Commercial law concerns the sale and distribution of goods, the financing of credit transactions on the security of goods sold, and legal documents related to such transactions (negotiable instruments). In the United States, most state commercial law is governed by the widely adopted Uniform Commercial Code (UCC). The UCC was heavily influenced by civil law commercial code principles, particularly from Germany via Professor Karl Llewellyn.
Article 2 of the UCC details the law of commercial sales contract formation (offer, counteroffer, acceptance), contract excusal (unforeseen circumstances, force majeure), interpretation of contracts, and contract-breach remedies (damages, performance orders). Article 2A concerns lease contracts, their formation, effects, performance, default, and remedies. Article 3 of the UCC governs “negotiable instruments” (transferable documents representing title to goods). Article 4 deals with bank deposits and collections, Article 4A with the transfer of funds. Article 5 covers the letter of credit, a bank-issued financing device common to international sales transactions. Article 6 governs bulk sales, Article 7 warehouse receipts and bills of lading. Article 8 deals with investment securities and their issuance and transfer. Article 9 concerns “secured transactions,” such as when the buyer provides collateral to the seller to guarantee payment. Typically in sales transactions, the collateral is the goods being sold.