Commercial law is a broad name for a practice area that encompasses many legal topics. A commercial law practitioner may become involved with banking law, bankruptcy law, and consumer credit law, among other areas.

 

The primary focus of this practice area, however, has to do with commercial transactions under the Uniform Commercial Code (UCC). The UCC, created under the auspices of the American Law Institute (ALI) and the National Conference of Commissioners on Uniform State Laws (NCCUSL), has been adopted in all states, with the exception of Louisiana. The key articles of the UCC are:

 

 

All of these articles are important to commercial practitioners. A significant portion of commercial practice, however, will deal primarily with Articles 2 and 9.

 

Article 2 governs the sale of goods. The sections within this article address not only formation of a contract for the sale of goods, but also control modification of the contract, performance remedies for breach, and express and implied warranties.

 

Article 9 governs secured transactions. Most lenders require borrowers to provide collateral before making a loan. A secured transaction arises when a borrower agrees that the lender may take the borrower’s collateral (i.e., security interest) in the event that the borrower defaults on the loan. Article 9 prescribes how to properly create a security interest in personal property or fixtures. It also applies to any sale of accounts or chattel paper.

 

Article 9 provides a single, comprehensive scheme for the regulation of security interests in personal property and fixtures. It identifies the procedures necessary to protect a security interest against the claims of third parties; when the procedures have been complied with, the security interest is “perfected,” and thereby protected against most creditors of the debtor and most subsequent transferees of the property. Generally, a financing statement must be filed to perfect the interest.