O.C.G.A.
O.C.G.A.

O.C.G.A. § 11-1-103 (2019)

Rules of construction to promote purposes and policies; applicability of supplemental principles of law

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(a) This title shall be liberally construed and applied to promote its underlying purposes and policies which are: (1) To simplify, clarify, and modernize the law governing commercial transactions; (2) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) To make uniform the law among the various jurisdictions. (b) Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause shall supplement its provisions.

History

Code 1933, § 109A-1-102, enacted by Ga. L. 1962, p. 156, § 1; Code 1981, § 111-103, as redesignated by Ga. L. 2015, p. 996, § 3A-1/SB 65.

Annotations

Editor’s notes. Former Code Section 11-1-103, pertaining to supplementary general principles of law applicable, was repealed by Ga. L. 2015, p. 996, § 3A-1/SB 65, effective January 1, 2016. The former Code section was based on Ga. L. 1962, p. 156, § 1. Law reviews. For article on choice-of-law of contracts in Georgia, see 21 Mercer L. Rev. 389 (1970). For article discussing the resolution of conflicting claims to goods between an unsecured seller of goods and a creditor of a buyer claiming under an after-acquired property clause, see 28 Mercer L. Rev. 625 (1977).

For article discussing the applicability of warranty provisions under the Uniform Commercial Code to domestic solar energy devices, see 30 Mercer L. Rev. 547 (1979). For article, “Computer Software: Does Article 2 of the Uniform Commercial Code Apply?,” see 35 Emory L.J. 853 (1986). For article, “Contract Litigation and the Elite Bar in New York City, 1960-1980,” see 39 Emory L.J. 413 (1990). For note, “Negotiable Promissory Notes Containing Time and Demand Provisions: The Need for Consistent Interpretation,” see 19 Ga. L. Rev. 717 (1984). For note, “Enforcing Manufacturers’ Warranty Exclusions Against Non-Privity Commercial Purchasers: The Need for Uniform Guidelines,” see 20 Ga. L. Rev. 461 (1986).

JUDICIAL DECISIONS Commercial Code shall be liberally construed and applied to promote its underlying purposes and policies, one of which, of course, is to broaden within the framework provided the protection of warranties beyond the original notion of privity of contract. Chastain v. Fuqua Indus., Inc., 156 Ga. App. 719, 275 S.E.2d 679, 1980 Ga. App. LEXIS 3181 (1980).

Legislative intent. - The passage of the Uniform Commercial Code by the legislature evinced an intent to have that body of law control all commercial transactions. City Dodge, Inc. v. Gardner, 232 Ga. 766, 208 S.E.2d 794, 1974 Ga. LEXIS 1084 (1974). Liberal construction. - O.C.G.A. § 11-1-102 specifies that the Uniform

Release of an “Assignment of Proceeds from the Sale of Dairy Products” constituted a waiver of the lienholder’s security interest in milk products. Thomas v. Ralston Purina Co., 43 B.R. 201, 1984 Bankr. LEXIS 5011 (Bankr. M.D. Ga. 1984). Assignability statute not preempted by UCC. - Lender’s assignee had no standing to pursue a fraudulent transfer claim against a guarantor because such claims were not assignable under O.C.G.A. § 44-12-24; therefore, the assignee could not prevail on a legal malpractice action against attorneys who failed to timely assert a fraudulent transfer claim. O.C.G.A. § 44-12-24 was not preempted by 12 U.S.C. § 1821 of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA) or by O.C.G.A. § 11-1-103 of the Uniform

Commercial Code. RES-GA McDonough, LLC v. Taylor English Duma LLP, 302 Ga. 444, 807 S.E.2d 381, 2017 Ga. LEXIS 930 (2017). Customer’s assent to limitations on warehouse receipt a jury question. - In a dispute over a storage facility’s storage of a customer’s seed, in which the facility sought to bind the customer to limitations printed on the reverse of the facility’s warehouse receipts, the trial court erred by concluding that evidence that the facility routinely mailed warehouse receipts to the facility’s customers was sufficient to bind the customer as a matter of law; because the customer denied receiving the receipts, the customer’s assent was a question for the jury. Turfgrass Group v. Ga. Cold Storage Co., 346 Ga. App. 659, 816 S.E.2d 716, 2018 Ga. App. LEXIS 436 (2018).

RESEARCH REFERENCES Am. Jur. 2d. 11 Am. Jur. 2d, Bills and Notes, §§ 6, 19. 15A Am. Jur. 2d, Commercial Code, §§ 2 et seq., 15 et seq., 30. 67 Am. Jur. 2d, Sales, §§ 70, 71. C.J.S. 31 C.J.S., Estoppel, §§ 55 et seq., 58 et seq., 86. 82 C.J.S., Statutes, § 309. U.L.A. Uniform Commercial Code (U.L.A.) § 1102.

ALR. What language in conveyance or contract amounts to assumption of mortgage by grantee, 101 A.L.R. 281. Effect on negotiability of instrument, under terms of UCC § 3-104(1), of statements expressly limiting negotiability or transferability, 58 A.L.R.4th 632.

Notes of Decisions
Cited in 16 cases (2 in the last 5 years), 1983–2025 · leading case: RES-GA McDonough, LLC v. Taylor English Duma LLP, 807 S.E.2d 381 (Ga. 2017).
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RES-GA McDonough, LLC v. Taylor English Duma LLP, 807 S.E.2d 381 (Ga. 2017). · cites it 4× “Therefore, RES-GA contends, its rights under the UCC, liberally construed as provided in OCGA § 11-1-103, preempt the nonassignment statute.”
Fortner v. Town of Register, 604 S.E.2d 175 (Ga. 2004). · cites it 4× “" In outlawing any vegetation on private property that does not have the official stamp of governmental approval, the majority improperly overturns years of consistent interpretation of this statute by the Court of Appeals.”
First Georgia Bank v. Webster, 308 S.E.2d 579 (Ga. Ct. App. 1983). · cites it 4× “[OCGA § 11-1-103 (Code Ann. § 109A-1 — 103)] provides that general principles of law remain applicable unless otherwise preempted by the Code .”
Dudley v. Wachovia Bank, N.A., 659 S.E.2d 658 (Ga. Ct. App. 2008). · cites it 4× “The executors contend that, even if they have no cause of action against the signature guarantors under OCGA § 11-8-306, they may pursue a common law negligence claim against them, citing OCGA § 11-1-103.”
Gwinnett Cmty. Bank v. Arlington Capital, LLC, 757 S.E.2d 239 (Ga. Ct. App. 2014). · cites it 4× “OCGA § 11-1-103. 10 Thus, we must determine whether Arlington’s claim of conversion is displaced by its remedy for the alleged loss of the surplus under the UCC.”
The Turfgrass Grp., Inc. v. Georgia Cold Storage Co., 816 S.E.2d 716 (Ga. Ct. App. 2018). · cites it 2× “Article 7 states that a warehouse receipt "may" include "[r]easonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment," OCGA § 11-7-204 (c), and "a term .”
Dibrell Bros. Int'l S.A., Plaintiff-Counter-Defendant-Appellant v. Banca Nazionale Del Lavoro, Defendant-Counter-Claimant-Appellee, 38 F.3d 1571 (11th Cir. 1994). “Georgia’s Commercial Code provides that common law principles of law and equity “shall supplement” the UCC’s provisions “unless displaced by the particular provisions of this title .”
Suntrust Bank v. Venable, 791 S.E.2d 5 (Ga. 2016). · cites it 2× “…Commercial Code and Title 11 of the Georgia Code, to “make uniform the law among the various jurisdictions.” See OCGA § 11-1-103 (a) (3).”
Matter of Topgallant Lines, Inc., 125 B.R. 682 (Bankr. S.D. Ga. 1991). · cites it 2× “Section 11-1-103 makes clear that, unless displaced by the particular provisions of the UCC, existing principles of law and equity shall supplement the provisions of the UCC.”
Allstate Fin. Corp. v. Dundee Mills, Inc., 800 F.2d 1073 (11th Cir. 1986). “The issue then is whether Allstate’s conduct constituted waiver as a matter of law.”
Ambassador Factors, Div. Fleet Factors Corp. v. First Am. Bulk Carrier Corp. (In re Topgallant Lines, Inc.), 125 B.R. 682 (D. Ga. 1991). · cites it 2× “Section 11-1-103 makes clear that, unless displaced by the particular provisions of the UCC, existing principles of law and equity shall supplement the provisions of the UCC.”
Fowler v. Essex Co., 347 S.E.2d 348 (Ga. Ct. App. 1986). · cites it 2× “However, the Statute of Frauds found in OCGA § 11-8-319 applies only to a “contract for the sale of securities.” The alleged oral promise to notify was collateral to the contract for sale of securities, thus is governed by the general Statute of Frauds contained in OCGA §…”
Show all 16 citing cases →
— 11-1-103(b) — 1 case
Hydro Sys., Inc v. Factory Automation Sys., Inc (N.D. Ga. 2025).
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