Ky. Rev. Stat. » Chapter 355
Kentucky Revised Statutes

Ky. Rev. Stat. § 355.1-103 (2026)

Construction of code to promote its purposes and policies -- Applicability

✓ current as of May 2026
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of supplemental principles of law -- Use of official comments.

(1) The Uniform Commercial Code shall be liberally construed and applied to promote its underlying purposes and policies, which are: (a) To simplify, clarify, and modernize the law governing commercial transactions; (b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (c) To make uniform the law among the various jurisdictions.

(2) Unless displaced by the particular provisions of the Uniform Commercial Code, 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, supplement its provisions.

(3) Official comments to the Uniform Commercial Code, as published from time to time by the National Conference of Commissioners on Uniform State Laws, represent the express legislative intent of the General Assembly and shall be used as a guide for interpretation of this chapter, except that if the text and the official comments conflict, the text shall control. Effective: July 12, 2006 History: Repealed and reenacted 2006 Ky. Acts ch. 242, sec. 3, effective July 12, 2006. -- Created 1958 Ky. Acts ch. 77, sec. 1-103, effective July 1, 1960.

Notes of Decisions
Cited in 23 cases (6 in the last 5 years), 1979–2025 · leading case: Bullitt Cnty. Bank v. Publishers Printing Co., 684 S.W.2d 289 (Ky. Ct. App. 1984).
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Bullitt Cnty. Bank v. Publishers Printing Co., 684 S.W.2d 289 (Ky. Ct. App. 1984). · cites it 4× “Section 3-406, dealing exclusively with material alterations and unauthorized signatures, guarantees *292 a payor, who has paid in good faith and in accordance with reasonable commercial standards of his business, protection from assertions of material alteration or unauthorized…”
Mark D. Dean, P.S.C. v. Commonwealth Bank & Trust Co., 434 S.W.3d 489 (Ky. 2014). “” KRS 355.1-103(2). The drafters of the UCC described the interplay of the Code and the common law as one of both supplementation and preemption: [T]he Uniform Commercial Code is the primary source of commercial law rules in areas that it governs, and its rules represent choices…”
C & S FUEL, INC. v. Clark Equip. Co., 524 F. Supp. 949 (E.D. Ky. 1981). · cites it 2× “1-103 [KRS § 355.1-103], and the Committee Comments to [the Second] Restatement of Torts, § 402A, we believe that this treatment is in error.”
Craig & Bishop, Inc. v. Piles, 247 S.W.3d 897 (Ky. 2008). “KRS 355.1-103(1). On the other hand, the stated purposes of the KCPA include instituting a "strong and effective consumer protection program to protect the public interest and the well-being of both the consumer public and the ethical sellers of goods and servicesf.”
Ditch Witch Trenching Co. of Kentucky v. C & S Carpentry Servs., Inc., 812 S.W.2d 171 (Ky. Ct. App. 1991). · cites it 2× “Indeed, the conclusion that the common law doctrine was intended by the drafters of the code to remain undisturbed is bolstered by the fact that KRS 355.1-103 *175 states that those principles of common law and equity which are not displaced by particular provisions of the code…”
Am. Founders Bank, Inc. v. Moden Investments, LLC., 432 S.W.3d 715 (Ky. Ct. App. 2014). “In KRS 355.1-103(3), the Kentucky legislature provided that the Official Comments of the National Conference of Commissioners on Uniform State Laws "represent the express legislative intent of the General Assembly and shall be used as a guide for interpretation of this chapter,…”
Upton v. Ginn, 231 S.W.3d 788 (Ky. Ct. App. 2007). “In KRS 355.1-103(3), the Kentucky legislature provided that the Official Comments of the National Conference of Commissioners on Uniform State Laws "represent the express legislative intent of the General Assembly and shall be used as a guide for interpretation of this chapter,…”
Consol. Aluminum Corp. v. Krieger, 710 S.W.2d 869 (Ky. Ct. App. 1986). “Furthermore, the language on the face of the contract incorporating those terms and conditions by reference also appears below the signature line. In Kentucky, a writing “shall not be deemed to be signed unless the signature is subscribed at the end or close of the writing.”
First Bancorp, Inc. v. United States, 945 F. Supp. 2d 802 (W.D. Ky. 2013). · cites it 4× “As mandated by Ky. Rev.Stat. § 355.1-103(1), the UCC “shall be liberally construed and applied.”
Delphi Auto. Sys., LLC v. Capital Cmty. Econ./Indus. Dev. Corp., 434 S.W.3d 481 (Ky. 2014). “” KRS 355.1-103(3). A. KRS 355.9-109(4)(q) Does Not Exclude This Transaction from Article 9.”
McCoy v. Am. Fid. Bank & Trust Co., 715 S.W.2d 228 (Ky. 1986). “Unless reasonable minds cannot differ on the conclusions, the ultimate facts are for the jury to decide.”
R. C. Durr Co. v. Bennett Indus., Inc., 590 S.W.2d 338 (Ky. Ct. App. 1979). “KRS 355.1-103. We hold that KRS 446.060(1) was not displaced by the Uniform Commercial Code.”
Show all 23 citing cases →
Ky. Rev. Stat. § 355.1-103(1): 3 cases
Craig & Bishop, Inc. v. Piles, 247 S.W.3d 897 (Ky. 2008). “KRS 355.1-103(1). On the other hand, the stated purposes of the KCPA include instituting a "strong and effective consumer protection program to protect the public interest and the well-being of both the consumer public and the ethical sellers of goods and servicesf.”
First Bancorp, Inc. v. United States, 945 F. Supp. 2d 802 (W.D. Ky. 2013). “As mandated by Ky. Rev.Stat. § 355.1-103(1), the UCC “shall be liberally construed and applied.”
Versailles Farm, Home & Garden, LLC v. Harvey Haynes (Ky. 2022).
Ky. Rev. Stat. § 355.1-103(2): 5 cases
Mark D. Dean, P.S.C. v. Commonwealth Bank & Trust Co., 434 S.W.3d 489 (Ky. 2014). “” KRS 355.1-103(2). The drafters of the UCC described the interplay of the Code and the common law as one of both supplementation and preemption: [T]he Uniform Commercial Code is the primary source of commercial law rules in areas that it governs, and its rules represent choices…”
Brass Reminders Co., Inc. v. RT Eng'g Corp. (E.D. Ky. 2020).
Versailles Farm, Home & Garden, LLC v. Harvey Haynes (Ky. 2022).
Cubby Angel Props., LLC v. Citizens Bank of Kentucky, Inc. (Ky. Ct. App. 2023).
Cogan Imports, Inc. v. Dharod (W.D. Ky. 2019).
Ky. Rev. Stat. § 355.1-103(3): 10 cases
Am. Founders Bank, Inc. v. Moden Investments, LLC., 432 S.W.3d 715 (Ky. Ct. App. 2014). “In KRS 355.1-103(3), the Kentucky legislature provided that the Official Comments of the National Conference of Commissioners on Uniform State Laws "represent the express legislative intent of the General Assembly and shall be used as a guide for interpretation of this chapter,…”
Upton v. Ginn, 231 S.W.3d 788 (Ky. Ct. App. 2007). “In KRS 355.1-103(3), the Kentucky legislature provided that the Official Comments of the National Conference of Commissioners on Uniform State Laws "represent the express legislative intent of the General Assembly and shall be used as a guide for interpretation of this chapter,…”
Delphi Auto. Sys., LLC v. Capital Cmty. Econ./Indus. Dev. Corp., 434 S.W.3d 481 (Ky. 2014). “” KRS 355.1-103(3). A. KRS 355.9-109(4)(q) Does Not Exclude This Transaction from Article 9.”
Cole v. Warren Cnty., 495 S.W.3d 712 (Ky. Ct. App. 2015).
First Bancorp, Inc. v. United States, 945 F. Supp. 2d 802 (W.D. Ky. 2013). “As mandated by Ky. Rev.Stat. § 355.1-103(1), the UCC “shall be liberally construed and applied.”
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