September 20, 2016

MEMBER SPOTLIGHT: An Interview with Amy Boss

When the topic of commercial law comes up, it’s highly likely that Amy Boss will be mentioned. One of the nation’s leading commercial law scholars, Boss, who teaches at Drexel University Thomas R. Kline School of Law, is an expert on legal issues in commercial law and electronic commerce. She’s been at the forefront of the intersection between law and e-commerce, both domestically and internationally, working with law reform organizations such as the American Law Institute and the Uniform Law Conference, and having served as an adviser and delegate to the United Nations Commission on International Trade Law as well as other international bodies. In that capacity, She helped craft domestic and international laws on commercial law, electronic signatures, and e-commerce.

The National Law Journal ranked her as one of the most influential women attorneys in the United States. In March, the American College of Commercial Finance Lawyers gave her the Homer Kripke Lifetime Achievement Award. Boss was the first academic (and second woman) to serve as the Chair of the ABA’s Business Law Section, and she was the recipient of the Section’s prized Jean Allard Glasscutter Award. She has served on the American Bar Association’s Board of Governors and is the state chair of the Fellows of the American Bar Foundation.

Professor Boss has written scores of books, articles, and reports on the uniform commercial code, electronic data transfer, leasing transactions, and other topics. She’s taught law in many different countries.

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For most of your legal career, you’ve been a law professor. When you went to law school, did you hope to become a professor?

I believe that life happens when you’re making other plans. I did not anticipate becoming a professor of commercial law. I really thought that I would be a civil liberties lawyer, but discovered pretty quickly that I didn’t like constitutional law, but I did love contracts. So halfway through law school, I changed my notion both of what I wanted to practice as well as what I wanted to be.

How did you come to focus on commercial law area? What classes excited you?

I was very much excited by my contracts class and more particularly by statutes and statutory interpretation. I also was convinced by the notion that all areas of the law are important to society at large, and it was crucial to understand how those laws worked, so you could achieve the appropriate results. That has been something which guided me after graduation, and is one of the reasons that I became very involved in the law reform movement within the areas of commercial law specifically, but more generally in all areas that affect people.

What do you most enjoy about teaching?

I enjoy working with students. I enjoy the excitement that you can stir up about the law. I enjoy working with keen minds. Students are very exciting people.

You’ve been teaching a while. What has changed about law school?

Every lawyer knows there has been a change in the practice of law and that the economics are quite different than they were 20, 30, or 40 years ago. It’s especially a challenge for our new graduates who are entering the field of law. The effect that this has had on law school is very evident. I have been teaching for 40 years, but most recently at the law school where I am now, I’ve found that the emphasis on the integration of practical skills—lawyering skills along with the scholarly component—better equips our students for going out to practice of law.

The Thomas R. Kline School at Drexel has a very, very intensive cooperative program, and all students who graduate from Drexel must have participated in the cooperative or in other experiential education. The reaction of the Philadelphia community demonstrates that this is a wonderful concept. We have found that many of our students end up getting jobs in the places where they worked during their time at Drexel, or in similar firms or law departments.

You have taught law in many different countries: Japan, China, New Zealand, Ireland, Greece, and Italy, and others. Do any of these countries have a very different approach to teaching law school?

All of those countries have a different approach to teaching law school students. Most of them operate on the lecture model. There’s a certain amount of material which is delivered in the lecture format to the student. By contrast, in the United States, we have the question-and-answer method, which is really quite different. From the feedback that I’ve gotten, law students in other countries who are exposed to other ways of teaching are really excited about the U.S. approach.

Which approach do you think is more effective?

The lecture method merely teaches a body of material. The Socratic, interactive, question-and-answer, problem approach requires students not only to master the material but to use that material and make it their own. So I clearly have a bias in favor of the U.S. model.

Is it more fun for you?

Definitely. Lecturing can be quite boring from both the perspective of the lecturer and the lecturee.

Is there a country where you most enjoyed teaching other than your current position?

I have to say that there are two: Japan and China. The reason I mentioned those two is that their legal systems are so much different than that in the United States. It was quite an experience for me to teach students from those different backgrounds.

Can you elaborate?

The students from those backgrounds had their own ideas about what the law is, which is in some cases very different from my own. It required me to go back and examine my fundamental assumptions about the law, compare it to those of the student, and see what consensus there could be on more general principles.

One specific example would be in the very straightforward area of contract law. In the United States, contract law regards a written contract as the definitive source of all the rights and responsibilities of both parties. It becomes the source of determining whether their actions comply or not. In a country like Japan, contracts are looked at as more relational. The contract is merely the beginning of the relationship, which over a period of time, may be adjusted to suit the requirements of both parties.

Was there a country that was most difficult for you to teach law school? Maybe Japan and China because it was so different?

Exactly. That’s what made it so exciting. It was a two-way learning experience. I learned just as the students were learning.

If you were to offer some wisdom to law school students who are currently in law school, what would that be?

It would be to keep their minds open about the law and what they want to do. As I said before, I did not go into law school expecting to do what I am doing today, but I remained open to new ideas, to new areas of practice.

What advice would you give to recent law school graduates who are encountering a difficult market?

I would remind them that they are members of a profession. They are not just lawyers with skills like a mechanic, but rather, they belong to a wider profession. That means that they have a responsibility going forward to their fellow attorneys, as well as to society at large. Involvement in associations like the American Bar Association can be incredibly rewarding to them and allow them to pay back what they have learned.

I’m going to switch gears. You worked on the United Nations Commission on International Trade Law Model Law on Electronic Commerce. What did this change and why was the change necessary?

When I started practicing and then later teaching in the mundane area of commercial law, one of the things that I quickly discovered is that commercial law needed to change. There was a whole area involving computer contracting, digital information, informational products which weren’t necessarily always covered by existing law.

That led to my efforts both domestically and internationally to examine our commercial law structures to make sure that they were adaptable to new things like e-commerce and online trading. The United Nations Commission on International Trade Law saw this very early on, and I had the honor of representing the United States in the negotiation for the model law on electronic commerce. Essentially, what that model law did was to validate the electronic contract as something real and to give it the validity and recognition that it needed to provide certainty to people who did business online.

Interestingly enough, a lot of the work in the United States on electronic commerce began within the American Bar Association Business Law Section. There was a very small working ad hoc meeting of an existing committee that looked at this issue. At that time, people didn’t use the term electronic commerce. They talked about electronic data interchange. The Business Lawyer published the first report in the United States on the use of interchange agreement in electronic commerce.

You also worked on the Model Law for Electronic Signatures in Global and National Commerce Act. Maybe it’s the same response, but was this also necessary because it hadn’t been validated yet?

Let me correct your question, if I might. There are really two domestic products out there. One is the Uniform Electronic Transfers Act, which was drafted by the Uniform Law Commission and has been enacted in 47 states. I served as an adviser on that project The second is a federal law, the Electronic Signatures in Global and National Commerce Act. Both products were drafted somewhat simultaneously with the UNCITRAL Model Law on Electronic Commerce. The whole intent of those pieces of legislation was to validate the fact that doing business electronically was indeed a valid and legally enforceable way of contracting. You did not need a pen and ink signature on a piece of paper in order to have a binding transaction.

As you peer into the future, what are some of the unaddressed legal questions that you see in the world of e-commerce?

The challenge that all lawyers are going to face is to keep up with the changes in our information digital age and respond to them. One needs merely to look at Amazon or eBay and how they are continually changing their business models. The law in turn has to adapt to those different changes in those business models in an appropriate way.

We’re also seeing that the sale of hard goods and services are becoming secondary to the transaction of information. We’re going to see with this information explosion more unaddressed issues that will come up in the future.

In terms of e-commerce what has caught your attention?

One of the areas that is probably more invisible to most people than anything else is the area of payments—the movement of money that actually supports the transaction. We are seeing a convergence of different ways of paying or different ways of transferring money.

For example, it’s not uncommon for people to send money to another individual simply by using their telephones. Of course, this is something that most of us could not have imagined decades ago, but it’s happening today. Again, the question is what is the legal structure that governs these modes of payments? That’s an area that fascinates me.

Thank you so much for your time!