Law Commons^™

The Compensation Myth And U.C.C. Section 2-713, David Frisch

Law Faculty Publications

This article seeks to bring greater discipline to the analysis of market damages by probing two basic assumptions that are routinely made in discussions of section 2-713: (1) that overcompensation concerns justify judicial interference with the buyer's choice of remedy; and (2) that the relevant market price, in all cases, is the market price that the aggrieved buyer would be required to pay if she wished to make a substitute purchase of goods elsewhere.

Fifty: Shades Of Grey--Uncertainty About Extrinsic Evidence And Parol Evidence After All These Ucc Years, David G. Epstein

Law Faculty Publications

Lawyers and judges have been working with the Uniform Commercial Code for about fifty years. Most states adopted the Uniform Commercial Code between 1960 and 1965.

Notwithstanding these years of experience and the importance of certainty to parties entering into commercial transactions, there is still considerable confusion over the use of extrinsic evidence, parol evidence and the parol evidence rule in answering the questions (1) what are the terms of a contract for the sale of goods and (2) what do those contract terms mean. No "black and white rules"-just various "shades of grey."

This essay explores the reasons for …

Reliance On Oral Promises: Statute Of Frauds And Promissory Estoppel, David G. Epstein

Law Faculty Publications

Reliance on oral promises is the basis not only for law school hypotheticals but also for real world litigation. Consider the following hypothetical based on the 1970 Supreme Court of Hawaii decision in Mcintosh v. Murphy: Tex moved from Lubbock, Texas to Oklahoma to work for Murphy Motors Chevrolet-Oldsmobile, an Okmulgee car dealership. Tex signed a lease for an apartment in Okmulgee. After two months as assistant sales manager, Murphy Motors fired Tex. Tex sued Murphy Motors alleging breach of an alleged oral agreement that she would be employed for two years. It is understandable that a jury might not …

Bapcpa And Commercial Credit: Who (Sic) Do You Trust, David G. Epstein

Law Faculty Publications

Trying to understand and apply the many different provisions of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 (BAPCPA) has caused people to yearn for the "good old days." At the National Conference of Bankruptcy Judges' (NCBJ) Annual Meeting in San Antonio in October 2005, there was a lot of talk about the "good old days" and some singing "'bout the good old days" at the NCBJ "Final Night Dinner" by a larger than life (at least as large as Sally Struthers), Wynonna Judd. And this has caused me to remember a daytime television show from my good …

The Implicit "Takings" Jurisprudence Of Article 9 Of The Uniform Commercial Code, David Frisch

Law Faculty Publications

Part I of this Article begins by reasserting that central to the idea of property rights is the legal entitlement to remedies that permits a person to exercise dominion over the specific asset or to exclude the exercise of dominion by others. Next, part I examines the essence of a security interest and demonstrates that it is a protected property interest. Part II sets forth a model of priorities that suggests that although property interests should ordinarily be protected by a property rule, there is something special about a security interest, implying the need for greater contingency and justifying a …

The Perfect Tender Rule - An "Acceptable" Interpretation, David Frisch

Law Faculty Publications

The focus of this article will be on the inherent conflict between the buyer's right to reject and the seller's right to cure. We will first review both the scholarly commentary addressing the issue and the judicial interpretations of the rejection-cure conflict. We will then propose a resolution to the conflict, or an acceptable interpretation, which serves to promote the expressed purposes and policies of the Uniform Commercial Code.

Security Transfers By Secured Parties, David G. Epstein

Law Faculty Publications

While no Uniform Commercial Code section specifically so provides, the Code clearly contemplates transfer by secured parties of their interest arising under security agreements, and these transfers commonly occur. Yet the legal ramifications of such transfers are to a large extent unknown because of the silence of the Code and the absence of both reported decisions and secondary authorities. This article will examine one type of transfer by secured parties-transfers by secured parties to secure payment of an indebtedness.