New York justifiably prides itself on being one of the world’s major financial and commercial centers. In addition, very few would dispute that New York is a, if not the, preeminent commercial law jurisdiction. As such, it is the jurisdiction of choice for a vast majority of all commercial transactions, both domestic and international.1 Parties in large non-consumer transactions with no connection whatsoever to New York often choose its law to govern their transactions, and New York statutes permit them to do so.2 Jurists of state and federal courts located in New York City are among the world’s most experienced in resolving complex commercial law disputes.
What most people don’t know is that the New York Uniform Commercial Code is outdated. It is the only state that has not adopted the 1990 amendments to Articles 3 (Negotiable Instruments) and 4 (Bank Deposits and Collections). Its Article 1 (General Provisions) does not reflect the many changes recommended in 2001 by the National Commissioners on Uniform State Laws (NCCUSL)) and the American Law Institute (ALI), which changes are now in effect in all but five states and Puerto Rico.3 New York UCC Article 7 (Documents of Title) does not contain any of the amendments proposed by NCCUSL and ALI in 2003 (RA 7). Although RA 7 has been enacted in 45 states and the District of Columbia, the New York State Legislature has yet to consider enactment of RA 7.4 Last, but certainly not least, the significant revisions to Article 9 proposed by NCCUSL and ALI in July 2010 (the 2010 UCC amendments) are now effective in 45 states, plus the District of Columbia and Puerto Rico, but not in New York.5
