Commercial Law Commons^™

Oops! The Unfortunate (But Basic) Error In The New Ucc Article 12, David Frisch, Nicole Dalrymple

Texas A&M Law Review

The Uniform Law Commission and American Law Institute have recognized the need for commercial law to govern digital transactions and responded with the proposed addition of a new article to the Uniform Commercial Code (the “Code” or “UCC”), Article 12. Article 12 will govern the transfer of property rights in a particular category of digital assets (controllable electronic records), which would include commonly known digital assets, such as bitcoin and non-fungible tokens (“NFTs”). Although the addition of Article 12 should provide more certainty in transactions involving current and emerging technologies, there is a fundamental problem with the article as it …

Regulating Food Waste Management In Indonesia: Do We Need An Omnibus Law (Again)?, Ni Gusti Ayu Dyah Satyawati, I Nyoman Suyatna, Putu Gede Arya Sumerta Yasa, I Dewa Gede Palguna, Nadeeka Rajaratnam

Indonesia Law Review

Indonesia was regarded to be the world's second-largest food loss and waste-producing country. Food waste contributes the most significant amount in Indonesia compared to other types of waste. This paper aims to discuss three legal issues. First, it identifies, in descriptive-normative means, the legal framework regulating food waste, which is the intersection of two legal regimes: 'the food management' and 'the waste and environmental management”. Second, it presents a comparative study by exploring the more advanced food waste legal frameworks, which take examples from Europe. The third objective is to recommend legal, institutional, and policy steps to mainstream food waste …

Virtual Gaming, Actual Damage: Video Game Design That Intentionally And Successfully Addicts Users Constitutes Civil Battery, Allison Caffarone

Duke Law & Technology Review

In recent years, there has been increased academic interest in both the neurological effects of compulsive gaming and the potential tort liability of game developers who scientifically engineer games in order to addict users. Scholars from various disciplines are currently debating the scope and potential solutions to the problems associated with Gaming Disorder, now a globally recognized illness. This article contributes to this discussion by offering a multidisciplinary analysis of the scope of video game addiction, its neurological bases, and its relation to the legal rights and responsibilities of victims and game developers. In addition, this article explores the practical …

Educating Deal Lawyers For The Digital Age, Heather Hughes

Fordham Law Review

Courses and programs that address law and emerging technologies are proliferating in U.S. law schools. Technology-related issues pervade the curriculum. This Essay presents two instances in which new technologies present challenges for deal lawyers. It explores how exposing students to closing opinions practice can prepare them to engage these challenges. Both examples involve common commercial contexts and lessons relevant to students of business associations and of the Uniform Commercial Code. The first, which deals with enforceability opinion letters, presents technical legal difficulties arising from recent developments in law and technology. The second, involving complex doctrines at the heart of financial …

Lopez V. Cintas Corporation: Another Interstate Headache, Kyle Chrisman

Texas A&M Law Review

This Note analyzes a 2022 Fifth Circuit opinion concerning two issues: first, whether local delivery drivers are engaged in interstate commerce, and second, who decides challenges to arbitrability. In Lopez v. Cintas Corporation, the Fifth Circuit first held that local delivery drivers are not engaged in interstate commerce because they do not play a direct and necessary role in interstate commerce. Second, the court held that the arbitrator decides challenges to the validity of arbitrability when the challenge could also, if successful, attack the validity of the entire contract. The Fifth Circuit used incorrect reasoning, overemphasizing the crossing of …

An Unfair Method Of Rulemaking: An Application Of Constitutional Doctrines That Oppose The Ftc Rule Banning Non-Competition Agreements, Jared Yaggie

University of Cincinnati Law Review

No abstract provided.

Born In The U.S.A.: Analyzing The Domesticity Of Judgments In The Civil Rico Context, Alex Reid

University of Cincinnati Law Review

No abstract provided.

Emerging Technologies And Perfection Of Security Interests: A Financial University Of Uncertainty, Elizabeth M. Wagenbach

Brooklyn Law Review

Since the founding of Bitcoin in 2009, digital assets, such as cryptocurrency, have exploded in popularity. Cryptocurrency has been associated with stories of immense profit and immense loss. The lucky transactors have been able to capitalize on the price fluctuations of cryptocurrency, while the unlucky transactors became victims of the same volatility, losing tremendous amounts of money. The novelty and ingenuity of cryptocurrency has been coupled with mass confusion to transactors and regulators alike. These early days of cryptocurrency have been characterized by a sort of regulatory tug of war that is a direct result of confusion of what cryptocurrency …

Online Disinhibited Contracts, Wayne R. Barnes

Pepperdine Law Review

There have been at least two dominant forces at work in the realm of consumer contracting over the past several decades. One has been the rise and domination of the standard form contract (whereby merchants contract with consumers via the use of standardized, boilerplate terms and conditions that consumers do not read or understand). The second force has been the rise of e-commerce and the purchase of goods and services via websites and other online platforms, and the use of “wrap” formation methodology (whereby merchants obtain consumer assent to the online terms and conditions via the consumer’s informal click, scroll, …

No Need To Reinvent The Wheel: The Positive Relationship Between Green Technology And Patent Enforcement, Addison S. Fowler

Villanova Environmental Law Journal

No abstract provided.

Not-So-Smartphone Disclosures, Jeff Sovern, Nahal Heydari

Arkansas Law Review

The consumer credit market, and particularly the credit card market, lacks perfect competition. Though usury laws and regulation of charges are germane to our findings, this Article focuses largely on disclosure. Specifically, we examine whether consumers understand the disclosures mandated for credit cards in the medium in which many consumers now engage in financial transactions. This Article proceeds as follows: Part I presents some basics on consumer protections for credit cards. Part II reviews the literature concerning disclosures on smartphones. Part III discusses our methodology. Part IV reports our findings. Part V suggests some normative implications.

Next-Generation Data Governance, Kimberly A. Houser, John W. Bagby

Duke Law & Technology Review

The proliferation of sensors, electronic payments, click-stream data, location-tracking, biometric feeds, and smart home devices, creates an incredibly profitable market for both personal and non-personal data. It is also leading to an amplification of harm to those from or about whom the data is collected. Because federal law provides inadequate protection for data subjects, there are growing calls for organizations to implement data governance solutions. Unfortunately, in the U.S., the concept of data governance has not progressed beyond the management and monetization of data. Many organizations operate under an outdated paradigm which fails to consider the impact of data use …

Commercially Reasonable Sales In The 21st Century, David Gray Carlson

Ohio Northern University Law Review

No abstract provided.

Liu And The New Sec Disgorgement Statute, Andrew N. Vollmer

William & Mary Business Law Review

In early 2021, Congress enacted a new statute for enforcement cases brought by the Securities and Exchange Commission. The new statute resolved important questions about the availability of disgorgement as a remedy in SEC enforcement cases, but it created other questions. The purpose of this Article is to discuss one interpretive issue that is already arising in the federal courts of appeals.

That interpretive issue is whether “disgorgement” as authorized by the new statute must abide by equitable limitations the Supreme Court imposed on disgorgement relief in SEC cases in Liu v. SEC, 140 S. Ct. 1936 (2020). The …

Thanks For The Lyft: Optimizing Rideshare Safety In Arkansas, Addison A. Tucker

Arkansas Law Notes

Rideshare companies such as Uber and Lyft, also known as Transportation Network Companies (“TNCs”), are underregulated and provide little protection to passengers, despite the thousands of women who have reported instances of sexual violence during their trips. This Comment argues that Arkansas law should be modified to strengthen the criminal background checks of potential rideshare drivers, require surveillance during rides, and classify the impersonation of a rideshare driver as a felony.

The Angel Wears Prada, The Devil Buys It On The Realreal: Expanding Trademark Rights Beyond The First Sale Doctrine, Junajoy Vinoya Frianeza

Pepperdine Law Review

Luxury brands derive their goodwill from the high-class exclusivity and first-rate quality signified in their trademarks. The Trademark Act of 1946, commonly known as the Lanham Act, grants trademark holders the right to control use of their mark. However, under common law, the first sale doctrine restricts trademark protection after holders authorize the initial sale of their trademarked product. Such limitation particularly jeopardizes the luxury industry as trademark holders ultimately bear the loss of goodwill when counterfeit luxury goods enter the market due to the negligence of resellers. This Comment illustrates how blockchain authentication offers all luxury industry participants—the brands, …

Controlling Moral Hazard In Limited Liability With The Consumer Sales Practices Act, Nathaniel Vargas Gallegos

Journal of Legislation

The few states that have passed the Model Consumer Sales Practices Act have common definitions and case law regarding the definition of a “supplier.” This definition is broad enough to include managers of companies in limited liability entities in the states that have adopted the model act. The practicality is that business principals, owners, and managers can be held personally liable for deceptive practices under the state acts. But this is not a piercing of the corporate veil or of the limited-liability company. This Article is meant to accomplish four purposes: (1) exhibit the origins of the act, (2) show …

Stakeholder Capitalism’S Greatest Challenge: Reshaping A Public Consensus To Govern A Global Economy, Leo E. Strine Jr., Michael Klain

Seattle University Law Review

The Berle XIV: Developing a 21st Century Corporate Governance Model Conference asks whether there is a viable 21st Century Stakeholder Governance model. In our conference keynote article, we argue that to answer that question yes requires restoring—to use Berle’s term—a “public consensus” throughout the global economy in favor of the balanced model of New Deal capitalism, within which corporations could operate in a way good for all their stakeholders and society, that Berle himself supported.

The world now faces problems caused in large part by the enormous international power of corporations and the institutional investors who dominate their governance. These …

A Different Approach To Agency Theory And Implications For Esg, Jonathan Bonham, Amoray Riggs-Cragun

Seattle University Law Review

In conventional agency theory, the agent is modeled as exerting unobservable “effort” that influences the distribution over outcomes the principal cares about. Recent papers instead allow the agent to choose the entire distribution, an assumption that better describes the extensive and flexible control that CEOs have over firm outcomes. Under this assumption, the optimal contract rewards the agent directly for outcomes the principal cares about, rather than for what those outcomes reveal about the agent’s effort. This article briefly summarizes this new agency model and discusses its implications for contracting on ESG activities.

The Esg Information System, Stavros Gadinis, Amelia Miazad

Seattle University Law Review

The mounting focus on ESG has forced internal corporate decision-making into the spotlight. Investors are eager to support companies in innovative “green” technologies and scrutinize companies’ transition plans. Activists are targeting boards whose decisions appear too timid or insufficiently explained. Consumers and employees are incorporating companies sustainability credentials in their purchasing and employment decisions. These actors are asking companies for better information, higher quality reports, and granular data. In response, companies are producing lengthy sustainability reports, adopting ambitious purpose statements, and touting their sustainability credentials. Understandably, concerns about greenwashing and accountability abound, and policymakers are preparing for action.

In this …