Keywords
Secured Transactions, Texualism, Purposivism, Legal Realism
Abstract
This Article is the first to examine the interpretive choices of judges for Article 9 of the UCC. Textualism has become one of the predominant methods of interpretation for courts across the state and federal systems in the United States. While there is a great deal of academic work on what this means for traditional statutes, there is limited discussion of the interpretive effects of textualism on the UCC, much less Article 9, which governs secured transactions. The continuity and uniformity of secured transactions jurisprudence is fundamental as it underlies bankruptcy proceedings, debt and credit financing, and commercial transactions more broadly.
While judges typically employ a range of strategies when interpreting statutes, like looking to legislative history, dictionaries, or a variety of canons, the UCC presents a different set of tools for statutory interpretation. Unlike traditional legislation, the drafters created official comments to accompany the text and explicitly instructed judges to construe the text liberally in line with the underlying purpose of the Code: to simplify and clarify the law of commercial transactions while maintaining uniformity.
This Article offers a close study of how federal and state judges interpret Article 9 in light of the popularity of textualism as an interpretive method. After overviewing the rise of textualism and the drafting history of the UCC, the Article surveys the interpretive choices of federal, bankruptcy, and state courts to provide a descriptive analysis of judges’ interpretive choices when analyzing Article 9 of the UCC. These cases highlight the need for courts to maintain a purposivist interpretation of Article 9 to prevent discordant interpretations that could disrupt the field of commercial transactions.
Recommended Citation
31 Fordham J. Corp. Fin. L. 307 (2025).
Included in
Contracts Commons, Litigation Commons, Secured Transactions Commons, Supreme Court of the United States Commons