16, 2025 (11 Weeks, 11 Sessions)
Format: Weekly Instruction + Reading + Practical Exercises
Focus: Articles 1, 2, 2A, 3, 4, 4A, 5, 6, 7, 8, 9, and 12

Course Objectives

• Gain a working knowledge of all key Articles of the UCC

• Understand commercial legal relationships governed by the Code

• Apply UCC principles to real-world transactions and hypothetical scenarios

• Learn to read and interpret statutory language, definitions, and official comments

• Develop commercial problem-solving skills via case analysis and issue spotting

Course Components

Each week includes:

• Assigned Reading: UCC text (selected provisions), official comments, and supplemental material

• Doctrinal Lecture: In-depth breakdown of that week’s UCC Article(s)

• Practical Workshop: Fact patterns, issue-spotting, problem sets, contract analysis

• Progressive Complexity: Builds from basic principles (Article 1) to secured transactions and digital asset control (Articles 9 and 12)

Week 1: UCC Article 1 – General Provisions

• Scope, definitions, good faith, statutory construction

• Usage of trade, course of dealing, course of performance

Week 2: UCC Article 2 – Sales of Goods (Part 1)

• Formation, offers, acceptances, battle of the forms

• Statute of Frauds, open terms, gap-fillers

Week 3: UCC Article 2 – Sales of Goods (Part 2)

• Performance, risk of loss, title passage

• Express and implied warranties, breach, and remedies

Week 4: UCC Article 2A – Leases

• Distinctions from Article 2

• Lease vs. disguised security interest

• Lessor and lessee rights and remedies

Week 5: UCC Article 3 – Negotiable Instruments

• Negotiability, endorsements, holder in due course

• Liability of makers, drawers, and indorsers

Week 6: UCC Article 4 – Bank Deposits and Collections

• Bank-customer relationships

• Processing of checks, wrongful dishonor

• Midnight deadline, liability issues

Week 7: UCC Article 4A – Funds Transfers

• Wire transfers, security procedures, risk allocation

• Unauthorized payment orders and bank duties

Week 8: UCC Article 5 – Letters of Credit

• Commercial and standby LOCs

• Roles and obligations of issuer, applicant, beneficiary

• Independence principle and fraud exception

Week 9: UCC Articles 6 & 7 – Bulk Transfers & Documents of Title

• Overview of Article 6 (historical context)

• Warehouse receipts, bills of lading, and electronic documents (Article 7)

Week 10: UCC Article 8 – Investment Securities

• Certificated vs. uncertificated securities

• Security entitlements and protected purchasers

• Indirect holding system

Week 11: UCC Article 9 & Article 12 – Secured Transactions & Digital Assets

• Attachment, perfection, priority of security interests

• Enforcement of security interests

• Overview of Article 12: controllability of digital assets and electronic records