This Article describes the congruities and incongruities of applying a purposive interpretation to Code provisions. We intend nothing provocative; indeed, it would be provocative to suggest that a living organism such as the UCC should be applied in a manner inconsiderate of its "purpose." Our object is to come to terms with the sources of purpose. What is it that counsel, courts, and transactors, for that matter, need in order to discern the law's reason that will determine their bargain, their rights when the bargain fails? In Part II of this Article, we focus on section 1-102 of the Code, which establishes the prominence of purpose and policy in the construction and application of the UCC. A survey of pertinent history puts the findings of our empirical study into perspective. Then, in Part III, we examine the sources of "purposive" analysis (other than 1-102) that inform Code practice. We also come to terms with the role of "legislative history," including the official comments to the Code. Part IV provides a foundation for a critique of reliance on the official commentary. After describing the Code drafting process and considering analogous sources of official commentary, we conclude that the comments are a dubious source of legislative purpose. Ultimately, you might conclude that the UCC comments, though dressed-up, are attired no better than the notorious Emperor.
David Frisch & Peter A. Alces, Commenting on "Purpose" in the Uniform Commercial Code, 58 Ohio St. L.J. 419 (1997).