Articles 2 & 2A (2003)
Article 1 (2001) Articles 2 & 2A (2003) Articles 3 & 4 (2002) Article 7 (2003) Article 9 (1999)

 

 

As of August 15, 2011, only three state legislatures (Kansas, Nevada, and Oklahoma) have considered bills proposing to enact the 2003 amendments to UCC Articles 2 and 2A.

During the 2005 legislative session, the Kansas bill was tabled for further study and the Nevada bill died in committee.  Neither state has, as yet, enacted any of the amendments.

In 2005, Oklahoma amended Sections 2-105 and 2A-103 of its Commercial Code to add that the definition of "goods" for purposes of Articles 2 and 2A, respectively, "does not include information," see 12A Okla. Stat. Ann. 2-105(1) & 2A-103(1)(h) (West 2009), and amended its Section 2-106 to add that "contract for sale" for purposes of Article 2 "does not include a license of information," see id. 2-106(1).  The net effect is similar to having enacted Amended 2-103(k) & 2A-103(1)(n), both of which exclude information from the meaning of "goods" for purposes of Article 2 and 2A, respectively.

During the 2006 legislative session, each house of Oklahoma's legislature passed a version of a bill to enact the Article 2A amendments.  However, the conference committee was unable to reconcile the two versions and the bill died in conference.  Meanwhile, a separate bill proposing to enact the Article 2 amendments died in committee.

A bill proposing that Oklahoma adopt several of the 2003 amendments to UCC Articles 2 & 2A (along with certain conforming amendments to other articles), was introduced in early 2007 and the House Judiciary and Public Safety Committee voted on March 1, 2007 to recommend passage.  No further action was reported prior to the end of the legislative session.

Introduced on February 1, 2010, Oklahoma HB 3104 proposed that Oklahoma adopt the 2003 amendments to forty-nine sections of Article 2 and four sections of Article 2A.  The bill included neither the reformulation of Sections 2-206 & 2-207 nor the addition of Sections 2-313A & 2-313B included in the 2003 Article 2 amendments.  Many of the amendments HB 3104 proposed appeared designed to facilitate electronic signatures and transactions and the terminology surrounding them that grows out of UETA, E-SIGN, and Revised UCC Articles 1 & 7, or to otherwise align Article 2 & 2A terminology with that used in Revised Articles 1 & 7.  That is not to say that HB 3104 proposed only cosmetic changes to Oklahoma's versions of Articles 2 & 2A.  Several of the proposed amendments altered existing substantive rights, obligations, or remedies.  Some of those alterations (e.g., raising the 2-201 floor from $500 to $5,000) seemed to be inherently uncontroversial*; some (e.g., granting/recognizing a right to cure after a justifiable revocation) may or may not have been controversial depending on how courts have interpreted the current Article 2; and some (e.g., giving sellers the right to recover consequential damages) seemed to be inherently controversial.  No action was reported on HB 3104 after it was referred to committee on February 2, 2010.

 

* - That characterization does not mean that there wouldn't be opposition or, at least,  discussion and debate.  Moreover, even though certain proposed amendments seemed unlikely to provoke any real opposition, there are certainly grounds for concern that piecemeal changes to any one state's version of the UCC moves commercial law systematically farther away from uniformity (and the predictability it engenders), increasing transaction costs and discouraging otherwise mutually beneficial transactions.

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Last modified: August 13, 2009