The Legal Environment of Business
Uniform Commercial Code
Articles 1 and 2 Outline

I. Introduction
A. Historical Background and Philosophy
The law of sales originated in the customs and traditions of merchants and traders. The Lex Mercatoria (Law Merchant) was a system of rules, customs, and usages self-imposed by merchants to settle disputes and enforce obligations among themselves. (See also Maritime Law and the Courts of Pied Poudre). The rules were established at fairs, at which merchants met to exchange goods and settle differences through courts established and operated by merchants. By the end of the seventeenth century, the principles of the Law Merchant had become widely accepted. Eventually, they became part of the common law, and judges refined them into the modern law of sales. In the United States, sales law varied from state to state, and this made multistate sales contracts difficult. In the late nineteenth century, when multistate contracts became the norm, the difficulties became especially troublesome, and attempts were made to produce a uniform body of law relating to commercial transactions. In the 1940s the need to integrate the laws covering commercial transactions into a single, comprehensive body of statutory law was recognized. The UCC was developed to serve that purpose.
B. Structure (Articles) and Road Map
C. Minnesota Application, MSA Chapter 336 D. Scope and Applicability of Article 2
Article 2 applies to transactions in goods, including all contracts involving the sale (and under 2A, leases) of goods Goods = all things movable at the time they are identified to the contracts (UCC 2-105(1))
Article 2 applies to transactions in goods, including all contracts involving the sale (and under 2A, leases) of goods The UCC applies to leases of goods under Article 2A, covering any transaction that creates a lease