N.Y. UCC Law § 1-103

Section 1--103. Construction of Uniform Commercial Code to Promote its\n Purposes and Policies; Applicability of Supplemental\n Principles of Law.\n (a) This act must be liberally construed and applied to promote its\nunderlying purposes and policies, which are:\n (1) to simplify, clarify, and modernize the law governing commercial\ntransactions;\n (2) to permit the continued expansion of commercial practices through\ncustom, usage, and agreement of the parties; and\n (3) to make uniform the law among the various jurisdictions.\n (b) Unless displaced by the particular provisions of this act, the\nprinciples of law and equity, including the law merchant and the law\nrelative to capacity to contract, principal and agent, estoppel, fraud,\nmisrepresentation, duress, coercion, mistake, bankruptcy, and other\nvalidating or invalidating cause supplement its provisions.\n