Uniform Commercial Code, Article 1 — General Provisions

Editorial note. The Uniform Commercial Code was drafted between 1942 and 1952 under the joint sponsorship of the American Law Institute (Chief Reporter Karl N. Llewellyn) and the National Conference of Commissioners on Uniform State Laws (now the Uniform Law Commission). Pennsylvania was the first State to enact the 1952 Official Text; every other State followed, culminating in Louisiana's partial enactment. Article 1 was comprehensively revised in 2001 to clarify definitions, elevate the obligation of good faith, and modernize choice-of-law rules.

Editorial note. To simplify, clarify, and modernize the law governing commercial transactions; to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and to make uniform the law among the several jurisdictions. See U.C.C. § 1-103(a).

Editorial note. Article 1 applies to every transaction governed by the Code and supplies gap-filling definitions and default rules. Substantive Articles (2, 2A, 3, 4, 4A, 5, 6, 7, 8, 9, 12) incorporate Article 1 by cross-reference.

Editorial note. Article 1 states the Code's principles of construction (§ 1-103), the supplementary role of principles of law and equity (§ 1-103(b)), the universal obligation of good faith in performance and enforcement (§ 1-304), the parties' freedom of contract subject to non-disclaimable obligations (§ 1-302), and the general choice-of-law rule (§ 1-301).

Editorial note. Article 1 supplies the interpretive framework for every substantive Article. Its definitions in § 1-201 (general definitions) and its good-faith obligation (§ 1-304) operate throughout the Code except where displaced by a more specific provision.

Editorial note. Revised Article 1 (2001) extended the merchant standard of good faith — 'honesty in fact and the observance of reasonable commercial standards of fair dealing' — to all persons, superseding the narrower subjective standard of former § 1-201(19). A minority of enacting States retain the older definition.

Editorial note. Each section of Article 1 is accompanied by Official Comments prepared by the drafters. The Comments are authoritative aids to interpretation and are routinely cited by courts, though they are not themselves enacted law.

Editorial note. Every State, the District of Columbia, and the U.S. Virgin Islands have enacted Article 1 with jurisdictional variations. Louisiana has enacted Article 1 in modified form. Consult the enacted text of each jurisdiction; the Official Text is authoritative only where adopted verbatim.

Editorial note. Courts apply Article 1 in tandem with the substantive Article governing the transaction. The § 1-304 obligation of good faith supplies a floor for commercial performance and has been invoked to police discretionary powers, notice requirements, and enforcement conduct.

Editorial note. Article 1 is the interpretive backbone of American commercial law. Every citation to a substantive UCC section implicitly incorporates Article 1's definitions and construction rules.

Editorial note. See U.C.C. art. 2 (Sales); art. 3 (Negotiable Instruments); art. 9 (Secured Transactions); Restatement (Second) of Contracts § 205 (good faith); Statute of Frauds, 29 Car. 2, c. 3 (1677).

Editorial note. Every commercial-law practitioner must consult the enacted Article 1 of the governing jurisdiction before interpreting any substantive UCC provision. Definitions, the good-faith obligation, and the freedom-of-contract limits condition the meaning of every other section.