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The UCC deals primarily with transactions involving personal property movable property , not real property immovable property. Other goals of the UCC were to modernize contract law and to allow for exceptions from the common law in contracts between merchants.

The UCC is the longest and most elaborate of the uniform acts. Goodrich was the Chairman of the Editorial Board of the original edition, [2] and the Code itself was drafted by some of the top legal scholars in the United States, including Karl N. Llewellyn , William A. Schnader , Soia Mentschikoff , and Grant Gilmore. The Code, as the product of private organizations, is not itself the law, but only a recommendation of the laws that should be adopted in the states.

Once enacted by a state, the UCC is codified into the state's code of statutes. Unless such changes are minor, they can seriously obstruct the Code's express objective of promoting uniformity of law among the various states. Thus persons doing business in different states must check local law.

This board has issued a number of official comments and other published papers. Although these commentaries do not have the force of law, courts interpreting the Code often cite them as persuasive authority in determining the effect of one or more provisions. Courts interpreting the Code generally seek to harmonize their interpretations with those of other states that have adopted the same or a similar provision. In one or another of its several revisions, the UCC has been fully enacted [3] with only minimal changes in 49 states, as well as in the District of Columbia , Guam , [4] the Northern Mariana Islands , [5] and the U.

In addition, both Louisiana and Puerto Rico have enacted most provisions of the UCC with only minimal changes, except Articles 2 and 2A, preferring instead to maintain their own civil law tradition for governing the sale and lease of goods.

Although the substantive content is largely similar, some states have made structural modifications to conform to local customs. For example, Louisiana jurisprudence refers to the major subdivisions of the UCC as "chapters" instead of articles, since the term "articles" is used in that state to refer to provisions of the Louisiana Civil Code. Arkansas has a similar arrangement as the term "article" in that state's law generally refers to a subdivision of the Arkansas Constitution.

In California, they are titled "divisions" instead of articles, because in California, articles are a third- or fourth-level subdivision of a code, while divisions or parts are always the first-level subdivision. Also, California does not allow the use of hyphens in section numbers because they are reserved for referring to ranges of sections; therefore, the hyphens used in the official UCC section numbers are dropped in the California implementation.

The Uniform Commercial Code was released after ten years of development, and revisions were made to the Code from to Because no states adopted the amendments and, due to industry opposition, none were likely to, in the sponsors withdrew the amendments.

As a result, the official text of the UCC now corresponds to the law that most states have enacted. Approximately 45 states have done so. Two others have followed the alternative recommendation of revising Article 6. A major revision of Article 9, dealing primarily with transactions in which personal property is used as security for a loan or extension of credit, was enacted in all states. The revision had a uniform effective date of July 1, although in a few states it went into effect shortly after that date.

Several states have already enacted these amendments, which have a uniform effective date of July 1, The overriding philosophy of the Uniform Commercial Code is to allow people to make the contracts they want, but to fill in any missing provisions where the agreements they make are silent.

The law also seeks to impose uniformity and streamlining of routine transactions like the processing of checks, notes, and other routine commercial paper. The law frequently distinguishes between merchants , who customarily deal in a commodity and are presumed to know well the business they are in, and consumers , who are not.

The UCC also seeks to discourage the use of legal formalities in making business contracts, in order to allow business to move forward without the intervention of lawyers or the preparation of elaborate documents. This last point is perhaps the most questionable part of its underlying philosophy; many [ who? Look at what the item is to determine whether the new terms "materially alter" the original offer.

One of the most confusing and fiercely litigated sections of the UCC is Section , [18] which Professor Grant Gilmore called "arguably the greatest statutory mess of all time.

This problem frequently arises when parties to a commercial transaction exchange routine documents like requests for proposals , invoices , purchase orders , and order confirmations, all of which may contain conflicting boilerplate provisions. The first step in the analysis is to determine whether the UCC or the common law governs the transaction.

If the UCC governs, courts will usually try to find which form constitutes the offer. Next, offeree's acceptance forms bearing the different terms is examined.

One should note whether the acceptance is expressly conditional on its own terms. If it is expressly conditional, it is a counteroffer, not an acceptance.

If performance is accepted after the counteroffer, even without express acceptance, under 3 , a contract will exist under only those terms on which the parties agree, together with UCC gap-fillers. If the acceptance form does not expressly limit acceptance to its own terms, and both parties are merchants, offeror's acceptance of offeree's performance, though offeree's forms contain additional or different terms, forms a contract.

At this point, if offeree's terms cannot coexist with offeror's terms, both terms are "knocked out" and UCC gap-fillers step in. If offeree's terms are simply additional, they will be considered part of the contract unless a the offeror expressly limits acceptance to the terms of the original offer, b the new terms materially alter the original offer or c notification of objection to the new terms has already been given or is given within a reasonable time after they are promulgated by the offeree.

Because of the massive confusion engendered by Section , a revised version was promulgated in , but the revision has never been enacted by any state. This Article 8, a text of about thirty pages, [20] underwent important recasting in That update of the UCC treats the majority of the transfers of dematerialized securities as mere reflections of their respective initial issue registered by the two American central securities depositories , respectively the Depository Trust Company DTC for the securities issued by corporations and the Federal reserve for the securities issued by the Treasury Department.

In this centralised system, the title transfer of the securities does not take place at the time of the registration on the account of the investor, but within the systems managed by the DTC or by the Federal reserve.

The consequence for an investor is that proving ownership of its securities relies entirely on the accurate replication of the transfer recorded by the DTC and FED at the lower tiers of the holding chain of the securities. Each one of these links is composed respectively of an account provider or intermediary and of an account holder.

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Understanding how these models could be used to provide utility for users, intermediary brokers aggregators , and providers is also an area of active research. UCC , to be held in Zurich, Switzerland, reflects the need to bring academics and industrial researchers together to discuss how to improve existing services and how to bring new applications into the cloud.

UCC offers a main conference track, a co-located BDCAT conference, as well as workshops, tutorials, doctoral symposium and cloud challenge. Separate calls exist for all satellite events. Authors are invited to submit original unpublished research manuscripts that demonstrate current research in all areas of Cloud and Utility computing, including design and analysis of distributed and centralized Cloud systems, data centre design and engineering, economic and market models for cloud systems, revenue and business models and their applications in scientific and commercial deployments.

Submitted manuscripts should be structured as technical papers and may not exceed ten 10 single-spaced double-column pages using point size font on 8.

Authors should submit the manuscript in PDF format. All manuscripts will be reviewed and will be judged on correctness, originality, technical strength, rigour in analysis, quality of results, quality of presentation, and interest and relevance to the conference attendees.

Papers conforming to the above guidelines can be submitted through the UCC paper submission system. Submitted papers must represent original unpublished research that is not currently under review for any other conference or journal.

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All publications of the International Association of Commercial Administrators ("IACA"), and any related instructions or documentation, are offered as a public service without representation or warranty and are not intended to provide legal, business or tax advice. Papers conforming to the above guidelines can be submitted through the UCC paper submission system. Submitted papers must represent original unpublished research that is not currently under review for any other conference or journal.

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Most forms may be filled out on your computer, printed and submitted for filing with the Department of State. Certain space(s) for information not applicable under Article 9 of the New York State Uniform Commercial Code have been completed as "Not Applicable.". separate Financing Statement (Form UCC1) for each Debtor. 6a. If this financing statement relates to a Public-Finance Transaction, Manufactured-Home Transaction, or a Debtor is a Transmitting Utility, check the appropriate box in item 6a.