The Uniform Commercial Code – Business owners you need to know this code

The Uniform Commercial Code creates the legal foundation and structure of American business transactions.  Everyone engaging in commercial transactions in the United States, on any level, is directly impacted by the Code.  The Uniform Commercial Code was written by some of the best legal minds in the history of the United States legal system.  Their expertise, and the resulting statutory scheme, was greatly enhanced by direct input from leaders in the business and banking communites, thereby insuring that this law would reflect the reality of the business world.

The Uniform Commercial Code governs virtually every phase of a commercial transaction in goods, at the wholesale or retail level: the Code governs all sales and leases of tangible personal property; negotiable instruments such as checks, promissory notes, and bank drafts; the relationship between a bank and its customer; electronic funds transfers; letters of credit; movement of goods in commerce; the sale of commodity paper; and secured financing of goods.

In addition to the 29.4 million small businesses in America whose daily activities are governed and regulated by the UCC, every purchasing consumer in America consistently interacts with the Uniform Commercial Code.

Anyone engaged in business in the United States needs a solid working knowledge of the Uniform Commercial Code.  Such a base of information will increase efficiency, minimize exposure, and generally create a smoother business operation.  This flows from the fact that the UCC incorporates many standard methods of doing business within its text, and creates vehicles whereby new methods can be integrated within the statutory framework of the Code.

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Uniform Commercial Code Article 9: Secured Transactions

Article 9 Transactions (Excerpts from The Uniform Commercial Code Made Easy www.ucc-madeeasy.com)

“What is a ‘security interest’?” asked Stephen.

“Remember,” responded Alan, “when we were at the bank and Fred Luvick told you that the bank would need security of some sort before it would fund the loan?”

Stephen nodded.

“Well,” continued Alan, “the legal vehicle by which it will get the security in the property listed in paragraphs 1, 2, 3 and 4 is called a ‘security interest’. It is defined in the Uniform Commercial Code in part as: “…an interest in personal property…which secures payment…of an obligation.’ 

“What is the obligation being referred to?” Stephen interrupted.

“Your obligation to repay the bank per the payment schedule you ultimately agree upon,” responded Alan.

“What interest in the property will the bank have?” Stephen asked.

“Its interest will be comprised of certain legal rights it will have in the listed property,” responded Alan, “which it can exercise in the event you fail to perform your obligations to it under the terms of the Security Agreement or Loan Agreement.”

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Uniform Commercial Code Article 4 – Bank Deposits and Collections

BANK DEPOSITS AND COLLECTIONS (Excerpts from The Uniform Commercial Code Made Easy www.ucc-madeeasy.com)

Article 4 and Bank Collections: Characterization of the Banks Involved

At the outset it is important to distinguish the manner in which a particular bank is characterized for Article 4 purposes, for oftentimes different duties and liabilities will attend this classification. In fact, Article 4 is roughly broken down into various subparts based upon such classifications. In the instant case, East Dade Bank was a depository, collecting, and presenting bank; ‘depository’ since it was the first bank to which the check was taken for collection;  ‘collecting’ since it was a bank handling the item for collection (and was not the payor bank),  and finally as a ‘presenting bank’  since it presented the item for payment and was not the payor bank.  South Dade Bank, as the drawee, was the ‘payor bank’.

Activities of the Depository-Collecting Bank

      1. Provisional credits
      2. Cash Withdrawals
      3. Timely Action

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