The Oklahoma Bar Journal January 2023

T HIS REPORT IS PROVIDED BY THE LEGISLATIVE REVIEW SUBCOMMITTEE of the Uniform Commercial Code (UCC) Committee of the Financial Institutions and Commercial Law (FICL) Section of the OBA. The report reviews and summarizes (along with one possible nonuniform amendment) the 2022 amendments to the uniform text of the UCC (the amendments are also known as the Uniform Commercial Code and Emerging Technologies amendments) and their possible impact on Oklahoma law if enacted.

new rules for controllable electronic records. Amended Subsection (16A) adds a new definition of “electronic” for consistency with respect to the rest of the UCC. Amended Subsection (21)

The present definition of “conspicuous” in Subsection (10) provides examples of terms deemed conspicuous in (A) and (B). The amendment redefines “conspicuous” to apply more broadly to terms in both tangible and electronic agreements by deleting (A) and (B) and adding a “total ity of the circumstances” standard, thus clarifying that the assessment of whether or not a term is conspicuous is to be made on a case-by-case basis. Amended Subsection (15) updates the definition of “delivery” for consistency within Article 9 with respect

Citations to the “present” UCC reference the uniform text or the Oklahoma UCC prior to the 2022 amendments. Citations to the UCC reference the uniform text unless otherwise noted. ARTICLE 1 The 2022 amendments to UCC Article 1 bring consistency as to terminology, cross-references and choice of law provisions in light of the new Article 12 and correspond ing amendments elsewhere in the UCC regarding controllable elec tronic records. For example, vari ous definitions in Section 1-201 are slightly revised to accommodate electronic records. The amend ments to Article 1 do not have any apparent adverse effect on existing Oklahoma law. The amendments to Section 1-201(b) are as follows:

updates the definition of “holder” to bring (C) into

harmony with the remainder of the UCC regarding con trollable electronic records. Amended Subsection (24)

updates the definition of “money” to clarify that government-regulated mediums of exchange, whether electronic or tangible, fall within the definition. The amend ment further clarifies that preexisting virtual

to records that evidence chattel paper and with the

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THE OKLAHOMA BAR JOURNAL