Michigan Uniform Commercial Code Overview

by Michael Leo Zamzow on Nov. 27, 2018


Summary: A uniform commercial code overview.

Michigan Uniform Commercial Code Overview

This article first appeared on ZamzowFabian.com in 2015.

Broadly, the Uniform Commercial Code (UCC) has been adopted, in some form, by nearly every state. It governs, by statute, most commercial transactions, from manufacturing to banking. For example (abridged for overview):

– UCC Article 2 – Sales (of Goods)
Unless the context otherwise requires, this Article applies to transactions in goods. Goods are those things that are moveable at the time of sale.

 UCC Article 2A – Leases (of Goods)
This Article applies to any transaction that creates a lease. “Lease” means a transfer of the right to possession and use of goods for a term in return for consideration.

 UCC Article 3 – Negotiable Instruments (see Article 4 or 9 for controlling provisions)
This Article applies to negotiable instruments. Negotiable instruments means an unconditional promise or order to pay a fixed amount of money (with additional specific requirements)

– UCC Article 4 – Bank Deposits (see Article 3)

– UCC Article 4A – Funds Transfers
Funds transfer” means the series of transactions, made for the purpose of making payment to the beneficiary of the order.

 UCC Article 5 – Letters of Credit
This article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. “Letter of Credit” means a definite undertaking by an issuer to a beneficiary at the request to honor a documentary presentation by payment.

– UCC Article 6 – Bulk Transfers and Bulk Sales (Michigan – Repealed – January 4, 1999)

– UCC Article 7 – Bailments (Bill of Ladings and Documents of Title)
This article applies largely to Bailees, meaning a person that by a warehouse receipt, bill of lading, or other document of title acknowledges possession of goods and contracts to deliver them.

– UCC Article 8 – Investment Securities
This article applies to securities (and investment companies), meaning an obligation of an issuer that is represented by a security certificate in bearer or registered form, that is one of a class or series, and that (a) is traded on securities exchanges or securities markets; or (b) is a medium for investment and is a security expressly governed by this Article.

– UCC Article 9 – Secured Transactions
This article applies to transactions that creates a security interest in personal property by contract; agricultural liens; sale of accounts (payment intangibles, promissory notes, etc.); and,  consignments. With several other inclusions authorized under the UCC generally, and several other exclusions expressly removed from UCC Article 9.

Several renovations of the Michigan UCC were made July 1, 2013. Each above explanation is a severely abridged and slimmed statement; go directly to the Michigan Uniform Commercial Code (MCL 440.1101 et seq.) for a complete explanation and definition of each Article.

MCL 440.1101 (Article 1),
MCL 440.2101 (Article 2),
MCL 440.3101 (Article 3),.., etc.

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