Legislative Bill Introduced in New York to Advance Electronic Records

A bill to amend New York State’s Uniform Commercial Code (UCC) and adopt a new Article 12 (Controllable Electronic Records) was introduced on 19 May 2023 by New York State Senator Brad Hoylman-Sigal, chair of the Judiciary Committee.

New York State Senate Bill S.7244 is seen as an important initial step towards New York’s adoption of the Uniform Law Commission’s (ULC’s) July 2022 emerging technology amendments to the official text of the UCC, the foundation of commercial law in all states and territories of the United States. As of 25 May 2023, five US states – Colorado, Indiana, New Mexico, North Dakota, and Washington – have already enacted UCC Article 12 and the 2022 UCC Amendments.

As previously reported (Mar 2023 DCW, p. 8) following release of the proposed 2022 UCC amendments, adjustments to the UCC are needed because commercial laws governing the rights of persons involved in electronic transactions, including LCs, have not kept pace with technological and market developments.

In New York, the Bill’s intention is to “modernize, rationalize, and clarify [the UCC] so that it effectively governs the commercial law aspects of important transactions in digital assets, while applying to certain digital assets the unique characteristics of New York law. These characteristics facilitate the negotiability of written instruments. The bill would enhance transactional certainty and generally modernize New York’s UCC to take into account modern electronic transactions and communications.”

Modernization of the UCC is especially important in New York because so many international and US financial and commercial transactions expressly state that they are governed by New York law. Keeping New York law up-to-date will maintain New York’s significant role in finance and commerce and avoid having to litigate disputes involving electronic transactions under laws crafted for the age of paper.