U.S. Uniform Commercial Code: General Development and Indirect Application of Section 2-207 in Louisiana

The U.S. legal system is one of the most important example of common law system but unlike the English one it has been based on a written and rigid Constitution issued in September the 17th 1787. Such a Constitution has managed to survive thanks to its internal mechanism, capable to dictate and “distribute” the law to the 50 states of the federation and to engage them in a continuous but balanced updating process of its sources. As an example of what might embody the difficult coexistence of different state and federal sources in updating the law, it is necessary to choose one of the most controversial subject: the commercial law of the United States, built up by the legal and non legal sources that have been involved within its regulation. The core of the study on commercial law in the US system is to be focused on the Uniform Commercial Code. It is not a federal source and represents the enormous strengths of law professors and jurists to achieve uniformity and to indirectly harmonize the 50 states legislations in the aforementioned subject. It sounds weird to have a codification in a common law system although it will be seen that it is not a normal code, binding and effective all over the U.S. territory; however, both its role and technicalities, have been appreciated by the different legislations of the federation in the perspective of the advantages given by a uniform approach. Before going through the analysis of the UCC (Uniform Commercial Code) it is necessary to look at the federal Constitution as far as the commercial law has been regulated, to whom its competence is attributed and then to relate those aspects to the UCC non federal nature. The presence and the use of the Commercial clause in article I ,8 of the U.S. Constitution (which states as follows: “to regulate commerce with foreign Nations, and among several States, and with the Indian tribes”) by the Congress has been at the centre of a long dispute, since it determines the weights of federal and state powers, having an immediate effect on citizenry. The Congress based its power on the 10 th Amendment stating the federal competence only in the subjects explicitly delegated to it, so reserving all the others to state power.