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1.2.2 UCC Article 2

Article 2 of the Uniform Commercial Code has been enacted into law in every state except Louisiana. Appendix E, infra, reprints relevant UCC provisions with their official comments.

UCC Article 2 provides the basic framework for consumer warranty law. The Magnuson-Moss Warranty Act, state lemon laws, and other specific statutes may provide additional consumer remedies and protections, but the UCC sets out the basic skeleton of warranty law. The UCC determines when express and implied warranties are created, provides the initial regulation of disclaimers of implied warranties (which may be supplemented by other laws), and determines the initial rules concerning privity of contract. The UCC sets out requirements as to notice of breach of warranty, and when a warranty is breached.

Critically, the UCC establishes a consumer damages remedy whenever a warranty is not fully met, even if the breach is relatively minor and unintentional, and even if the seller is unaware of the product defect, acts in good faith, and is not at fault. The UCC also provides the self-help remedies of canceling the contract or deducting the consumer’s damages from the outstanding balance.

The UCC also regulates when the seller can contractually limit the buyer’s remedies and specifies damage remedies, which are available even if the consumer has also canceled the sale. Article 2 is not uniform among all states. Non-uniform provisions that are relevant to consumers are highlighted in this book.

In 2003, after a lengthy and controversial process, the Uniform Law Commission (formerly the National Conference of Commissioners on Uniform State Laws or NCCUSL) and the American Law Institute (ALI) approved amendments to UCC Article 2 for consideration by the states.20 No state legislature ever enacted the revisions, and the Uniform Law Commission withdrew them in 2011.21


  • 20 {20} A draft of the Article 2 revisions is available on the Uniform Law Commission’s website, A summary of revised Article 2 may be found in William H. Henning & Fred H. Miller, The State of the Uniform Commercial Code—2003, 51 U.C.C. Bull. No. 3 (Dec. 2003), 51 U.C.C. Bull. No. 4 (Jan. 2004).

  • 21 {21} See Unif. Law Comm’n, Unif. Commercial Code, (history of the drafting of the various U.C.C. articles).