Tennessee Code Annotated

Tenn. Code Ann. § 47-1-103 (2026)

Construction of chapters 1-9 to promote their purposes and policies - Applicability of supplemental principles of law

✓ current as of May 2026

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(a) Chapters 1-9 of this title must 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 chapters 1-9 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 supplement its provisions.

(c) In any dispute as to the proper construction of one (1) or more sections of chapters 1-9 of this title, the Official Comments pertaining to the corresponding sections of the Uniform Commercial Code, Official Text, as adopted by the Uniform Law Commission and the American Law Institute and as in effect on July 1, 2013, in this state, shall constitute evidence of the purposes and policies underlying such sections, unless:
- (1) The sections of chapters 1-9 of this title that are applicable to the dispute differ materially from the sections of the Official Text that would be applicable thereto; or
- (2) The Official Comments are inconsistent with the plain meaning of the applicable sections of chapters 1-9 of this title.

Amended by 2024 Tenn. Acts, ch. 494,s 9, eff. 2/21/2024.

Acts 2008 , ch. 930, § 1; 2012 , ch. 708, § 1.

Notes of Decisions

Cited in 29 cases (4 in the last 5 years), 1972–2026 · leading case: C-Wood Lumber Co. v. Wayne Cnty. Bank, 233 S.W.3d 263 (Tenn. Ct. App. 2007).

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C-Wood Lumber Co. v. Wayne Cnty. Bank, 233 S.W.3d 263 (Tenn. Ct. App. 2007). · cites it 2× “Even though the UCC does not supplant all the law applicable to commercial transactions, it is still the primary source of the commercial law rules for the areas it governs because it represents the considered choices of its drafters and of the Tennessee General Assembly about…”

Haverlah v. Memphis Aviation, Inc., 674 S.W.2d 297 (Tenn. Ct. App. 1984). · cites it 2× “The court pointed out that there was no specific provision for an offset in circumstances such as these, but noted that Tenn.Code Ann. § 47-1-103 provides: *307 Supplementary general principles of law applicable.”

Amacher v. Brown-Forman Corp., 826 S.W.2d 480 (Tenn. Ct. App. 1991). · cites it 2× “§ 47-2-101, et seq. In its general provisions, the U.C.C. recognizes that various legal principles — including that of estoppel — may be used to supplement its specific provisions.”

Morris v. MacK's Used Cars, 824 S.W.2d 538 (Tenn. 1992). · cites it 2× “Section 47-1-103, T.C.A., provides the following: Unless displaced by the particular provisions of chapters 1 through 9 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,…”

John P. Saad & Sons, Inc. v. Nashville Thermal Transfer Corp., 715 S.W.2d 41 (Tenn. 1986). · cites it 2× “” T.C.A. § 47-1-103. Cf. Moore v. Howard Pontiac-American, Inc.”

Farmer v. LaSalle Bank (In Re Morgan), 291 B.R. 795 (Bankr. E.D. Tenn. 2003). · cites it 3× “LaSalle asserts that the Uniform Commercial Code, as adopted in Tennessee, expressly authorizes the court to incorporate equitable principles, which would include equitable subrogation, citing Tennessee Code Annotated section 47-1-103, which provides that [ujnless displaced by…”

Glazer v. First Am. Nat'l Bank, 930 S.W.2d 546 (Tenn. 1996). · cites it 2× “This is illustrated by Tenn. Code Ann. § 47-1-103 , which provides as follows: Unless displaced by the particular provisions of chapters 1-9 of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and…”

Cumberland Bank v. G & S IMPLEMENT CO., 211 S.W.3d 223 (Tenn. Ct. App. 2006). · cites it 2× “§ 47-3-305(a)(2); see also Tenn.Code Ann. § 47-1-103. IV. Mr. Dickerson first takes issue with the trial court’s refusal to hold that the doctrine of res judicata barred the bank’s claim against him based on the 1996 note.”

Keep Fresh Filters, Inc. v. Reguli, 888 S.W.2d 437 (Tenn. Ct. App. 1994). · cites it 2× “Tenn.Code Ann. § 47-1-103 (1992). Tenn.Code Ann.”

Lorentz v. Deardan, 834 S.W.2d 316 (Tenn. Ct. App. 1992). · cites it 2× “2d [532] 537 (Tenn.1978). The purchaser may pursue its remedies under the Uniform Commercial Code which include rejection of the goods or revocation of acceptance together with incidental and consequential damages.”

Trimble v. Sonitrol of Memphis, Inc., 723 S.W.2d 633 (Tenn. Ct. App. 1986). · cites it 2× “Because the Code is silent as to this point, T.C.A. § 47-1-103 would allow other principles of law and equity to supplement the code provisions.”

Steinberg v. Creswell & Co. (In re Halls Trading Post, Inc.), 15 B.R. 781 (Bankr. E.D. Tenn. 1981). · cites it 4× “Even though the above cases do not involve the creation of security interests, T.C.A. § 47-1-103 3 dictates that those cases be followed.”

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