November 04, 2020

Uniform Commercial Code Article 2

Uniform Commercial Code Article 2

An Introduction: The Commercial Irrelevancy of the "Battle of the Forms"
      Thomas J. McCarthy, 49(3): 1019–28 (May 1994)
The Drafting committee appointed by NCCUSL has completed a first revision of Article 2 of the U.C.C., which would bring the "battle of the forms" to a well- deserved end. The Articles comprising the following symposium: (i) consider section 2–207 of revised Article 2 from the perspective of the U.C.C.'s drafting history; (ii) compare how conflicting forms are treated under common law and the United Nations Convention on Contracts for the International Sale of Goods; and (iii) evaluate revised section 2–207 against current commercial practice. The concluding analysis demonstrates the advantages of the revision over existing section 2–207.

U.C.C. Section 2–207: The Drafting History
      John D. Wladis, 49(3): 1029–51 (May 1994)
This Article discusses the drafting history of U.C.C. § 2–207 from its beginnings in 1941 to its present form in 1966. The Article also discusses significant issues raised by the language of the section in light of the drafters' intent as revealed in the drafting history.

The Battle of the Forms: A Comparison of the United Nations Convention for the International Sale of Goods and the Uniform Commercial Code: The Common Law and the Uniform Commercial Code
      Henry D. Gabriel, 49(3): 1053–64 (May 1994)
This Article discusses and compares the approaches to the battle of the forms taken by England, Australia, New Zealand, the common law provinces of Canada, and the United Nations Convention on Contracts for the International Sale of Goods with the approach set out in U.C.C. § 2–207.

Revised U.C.C. Section 2–207: Analysis and Recommendations
      Mark E. Roszkowski and John D. Wladis, 49(3): 1065–80 (May 1994)
This Article discusses and evaluates the September 10, 1993, tentative draft of revised section 2–207. The Article concludes that, although the revised section is a significant improvement over the existing statute, some drafting difficulties remain to be resolved.

When Software Fails: Emerging Standards of Vendor Liability Under the Uniform Commercial Code
      Douglas E. Phillips, 50(1): 151–81 (Nov. 1994)
As businesses depend more than ever upon computer software, vendor strategies to transfer software failure risk to the user through contract boilerplate are increasingly problematic. This Article examines vendor liability for software failure under the U.C.C., which most courts now apply to software contracts. The Article identifies key software failure issues and describes successful user strategies for overcoming common vendor defenses.

Seeking a Meaning for "Meaningful Residual Value" and the Reality of "Economic Realities"–An Alternative Roadmap for Distinguishing True Leases from Security Interests
      Robert W. Ihne, 62(4): 1439—1466 (August 2007)
This article examines (i) the statutory criteria provided in the Uniform Commercial Code for distinguishing between true leases of goods and security interests in such goods, and (ii) various concepts developed by courts and commentators for analyzing fact patterns not covered by the statute. The article concludes that each of these concepts, while helpful to some extent, falls short in certain respects. Employing some of the more helpful theoretical underpinnings of the statute and these concepts, the article proposes an alternative framework of analysis focusing on whether or not the lessee can be expected to exhaust the economic value of the goods.

Human Rights Protections in International Supply Chains - Protecting Workers and Managing Company Risk
      David V. Snyder and Susan A. Maslow, 73(4) 1093-1106 (Fall 2018)

The UCC and the ABA’s Business Law Section: In Praise of the Omnium Gatherum
     Carl S. Bjerre, Amelia H. Boss, Steven L. Harris, Charles W. Mooney, Jr., Sandra M. Rocks, Edwin E. Smith, and Steven O. Weise, 75(4): 2411-2426 (Fall 2020)
Most of the Uniform Commercial Code revision and amendment projects of recent decades have drawn invaluable input and energy from the committees, subcommittees, task forces, and working groups of the ABA’s Business Law Section. The projects addressed in this article are the initial promulgation of Article 2A on Leases; the repeal and revision of Article 6 on Bulk Sales; the revisions to Article 8 on Investment Securities; the revision of Article 9 on Secured Transactions; and the “Terrible Two’s” projects involving UETA, the unfulfilled amendments to Articles 2 and 2A on Sales and Leases, and UCITA. Drawing on their first-hand experiences among many other sources, the authors show the wide variety of beneficial forms that the Section’s input has taken.