The American Commercial Religion

To all but possibly the most senior of commercial law specialists, it is difficult to imagine American commercial life without the nationwide adoption of the Uniform Commercial Code. We would surely regard as impossible the idea that the vast economic success of the latter half of the twentieth century could have been achieved without it. The Uniform Commercial Code is our godhead, our sacred foundational document, our Holy Book of modern commerce, which brought us a form of economic enlightenment from the pre-Code Days of Ignorance. Our attachment to the U.C.C. runs far deeper than a mere rational commercial preference. It resembles more that of the faith of the religious believer. This presents a problem, however. Even if we assume that our faith in the U.C.C. has been over the past several decades salutary, and there are good and plenty reasons to believe that it is, and even if the uniformity that is its product has on balance permitted massive economic progress, our near dogmatic faith-like belief in the U.C.C., our Code, has hindered the very type of global uniformity, and the attendant benefits thereto, that it continues to enable in the domestic context. The Article will demonstrate this by focusing on two areas of attempted global convergence in commerce where cross border harmonization of domestic regimes has proved particularly problematic, albeit in different ways in each case. These areas correspond to the respective scope of two of the more hallowed Articles of the Code; namely, Article 2, which deals with the sale of goods, and Article 9, which deals with means to obtain security over debt. This Article also discusses what must be done if meaningful international harmonization is to be achieved